Software licence terms

1 INTERPRETATION

1.1 In these Conditions, the following words have the following meanings:

1.2 In these Conditions (except where the context otherwise requires):

1.2.1 words in the singular include the plural and vice versa and reference to any gender includes the others;

1.2.2 reference to “a person” includes a natural person, company or unincorporated body (whether or not having separate legal personality);

1.2.3 a reference to “a company” includes any company, corporation or other body corporate, wherever and however incorporated or established;

1.2.4 references to legislation are to that legislation as amended, extended or re-enacted from time to time;

1.2.5 a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision;

1.2.6 the Licensor and the Licensee may also be referred to individually as “Party” or together as the “Parties”; and

1.2.7 any words following the terms “including”, “include”, “in particular” or any similar terms shall be construed as illustrative only and shall not limit the sense of the words preceding those terms.

1.3 Headings are for convenience only and shall not affect the interpretation of these Conditions.

1.4 The Contract shall be binding upon, and ensure to the benefit of, the Parties and their respective personal representatives, successors and permitted assignees, and references to any Party shall include that Party’s personal representatives, successors and permitted assignees.

2 APPLICATION OF THESE CONDITIONS

2.1 These Conditions are the only conditions upon which the Licensor is prepared to deal with the Licensee and they shall govern the Contract to the entire exclusion of all other terms and conditions.

2.2 No terms or conditions (other than these Conditions and the Quotation) endorsed upon, delivered with or contained in the Order, confirmation of order or other document (whether or not any such document is referred to in the Contract) or any other terms that the Licensee seeks to impose or incorporate will form part of the Contract.

2.3 All conditions (other than these Conditions and the Quotation), warranties and other statements whatsoever that would otherwise be implied or imposed by statute, common law, trade custom or practice, a course of dealing or otherwise howsoever are excluded from the Contract to the fullest extent permitted by law.

2.4 Any variation to these Conditions and any representations about the Software shall have no effect unless expressly agreed in writing and signed by a duly authorised representative of the Licensor.

2.5 Each Order shall be deemed to be an offer by the Licensee to be supplied with the Software subject to these Conditions.

2.6 No Order shall be deemed to be accepted by the Licensor until the Licensor gives written notice of acceptance of the Order or (if earlier) the Licensor makes the Software available for download and installation by the Licensee.

2.7 Any quotation by the Licensor shall not constitute an offer and is given on the basis that no contract will come into existence until the Licensee places an Order and the Licensor accepts that Order in accordance with Condition 2.6. Any quotation is valid for a period of thirty (30) days only from its date, during which period the Licensee may place an Order based on that quotation, provided that the Licensor has not previously withdrawn it.

2.8 The Licensor shall not be obliged to accept any Order.

2.9 The Contract constitutes the entire agreement and understanding between the Parties.

2.10 The Licensee acknowledges that it has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty or understanding made or given by or on behalf of the Licensor (whether innocently or negligently) which is not expressly set out in the Contract. The Licensee shall not have any claim for innocent or negligent misrepresentation based upon any statement, representation, assurance or warranty in the Contract.

3 SOFTWARE

3.1 The description of the Software shall be as set out in the Quotation and shall be in accordance with any Specification.

3.2 The Licensor grants to the Licensee a non-exclusive licence for the duration of the Contract to:

3.2.1 install the Software on the number and type of hardware devices specified in the Quotation; and

3.2.2 use the Software in accordance with the Documentation and the Contract.

3.3 In relation to scope of use of the Software:

3.3.1 the use of the Software by the Licensee shall be restricted to use of the Software in the manner and to the extent specified in the Quotation and for the normal business purposes of the Licensee;

3.3.2 the Software may be used only by officers and employees of the Licensee (“Authorised Users”) and the Licensee shall not allow use of the Software by any other person;

3.3.3 the Licensee shall be responsible for the security of the Software supplied to the Licensee and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to the Software is restricted to the Authorised Users; and

3.3.4 except as expressly stated in this Condition 3, the Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.

3.4 The Licensee shall not:

3.4.1 sub-license, assign or novate the benefit or burden of the Contract in whole or in part,

3.4.2 allow the Software to become the subject of any charge, lien or encumbrance, or

3.4.3 deal in any other manner with any or all of its rights and obligations under the Contract,

without the prior written consent of the Licensor, such consent not to be unreasonably withheld or delayed.

