Terms and Conditions

A)

“Commencement Date” means the date that the Licence shall commence as stated in the attached Groupcall proposal (Schedule A).

B)

“Enhancement” means additional and improved software functionality.

C)

“Licence” means the licence granted by the Licensor to the Licensee to use the Software.

D)

“Licence Details” means the details contained in Schedule A setting out the scope of use and period of the Licence.

E)

“Disabling Code” means computer instructions that alter, destroy or inhibit the operation of the Software and/or alter the Licensee’s processing environment.

F)

“Licence Fee” means the fee payable by the Licensee to the Licensor for the Licence.

G)

“Maintenance” means the resolution of problems by means of the supply of Fixes, Workarounds and Support Services.

H)

“Renewal Start Date” means the day after the end of the initial 12 month Warranty Period.

I)

“Periodic Licence” means a licence stated in the Licence Details;

J)

“Release” means an amendment to the Software within a Version, and minor amendments to the functionality of the Software;

K)

“Schedule” means a schedule to this Agreement;

L)

“Service Level Agreement” or “SLA” means the description of the performance level to be achieved by the Licensor in respect of the provision of Maintenance.

M)

“Support Services” means the supply of technical assistance to the Licensee in using the Software;

N)

“Update” has the same meaning as a Release;

O)

“Version” means a Release containing Enhancements;

P)

“Workaround” means a temporary solution provided by the Licensor in response to a Problem reported by the Licensee.

A)

The Software Licence terms are set out in Schedule A..

B)

The Licensee is permitted to use the Software for internal and external data processing in support of its normal business pursuits.

C)

If the Licensee elects to appoint a third party to carry out data processing on its behalf then the Licensor agrees to allow the Licensee to grant a sub-licence to such third party to carry out the Licensee’s data processing work using the Software. The Licensor will make no further charge for such sub-licence provided that the Licensee does not use the Software concurrently with the sub-licensee and that the sub-licensee uses the Software on equivalent terms as apply to the Licensee’s rights of use. Any sub-licence granted by the Licensee will protect the Licensor’s full rights hereunder. The Licensee shall however be entitled to retain copies of the Software on its computer systems for the purposes of data security back-up and contingency use e.g. in the event of the sub-licensee’s inability to process the Licensee’s data.

A)

The Software Licence is granted in consideration of the payment by the Licensee of the Licence Fee.

B)

All fees stated in this Agreement are quoted exclusive of Value Added Tax which will be charged at the rate ruling at the invoice tax point.

C)

The Licence Fee invoice shall be submitted at the end of the initial installation (on successful completion of the Proof of Concept (if required).

D)

The Licensor will submit invoices for the Maintenance, Support and Licence Renewal annually, subject to prior approval from the Licensee. This option will be offered to the Licensee by the Licensor 30 days before expiry of current Licence.

E)

Any charges falling due in respect of this Agreement shall be payable to the Licensor within thirty (30) days from date of receipt of a valid invoice.

A)

Maintenance and Enhancements of the Software will be available from the Licensor and form part of the services provided under the Licence.

B)

Maintenance includes the supply of all information, advice and routine maintenance to correct problems via remote or on-site support as necessary.

C)

The Licensor will supply Maintenance in accordance with the Service Level Agreement (Schedule B) and use best endeavours to ensure that the Software maintains currency with the Licensee’s operating system and all other relevant interfaces.

D)

The Licensor shall notify the Licensee at least the Version then in use by the Licensee.

E)

The Licensor agrees to inform the Licensee promptly of any known defects in the Software which could reasonably affect the Licensee’s use of the Software.

F)

Maintenance and Enhancements shall be provided from the initial installation date.

G)

No more than once annually the Licensor may proposed increase in annual licence fees.

A)

The Licensee may copy documentation associated with the Software for internal and external purposes. The Licensee may make a copy of the Software available to a third party solely for contingency and disaster recovery purposes in support of the Licensee. The Licensee will secure a confidentiality undertaking from such third party as the Licensor may reasonably require.

B)

The original and all copies of the Software and related materials shall remain the property of the Licensor.

A)

Except with the Licensor’s prior written consent and as permitted by the terms of the Licence, the Licensee agrees not to make the Software available in any form to any person.

B)

In performing its duties under this Agreement the Licensor undertakes to ensure that its employees, agents or subcontractors who are required to perform any services at the Licensee’s site(s) comply with the Licensee’s site security and health and safety procedures and IT security standards. In particular the Licensor shall ensure that its employees, agents or subcontractors do not load any software on the Licensee’s systems unless expressly permitted by the Licensee.

A)

The Licensor warrants that each Release and Version will the Licensee’s data exchange requirements. In the event Licensor undertakes to modify the Software free of further perform in accordance with the Licensee’s requirements.

B)

The Licensor warrants that each Release/Version shall be free from Disabling Code at all times.

A)

The Licensor will use best endeavours to ensure that no computer virus is introduced on to the Licensee’s computer equipment or systems.

B)

In the event that a computer virus is introduced on to the Licensee’s computer systems caused by any act, omission or negligence of the Licensor, its employees, agents or subcontractors the Licensor will use its best endeavours at the Licensee’s request to restore the Licensee’s system to normal operational readiness.

A)

The Licencee may terminate this agreement by not taking up the annual renewal option which will be offered by the Licensor 30 days before any renewal date.

B)

The Licensor will give the Licensee at least one year’s notice, should the option to renew the agreement not be available.