PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT BELOW
This agreement is made between you the user and GPintranet™ Ltd , 54 Elbe Street, London, SW6 2QP for licensing by GPintranet™ Ltd to the User of the GPintranet™ Ltd 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™ Ltd 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 and the annual subscription fee for the software which is renewable annually. If you do not agree to the terms of this Agreement, promptly contact GPintranet™ Ltd to uninstall the software from your computer network. GPintranet™ Ltd 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 and the annual subscription 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™ Ltd and is protected by International Copyright Law. You must therefore treat the software as any other copyright material (e.g. a book).
YOU MAY NOT USE, COPY, MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSFER THE PROGRAMS OR ANY COPY, MODIFICATION, OR MERGED PORTION IN WHOLE OR PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
Copyright
All intellectual property rights in the software and User documentation are owned by GPintranet™ Ltd or its suppliers and are protected by English copyright laws, other applicable intellectual property laws and international treaty provisions. GPintranet™ Ltd retains all rights not expressly granted.
Term
The licence is effective unless rejected or until terminated. You may terminate it at any time by writing to GPintranet™ Ltd giving 90 days notice. 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. On non-payment of the annual subscription fee when due or failure to register, this licence will automatically terminate and the software will become unusable.
On signing this contract you also agree to pay the purchase price within 30 days or to abide by the purchase plan that has been agreed (state purchase plan). You also agree to pay the annual subscription each year upon receipt of invoice. Failure to pay the annual subscription will render GPintranet™ Ltd unusable.
Purchase and installation
The purchase price of GPintranet™ Ltd includes the hardware (the computer, where supplied), the software (the GPintranet™ programme), The GPintranet™ Ltd licence, 1 day’s full training for all staff and 1 printed paper manual. (More manuals can be downloaded from www.gpintranet.net). The purchase price includes the installation of GPintranet™ on to your surgery’s network, including staff and labour.
Annual subsricption
By purchasing GPintranet™ Ltd you agree to pay the annual subscription. To be paid each 365 days (366 days in leap year) from date of original installation date. Annual Subscription includes technical support, updates released by GPintranet™ Ltd and online back-up of information of database, in an encrypted format. Technical problems caused by power cuts within your surgery or faulty network equipment are not covered under the annual subscription relating to GPintranet™ - Contact GPintranet™ Ltd for full details.
As from 1st August 2009, surgeries will be invoiced 1 month prior to renewal due date and invoice must be paid prior to renewal. Upon receipt of payment GPintranet™ software will be remotely activated for another year . If invoice is not paid prior to renewal date and subscription expires GPintranet™ Ltd will re-activate GPintranet™for 7 days, upon which time the annual subscription should be paid. Failure to pay at this time will deem GPintranet™ unusable and will not be re-activated until payment has been received.
Training
GPintranet™ Ltd provides training on the day of installation and one half day training within 3 months from the date of installation. Training is also provided in the form of a manual which is available online from www.gpintranet.net and is updated with every new update released. There is also basic training provided via GPintranet™ University. Additional training can be provided via an online link on request. In-house training can be provided outside the day of installation on request to GPintranet™ Ltd and may be liable to a cost. Contact GPintranet™ Ltd for full details.
Support
GPintranet™ Ltd offers a comprehensive support package and will endeavour to solve any software problems within the quickest time possible. Support will not be covered if the GPintranet™ Ltd computer has been misused, tampered or software has been uploaded that may affect the performance of GPintranet™ Ltd. Most support problems can be remedied remotely by GPintranet™ Ltd. You may be asked to attach a computer screen, keyboard and mouse to facilitate. the event that there is a fault with the hardware (computer) we will expect to remedy this as soon as possible.
Limited warranty and remedies
THIS INTRANET SOFTWARE IS INTENDED TO FASILITATE COMMUNICATION (CLINICAL, ADMINISTRATIVE, CLERICAL) WITHIN A GENERAL PRACTICE SURGERY.