4 PROVISION OF SOFTWARE

4.1 Unless otherwise agreed between the Parties in writing, the Licensor shall make the Software available for download by the Licensee following payment by the Licensee of an invoice in accordance with Condition 6.

4.2 The Licensor shall make the Software available for download by the Licensee for the term of the Contract.

5 SUPPORT

5.1 The Licensor shall respond to any support requests from the Licensee in relation to use of the Software within three Working Days from receipt of the request.

5.2 The Licensor shall provide a facility (without further charge) to make a single transfer of the installation of the Software from one hardware device to another hardware device (a “Licence Key Change”) in each year of the term of the Contract. The Licensor is permitted to charge a fee (such fee to be determined at the Licensor’s discretion) to the Licensee for any additional Licence Key Changes.

6 PRICE

6.1 The price for supply of the Software for the First Agreed Term (“First Price”) shall be the price set out in the Quotation.

6.2 The price for supply of the Software for each subsequent Agreed Term (“New Price”) shall be the price determined in accordance with Condition 11.3.

6.3 The Price is stated exclusive of value added tax (“VAT”), which shall be added at the prevailing rate as applicable and paid by the Licensee following delivery of a valid VAT invoice.

6.4 The pricing for Pro and Enterprise packages are subject to Fair usage policy of 150 videos or 1,000 minutes per year.

User Licence: A user licence is issued when the software is installed and used  on a machine which has a single user (individual).

Device Licence: A device licence is issued when the software is installed and used on a machine with more than one user.

Service Licence: This licence is issued for a Partner who is offering Video redaction as a service.

7 PAYMENT

7.1 Unless otherwise agreed between the Parties in writing, the Licensor shall invoice the Licensee for the Price following acceptance of the Licensee’s Order and prior to provision of the Software to the Licensee.

7.2 Unless otherwise agreed between the Parties in writing, the Licensee shall pay the invoice in full before the Licensor will make the Software available for download and in any event within thirty (30) days of the date of invoice.

7.3 The Licensee shall pay the Price and any other amounts under the Contract by debit card, credit card, direct debit, bank transfer or cheque, using such payment details as are notified by the Licensor to the Licensee from time to time.

7.4 No payment shall be deemed to have been received until the Licensor has received cash or cleared funds.

7.5 All amounts payable to the Licensor under the Contract shall become due immediately upon termination of the Contract despite any other provision.

7.6 The Licensee shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless required by law.

7.7 Without prejudice to any other right or remedy, the Suppler reserves the right to set off any amount owing at any time from the Licensee to the Licensor against any amount payable by the Licensor to the Licensee.

7.8 The Licensor shall be entitled to claim interest on the late payment of any amount properly due to the Licensor under the Contract accruing on a daily basis from the due date for payment until payment is made in full, both before and after any judgment, at a rate of 4% per annum above the Bank of England’s base rate from time to time. The Licensee shall pay the interest together with the overdue amount.

7.9 To the extent that it does not exercise its right to claim interest under Condition 7.8, the Licensor reserves the right to claim interest and fixed sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

8 LICENSOR’S WARRANTIES

8.1 Each Party warrants to the other Party that the Party has the legal right and authority to enter into the Contract and to perform its obligations under the Contract.

8.2 The Licensor further warrants that the Software will conform in all material respects with the Specification for a period of 90 days from the Effective Date (“Warranty Period”).

8.3 If, within the Warranty Period, the Licensee notifies the Licensor in writing of a Software Defect, the Licensor shall, at the Licensor's option, do one of the following:

8.3.1 repair the Software;

8.3.2 replace the Software; or

8.3.3 terminate the Contract immediately by notice in writing to the Licensee and refund any of the Price paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided the Licensee provides all the information that may be necessary to assist the Licensor in resolving the Software Defect, including a documented example of any such defect or fault, or sufficient information to enable the Licensor to re-create the defect or fault.

8.4 The Licensor does not warrant that the use of the Software will be uninterrupted or error free.

8.5 The Licensee accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Licensee.

8.6 All other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into the Contract or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

9 LIMITATION OF LIABILITY

9.1 The following provisions of this Condition 9 set out the entire financial liability of the Licensor (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Licensee under or in respect of the Contract for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation or otherwise howsoever.

9.2 Nothing in these Conditions shall limit or exclude the liability or remedy of either Party:

9.2.1 for death or personal injury caused by its negligence, or the negligence of its employees, agents or sub-contractors;

9.2.2 for fraud or fraudulent misrepresentation; or

9.2.3 for any act, omission or matter, liability for which may not be legally excluded or limited.

