Rozmic EmailCloud.com -- Web Administration Console

Terms and Conditions:

The Company has agreed to grant the Customer a non exclusive licence to use the virus scanning and Anti Spam system known as EmailCloud and associated documentation listed in the Schedule and to provide certain services to the Customer in respect of delivery technical support and training upon the terms and conditions of this agreement.
Operative provisions:
1		Definitions
1.1		In this agreement unless the context otherwise requires:
	ACCEPTANCE DATE means the date the Customer is deemed to have accepted the Licensed Program Materials in accordance with clause 5.3 below;
	ADDITIONAL CHARGES means the charges at the Company’s rates from time to time for work undertaken on a time and materials basis;
	CONFIDENTIAL INFORMATION means the licensed Programs and any information which is designated by the party disclosing it to be confidential;
	CONFIGURATION INFORMATION means the connection, email and web routing and other configuration information which is required by the Company to provide an appropriate Initialisation Disk, and as is more particularly described in the Programme Documentation;
	[EmailCloud means the virus scanning and anti spam system which resides on either the customers or the company’s server connected to the internet through which the Company provides the Services;]
	[DELIVERY DATE means the estimated date for the delivery of the Licensed Program Materials set out in the Schedule;]
	DESIGNATED EQUIPMENT means the server(s) identified by type and serial number in the Schedule which meet the Minimum Specification on which the Licensed Programs are installed;
	EFFECTIVE DATE means the date of installation;
	[INITIALISATION DISK means a 3.5 inch floppy disk containing software which will enable the Customer to download and install the Licensed Programs;]
	INSTALLATION DATE means the earlier of (i) the date on which the Customer uses the electronically delivered file or the Initialisation Disk to install the Licensed Programs on the Equipment and (ii) 28 days following delivery of any Initialisation Disk to the Customer;
	LICENCE FEE means the annual, monthly or term fee for the licence and Services set out in the Schedule as the same may be varied in accordance with clause 3.3 below;
	LICENSED PROGRAMS means the software programs in object code form identified by title and reference number in the Schedule including any New Release of the same made or issued pursuant to clause 6 below
	LICENSED PROGRAM MATERIALS means the Licensed Programs and the Program Documentation
	[MINIMUM SPECIFICATION means a server with an equal or better specification to the following: Pentium II class processor with a 1.66 GHz processor, 512 MB RAM, 20 GB free hard disk space, 10/100 Network card, together with any additional hardware requirements which are specified in the Programme Documentation;]
	MINOR UPGRADE means a new version of the Licensed Programs in which there is no change to the number before the first decimal point from the previous version;
	NEW RELEASE means any improved modified or corrected version of any of the Licensed Programs or Program Documentation from time to time issued by the Company pursuant to clause 6 below;
	PLACE OF USE means that part of the Customers premises at the Site where the Designated Equipment is installed and operated;
	PROGRAM DOCUMENTATION means the instruction manuals user guides and other information (identified by title and reference number in the Schedule) to be made available from time to time during this Agreement by the Company at its discretion in either printed or machine readable form to the Customer;
	PROGRAM SPECIFICATIONS means the technical specifications from time to time published by the Company in respect of the Licensed Programs;
	SERVICES means the provision of delivery Technical Support and training services in accordance with respectively clauses 4, 6 and 15 below;
	SITE means the address for delivery of the Licensed Program Materials specified by the Customer and set out in the Schedule;
	TECHNICAL SUPPORT means the provision of such categories of technical support in accordance with clause 6 below as shall be specified in respect of each of the Licensed Programs in the Schedule;
	TERM means the duration of the licence commencing on the installation date as detailed in the schedule
	USE means the copying or transmission of the Licensed Programs or (where in machine readable form) the Program Documentation into the Designated Equipment for the processing of the instructions contained in the Licensed Programs or (as the case may be) the Program Documentation;
	WORKING HOURS means 9am to 5pm GST time Monday to Friday excluding bank and public holidays in the United Kingdom;
	
2		Grant of licence and provision of services
2.1		The Company in consideration of the payment by the Customer from time to time of the Licence Fee in accordance with clause 3 below hereby:
2.1.1	grants to the Customer a non exclusive licence to Use the Licensed Programs (and where appropriate the Program Documentation) upon the Designated Equipment and to possess and refer to the Program Documentation; and
2.1.2	undertakes to the Customer to provide the Services upon the terms and conditions of this agreement.