The software can only be used if the full purchase price and the annual subscription fee payable to GPintranet™ Ltd have been paid.
- Except for the express warranty stated above GPintranet™ Ltd 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™ Ltd
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™ Ltd OR ITS SUPPLIERS ARE SET FORTH ABOVE. IN NO EVENT WILL GPintranet™ Ltd 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 .
- GPintranet™ Ltd reserves the right in its sole discretion to amend the annual subscription fee on giving one months’ prior written notice to the User.
- In no event shall GPintranet™ Ltd or its employees be liable for any damages whatsoever, even if GPintranet™ Ltd has been advised of the possibility of such damages in any particular case. GPintranet™ Ltd entire liability under any provisions of this Agreement shall be limited as provided in this Agreement.
- GPintranet™ Ltd 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. This includes that the GPintranet™ Ltd computer not be moved from its original installation point without prior knowledge given to GPintranet™ Ltd. This includes changing the network point. No additional software maybe added to this computer. GPintranet™ Ltd will not be responsible for any problems that occur with the performance of GPintranet™ Ltd software due to additional unauthorised software being added. This will not be covered by the annual subscription which includes support.
- Updates releases are included in the annual subscription to the registered User (Person or organization who have purchased the software and continues to pay the annual subscription payment). Updates will be installed when available. GPintranet™ Ltd is under no obligation to release any updates.
- 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™ Ltd.
- (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™ Ltd. - Property and confidentiality in the Software
8.1 The software contains confidential information of GPintranet™ Ltd and all copyright trademarks and other intellectual property rights in the software are the exclusive property of GPintranet™ Ltd .
8.2 The User shall not:
8.2.1 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™ Ltd 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™ Ltd’s copyright and trade mark notices;
8.3.3 notify GPintranet™ Ltd 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™ Ltd in the Software.
8.4 The User shall inform all relevant employees agents and sub-contractors that the software constitute confidential information of GPintranet™ Ltd and that all intellectual property rights therein are the property of GPintranet™ Ltd 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. - Copying of the Software
The User shall not be entitled to make any back-up copy of the software. GPintranet™ Ltd monitors each copy of the software in use to prevent infringement of copyright. GPintranet™ Ltd will back up all the information held on GPintranet™ to ensure that there is a copy in case there is damage or failure with GPintranet™ . - Limitation of liability
10.1 The following provisions set out GPintranet™ Ltd'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™ Ltd 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™ Ltd'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™ Ltd shall accept liability to the User in respect of damage to the tangible property of the User resulting from the negligence of GPintranet™ Ltd or its employee’s agents or sub-contractors.
10.5 Subject to the provisions of clause 10.3 above GPintranet™ Ltd'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™ Ltd 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™ Ltd 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™ Ltd subject to the terms of this Agreement for the remainder of the original warranty period. - 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™ Ltd will upon request replace the same subject to the User paying its then replacement charges. - 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. - Duration of agreement
This agreement shall continue until terminated in accordance with the provisions of clause 14 below. - 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 annual subscription by payment when due of the annual subscription fee;
14.1.2 by the User upon giving not less than 90 days notice to GPintranet™ Ltd ;
14.1.3 forthwith by GPintranet™ Ltd if the User fails to pay any sum due hereunder within 30 days of the due date therefore;
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.
14.4 Upon termination of GPintranet™ Ltd the software will become unusable. Data that has been collected on GPintranet™ may be extracted into a SQL dump file for your use by GPintranet™ Ltd. This is liable to a fee. GPintranet™ Ltd will no longer be liable for this data and will offer no support should the user require it.
14.4 The manual for GPintranet™ and any other training leaflets and newsletters that have been published by GPintranet™ Ltd for the intention of facilitating the use of GPintranet™ Ltd. Remain property of GPintranet™ Ltd and shall not be used for reproduction and passed on to a third party. - Successors
This Agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto. - 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™ Ltd. - 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. - 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.