9.3 Subject to Condition 9.2:

9.3.1 the Licensor’s total liability to the Licensee under or in respect of the Contract for any claim or claims, whether arising in contract, tort (including negligence), breach of statutory duty or restitution, or for misrepresentation, or otherwise howsoever shall in no circumstances exceed a sum equal to the Price; and

9.3.2 either Party shall not have any liability to the other Party for any Losses suffered by the other Party, whether the same are arising in contract, tort (including negligence), breach of statutory duty or restitution, misrepresentation, or otherwise howsoever, which fall within any of the following categories:

a) special damage even if the Party was aware of the circumstances in which such special damage could arise;

b) loss of profits or anticipated savings;

c) loss of revenue or income;

d) loss of business opportunity;

e) depletion of goodwill; and

f) loss or corruption of any data, database or software.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 The Licensee acknowledges that all Intellectual Property Rights in the Software belong and shall belong to the Licensor, and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with the terms of the Contract.

10.2 The Licensor undertakes, at its own expense, to defend the Licensee or, at its option, settle any claim or action brought against the Licensee alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of the Contract infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Licensee as a result of, or in connection with, any such Claim.

10.3 For the avoidance of doubt, Condition 10.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Licensee other than in accordance with the terms of the Contract, use of the Software in combination with any hardware or software not supplied or specified by the Licensor if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

10.4 If any third party makes a Claim, or notifies an intention to make a Claim against the Licensee, the Licensor's obligations under Condition 10.2 are conditional on the Licensee:

10.4.1 as soon as reasonably practicable, giving written notice of the Claim to the Licensor, specifying the nature of the Claim in reasonable detail;

10.4.2 not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensor (such consent not to be unreasonably conditioned, withheld or delayed);

10.4.3 giving the Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and to take copies (at the Licensor's expense) for the purpose of assessing the Claim; and

10.4.4 subject to the Licensor providing security to the Licensee to the Licensee’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Licensor may reasonably request to avoid, dispute, compromise or defend the Claim.

10.5 If any Claim is made, or in the Licensor's reasonable opinion is likely to be made, against the Licensee, the Licensor may (at its sole option and expense):

10.5.1 procure for the Licensee the right to continue to use the Software (or any part thereof) in accordance with the terms of the Contract;

10.5.2 modify the Software so that it ceases to be infringing; 10.5.3 replace the Software with non-infringing software; or

10.5.4 terminate the Contract immediately by notice in writing to the Licensee and refund any of the Price paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided that, if the Licensor modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in Condition 8.2 and the Licensee shall have the same rights in respect thereof as it would have had under those Conditions had the references to the Effective Date been references to the date on which such modification or replacement was made.

10.6 This Condition 10 constitutes the Licensee’s exclusive remedy and the Licensor's only liability in respect of Claims and, for the avoidance of doubt, is subject to Condition 9.3.

11 TERMINATION AND RENEWAL

11.1 Subject to the termination rights set out in this Condition 11:

11.1.1 the Contract shall continue at least until the end of the First Agreed Term; and

11.1.2 subject to Condition 11.2 and subject to the Licensee paying to the Licensor the New Price, at the end of each Agreed Term the Contract shall automatically renew and continue for at least a further Agreed Term.

11.2 Either Party may give not less than 90 days’ notice to the other Party that it does not wish the Contract to continue for another Agreed Term, such notice to expire before the end of the current Agreed Term.

11.3 The Licensor may increase the Price for each further Agreed Term (“New Price”) to an amount either with RPI + 3.9% or based on last year’s usage. The Licensor shall notify the Licensee of the New Price not less than 120 days before the end of the current Agreed Term.

11.4 Unless otherwise stipulated in the Quotation, the First Price may not change during the First Agreed Term and any New Price may not change during the further Agreed Term to which that New Price relates.