3		Licence Fee
3.1		The Licence Fee shall include the cost of:
3.1.1	the delivery of the Licensed Program Materials and any New Release thereof to the Site; and
3.1.2	the provision of the Services.
3.2	The Licence Fee (together with value added tax thereon) shall be levied by the Company annually in advance with effect from the Acceptance Date, for the duration of the contract
3.3	The Licence Fee shall be payable to the Company’s distributor of the Licenced Programs.
3.4	Where the Licence Fee varies according to the number of users, the applicable Licence Fee shall be calculated on the date on which that Licence Fee falls due. Where the Licence Fee varies according to the number of schools computers, domains or e-mail accounts, the applicable Licence Fee shall be calculated based on the mean average number of schools, computers, domains or email accounts as appropriate each day over the preceding 12 month period.
 3.5 	The Customer shall provide a statement of the number of computers, domains, email accounts or users as appropriate at least 28 days prior to each anniversary of this Agreement. Such statement shall set out the Licence Fee payable and shall provide details of any relevant calculations.
 3.6	The Company shall be entitled to vary the Licence Fee not more than once in every successive period of 12 months during the currency of this agreement upon giving not less than 30 days notice thereof to the Customer.
 3.7	The Company reserves the right to 
3. 7.1	charge the Customer interest in respect of the late payment of any sum due under this agreement (as well after as before judgment) at the rate of 4 per cent per annum above the base rate from time to time from the due date therefor until payment (subject to a minimum rate of ten per cent)
3.7.2	claim interest; and
3.7.3	suspend provision of the Services until all outstanding sums and contracted future fees are paid in full. Any additional costs arising from such suspension shall be paid by the Customer.
4		Delivery
4.1		The Company shall use all reasonable endeavours to deliver one or more copies of each of the Licensed Programs and the Program Documentation to the Site on the Delivery Date or as soon thereafter as is possible.
4.2	 	The Company shall contact the Customer promptly following the Effective Date to obtain the Configuration Information, if it has not already been provided by the customer.
4.3	 	The Company shall deliver to the Customer the Initialisation Disk within 28 days of receipt of valid and complete Configuration Information from the Customer.]
4.4	 	The Customer shall use the Initialisation Disk to install the Licensed Programs on the Designated Equipment within 28 days of receipt of the Initialisation Disk.]
5		Acceptance
5.1		The Customer shall be deemed to have accepted the Licensed Program Materials with effect from the Installation Date.
6		Technical support
6.1		With effect from the Acceptance Date and for the duration of this agreement the Company shall provide or procure in respect of each of the Licensed Programs Technical Support as described in clause 6.2
6.2		Technical Support shall comprise all or any of the following categories:
6.2.1	advice from the  Company’s distributor by telephone post or e-mail on the Use of the Licensed Programs (category A);
6.2.2	information and advice by telephone or post on forthcoming New Releases of the Licensed Programs (category B);
6.2.3	upon request by the Customer the diagnosis of faults in the Licensed Programs and the rectification of such faults (remotely or by attendance on Site as determined by the Company) by the issue of fixes in respect of the Licensed Programs and the making of all necessary consequential amendments (if any) to the Program Documentation (category C);
6.2.4	the creation and despatch to the Customer from time to time at the  Company’s sole discretion of fixes in respect of the Licensed Programs (category D); or
6.2.5	the creation and despatch to the Customer from time to time at the  Company’s sole discretion of a New Release of the Licensed Programs or Program Documentation (category E); or
6.2.6 	We will provide and manage (Where applicable) hardware for EmailCloud
Manage functionality of the EmailCloud gateway scanner (Customer will be provided with control)
Operating System Software Updates
EmailCloud module updates
Anti-Virus Vendor Updates
Management system Updates
Management system interface
Manage and archive specific system data (Customer logs)
Manage second line (and above) support
6.3		The Customer shall supply in writing to the Company a detailed description of any fault requiring Technical Support within category C above and the circumstances in which it arose forthwith upon becoming aware of the same.
6.3.1	The Response Time for category C Technical Support shall be within Working Hours. The Company shall use its reasonable endeavours to respond within [24] hours of receipt of a request.
