Software Licence Agreement

Important - the software products associated with this Agreement are licensed, not sold. This license covers the provision of software, services and associated products from Shark Finesse Ltd. Fees for licensed usage of these products may be payable by the user or funded in whole or part on behalf of the licensed user by a separate provider. All references in the following document apply to users and providers of funds alike, irrespective of the fee payment arrangements. 

Terms & Conditions

1. Grant of licence

(a) In consideration of the Annual Licence Fee, the Licensor hereby grants to the Licensee, who agrees to accept on the following terms and conditions a non-exclusive licence to use the Software, Web tools, Documentary output, and Training Materials (collectively hereinafter referred to as the "Materials"). 
(b) The Licensee may use the Software on any IT equipment used by the Licensee or by web link to an approved site. The Licence limits use of the Software to the number of users specified in the contract.. Any copies of Software required in excess of the contracted amount should be notified to Licensor and paid for before use. The Licensee may not transfer, assign or sub-licence its rights under this Agreement. The Licensor reserves the right to sell or otherwise dispose of its rights or to grant licences to use the Software & Materials to other persons or organisations.

2. Licensee - Commencement / Renewal / Termination of Licence

The Licence shall commence on the date of this Agreement.  Should the Licensee fail to make payment in full for the Materials within the Licensor's terms as stated on its invoice for the Materials, or otherwise within 30 days from the date of this Agreement, the rights to the use of the Materials by the Licensee contained in this Agreement shall be suspended until such payment is accepted as received by the Licensor but all other provisions of this Agreement shall continue in full force and effect insofar as necessary to protect the Licensor's proprietary rights.
The initial contract period of the licence is for a minimum 12 months or other notified trial period. The licences will be renewed and billed on an annual basis unless the Licensee provides written notice of intention to terminate the Software – such notice to be received at least 90 days before the end of any annual contract period. Some software versions issued on a trial or demonstration basis, on desktop or via the web, can only be treated as such if the user has direct written confirmation from Shark Finesse Ltd

3. Licensor's Rights

The Licensee acknowledges that the Materials and Copyright and other intellectual property rights in all parts of the Materials are the sole and exclusive property of the Licensor. By accepting the Licence the Licensee does not acquire any proprietary rights in the Materials but does acquire the right to use all parts of the Materials in the course of its ordinary business activities strictly in accordance with the terms of this Agreement but not further or otherwise.

4. Scope of Licence

(a) Unless specifically otherwise stated in writing by an authorised officer of the Licensor, any additional software modules originated by the Licensor for which a Licence is purchased by the Licensee subsequent to this Agreement will be deemed to be subject to the terms and conditions of this Agreement.
(b) The Licensee undertakes not to itself or through any third party, copy, modify, alter, merge or adapt the software in any way, or transfer, rent, lease, loan or hire any part of the Materials in whole or in part except as expressly provided for in this Licence unless specifically otherwise agreed in writing by an authorised officer of the Licensor or  as otherwise permitted by law. The Licensee will take all reasonable steps to protect the all the Materials from unauthorised use and reproduction, publication, disclosure or distribution including in respect of intellectual copyright, such duty of care to continue following termination of this Agreement. The Licensee shall notify the Licensor immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Software or Materials by any person.

5. Licensor - Termination of Licence

(a) The Licensor may terminate the Licence forthwith on giving notice in writing to the Licensee if:
(i) the Licensee commits any material breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from the Licensor to do so, to remedy such breach. 
(ii) the Licensee shall have a receiver, administrator or administrative receiver appointed of it or over any parts of its undertaking or assets or shall pass any resolution for winding up (otherwise than for the purposes of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Licensor shall enter into any voluntary arrangements with its creditors or shall become subject to an administration order or shall cease to carry on business.
(b) Forthwith upon termination of the Licence, the Licensee shall return to the Licensor the Materials and all copies of the whole or any part thereof or, if requested by the Licensor, shall destroy the same and certify in writing to the Licensor that they have been destroyed.
(c) Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect any provision which is intended to come into or continue in force on or after such termination.

