THIS AGREEMENT is made between you the User and GPintranet™ , 54 Elbe Street, London, SW6 2QP for licensing by GPintranet™ to the User of the GPintranet™ software product which may include associated media, printed materials and online or electronic documentation (“the software”) on the date you accept the terms of this Licence Agreement having read its terms and having confirmed your agreement to them by allowing GPintranet™ to be installed on your computer network. By installing, copying, downloading, accessing or otherwise using the software on your machine you agree to be bound by the terms of this Agreement, to pay the full purchase price or the rental fee for the software which is renewable annually. If you do not agree to the terms of this Agreement, promptly contact GPintranet™ to uninstall the software from your computer network.

GPintranet™ grants you a non-exclusive licence to use one copy of the software on all of the computers at a single site. You may be provided with the software for a trial period after which you must register your agreement to the terms of this Agreement by paying the full purchase price or the annual rental fee payable notified to you separately in respect of the trial period and the remainder of the first year. The software is “in use” on a computer as provided in clause 7 below and when it is loaded into the temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk, CD-ROM or other storage device) of that computer.

The software is subject to English copyright law protection and owned by GPintranet™ and is protected by International Copyright Law. You must therefore treat the software as any other copyright material (e.g. a book). In addition to installing the software on one computer you may only make a copy of the software for archival and back up purposes, and any copy must contain copyright notices in the same form as the original.

All intellectual property rights in the software and User documentation are owned by GPintranet™ or its suppliers and are protected by English copyright laws, other applicable intellectual property laws and international treaty provisions. GPintranet™ retain all rights not expressly granted.

The licence is effective unless rejected or until terminated. You may reject or terminate it at any time by destroying the software together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the software together with all copies, modifications and merged portions in any form. On non-payment of the rental fee when due or failure to register, this licence will automatically terminate and the software will become unusable.

The software can only be used if the full purchase price or the annual rental fee payable to GPintranet™ in advance at the commencement of such term following an initial trial period of a maximum of two calendar months is paid when due and on the clear understanding that:

1. Except for the express warranty stated above GPintranet™ gives no warranties, (express or implied), including (but not limited to) any implied warranties whether relating to merchantability or fitness for a particular purpose or otherwise with respect to the software. All such warranties are hereby excluded to the fullest extent permitted by English law. GPintranet™ and its suppliers do not warrant that the functions contained in the programs will meet your requirements or that the operation of the programs will be uninterrupted or error-free. You assume responsibility for the selection of the program and hardware to achieve your intended results: and for the installation, use and results obtained from the programs. YOUR SOLE REMEDIES AND THE ENTIRE LIABILITY OF GPintranet™ OR ITS SUPPLIERS ARE SET FORTH ABOVE. IN NO EVENT WILL GPintranet™ OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES INCLUDING ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS OR OTHER DAMAGES ARISING OUT OF USE OF OR INABILITY TO USE SUCH PROGRAMS .

2. GPintranet™ reserves the right in its sole discretion to amend the rental fee on giving one months’ prior written notice to the User.

3. In no event shall GPintranet™ or its employees be liable for any damages whatsoever, even if GPintranet™ has been advised of the possibility of such damages in any particular case. GPintranet™ ’s entire liability under any provisions of this Agreement shall be limited as provided in this Agreement.

4. GPintranet™ ’s exclusive warranty and the remedy provided for breach thereof shall not apply to damage or deficiencies resulting from accident, alteration, and modification, foreign attachments, misuse, tampering, negligence, improper maintenance or abuse.

5. Upgrades and maintenance releases are issued free to the registered User (Person or organization who have purchased or rented the software and continues to pay the annual support fee/rental payment). The User shall install these releases on all computers that use the software within 10 working days of receiving them. Updates will be made available the intranet. The user will be trained in installing such updates.

6. This Agreement supersedes all prior agreements and understandings between the parties, whether written or oral, related to the subject matter and is intended by the parties as the complete and exclusive statement of the terms of their Agreement. No modification, addition to, or waiver of any of the terms hereof shall be effective unless in writing and signed by an authorised officer of GPintranet™ .

7.(a) For the purposes of this Agreement the term “use” is defined as the copying or transmission of the software or (where in machine readable form) including the manual into a computer for the processing of the instructions contained in the software.
(b) For the purposes of this Agreement the term “the software” means the software programs in object code form including any new release of the same made or issued by GPintranet™ .

