TelepathyDB License Agreement

PLEASE READ THESE LICENCE TERMS AND CONDITIONS CAREFULLY

This licence agreement is a legal agreement between you (Licensee or you) and Prose Intelligence Ltd incorporated and registered in England and Wales with company number 14671146 whose registered office is at 3rd Floor, 56 Wellington Street, Leeds, UK, LS1 2EE (Licensor, us or we) for the supply of:

· TelepathyDB computer software, the data supplied with the software, and the associated media (Software); and

· Online or electronic documentation (Documentation).

We license use of the Software and Documentation to you on the basis of this licence agreement. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times.

Agreed terms

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Licensee who are authorised by the Licensee to use the Software, as further set our in this agreement.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Fee: the licence fee payable by the Licensee to the Licensor under clause 4.

Holding company and subsidiary mean a "holding company" and "subsidiary" as defined in section 1159 of the Companies Act 2006. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in sub sections 1159(1)(a) and (c) to voting rights are to the members' rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Software: the computer programs known as TelepathyDB and any updates which is acquired by the Licensee during the subsistence of this agreement.

Specification: the document detailing the specification of the Software.

UK GDPR: refers to the Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (amendments etc.) (EU exit) Regulations 2019 as amended by the Data Protection, Privacy and Electronic Communications (amendments etc.) (EU exit) Regulations 2020.

User Subscriptions: the user subscriptions purchased by the Licensee pursuant to Clause 2 which entitle Authorised Users to access and use the Software in accordance with this agreement.

Personal Subscription: a user subscription purchased by the Licensee pursuant to Clause 2, which entitles one (1) Authorised User to access and use the Software solely for the Licensee's internal business operations, excluding any law enforcement purposes and the provision of services to third parties, at a cost of £79.99 per month per seat.

Professional Subscription: a user subscription purchased by the Licensee pursuant to Clause 2, which entitles one (1) Authorised User to access and use the Software for any legal purpose, including for authorised law enforcement purposes and the provision of services to third parties, at a cost of £239.99 per month per seat.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Third-Party Software and Third-Party Additional Terms: refers to any software which is owned or licensed by any third party which is not a party to this agreement and also refers to any such third party’s terms and conditions relating to such third party’s software.

1.3 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.4 Unless the context otherwise requires:

(a) words in the singular shall include the plural and in the plural shall include the singular;

(b) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;

(d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5 In the case of conflict or ambiguity between any provision contained in the body of this agreement and any provision contained in the schedules or appendices, the provision in the body of this agreement shall take precedence.

1.6 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.7 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.8 The Schedules and Annexes form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules and Annexes.

1.9 A reference to writing or written excludes fax.

2. User subscriptions

2.1 Subject to the Licensee purchasing the User Subscriptions in accordance with Clause 2, the restrictions set out in this clause 2, and the other terms and conditions of this agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Software during the Subscription Term solely for the Licensee's internal business operations. The Licensee may choose between Personal Subscription and Professional Subscription, each subject to its respective pricing and conditions as defined herein.

2.2 In relation to the Authorised Users, the Licensee undertakes that:

(a) the maximum number of Authorised Users that it authorises to access and use the Software shall not exceed the number of User Subscriptions set out in any order form issued by the Licensor from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Software;

(c) each Authorised User shall keep a secure password for their use of the Software, that such password shall be regularly changed and that each Authorised User shall keep their password confidential;

(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Licensor within 5 Business Days of the Licensor's written request at any time or times;

(e) it shall permit the Licensor or the Licensor's designated auditor to audit the Software in order to establish the name and password of each Authorised User and the Licensee's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Licensor's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Licensee's normal conduct of business;

(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Licensee's other rights, the Licensee shall promptly disable such passwords and the Licensor shall not issue any new passwords to any such individual; and

(g) if any of the audits referred to in clause 2.2(e) reveal that the Licensee has underpaid Subscription Fees to the Licensor, then without prejudice to the Licensor's other rights, the Licensee shall pay to the Licensor an amount equal to such underpayment as calculated in accordance with the then subscription prices of the Licensor within 10 Business Days of the date of the relevant audit.

2.3 Except for authorised law enforcement purposes set out in section 31 of UK GDPR, the Licensee shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or

(b) facilitates illegal activity; or

(d) promotes unlawful violence; or

(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(f) is otherwise illegal or causes damage or injury to any person or property, and the Licensor reserves the right, without liability or prejudice to its other rights to the Licensee, to disable the Licensee's access to any material that breaches the provisions of this clause.

(g) For Personal Subscriptions, the exemption outlined in Section 2.3 'Except for authorised law enforcement purposes set out in section 31 of UK GDPR' shall not apply. Personal Subscribers are not authorised to use the Software for any law enforcement purposes. Licensees seeking to use the Software for law enforcement purposes must purchase a Professional Subscription.

2.4 The Licensee shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Software in order to build a product or service which competes with the Software or the Licensor’s business; or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided under this clause; or

(f) introduce or permit the introduction of, any Virus into the Licensor's network and information systems.

(g) use the Software to monitor any individual natural person or for gathering personal data (as defined in UK GDPR for the purposes of monitoring).

(h) For Professional Subscriptions, Clause 2.4(c) shall not apply, thereby granting Professional Subscribers the right to use the Software to provide services to third parties.

2.5 The Licensee shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify the Licensor.

2.6 The rights provided under this clause are granted to the Licensee only, and shall not be considered granted to any subsidiary or holding company of the Licensee.

3. Licence

3.1 In consideration of the Fee paid by the Licensee to the Licensor, the Licensor grants to the Licensee a non-exclusive licence for a minimum of 1 month or longer (if agreed between Licensee to the Licensor) commencing on and including the date of this licence agreement until terminated in accordance with this agreement (Subscription Term).

4. Fees

4.1 The Licensee shall pay to the Licensor the advance monthly licence fees corresponding to the selected Subscription Tier (Personal Subscription: £79.99 per month per seat; Professional Subscription: £239.99 per month per seat), with the first payment being made on the date this licence agreement starts and on the first of each month thereafter.

4.2 All payments made by the Licensee under this agreement are exclusive of VAT. The Licensor shall provide the Licensee with a valid VAT invoice. If applicable, the Licensee shall pay any stamp duties or similar transfer taxes imposed on the supplies made under this licence agreement and shall reimburse the Licensor for any such stamp duties or similar transfer taxes paid by the Licensor. All sums payable under this licence agreement are exclusive of VAT or any relevant local sales taxes, for which the Licensee shall be responsible. If the Licensee is required to make any deduction for or on account of tax from any payment due under this agreement (Tax Deduction):

(a) The Licensee shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to the Licensor that it has so accounted; and

(b) The amount of the payment due under this Agreement shall be increased so that the Licensor receives an amount equal to the amount that would have been received by it, had the Licensee not been required to make any Tax Deduction.

The Licensee and the Licensor shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, the Licensor determines in its sole discretion/acting in good faith that it (or any member of the Licensor's group) has received and retained any credit, relief or other benefit as a result of the Tax Deduction, the Licensor shall pay such amount to the Licensee as the Licensor determines in its sole discretion/acting in good faith would leave the Licensor in the same position as if the Licensee had not been required to make any Tax Deduction.

4.3 If the Licensee fails to make any payment due to the Licensor under this licence agreement by the due date for payment, then, without limiting the Licensor's remedies under clause 12, the Licensee shall pay interest on the overdue amount at the rate of 4% per annum above using the Bank of England’s base rate from time to time (in the event the Bank of England base rate is less than £0, it shall be regarded as £0 for this purpose). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.

5. Confidentiality and publicity

5.1 Each party undertakes that it shall not at any time during this agreement, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 5.2.

5.2 Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 5; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

5.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this licence agreement.

5.4 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

6. Restrictions

6.1 Except as expressly set out in this licence agreement or as permitted by any local law, you undertake:

(a) not to copy the Software or Documentation, except where permitted by this agreement;

(b) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software or Documentation nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

(i) is used only for the Permitted Objective;

(ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

(iii) is not used to create any software that is substantially similar in its expression to the Software;

(d) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor;

7. Third party providers

7.1 The Licensee acknowledges that the Software may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Licensor makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Licensee, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Licensee and the relevant third party, and not the Licensor. The Licensor recommends that the Licensee refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Licensor does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Software.

8. Licensor's obligations

8.1 The Licensor undertakes that the Software will be performed substantially in accordance with the Documentation and with reasonable skill and care.

8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Software contrary to the Licensor's instructions, or modification or alteration of the Software by any party other than the Licensee or the Licensee's duly authorised contractors or agents. If the Software does not conform with the foregoing undertaking, The Licensor will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee's sole and exclusive remedy for any breach of the undertaking set out clause 8.1

8.3 The Licensor:

(a) does not warrant that:

(i) the Customer's use of the Services will be uninterrupted or error-free; or

(ii) that the Software, Documentation and/or the information obtained by the Licensee through the Software will meet the Licensee's requirements; or

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.4 This agreement shall not prevent the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

8.5 The Licensor warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

8.6 The Licensor shall follow its archiving procedures (if any) for the Licensor’s data utilised when using the Software published from time to time. In the event of any loss or damage to such Licensor data, the Licensee's sole and exclusive remedy against the Licensor shall be for the Licensor to use reasonable commercial endeavours to restore such lost or damaged Licensee data from the latest back-up of such Licensee data maintained by the Licensor in accordance with its current archiving procedure. The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of such Licensee data caused by any third party (except those third parties sub-contracted by the Licensee to perform services related to such Licensee data maintenance and back-up for which it shall remain fully liable.

9. Limits of liability

9.1 Except as expressly stated in clause 9.2:

(a) the Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even if the Licensor was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of goodwill;

(vi) loss or corruption of data; and

(vii) wasted expenditure,

provided that this clause 9.1(a) shall not prevent claims for loss of or damage to the Licensee's tangible property that fall within the terms of clause 9.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 9.1(a);

(b) the total liability of the Licensor, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee received by the Licensor for the prior period of 12 months; and

(c) the Licensee agrees that, in entering into this licence agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this licence agreement) that it shall have no remedy in respect of such representations and (in either case) the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence agreement.

9.2 The exclusions in clause 8.4 and clause 9.1 shall apply to the fullest extent permissible at law, but the Licensor does not exclude liability for:

(a) death or personal injury caused by the negligence of the Licensor, its officers, employees, contractors or agents; or

(b) fraud or fraudulent misrepresentation; or

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which may not be excluded by law.

9.3 All dates supplied by the Licensor for the delivery of the Software or the provision of Services shall be treated as approximate only. The Licensor shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

9.4 All references to "the Licensor" in this clause 9 shall, for the purposes of this clause and clause 19 only, be treated as including all employees, subcontractors and suppliers of the Licensor and its group companies, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 19.

10. Intellectual property rights

10.1 The Licensee acknowledges that all Intellectual Property Rights in the Software (and any subsequent updates) belongs and shall belong to the Licensor, and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence agreement.

10.2 The Licensee shall defend, indemnify and hold harmless the Licensor against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Licensee's use of the Services, provided that:

(a) the Licensee is given prompt notice of any such claim;

(b) the Licensor provides reasonable co-operation to the Licensee in the defence and settlement of such claim, at the Licensee's expense; and

10.3 The Licensor undertakes at its own expense to defend the Licensee or, at its option, settle any claim or action brought against the Licensee alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence agreement infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Licensee as a result of or in connection with any such Claim. For the avoidance of doubt, this clause shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Licensee other than in accordance with the terms of this licence agreement, use of the Software in combination with any hardware or software not supplied or specified by the Licensor if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

10.4 If any third party makes a Claim, or notifies an intention to make a Claim against the Licensee, the Licensor's obligations under clause 10.3 are conditional on the Licensee:

(a) as soon as reasonably practicable, giving written notice of the Claim to the Licensor, specifying the nature of the Claim in reasonable detail;

(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensor (such consent not to be unreasonably conditioned, withheld or delayed);

(c) giving the Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and to take copies (at the Licensor's expense) for the purpose of assessing the Claim; and

(d) subject to the Licensor providing security to the Licensee to the Licensee's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Licensor may reasonably request to avoid, dispute, compromise or defend the Claim.

10.5 If any Claim is made, or in the Licensor's reasonable opinion is likely to be made, against the Licensee, the Licensor may at its sole option and expense:

(a) procure for the Licensee the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence agreement; or

(b) modify the Software so that it ceases to be infringing; or

(d) terminate this licence agreement immediately by notice in writing to the Licensee and refund any of the Fee paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided that if the Licensor modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in clause 8.1 and the Licensee shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence agreement been references to the date on which such modification or replacement was made.

10.6 Notwithstanding any other provision in this licence agreement, clause 10.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third-Party Software or through the breach of any Third-Party Additional Terms by the Licensee.

10.7 This clause constitutes the Licensee's exclusive remedy and the Licensor's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 9.1.

11. Data protection

11.1 Each party shall comply with its respective obligations in relation to the data protection legislations applicable to it (including, but not limited to, the UK Data Protection Regulations).

11.2 The Licensee shall, at its own costs, cooperate and assist the Licensor with any subject access request or any enquiry by a data protection regulatory authority who raises enquiries with the Licensor which relate to the activities of the Licensee contemplated by the terms of this agreement.

12. Termination

12.1 Without affecting any other right or remedy available to it, either party may terminate this licence agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this licence agreement on the due date for payment and remains in default not less than 14 business days after being notified in writing to make such payment; or

(b) the other party commits a material breach of any other term of this licence agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so; or

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; or

(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; or

(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership); or

(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver; or

(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or

(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days; or

(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1(c) to clause 12.1(j) (inclusive); or

(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

12.2 Any provision of this licence agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this licence agreement shall remain in full force and effect.

12.3 Termination or expiry of this licence agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the licence agreement which existed at or before the date of termination or expiry.

12.4 On termination for any reason:

(a) all rights granted to the Licensee under this licence agreement shall cease;

(b) the Licensee shall cease all activities authorised by this licence agreement;

(d) procure that all the Authorised Users cease to access the Software.

12.5 Any provision of this licence agreement which expressly or by implication is intended to come into or continue in force on or after termination of this licence agreement.

13. Waiver

13.1 A waiver of any right or remedy is only effective if given in writing.

13.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14. Remedies

Except as expressly provided in this licence agreement, the rights and remedies provided under this licence agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

15. Entire agreement

15.1 This licence agreement, the schedules and the documents annexed as appendices to this licence agreement or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.

15.2 Each party acknowledges that, in entering into this licence agreement and the documents referred to in it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence agreement or not) (Representation) other than as expressly set out in this licence agreement.

15.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.

15.4 Nothing in this clause shall limit or exclude any liability for fraud.

16. Variation

No variation of this licence agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17. Severance

17.1 If any provision or part-provision of this licence agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this licence agreement.

17.2 If any provision or part-provision of this licence agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18. Counterparts

18.1 This licence agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

18.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart of this agreement.

18.3 No counterpart shall be effective until each party has provided to the other party at least one executed counterpart.

19. Third-party rights

A person who is not a party to this licence agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this licence agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

20. No partnership or agency

20.1 Nothing in this licence agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21. Force majeure

Neither party shall be in breach of this licence agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 30 Business Days, the party not affected may terminate this licence agreement by giving 5 Business Days written notice to the affected party.

22. Notices

22.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) sent by email to the email address provided in writing from one party to the other party, from time to time.

22.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, at the time the notice is left at the proper address;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(c) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.

23. Governing law and jurisdiction

23.1 This licence agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

23.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this licence agreement or its subject matter or formation (including non-contractual disputes or claims).