This licence agreement (Licence) is a legal agreement between you (Licensee or you) and System C Healthcare Limited, a company registered in England and Wales under company number 01754990 and whose registered office is at Arden Court, Arden Street, Stratford-upon-Avon, England, CV37 6NT (Licensor, us, our or we) for:
 
•	the System C, CareFlow, BadgerNet, ChemoCare and Liquidlogic family of software products and the associated media (Software); and
•	printed materials and electronic documents (Documents).
We license use of the Software and Documents to you on the basis of this Licence. We do not sell the Software or Documents to you. We remain the owners of the Software and Documents at all times.
This Licence is supplemental to, and subject to, your agreement with us for the implementation of the Software and our associated support and maintenance services (Contract)
 
You should print a copy of this Licence for future reference.
 

1.  GRANT AND SCOPE OF LICENCE  
 
1.1  In consideration of payment by you of the charges agreed in the Contract and you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable, revocable and royalty free licence to use the Software and the Documents on the terms of this Licence. This Licence shall be for the duration of the Contract agreed between you and us. 

1.2  You may:
 
(a)  download, install and use the Software for the purposes that shall be agreed between you and us in the Contract (Authorised Purpose) 

(b)  install software patches to fix identified major software issues or upgrades to the Software as may be provided by us from time to time; 

(c)  use any Documents in support of the use permitted under Condition 1.2 as are reasonably necessary for its lawful use; and

(d)  download, install and use any Third Party Software that we shall procure on your behalf. for the Authorised Purpose. 
 

2.  RESTRICTIONS  
 
2.1  Except as expressly set out in this Licence or as permitted by any local law, you undertake:

a)	not to copy or duplicate the Software or Documents except where such copying is expressly permitted for the Authorised Purpose or is permitted for the purposes of disaster recovery;

b)	not to rent, lease, loan, translate, merge, adapt, vary or modify the Software or Documents;

c)	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;

d)	not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program (subject to the prior written consent from us), and provided that the information obtained by you during such activities:
 
i.	is used only for the purpose of achieving inter-operability of the Software with another software program, subject to our agreement; and
ii.	is not unnecessarily disclosed or communicated without our prior written consent to any third party unless otherwise agreed by us; and
iii.	is not used to create any software which is similar to the Software;

e)	not to sub-license the Software without our prior written consent;

f)	to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;

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

h)	not make any disclosure relating to the Software or its performance or functionality to any third party without our prior written consent;

i)	not to exceed the Licence restrictions and Activity Levels set out in the Contract without our prior written consent or the payment of additional charges in accordance with the Contract;

j)	to effect and maintain adequate security measures to safeguard the Software from theft or access by any person other than your employee acting in the normal and proper course of his or her employment or an agent or representative acting in the normal and proper course of fulfilling their contractual obligations;

k)	to follow all reasonable instructions given by us from time to time with regard to the use of the Software; 

l)	to comply with the terms of any Third Party licenses granted to you that we procure on your behalf; and

m)	to comply with all applicable technology control or export laws and regulations.


3.  INTELLECTUAL PROPERTY RIGHTS  
 
3.1  You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents other than the right to use them in accordance with the terms of this Licence.

3.2  You shall do or procure to be done all such further acts and things and sign or procure the signature of all such other documents as we may from time to time require for the purpose of giving us and its licensors the full benefit of the provisions of this Condition 3.

3.2  You acknowledge that you have no right to have access to the Software in source code form.


4.   WARRANTY  
 
4.1  We warrant that we have the right, power and authority to enter into this Licence. 
4.2  You warrant that you have the right, power and authority to enter into this Licence.

5.  LIMITATION OF LIABILITY  
 
5.1  You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.
 
5.2  We only supply the Software and Documents for use by your business, and you agree not to use the Software or Documents for any re-sale purposes. 

5.3  We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
 
(a)  loss of profits, sales, business, or revenue;
(b)  business interruption;
(c)  loss of anticipated savings;
(d)  wasted expenditure;
(e)  loss or corruption of data or information;
(f)  loss of business opportunity, goodwill or reputation;
where any of the losses set out in Condition 5.3(a) to Condition 5.3(f) are direct or indirect; or
(g)  any special, indirect or consequential loss, damage, charges or expenses. 

5.4  Other than the losses set out in Condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 125% of the charges paid or payable during the 12 month period immediately preceding the date on which the cause of action first arose. This maximum cap does not apply to Condition 5.5.

5.5  Nothing in this Licence shall limit or exclude your or our liability for:
 
(a)  death or personal injury resulting from negligence;
(b)  fraud or fraudulent misrepresentation;
(c)  a breach of any obligations implied by section 12 of the Sale of Good Act 1979 or section 2 of the Supply of Goods and Services Act 1982; 
(d) breach of Condition 3 (Intellectual Property Rights); or  
(e) any other liability that cannot be excluded or limited by English law.
 
5.6  This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
 

6.  TERMINATION  

6.1  Without prejudice to any remedy available to us in the Contract we may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

6.2  On termination for any reason:
 
(a)  all rights granted to you under this Licence shall cease;
(b)  you must immediately cease all activities authorised by this Licence; [and]
(c)  as soon as reasonably practicable, you must return, destroy, permanently delete or remove (as directed) the Software and Documents from all computer equipment in your possession, custody or control and, in the case of destruction, certify to us that you have done so no later than 28 days after termination.


7.  COMMUNICATIONS BETWEEN US  
 
7.1  Any formal notice given by us to you, or by you to us under or in connection with this Licence shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service at its registered address (if a company) or its principal place of business (in any other case). 

7.2   Any notice will be deemed received and properly served:
 
(a)  if delivered by hand, on signature of a delivery receipt of at the time the notice is left at the proper address; and
(b)  if sent by pre-paid first-class post or other next working day delivery service, at 09.00am on the second business day after posting or at the time recorded by the delivery service.


8.  EVENTS OUTSIDE OUR CONTROL  
 
8.1  We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Condition 8.2.

8.2  An Event Outside Our Control means any act, circumstances or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks. 

8.3  If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

(a)  our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for a reasonable extension of time; and
(b)  we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control. 
(c) If the period of delay or non-performance continues for 180 days or more, we may terminate this Licence by giving you 30 days’ written notice.


9.  HOW WE MAY USE YOUR PERSONAL INFORMATION   

9.1  Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Software and the Documents and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information will be provided to you and it is important that you read that information.


10.  OTHER IMPORTANT TERMS  

10.1  We may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of our rights and obligations under this Licence, provided that we give you written notice. 

10.2  You must not assign, novate, charge or deal in any other manner with any or all of your rights under this Licence without our prior written consent (such consent not to be unreasonably withheld or delayed).  
 
10.3  This Licence and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between us, whether written or oral, relating to its subject matter.

10.4  You acknowledge that in entering into this Licence you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it.

10.5  You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it.

10.6  A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

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

10.8  Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

10.9  This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales. 


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