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CLEAR FOCUS CALL CENTRE SOFTWARE LICENSE:
THIS SOFTWARE LICENCE AGREEMENT is
BETWEEN:
(1) Bespoke Software Solutions Ltd a company registered in England under number 5792499 and (hereafter known as the "Dealer")
(2) You the end user (hereafter known as the "User")
1. Introduction
1.1 The Dealer carries on the business of marketing and selling the use of computer programs and software systems as agent for the Owner of the computer programs and software systems.
1.2 The User wishes to use such computer programs and software systems.
2. Interpretation
In this Agreement, unless the context otherwise requires:-
"The System" means the computer program and software system known as Clear Focus Call Centre [consisting of a package of composite programs specified overleaf] the subject to the dealer-user agreement as specified overleaf (or if more than one each of them) and shall include all updates and additional or substitute programs and software provided by the Owner pursuant to this Agreement;
"System Material" means diskettes magnetic tapes, punched cards and other media containing or reading any part of the system;
"User Manual" means the operator`s and user`s manual relating to the system;
"Computer" means the computer specified overleaf or with the written consent of the User a replacement or modified computer;
"Dealer-User Contact" means the agreement of even date herewith between the Dealer and the User for the sale to the user of the system material and user manual.
"Owner" means Bespoke Software Solutions Ltd
3. Software Licence
3.1 The System Material and System Manual are supplied with the benefit of and on condition that the User shall accept a non-exclusive licence from the Owner to the User to use the system on the terms and conditions hereof and the said licence is hereby granted by the Dealer, acting as agent for the Owner. [it is acknowledged by the Dealer and the User that the Dealer`s authority as agent for the owner is limited to the express terms of this clause.]
3.2 The System may not be used by the User other than for the internal purposes of its business (as specified overleaf) on the computer. The User may not use or permit the use of the system for the purpose of providing a computer bureau service or for any other purpose save as aforesaid.
3.3 This licence is persona to the User which may not directly or indirectly assign, delegate or transfer any right granted to it hereunder or grant any sub-licence thereof.
4. System Material
4.1 Risk for loss or damage to the System Material shall pass to the User on delivery to the User.
4.2 The User shall not be entitled to have access to the source code in respect of the system or to create or to attempt to create the same
4.3 The Owner may from time to time and at any time require any System Material supplied to the User to be replaced with alternative System Material and shall from time to time provide the user with updates for the System (if any) as soon as is practicable after such update becomes generally available to the Owner`s clients; the User shall upon delivery of any such alternative System Material or update adopt the same and either immediately destroy or as soon as practicably possible thereafter and at its own expense return to the Owner or to its order all System Material previously supplied to it which is replaced or superseded thereby.
5. Method of use
5.1 The User will ensure that all System Material is correctly used in efficient and properly functioning machines or equipment and that any of its employees who have access to or the use of such machines or equipment are properly trained and authorised for this purpose.
5.2 The User shall not without the prior written consent of the Owner use or adapt the System or any System Material or permit the use or adaptation of the same for the purpose of merging it into any other computer program or material, shall not make any copies of the System Material and shall comply with all applicable laws or regulations relating to the System, the System Material or its use.
5.3 The Owner shall have the first option to make any enhancement or addition to the System required by the licensee and the Owner shall have no liability to the User or otherwise for any enhancement addition or modification to the System carried out by a third party or for any change in the User`s operation system.
6. Rights in the system and their protection
6.1 The User shall have no right to the property in the System and System Material or the Users Manual, or to the copyright or other intellectual property rights of the Owner of whatever nature therein, acknowledges the confidentiality thereof and the title of the Owner therein, and undertakes not to do or assist in the doing of anything which might bring the Owner`s title into question.
6.2 Any changes in, developments of or improvements to the System or any System Material which are made by the User shall be the absolute property of the Owner and the User shall be the absolute property of the Owner and the user shall forthwith communicate the same to the Owner which shall be entitled to use of same as it may in its absolute discretion think fit.
6.3 The User shall not at any time disclose to any person any information techniques or know-how concerning the system or the System Material or its use or any information contained in the Users Manual and shall take all practical steps to prevent the disclosure of any such information contained in the Users Manual and shall take al practical steps to prevent the disclosure of any such information to any other person including the introduction and maintenance of procedures for the sale custody of the System, all System Material and the Users Manual supplied to the User;
6.4 The User will instruct each employee who is or may be required to deal with the System, any System Material or Users Manual that they are secret and confidential and are not to be disclosed to any third party; and
6.5 The User undertakes to indemnify the Owner against all costs, claims damages and expenses (including legal expenses) incurred by the Owner by reason of the disclosure of the System, any System Material or the Users Manual to third parties or of any other fact or omission which constitutes a breach of this clause; this clause shall not apply to information which is or becomes public knowledge through no fault of the User.