6. Limited Warranty

(a) The Licensor warrants the Materials to be free from operational defects that could affect the reliability of the Materials for a period of 90 days from the effective date of this Agreement when the Software is intended to be in normal use and service. If during this period a defect in the Materials is found, then the Materials may be returned to the Licensor for replacement without charge.
(b) The said warranty shall be subject to the Licensee complying with its obligations hereunder and to there having been no alterations to the Software made by any person other than the Licensor. When notifying a defect or error the Licensee shall use its reasonable endeavours to provide the Licensor with a documented example of such defect or error.
(c) The Licensor shall have no liability or obligation under the said warranties other than to remedy breaches thereof by the reasonable provision of materials and services within a reasonable time and without charge to the Licensee.  If the Licensor shall fail to comply with such obligation its liability for such failure shall be limited as specified in Clause 7. The foregoing states the entire liability of the Licensor, whether in contract or tort, for defects and errors in the Materials.
(d) As all software is inherently complex, the Licensee acknowledges that the Materials may not be completely free of errors. The Licensor shall make reasonable endeavours to keep Software errors to a minimum and to correct performance affecting errors within reasonable timescales.
(e) Except for the warranties, terms and conditions described herein, there are no other warranties, terms or conditions express or implied, including but not limited to implied warranties, terms or conditions of satisfactory quality, or fitness for purpose, or reasonable skill and care, and all such warranties, terms and conditions are expressly and specifically disclaimed.  This paragraph shall not detract from any statutory rights, which the Licensee may have.

7. Licensor's Liability

The Software produces output that is indicative only, and is not intended to be part of any contractual sales offering. As a result, the Licensor is specifically not held liable for any damages arising from Licensee or any other Third Party reliance upon the output of the Software or associated Materials.

Regardless of the form that any claim under this Agreement may take, the Licensor's liability to the Licensee or any other party shall not exceed the lower of £5,000 or an amount equivalent to 6 months licence fee for that licence.

Generally, in no event shall the Licensor be responsible for any direct or indirect or consequential loss, damage or loss of profits even if the Licensor has been advised of the possibility of such damage. Furthermore, the Licensor shall not be liable for loss or damage, consequential or otherwise, occurring out of or in connection with the use or performance of the Materials. This paragraph shall not detract from any statutory rights, which the Licensee may have.

8. Breach of Terms

If the Licensee breaches the terms of this Licence, the Licensor reserves the right to recover any loss or be compensated for any damage occasioned by reason of the breach.  Either party's failure or delay in enforcing any provisions hereof will not waive that party's rights if any provision of this Agreement is found invalid or unenforceable.

9. Illegality and Severance

If any term or provision of this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of this Agreement but the validity and enforceability of the remainder of this Agreement shall not be affected.

10. Authorities and Approvals

Unless otherwise provided above, any amendment or variation of this Agreement shall not be effective unless evidenced in writing by a duly authorised representative of the Licensor and the duly authorised representative of the Licensee.

11. Governing Law

This Licence Agreement is governed by and interpreted in accordance with the Laws of England and the Licensee agrees to submit to the exclusive jurisdiction of the English Courts.

12. Notices

All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out in this Agreement or other such address as the recipient may designate by notice given in accordance with the provisions of this Clause.

13. Whole Agreement

The Licensee acknowledges that he has read this Agreement, understands it, and agrees to be bound by its terms and conditions.  The Licensee further agrees that it is the complete and exclusive statement of the agreement with the Licensor for the licensing of the Software & Materials by the Licensor for use by the Licensee which supersedes any other previous proposal or agreement whether oral or written.  No employee of the Licensor has authority to make any warranty, statement or promise concerning the Software or Materials except in writing and signed by a duly authorised officer. Nothing in this Clause is intended to, or shall operate as, exclusion of liability for the wilful default or fraudulent misrepresentation of either party.  Subject to any determination of the Courts to the contrary the remainder of this Agreement shall remain valid and enforceable according to its terms.

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