Supplier Software Licence Agreement 

1. The Supplier hereby grants to the Buyer with effect from the date of Acceptance of the Software, a non-exclusive and non-transferable licence, subject to the provisions of Clause 11.1 of this Schedule, to use on and in conjunction with the Buyer’s hardware provided that the hardware and operating system is compatible with the programs supplied by the Supplier:  

1.1 The computer programs specified in the list of Compucare modules listed in the Order Form, subject to the provisions of Clause 13 of this Schedule; and  

1.2 The operating manuals and other printed literature supplied to the Buyer by the Supplier to aid the use and application of the Software (“the Associated Documentation”). The Software and the Associated Documentation are together referred to in this Agreement as “the Software Materials”.   

2. The Buyer acknowledges that it is only licensed to use the Software Materials in accordance with the express terms of this Agreement and not further or otherwise.  

3. The Software Materials and all parts thereof (and the media on which they are stored or printed) and the copyright and other intellectual property rights of whatever nature therein are and shall remain the property of the Supplier or its licensors. The Buyer shall notify the Supplier immediately if the Buyer becomes aware of any unauthorised use of the whole or any part of the Software Materials by any third party. The Buyer will permit the Supplier to check the use of the Software Materials by the Buyer at all reasonable times and the Buyer hereby irrevocably licenses the Supplier to enter any premises of the Buyer for such purpose given reasonable notice.  

4. The use of the Software Material is for the Buyer’s own internal business purposes only and is restricted to a single installation for the number of concurrent or named users in accordance with the then current software licence issued which will be initially as recorded in the Order Form:  

4.1 If the Software Materials cannot be used because the hardware is inoperable for any reason then the licence hereby granted shall be temporarily extended to use with any other hardware until such failure has been remedied; and 

4.2 The Buyer may also be provided with up to 4 further versions of the Software for training or testing purposes only. 

5.1 The Buyer undertakes to treat as confidential all information contained or embodied in the Software Materials and in any specifications of the System made available to the Buyer and shall not (save as provided in Clause 5.2 below) disclose the whole or any part of such information other than information in the public domain to any third party without the prior written consent of the Supplier.  

5.2. The Buyer shall be permitted to disclose aspects of the Software Materials to its employees, sub-contractors and third parties approved by the Supplier, but only to the extent necessary and only to those employees, sub-contractors and third parties who need to know the same. The Buyer shall be responsible for ensuring that its employees, sub-contractors and any other third parties are made aware prior to such disclosure that the Software Materials are the confidential information of the Supplier and that such employees, sub-contractors and third parties owe a duty of confidence to the Supplier.  

5.3 The Buyer will not reverse engineer, decompile, or disassemble the Software or the databases used by the Software and shall be responsible for ensuring that its employees, sub-contractors, and third parties are aware of their responsibility to the Supplier. 

5.4. The Buyer shall effect and maintain adequate security measures to safeguard the Software Materials from theft and restrict access by any person other than authorised employees or sub-contractors in the normal course of their employment or duties. 

5.5 The Buyer shall indemnify the Supplier against any loss or damage, which the Supplier may sustain or incur as a result of the Buyer failing to comply with the obligations set out in paragraphs 5.2 and 5.4. 

5.6. The foregoing obligations as to confidentiality shall survive any termination of the licence hereby granted or this Agreement.  

6.1 The Buyer may only make so many copies of the Software or any part thereof as are reasonably necessary for operational security and use. Such copies and the media on which they are stored shall be the property of the Supplier or its licensors and the Buyer shall ensure that all media on which copies are stored shall bear the same proprietary notices affixed to the media on which the Software was supplied to the Buyer by the Supplier. The licence hereby granted shall apply to all such copies as it applies to the Software. The Buyer shall keep an accurate record of the number and whereabouts of all copies of the Software and shall permit the Supplier to inspect such record at all reasonable times.  

6.2 No copies may be made of the Associated Printed Documentation.  Additional copies of the Associated Printed Documentation may be obtained from the Supplier at its standard scale of charges for the time being in force. The Buyer is permitted to print unlimited copies of the documentation provided on disk by the Supplier save that the use of such documentation is restricted to the Buyer’s own internal business purposes.  

7. The Buyer undertakes not to alter or modify the Software Materials in any way whatever.  

8. The Buyer acknowledges that the Software comprises package programs and consequently has not been prepared to meet the Buyer’s individual requirements. It is therefore the responsibility of the Buyer to ensure that the Software meets the Buyer’s requirements. Where the Buyer makes any specifications of the Software available to the Supplier (“Specification”) then the Supplier warrants that the Software shall fulfil such specifications unless the Supplier notifies the Buyer in writing that the Software fails to meet the specification in any respect. The Supplier shall have no liability under such warranty other than to provide the maintenance services described in the Core Terms.  The Supplier shall not be liable for any failure of the Software to provide any facility or function not referred to in such Specification.  

9. The Supplier does not warrant that the Software will be free of faults. The Supplier shall have no liability for any faults in the Software other than to provide the software maintenance described in the Core Terms.   

10. Risk in the media on which the Software Materials are stored or printed shall pass to the Buyer on delivery. If such media or any part thereof shall thereafter be lost destroyed or damaged the Supplier shall replace the same (embodying the relevant part of the Software Materials) subject to the Buyer paying the costs of such replacement.  

11.1 The Buyer will pay the one-off and ongoing contract charges promptly in accordance with the values and payment terms stated in the Order Form. 

11.1.1 During the course of this contract, the Buyer must have a valid annual maintenance contract with the Supplier in order to have the right to use the Software Materials. 

12. Forthwith upon the termination of this contract and the consequent termination of the software licence hereby granted the Buyer shall return to the Supplier the Software Materials and all copies of the whole or any part thereof or, if requested by the Supplier, shall destroy the same and certify in writing to the Supplier that they have been destroyed.  

13. Where the Supplier agrees with the Buyer that it is necessary to licence any third party software directly to the Buyer then the Buyer will be responsible for entering into a separate licence with such third party for the use of such part of the software.  Save for the Supplier's obligation to supply and where necessary install such part of the Software the provisions of this Schedule shall not apply and the Buyer’s rights and obligations shall be governed by the licence granted by such third party. It is acknowledged by the Buyer that the Supplier shall be acting as the agent of such third party and shall have no liability in respect of such part of the Software save for any loss or damage caused by the Supplier's failure to supply or incorrect installation. 

14. For the avoidance of doubt, these license conditions in this Schedule form part of this contract’s terms and conditions. If the license conditions are breached by the Buyer, then the Supplier may terminate the contract subject to the terms and conditions detailed in the Core Terms.