11.5 Without affecting any other right or remedy available to it, either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:

11.5.1 the other Party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

11.5.2 the other Party commits a material breach of any term of the Contract and the breach is not remediable;

11.5.3 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;

11.5.4 the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

11.5.5 the other Party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

11.5.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

11.5.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party (being a company, partnership or limited liability partnership);

11.5.8 the holder of a qualifying floating charge over the assets of that other Party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

11.5.9 a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

11.5.10 a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party's assets and such attachment or process is not discharged within 14 days;

11.5.11 any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Condition 11.5.3 to Condition 11.5.10 (inclusive);

11.5.12 the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

11.5.13 the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

11.6 The Licensor may terminate the Contract with immediate effect by giving written notice to the Licensee if the Licensee fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

11.7 Any provision of the Contract which expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11.8 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

11.9 Immediately on termination of the Contract (for any reason):

11.9.1 all rights granted to the Licensee under the Contract shall cease;

11.9.2 the Licensee shall cease all activities (including use of the Software) authorised by the Contract; and

11.9.3 the Licensee shall pay to the Licensor any sums due to the Licensor under the Contract.

11.10 For the avoidance of doubt, upon termination of the Contract, the licence of the Software in the Contract shall terminate immediately and the Licensee must immediately cease to use the Software upon such termination.

11.11 Within 10 Working Days following the date of termination of the Contract, the Licensee shall:

11.11.1 destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Licensor that it has done so; and

11.11.2 if the Licensor so requests, procure that a director of the Licensee certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 5 Working Days following receipt of the Licensor’s request, that the Licensee has fully complied with the requirements of this Condition 11.11.

12 CONFIDENTIALITY AND PUBLICITY

12.1 Each Party undertakes that it shall not disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other Party (the Licensor’s confidential information including information about the Software) except as permitted by Condition 12.2.

12.2 Each Party may disclose the other Party's confidential information:

12.2.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with the Contract. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this Condition 12; and

12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3 No Party shall use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13 COMMUNICATIONS

13.1 Any communication between the Parties about the Contract shall be in writing and in English and shall be delivered personally, sent by pre-paid registered post or recorded delivery or by e-mail:

13.1.1 (in the case of communications to the Licensor) to its registered office or its e-mail address stated in the Quotation or such other address or e-mail address as shall be notified to the Licensee by the Licensor; or

13.1.2 (in the case of communications to the Licensee) to its registered office (if it is a company) or (in any other case) to any address or e-mail address of the Licensee set out in any document which forms part of the Contract or such other address or e-mail address as shall be notified to the Licensor by the Licensee.

13.2 Communications shall be deemed to have been received:

13.2.1 if delivered personally, at the time of delivery to the address;

13.2.2 if sent by pre-paid registered post or recorded delivery, at 9.00am on the

second Working Day after posting; and

13.2.3 if sent by e-mail, at the time of transmission, or if this time falls outside of

Working Hours in the place of receipt, when Working Hours next begin.

13.3 This Condition 13 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14 LOGO USE

14.1 Company shall have the right to use Client’s company logo (“Logo”) on Company’s website and to promote Company’s client relations for future Company work. The Logo will not be used in a manner that implies sponsorship or endorsement of any company, product, trademark, person, or service by Client.

15 GENERAL

15.1 The Contract does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the Parties. The Parties shall not have, nor represent that they have, any authority to make or enter into any commitments on the other Party’s behalf or otherwise bind the other Party in any way.

15.2 The rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law. Any right or remedy expressly included in any provision of these Conditions (or the exercise thereof) shall not be considered as limiting either Party’s rights or remedies under any other provision of these Conditions (or the exercise thereof).

15.3 If any provision, or part of a provision, of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable (a “Void Provision”), such invalidity, illegality or unenforceability shall not affect the other provisions of the Contract, which shall remain in full force and effect. If a Void Provision would be valid, legal and enforceable if some part of it were deleted, that Void Provision shall apply with such modification as may be necessary to make it valid, legal and enforceable and if it cannot be made valid, legal and enforceable, it shall be deemed to be deleted.

15.4 No variation of the Contract shall be effective unless it is in writing and signed by the

Parties (or their authorised representatives).

15.5 No provision of the Contract shall be enforceable under the Licences (Rights of Third Parties) Act 1999 by any person who is not a party to the Contract.

15.6 Neither Party may, without the prior written consent of the other Party, assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under the Contract.

15.7 A failure to exercise, or delay in exercising a right, power or remedy provided to a Party by these Conditions or by law does not constitute a waiver of that, or any other, right, power or remedy and shall not (and nor shall any single or partial exercise of any such right, power or remedy) preclude the further exercise of that, or any other, right, power or remedy.

15.8 Any waiver by a Party of any breach of, or any default under, any provision of the Contract by the other Party will only be effective if in writing and will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

15.9 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with the law of England and the Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such matter.