The following terms apply to and form part of the Agreement, where a Software licence is included on an Order Form.

Capitalised terms used but not otherwise defined in these Terms will have the meaning given to them in the Agreement.

1. Licence for use of Software

  1. The Software shall be available for usage in the format defined by the Supplier at the dates agreed between the parties. Time shall not be of the essence in relation to such installation dates nor the performance of the Software.
  2. The Supplier hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit the Authorised Users to use the Software during the Term (subject to the Customer paying any Software Fees in full and complying with the terms and conditions of this Agreement at all times).
  3. Use of the Software shall be restricted to use in object code form, for the Agreed Purpose only, which shall not include allowing the use of the Software by, or for the benefit of, any person other than an Authorised User. For the avoidance of doubt, the licence hereunder shall not be considered granted to any affiliate, subsidiary or holding company of the Customer.
  4. The Customer may not use the Software other than as specified in paragraphs 2 and 3, without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier.
  5. Except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt (and shall not permit any third party) to copy, modify, adapt, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software (including its object code and source code).
  6. The Customer shall ensure that the Software is used by Authorised Users only. The Customer acknowledges and agrees that each Authorised User must keep their access method secure for their use of the Software which must be kept confidential and secure against unauthorised access or use (including by any other Authorised User).
  7. This Agreement shall not prevent Supplier from entering into similar agreements with third parties, nor from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.

2. Third Party Software

  1. The Customer uses the Software cognisant of the fact that it may incorporate third party software (including open source software) and the Customer assumes all risk and responsibility for such use and compliance with any additional terms.

3. Limitations

  1. The Customer shall not access, store, distribute or transmit any Viruses or any material during its use of the Software that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. The Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's and any or all Authorised Users' access to any material that breaches the provisions of this paragraph. For the purpose of this clause, Virus shall mean 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, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.
  2. The Customer shall not, and shall not attempt to: (a) access all or any part of the Software in order to build a product or service which competes with the Software; (b) make the Software or any of the Services available to any third party except to Authorised Users for the Agreed Purpose; or (c) attempt to obtain, or assist any third party in obtaining, access to the Software, other than as provided under this Agreement.
  3. The Customer 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 Supplier.

4. Supplier’s Obligations

  1. The Supplier licences the Software as-is and does not warrant that the Customer's use of the Software will be uninterrupted or error-free, nor that the Software and/or the information or Outputs obtained by the Customer through its use of the Software will meet the Customer's requirements.
  2. Notwithstanding paragraph 12, the Customer acknowledges that the Software may evolve over time and that functionality may be added or removed from time to time in the Supplier’s commercially reasonable discretion.
  3. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.