2.1

"Documentation"

shall mean the manuals and other documents associated with the Software supplied by the Supplier to the Client.

2.2

"Licence"

shall mean this Agreement.

2.3

"Services"

means the software support services provided by the Supplier to the Client on the terms of this Agreement.

2.4

"Software"

shall mean the computer program or programs agreed between the Supplier and the Client and shall include any replacements, modifications or additions supplied under this Licence.

6.1

The Client may not transfer the Software outside the United Kingdom without the prior consent in writing of the Supplier.

6.2

The Client shall follow all reasonable instructions given by the Supplier from time to time with regard to the use of the Software. The Client shall permit the Supplier, at all reasonable times to verify that the use of the Software is within the terms of the Licence.

7.1

The Supplier shall supply to the Client relevant items of the Documentation.

7.2

The Client may not make copies of the Documentation without the Supplier's prior written agreement. At the request of the Client the Supplier shall provide such additional copies of the Documentation as the Client may reasonably require for the normal operation of its business, at the Supplier's then current standard scale of charges.

8.1

The Client may make only such copies of the Software as are necessary for its operational use and security. The Licence applies to such copies as it applies to the Software.

8.2

The Client may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software unless it is necessary to decompile the Software to obtain the information necessary to create an independent program which can be operated with the Software or with any other program ("Permitted Objective") and the information so obtained is not used for any purpose other than the Permitted Objective. The Client shall not be entitled to decompile the Software under this clause if the Client:

8.3

Copyright in any information obtained by the Client as a result of any decompilation of the Software shall be the absolute property of the Supplier.

9.1

Title, copyright and all other proprietary rights in the Software and the Documentation and all parts and copies of it shall remain vested in the Supplier

9.2

The Client shall follow all reasonable instructions given by the Supplier from time to time with regard to the use of trademarks owned by the Supplier and other indications of the property and rights of the Supplier.

10.1

The Supplier shall fully indemnify the Client against all damages (excluding consequential damages), costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement in the United Kingdom of copyright in consequence of the authorized use or possession of the Software or Documentation supplied by the Supplier under the Licence, subject to the following:

10.2

If at any time an allegation or infringement of copyright is made in respect of the Software, or if in the Supplier's reasonable opinion such an allegation is likely to be made, the Supplier may at its own expense modify or replace the Software so as to avoid the infringement without detracting from overall performance.

11.1

In the case of a periodic Licence, the Client may terminate the Licence by giving three months prior written notice to the Supplier to take effect at the end of the initial period agreed by the parties.

11.2

The Licence may be terminated forthwith by earlier party on written notice if the other party is in breach of the terms of the Licence and, in the event of a breach capable of being remedied, fails to remedy the breach within 14 days of receipt of notice of it in writing.

11.3

Either party may terminate the Licence forthwith on written notice if the other party shall become insolvent or bankrupt or make an arrangement with its creditors or go into liquidation.

11.4

Termination of the Licence shall not prejudice any rights of either party which have arisen on or before the date of termination.

11.5

Within seven days following the date of termination the Client shall at the option of the Supplier return or destroy all copies, forms and parts of the Software and Documentation which are covered by this Licence and shall certify to the Supplier in writing that this has been done.

12.1

The Client agrees to pay the Supplier the Software Services charges which may be subject to revision. Additions and deletions to Software which have occurred since the previous renewal will be invoiced pro rata for the current period.

12.2

The Services comprise support and enhancement services to the Software including the following:

12.3

Diagnosis and solution of operational problems will when practicable be carried out remotely from the Client's premises. Where problems have not been resolved remotely, the Supplier shall provide on-site services to carry out such work at the Client's premises, which will be charged at the prevailing rate per hour.

14.1

Supplier is not obliged to support the Software if:

14.2

Any additional or remedial work carried out by the Supplier as a result of any of the conditions outlined in 13.1 above will be chargeable at the prevailing scale of charges.

15.1

The Client will:

15.2

Any additional or remedial work carried out by the Supplier as a result of the Client not carrying out any of its responsibilities in 14.1 above will be chargeable at the prevailing scale of charges.

16.1

provide the Services diligently and efficiently using reasonable skill and care;

16.2

provide suitably skilled and appropriately trained personnel to carry out the Services; and

16.3

support at least the current version of the Software.

17.1

The Supplier will indemnify the Client for direct physical injury or death caused either by defects in the Support or by the acts or omissions of its employees.

17.2

The total liability of the Supplier under these terms will be limited to an amount equal to ten times the Software Licence fee or the Software Services charges (whichever is applicable) for any one event or series of connected events.

17.3

Neither party shall be liable to the other for any indirect or consequential loss of whatever nature, howsoever caused whether occurring in contract, tort or otherwise.

17.4

The Supplier does not warrant either that the Services will achieve any intended result other than as expressly set out in any specification agreed between the parties or that the operation by the Client of any program provided by the Supplier under this Agreement will be uninterrupted or error free.

18.1

by either party if the other party is in material or continuing breach of any of its obligations under this Agreement and fails to remedy them (if capable of remedy) for a period of 30 days after written notice of the breach by the other party;

18.2

by either party if the other is involved in any legal proceedings concerning its solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or has a Receiver or Manager appointed over all or any part of its assets or generally becomes unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986;

18.3

by the Supplier if the Client fails to pay any sums due under this Agreement by the due date, and such failure continues for 30 days after written notice by the Supplier to the Client.