8. Property and confidentiality in the Software
8.1 The software contains confidential information of GPintranet™ and all copyright trademarks and other intellectual property rights in the software are the exclusive property of GPintranet™ .
8.2 The User shall not:
8.2.1 save as provided in clause 9 below make back-up copies of the software;
8.2.2 save solely for the purposes expressly permitted by and in accordance with s. 296A(1) Contracts, Designs and Patents Act 1988 (as amended) (“CDPA”) or s. 50B(2) CDPA copy adapt or reverse compile the whole or any part of the software; 8.2.3 assign transfer sell lease rent charge or otherwise deal in or encumber the software to a third party or use the software on behalf of any third party or make available the same to any third party save where such third party has agreed in advance with GPintranet™ a Programme Licence Agreement in broadly similar terms to this Agreement; or
8.2.4 remove or alter any copyright or other proprietary notice on any of the software.

8.3 The User shall:
8.3.1 keep confidential the software and limit access to the same to those of its employees agents and subcontractors who either have a need to know or who are engaged in the Use of the Licensed Programs (including where appropriate the Programme Documentation);
8.3.2 reproduce on any copy (whether in machine readable or human readable form) of the software GPintranet™ ’s copyright and trade mark notices;
8.3.3 notify GPintranet™ immediately if the User becomes aware of any unauthorised use of the whole or any part of the software by any third party; and without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of GPintranet™ in the Software.

8.4 The User shall inform all relevant employees agents and sub-contractors that the software constitute confidential information of GPintranet™ and that all intellectual property rights therein are the property of GPintranet™ and the User shall take all such steps as shall be necessary to ensure compliance by its employees agents and sub-contractors with the provisions of this clause 8.

9. Copying of the Software
The User shall be entitled to make one back-up copy of each installation of the software. Any such copy shall in all respects be subject to the terms and conditions of this agreement and shall be deemed to form part of the software.

10. Limitation of liability
10.1 The following provisions set out GPintranet™ ’s entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the User in respect of: 10.1.1 any breach of its contractual obligations arising under this agreement; and 10.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this agreement AND THE USER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 10.
10.2 Any act or omission on the part of GPintranet™ or its employees agents or sub-contractors falling within clause 10.1 above shall for the purposes of this clause 10 be known as an ‘Event of Default’.
10.3 GPintranet™ ’s liability to the User for death or injury resulting from its own or that of its employees’ agents’ or subcontractors’ negligence shall not be limited.
10.4 Subject to the limits set out in clause 10.5.1 below GPintranet™ shall accept liability to the User in respect of damage to the tangible property of the User resulting from the negligence of GPintranet™ or its employees agents or sub-contractors.
10.5 Subject to the provisions of clause 10.3 above GPintranet™ ’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
10.5.1 £50.00 in the case of an Event of Default falling within clause 10.4 above; and
10.5.2 in the case of any other Event of Default the aggregate of the Licence Fee paid in the immediately preceding period of 12 months.
10.6 Subject to clause 10.3 above GPintranet™ shall not be liable to the User in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the User as a result of an action brought by a third parry) even if such loss was reasonably foreseeable or GPintranet™ had been advised of the possibility of the User incurring the same.
10.7 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement.
10.8 Nothing in this clause shall confer any right or remedy upon the User to which it would not otherwise be legally entitled.
10.9 Any replacement software will be warranted by GPintranet™ subject to the terms of this Agreement for the remainder of the original warranty period.

11 Risk in the software
Risk in the Software will pass to the User on delivery. If subsequently the software is (in whole or in part) destroyed damaged or lost GPintranet™ will upon request replace the same subject to the User paying its then prevailing charges.

12 Confidentiality
12.1 Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
12.1.1 Trivial or obvious;
12.1.2 Already in its possession other than as a result of a breach of this clause; or
12.1.3 In the public domain other than as a result of a breach of this clause.

12.2 Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 12.1 above by its employee’s, agents and sub-contractors.

13. Duration of agreement
This agreement shall continue until terminated in accordance with the provisions of clause 14 below.

14. Termination
14.1 This agreement may be terminated:
14.1.1 by expiry of the twelve months term and the User’s failure to renew the rental by payment when due of the annual rental fee;
14.1.2 by the User upon giving not less than 30 days notice to GPintranet™ ;
14.1.3 forthwith by GPintranet™ if the User fails to pay any sum due hereunder within 30 days of the due date therefor;
14.1.4 forthwith by either party if the other commits any material breach of any term of this agreement (other than one falling within 14.1.2 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same;
14.1.5 forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

14.2 Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination

14.3 The User accepts that the software was not designed and produced to its individual requirement and that the User was responsible for their selection.

15. Successors
This Agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

16. Assignment and sub-licensing
The User shall not be entitled to assign, or otherwise transfer this agreement nor any of its rights or obligations hereunder nor sub-license the use (in whole or in part) of the software without the prior written consent of GPintranet™ .

17. Headings
Headings to clauses in this Agreement are for the purpose of information and identification only and shall not be construed as forming part of this Agreement.

19. Law
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods (1980) but shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS: YOU FURTHER AGREE IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT