- Innovise
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1. decimal point such as Release 1 x or Release 2 x and the term Version shall be defined as a specific edition of the Software designated by a number located to the right of the first decimal point such as Version x 1 or Version x 2 Target Response times Anticipated Target Anticipated Target Business Impact i Response Fix HIGH where Customer s operations are significantly affected The Licensed Software or Emergency Service major components of the Licensed Software are 1 business hour Bale ac inoperable or not working correctly and no work around exists MEDIUM where a minor component or function of the Licensed Software is inoperable or not Next planned working correctly or a Problem exists in a major 1 business day 2 release component but a temporary work around is available LOW where a problem in the Licensed Software is detected which has minimal impact on the daily Next planned 2 business days operations or for which a permanent work around major release or fix is available NONE a cosmetic change is proposed or a new Next user group i 5 business days feature is requested review Innovise Software Terms and Conditions TCs EJW MT GHO3152. for example by a courier Any other such delivery can however be arranged at your cost Innovise s obligation to provide the Support Services is conditional upon the proper use of the Software and SaaS Service and Innovise shall be under no obligation to provide the Support Services where the faults arise from any of the following misuse incorrect use of or damage to the Software from whatever cause including failure or fluctuation of electrical power failure to maintain the necessary environmental conditions for use of the Software use of the Software in combination with any equipment or software not provided by Innovise or not designated by Innovise or any fault in any such equipment or software any breach of the Company s obligations under this Agreement any modification to the Software which is not expressly authorised by Innovise or operator error These support terms shall apply to the most recent generally available Release or Version of the Software LV as well as the immediately preceding Release or Version LV 1 Company understands and agrees that Innovise shall have no obligation to support any Release or Version of the Software that is older than LV 1 For the purposes of this paragraph the term Release shall be defined as a specific edition of the Software designated by a number located to the left of the first Innovise Software Terms and Conditions TCs EJW MT GH0315 Innovise www innovisesoftware com
3. expose or advertise for sale for hire or have in your possession for private or commercial purposes any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM 1 8 Innovise warrants that during the period of 90 days after the supply of the Software to you Warranty Period the Software will when properly used perform substantially in accordance with the functions described in the user manual and release notes supplied by us provided that the Software is properly used on the computer and with the operating system for which it was designed as referred to in such materials If within the Warranty Period you notify Innovise in writing of any defect or fault in the Software in consequence of which it fails to perform substantially in accordance with the Documentation and such defect or fault does not result from you having amended the Software or used it in contravention of this Agreement Innovise will at its sole option repair or replace the Software provided that you make available all the information that may be necessary to assist Innovise in resolving the defect or fault including sufficient information to enable Innovise to recreate the defect or fault 1 9 Innovise shall permit the Company to inspect and have access to any records kept in connection with this Agreement for the purposes of ensuring that Innovise is complying with the terms of this Agreement provided that the Company provides
4. Innovise www innovisesoftware com TERMS AND CONDITIONS These terms and conditions Agreement apply to the quote agreed between us Quote Innovise Software and Solutions Limited Innovise or us or we and the company detailed in the Quote Company or you in relation to the supply by Innovise of one or more of the following the software product s listed in the Quote Software which includes computer software the data supplied with it and the associated media printed materials and documentation as supplied from time to time in connection with it Documentation and related support and maintenance services listed in the Quote the Software delivered on a SaaS model as set out in the Quote SaaS Services and or Hardware as set out in the Quote Hardware and or Professional Services as set out in the Quote Services 1 TERMS OF LICENCE 1 1 In consideration of the payment of the fee included in the Quote which shall include a fee for enrolment in the service and support programme as set out in clause 4 below Fee Innovise hereby grants to you a non exclusive non transferable right to use the Software and the Documentation in the United Kingdom in accordance with this Agreement For the avoidance of doubt the Quote must be formally accepted by Innovise in order for it to be binding on Innovise 1 2 You may download install as appropriate and use the Software for your internal business purposes only use the Softwar
5. al support for the Software and the SaaS Service available 365 days a year and 24 hours a day Support Services Innovise shall also provide an error correction and software updating service Innovise shall endeavour to comply with the anticipated target response times and target fixes shown at the end of this schedule 1 Upon receipt of a support request from you Innovise shall carry out diagnosis remotely by telephone and remote access link where remote access is available of any Software or SaaS Service fault reported in an item of Software or SaaS Service as defined in the quote Where calls relate to the interface with other software packages or environments or similar issues where the fault cannot be diagnosed as being clearly caused by the supported Software or SaaS Service Innovise will use its reasonable endeavours to assist you in finding a resolution to the problem subject to the acceptance by you of the additional charges to be levied as outlined in clause 3 below 2 ADDITIONAL CHARGES Unless otherwise stated in the Quote Innovise will levy additional charges for Out of Hours service where Office Hours are defined as Monday to Friday 08 00 to 17 00 GMT excluding UK public and bank holidays and Out of Hours is defined as all other times at an initial charge of 100 then 100 per hour or part of an hour 3 VARIATION Innovise operates an online ordering system for existing customers and you hereby agree to make use of t
6. asons of bona fide amalgamation or reconstruction passes a resolution for its winding up has a receiver or administrator manager trustee liquidator or similar officer appointed over the whole or any part of its assets makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 9 3 Upon termination for any reason a all rights granted to you under this Agreement shall cease b you must cease all activities authorised by this Agreement c you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to Innovise at Innovise s option all copies of the Software and Documentation then in your possession custody or control and in the case of destruction certify to Innovise that you have done so d any amounts due from you shall become immediately payable including in the event that Innovise has terminated this Agreement because of a default by you as set out in sub clauses 9 3 a and b above the amount payable in respect of the notice period as set out in clause 9 1 above 10 GENERAL 10 1 INTELLECTUAL PROPERTY RIGHTS a All Intellectual Property Rights as defined below associated with any ideas concepts techniques inventions processes or works of authorship developed or created by Innovise or its pe
7. at you are wholly responsible for selecting the Hardware because it is suitable for your business and you have carried out all necessary due diligence to ensure that it is suitable for your requirements The Hardware shall be at your risk following delivery to you Ownership of the Hardware shall pass to you when we have received in full in cleared funds all sums due to us in respect of the Hardware 7 INNOVISE S LIABILITY 7 1 The following provisions set out the entire financial liability of Innovise including without limitation any liability for the acts or omissions of its affiliates employees agents and sub contractors to you in respect of a any breach of this Agreement howsoever arising and b any representation misrepresentation whether innocent or negligent statement or tortious act or omission including without limitation negligence arising out of or in connection with the Agreement 7 2 All warranties conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law 7 3 Nothing in this Agreement excludes or limits the liability of Innovise for a death or personal injury caused by Innovise s negligence or b fraud or fraudulent misrepresentation 7 4 Subject to clause 7 3 a Innovise shall not in any circumstances be liable whether in tort including without limitation for negligence or breach of statutory duty howsoever arising contract misrepresen
8. cts sexually explicit images promotes unlawful violence is discriminatory based on race gender colour religious belief sexual orientation disability or any other illegal activity or causes damage or injury to any person or property and Innovise reserves the right without liability to the Company to disable the Company s access to any material that breaches the provisions of this clause 3 PAYMENT 3 1 You shall pay any invoice submitted by us strictly in accordance with the payment terms stated in the Quote 3 2 If you fail to make any payment due to us by the due date for payment then we may charge you interest on the overdue amount at the rate of 8 per annum above HSBC PLC s base lending rate from time to time or the maximum permitted by law Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount whether before or after judgment You shall pay the interest immediately on demand by us together with associated debt recovery costs 3 3 We reserve the right to include mechanisms to inhibit limit or prevent normal operation of the Software and to activate these or to suspend the delivery of Services or Saas Services until you have made all payments due to us 4 SUPPORT 4 1 Subject to payment of the applicable fees we shall provide support services to you in respect of the Software You agree to be bound by the support terms and conditions attached in schedule 1 to this Agre
9. e in connection with a single database and with a single set of data only at any one time unless the Software allows you to work with multiple sets of data if you wish to use the Software on more than one database prior express consent in writing must be obtained from Innovise and where required an additional license fee paid use any Documentation in support of the use permitted under this Agreement and make up to one copy of the Documentation as is reasonably necessary for its lawful use 1 3 Except as expressly set out in this Agreement you undertake a except as may be allowed by any applicable law which is incapable of exclusion by Agreement between the parties not to attempt to copy except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back up or operational security modify duplicate create derivative works from frame mirror republish download display transmit or distribute all or any portion of the Software and or Documentation as applicable in any form or media or by any means or attempt to copy reverse compile disassemble reverse engineer or otherwise reduce to human perceivable form all or any part of the Software b not to access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and or the Documentation c not to use the Software and or Documentation to provide a bureau service to third pa
10. ecords remotely where technically possible 1 5 The rights provided under this Agreement are granted to you only and shall not be considered granted to any of your joint venture companies or partnerships unless expressly authorised in writing and by a Director of Innovise You may allow a subsidiary company as defined in section 1159 of the Companies Act 2006 to use the rights granted under this Agreement as long as you immediately notify us of such usage they remain a subsidiary in your group and provided that Innovise Software Terms and Conditions TCs EJW MT GHO0315 Innovise www innovisesoftware com such subsidiary complies with the terms of this Agreement and you remain fully liable for all acts and omissions of such subsidiary 1 6 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to Innovise that rights in the Software are licensed not sold to you and that you have no rights in or to the Software or the Documentation other than the right to use them in accordance with this Agreement 1 7 The integrity of the Software may be protected by technical protection measures TPM so that the intellectual property rights including copyright in the Software of Innovise are not misappropriated Whether TPM is in place or otherwise you must not attempt in any way to remove or circumvent such TPM nor to apply manufacture import distribute sell let for hire offer
11. ement 5 SUPPLY OF SERVICES Innovise Software Terms and Conditions TCs EJW MT GHO0315 Innovise www innovisesoftware com 5 1 Innovise and the Company will agree mutually convenient times for the delivery of the Services Where such dates are booked in advance the Company understands that Innovise is required to commit its resources Payment for any advance bookings which are cancelled by the Company without the following notice will not be refunded a minimum of five 5 business days notice for Services to be delivered at a Company site and a minimum of two 2 business days notice for Services which will be delivered remotely 5 2 Innovise undertakes that the Services will be performed with reasonable skill and care 6 SUPPLY OF HARDWARE 6 1 The quantity and description of the Hardware shall be as set out in the Quote We shall use reasonable endeavours to transfer to you the benefit of any warranty or guarantee given by the Hardware manufacturer to us Innovise s sole liability for performance of the Hardware is limited to returning the Hardware to the manufacturer for processing under the manufacturer s warranty or guarantee and on the basis that return of the Hardware to us is within fourteen days of the date of delivery to you All warranties conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law 6 2 The Hardware is supplied to you on the basis th
12. ents in violation of this Agreement 8 4 This clause shall survive termination of this Agreement however arising 8 5 You agree that we may use your name and logo on a customer reference list that we may provide to potential customers 9 TERMINATION 9 1 Unless otherwise expressly stipulated in the Quote this Agreement shall continue in force for a period of not less than twelve months from the date of supply of the Software SaaS Service to you and will automatically continue until either party has given the other not less than ninety days written notice of termination Unless otherwise expressly stipulated in the Quote you may remove certain Software SaaS Services supplied under this Agreement after the initial period of twelve months from the date of supply by giving not less than ninety days written notice of such amendment in which case this Agreement shall continue in force in respect of the remaining Software Saa amp S Services 9 2 Innovise may terminate this Agreement immediately on written notice to you if a you commit a material or persistent breach of this Agreement which shall include a payment obligation which you fail to remedy if remediable within 14 days after the service on you of written notice requiring you to do so b the Company becomes insolvent or unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 enters into liquidation whether voluntary or compulsory other than for re
13. he online ordering system such that Quotes managed using the online system are subject to the Agreement In the event that you change the Software licensed from Innovise the changes to support charges will take immediate effect unless otherwise stated in the Quote related to the additional Software 4 COMPANY REQUIREMENTS It is a condition of these terms and conditions that you report Software and SaaS Service faults giving them a priority acting reasonably for which you will receive an immediate call logging number from Innovise For the avoidance of doubt Innovise reserves the right to reprioritise the rating of the fault as necessary 5 LIMITATIONS AND EXCLUSIONS Innovise will use all reasonable endeavours to respond to calls from you for the Support Services and provide updates of status and possible remedies reasonably promptly We intend to respond to all faults by remote means within one hour of logging for all faults logged as priority or within 24 hours for all other faults Where required and as determined by Innovise as the appropriate response a site visit will be arranged within 72 hours of a fault rated as priority and 120 hours for all other faults However no guarantee or warranty is given of any times for response or that Innovise will be able to rectify the problem within a particular time scale Any modification or error correction to the Software is provided by secure FTP or email but does not cover delivery by other means
14. information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information Confidential Information by the other party in order to perform its obligations under this Agreement A party s Confidential Information shall not be deemed to include information that a is or becomes publicly known other than through any act or omission of the receiving party b was in the other party s lawful possession before the disclosure c is lawfully disclosed to the receiving party by a third party without restriction on disclosure d is independently developed by the receiving party which independent development can be shown by written evidence or Innovise Software Terms and Conditions TCs EJW MT GHO0315 Innovise www innovisesoftware com e is required to be disclosed by law by any court of competent jurisdiction or by any regulatory or administrative body 8 2 Each party shall hold the other s Confidential Information in confidence and unless required by law not make the other s Confidential Information available to any third party or use the other s Confidential Information for any purpose other than the implementation of this Agreement for a period of seven years from disclosure of the Confidential Information 8 3 Each party shall take all reasonable steps to ensure that the other s Confidential Information to which it has access is not disclosed or distributed by its employees or ag
15. nal advertising campaign open to all comers and not specifically targeted at such staff of the other party 10 9 INSURANCE Innovise shall effect and maintain with a reputable insurance company a policy or policies of insurance providing no less than 5 000 000 worth of cover in respect of risks which may be incurred by Innovise arising out of the performance of this Agreement and shall provide a certificate evidencing such insurance upon request 10 10 LAW AND JURISDICTION If any dispute arises in connection with this Agreement the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution CEDR Model Mediation Procedure Unless otherwise agreed between the parties the mediator will be nominated by CEDR The commencement of a mediation will not prevent the parties commencing or continuing court proceedings This Agreement its subject matter or its formation including non contractual disputes or Innovise Software Terms and Conditions TCs EJW MT GHO0315 Innovise www innovisesoftware com claims shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts Innovise Software Terms and Conditions TCs EJW MT GHO315 Innovise www innovisesoftware com SCHEDULE 1 SUPPORT TERMS AND CONDITIONS 1 PROVISION OF SERVICES Innovise shall provide a telephone based Help Desk for software and technic
16. ng b We each acknowledge that in entering into this Agreement neither of us has relied on any representation undertaking or promise given by the other or which can be implied from anything said or written in negotiations between us prior to entering into this Agreement except as expressly stated in this Agreement c Neither of us shall have any remedy in respect of any untrue statement made by the other whether orally or in writing prior to the date we entered into this Agreement unless such untrue statement was made fraudulently and the other party s only remedy shall be for breach of contract as provided in this Agreement 10 7 ANTI BRIBERY Both parties shall comply with all applicable laws statutes and regulations relating to anti bribery and anti corruption including but not limited to the Bribery Act 2010 and shall not engage in any activity practice or conduct which would constitute an offence under sections 1 2 or 6 of the Bribery Act 2010 if such activity practice or conduct had been carried out in the UK 10 8 NON SOLICITATION Neither party shall except with the prior written consent of the other during the term of this Agreement and for a period of one year thereafter solicit the services of any senior staff of the other party who have been engaged in the management of this Agreement either as principal agent employee independent contractor or in any other form of employment or engagement other than by means of a natio
17. reasonable advance notice to Innovise of such inspections which shall take place at reasonable times and no more than once per annum 2 SAAS SERVICES 2 1 Innovise shall deliver the SaaS Services to you in accordance with the terms of this Agreement and the applicable SaaS Support Services service level agreement in place from time to time 2 2 In relation to the authorised users the Company undertakes that the maximum number of authorised users that it authorises to access and use the Saas Services and the Documentation shall not exceed the number of subscriptions it has purchased from time to time it will not allow or suffer any 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 SaaS Services and or Documentation each authorised user shall keep a secure password for their use of the SaaS Services and Documentation that appropriate password policies including frequency of change will be applied and that each authorised user shall keep his password confidential 2 3 The Company shall not access store distribute or transmit any viruses or any material during the course of its use of the SaaS Services that is unlawful harmful threatening defamatory obscene infringing harassing or racially or ethnically offensive facilitates illegal activity depi
18. rsonnel or contractors during the course of performing the Services or the SaaS Services or delivering the Hardware if configured by Innovise which are modifications developments enhancements or adaptations to or derivative works of Innovise s products and services shall belong exclusively to Innovise and shall be licensed to the Company under the terms of this Agreement For the purposes of this Agreement Intellectual Property Rights means all copyright rights in relation to databases design rights registered designs patents trade and service marks registered and unregistered know how rights in or relating to confidential information or any other intellectual property rights of a similar nature anywhere in the world b Subject to 9 3 c and the remainder of this clause 10 1 you are entitled to use the Documentation as you require for internal training and management requirements for the purposes of performance of this Agreement 10 2 ESCROW Where requested by you Innovise shall enter into a three party source code escrow agreement in respect of the Software with the Company and the escrow agent which Innovise has selected the charges and fees associated with such arrangement being at your expense Innovise Software Terms and Conditions TCs EJW MT GHO0315 Innovise www innovisesoftware com 10 3 TRANSFER OF RIGHTS AND OBLIGATIONS This Agreement is binding on you and us and on our respective successors and assigns You ma
19. rties d not to license sell rent lease transfer assign distribute or otherwise make the Software and or Documentation available to any third party e not to make alterations to or modifications of the whole or any part of the Software nor permit the Software or any part of it to be combined with or become incorporated in any other programs other than for the purpose of creating and maintaining necessary interfaces designed and maintained by us f to supervise and control use of the Software and ensure that your employees and representatives use the Software in accordance with this Agreement g to include the copyright notice of Innovise on all entire and partial copies you make of the Software on any medium and the Documentation 1 4 All third party software products supplied to you under the Quote are licenced to you under the terms including but not limited to the restrictions on use warranty and support of the original licensor s agreement which is supplied with such third party software and you shall comply with such terms and conditions at all times You must permit Innovise and its representatives at all reasonable times and on reasonable advance notice to inspect and have access to any premises at which the Software is being kept or used to the computer equipment located there and to any records kept pursuant to this Agreement for the purpose of ensuring that you are complying with this Agreement and also to audit such r
20. tation whether innocent or negligent or otherwise for i loss of profits or ii loss of business or iii depletion of goodwill or similar losses or iv loss of anticipated savings or v loss of goods or vi loss of contract or vii loss of use or viii loss or corruption of data or information or ix any special indirect consequential or pure economic loss costs damages charges or expenses b Innovise s total liability in contract tort including without limitation negligence and breach of statutory duty howsoever arising misrepresentation whether innocent or negligent restitution or otherwise arising in connection with the performance of the Software the SaaS Services the Services or the Hardware shall be limited to an amount equal to 125 of the fees paid by you for the Software the SaaS Services the Services or the Hardware as applicable in the twelve months prior to any such liability arising 7 5 Innovise shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business by acts events omissions or accidents beyond its reasonable control 7 6 You accept that the Software the SaaS Services the Services and the Hardware have been supplied to you on the basis that you have determined their fitness for purpose for your own specific needs 8 CONFIDENTIAL INFORMATION 8 1 Each party may be given access to
21. y not transfer assign charge or otherwise dispose of this Agreement or any of your rights or obligations arising under it without the prior written consent of a duly authorised representative of Innovise 10 4 WAIVER If we fail at any time during the term of this Agreement to insist upon strict performance of any of your obligations under this Agreement or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations A waiver by us of any default shall not constitute a waiver of any subsequent default No waiver by us of any part of this Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing 10 5 SEVERABILITY If any of the terms of this Agreement are determined by any competent authority to be invalid unlawful or unenforceable to any extent such term condition or provision will to that extent be severed from the remaining terms conditions and provisions which will continue to be valid to the fullest extent permitted by law 10 6 ENTIRE AGREEMENT a This Agreement and any document expressly referred to in it represents the entire Agreement between us in relation to the provision of the Software Hardware and Services and supersedes any prior Agreement understanding or arrangement between us whether oral or in writi
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