6.4		Technical Support shall not include the diagnosis and rectification of any fault resulting from:
6.4.1	the improper use operation or neglect of either the Licensed Program Materials or the Designated Equipment including the subjection of the Designated Equipment on which the Licensed Programs are installed to unusual physical or electrical stress or any failure or fluctuation in electrical power, air-conditioning or humidity controls;
6.4.2	the modification of the Licensed Programs or their merger (in whole or in part) with any other software;
6.4.3	the use of the Licensed Programs on equipment other than the Designated Equipment;
6.4.4	the failure by the Customer to implement recommendations in respect of or solutions to faults previously advised by the Company;
6.4.5	any repair adjustment alteration or modification of the Licensed Programs by any person other than the Company without the Company’s prior written consent;
6.4.6	any breach by the Customer of any of its obligations under any maintenance agreement in respect of the Designated Equipment;
6.4.7	the Customers failure to install and Use upon the Designated Equipment in substitution for the previous release any New Release of the Licensed Programs within 2 days of receipt of the same; or
6.4.8	the use of the Licensed Programs for a purpose for which they were not designed.
6.5		The Company shall upon request by the Customer provide Technical Support notwithstanding that the fault results from any of the circumstances described in clause 6.5 above. The Company shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 6.8 below.
6.6		Without prejudice to clause 6.6 above the Company shall be entitled to levy reasonable Additional Charges in the manner set out in clause 6.8 below if Technical Support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged the Customers request to have been unnecessary.
6.7		Additional Charges shall be levied by the Company monthly in arrears and shall be payable by the Customer (together with value added tax thereon) within 30 days of receipt of an invoice therefor.
7		Property and confidentiality in the licensed program materials
7.1		The Licensed Program Materials contain confidential information of the Company and all copyright trade marks and other intellectual property rights in the Licensed Program Materials are the exclusive property of or licensed to the Company.
7.2		The Customer shall not:
7.2.1	save as provided in clause 8 below make back up copies of the Licensed Program Materials;
7.2.2	reverse compile, copy or adapt the whole or any part of the Licensed Program Materials for the purposes of correcting errors in the Licensed Program Materials;
7.2.3	save solely for the purposes expressly permitted by and in accordance with s. 296A(1) CDPA or s. 50B(2) CDPA copy adapt or reverse compile the whole or any part of the Licensed Program Materials;
7.2.4	assign transfer sell lease rent charge or otherwise deal in or encumber the Licensed Program Materials or use the Licensed Program Materials on behalf of any third party or make available the same to any third party; 
7.2.5	reproduce, modify, adapt, merge, translate, disassemble, decompile, recompile or reverse engineer the Licensed Programs or create derivative works based on the whole of or any part of the Licensed Programs or incorporate the Licensed Programs into any other software program not provided by the Company. The information necessary to achieve interoperability of Licensed Programs with other programs is available from the Company; or
7.2.6	remove or alter any copyright or other proprietary notice on any of the Licensed Program Materials.
7.3		Subject to clause 7.4 the Customer shall only use the Licensed Programs, the Services and the Program Documentation for its internal business purposes, and shall not make the Licensed Programs the Services or the Program Documentation available for use by any third party in any manner whatsoever.
7.4	 	In the event that the Customer is an internet service provider and this is identified in the Schedule then notwithstanding clause 7.3 the Customer shall be entitled to use the Licensed Programs to provide internet services to its customers provided always that the Customer has paid the appropriate fee to the Company. The Customer may not release the Licensed Products to its customers in object code form or otherwise.
7.5	The Customer shall:
7.5.1	keep confidential the Licensed Program Materials and limit access to the same to those of its employees agents and sub contractors who either have a need to know or who are engaged in the Use of the Licensed Programs (including where appropriate the Program Documentation);
7.5.2	reproduce on any copy (whether in machine readable or human readable form) of the Licensed Program Materials the  Company’s copyright and trade mark notices;
7.5.3	maintain an up to date written record of the number of copies of the Licensed Program Materials and their location and upon request forthwith produce such record to the Company; and
7.5.4	notify the Company immediately if the Customer becomes aware of any unauthorised use of the whole or any part of the Licensed Program Materials by any third party; and
7.5.5	without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of the Company in the Licensed Program Materials.