7. Infringement of rights
7.1 The User shall promptly and fully notify the Owner of:-
7.1.1 any actual threatened or suspected infringement of the copyright or other intellectual rights of the owner in the System, any System Material or the Users Manual or of any breach of confidence relating thereto which comes to its notice; and
7.1.2 any claim brought against the User alleging that its use of the System any System Material or the Users Manual infringes the copyright or other intellectual rights belonging to or alleged to belong to the claimant.
7.2 If any such claim as is mentioned in clause 8.1.2 is brought against the User, the Owner may at its option either;
7.2.1 require the User to cease using the material which allegedly infringes the rights of the claimant; or
7.2.2 require the Owner to depend or settle the claim at the cost of and in accordance with the directions of Owner, in which case it will indemnify the User against all costs, damages or other compensation awarded against or agreed with the consent of the Owner to be paid in settlement by the User subject to the Owner being entitled to all costs, damages or other compensation awarded against or agreed to be paid in settlement by the claimant.
8. Maintenance of the system
8.1 The User will at its own expense be responsible for routine day to day maintenance of the system and all systems material in its possession.
8.2 The User shall promptly notify the owner of any defect or error in the system or the system material in its possession, whereupon the Owner shall take all proper steps to correct the same as soon as practicable by sending corrected system material to the user.
9. Liability of the Owner
9.1 The Owner shall not be liable to the User:-
9.1.1 by reason of any representation or by reason of the breach of any implied warranty or other implied term or any duty at common law for any loss, damages, costs, expenses or other claim for compensation whatsoever howsoever the same may arise and whether occasioned by the negligence of the Dealer or the Owner, their servants or users or otherwise to the extent that:-
9.1.1.1 any such claim is for consequential loss or damages whether for loss of profit or otherwise; or
9.1.1.2 in respect of any claim for consequential loss or damage, the amount of any such claim exceeds the price for the system paid by the User.
9.2 The Owner shall not be liable for the performance use or consequences of any changes to the system or any system material which are made otherwise than by the owner and the owner shall have no obligation hereunder to correct, maintain or update any part of the system or any system material which has been the subject of any such change.
9.3 The Owner does not warrant that the system or any system material will not infringe the copyright or other intellectual property rights of any other person.
10. Force majeure
Neither party shall be liable to the other party insofar as it is prevented from performing its obligations under this Agreement for any reason beyond its control including (but not limited to) war, civil disorder, strikes, lockouts or other industrial disputes and shortage of labour or materials.
11. Period of Agreement and termination
11.1 in addition to and without prejudice to any other remedy the Owner may forthwith terminate the licence granted pursuant to this agreement at any time by giving to the User 30 days` written notice if the User has committed any breach of the terms of contract or if the User goes into liquidation or becomes insolvent or if a receiver, administrator or other similar officer is appointed in respect of the whole or any part of the undertaking and assets of the User or if being an individual the User commits an act of bankruptcy.
11.2 Upon termination of the contract the User shall return to the Owner all System Material and Users Manual (including copies thereof). In default the Owner may enter upon the User`s premises and repossess the same.
12. Nature of contract
This licence is personal to the User who shall not be entitled to mortgage, charge, directly or indirectly assign, delegate or transfer to any person or grant any form of sub-licence in respect of the benefit of the same.
13. Notices and service
Any notice or information required or authorised by this Agreement to be served or given by either party to the other may be served or given by sending the same by first class mail, telegram, cable or telex to the other party at the address specified overleaf and in the case of notice sent by first class post it shall be deemed to have been given 72 hours after posting and in the case of telegram, cable or telex shall be deemed to have been given at the time of despatch.
14. Applicable Law and Jurisdiction
14.1 This Agreement shall be governed by, and construed in accordance with, English Law.
14.2 In relation to any legal action or proceedings to enforce this Agreement or arising our of or in connection with this Agreement ("proceedings") each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to proceedings in such courts on the grounds of venue or in the grounds that the proceedings have been brought in an inconvenient forum.
By Agreeing to this licence you are agreeing to all terms and parts laid out in this document.