7.6		The Customer shall inform all relevant employees agents and sub contractors that the Licensed Program Materials constitute confidential information of the Company and that all intellectual property rights therein are the property of the Company and the Customer shall take all such steps as shall be necessary to ensure compliance by its employees agents and sub contractors with the provisions of this clause 7.
8		Copying of the licensed program materials
8.1		The Customer shall be entitled to create such back up copies of each of the Licensed Programs as are reasonably necessary for the Customers operational security. Any such copy shall in all respects be subject to the terms and conditions of this agreement and shall be deemed to form part of the Licensed Programs.
8.2		The Customer shall not be entitled to copy in whole or in part the Program Documentation.
9		Use on non designated equipment and relocation of the designated equipment
9.1		If the Designated Equipment is for any reason inoperable the Customer shall be entitled without extra charge to use the Licensed Programs upon such alternative machine under the control of the Customer as the Company shall approve (such approval not to be unreasonably withheld or delayed) until such time as the Designated Equipment once more becomes operable which fact shall be promptly notified to the Company.
9.2		The Customer shall not be entitled to replace the Designated Equipment or permanently transfer the Licensed Program Materials from the Designated Equipment without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).
9.3		If the Customer shall move the Designated Equipment from the Site to a new location then without prejudice to the provisions of clause 3.5 above the Company shall be entitled to make such reasonable increase to the Licence Fee as shall be necessary to take account of any increased costs that it shall incur in providing Technical Support at the new location.
10	Use of the Licensed Programs and the Services
10.1	The Customer shall not carry out or permit to be carried out any action which shall or may cause disruption to the provision of the Services or have an adverse impact on the ability of the Company to provide the Services to third parties. In particular and without limiting the generality of the foregoing, the Customer shall ensure that it does not operate open mail relays or otherwise allow its systems to be used for sending unsolicited email to multiple recipients.
10.2	The Customer shall ensure that its use of the Service is not unlawful and that material transmitted by the Service for the Customer does not infringe the rights of any third party.
10.3	The Customer shall indemnity and keep indemnified the Company against and any all liability arising or resulting from a breach by the Customer of the warranty in clause 10.2.
11	Warranty
11.1	Subject to the exceptions set out in clause 11.4 below and the limitations upon its liability in clause 12 below the Company warrants that:
11.1.1	its title to and property in the Licensed Program Materials is free and unencumbered and that it has the right power and authority to license the same upon the terms and conditions of this agreement;
11.1.2	it will perform the Services with reasonable care and skill.
11.2		The Customer shall give notice to the Company as soon as it is reasonably able upon becoming aware of a breach of warranty.
11.3		Subject to clause 11.4 below the Company shall remedy any breach of the warranty given in clause 11.1.2 above by the provision of Technical Support in accordance with clause 6.4 free of charge.
11.4		The Company shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances described in clause 6.5 above.
11.5		Without prejudice to the foregoing the Company does not warrant that the operation of the Licensed Programs (including where in machine readable form the Program Documentation) will be uninterrupted or error free.
11.6	 	The Customer acknowledges and agrees that:
11.6.1	the continual development and release of viruses is such that it is not possible to guarantee that any data is completely virus free;
11.6.2	the internet is an inherently unreliable medium and the majority of the hardware used to transport data through the internet is wholly outside the control of the Company;
11.6.3	The Company therefore cannot guarantee to provide and maintain accessibility and operation of the Services continuously and without interruptions and faults; and
11.6.4	The Company specifically does not warrant that data checked using the Licensed Programs will be completely free of all viruses, worms Trojan horses or other disruptive or harmful components.
11.7		The Customer acknowledges and agrees that the Company may temporarily suspend availability of the Services in order to upgrade repair or maintain any aspect of the Services or the technological infrastructure associated with the Services. The Company shall, where possible, give reasonable notice to the Customer of scheduled maintenance to the Services and ensure that such scheduled maintenance takes place outside Working Hours.
11.8	Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the Licensed Program Materials and the provision of the Services are hereby excluded.
12		Limitation of liability
12.1		The following provisions set out the  Company’s entire liability (including any liability for the acts and omissions of its employees agents and sub contractors) to the Customer in respect of:
12.1.1	any breach of its contractual obligations arising under this agreement; and
12.1.2	any representation statement or tortious act or omission including negligence arising under or in connection with this agreement
AND THE CUSTOMERS ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 12.
12.2		Any act or omission on the part of the Company or its employees agents or sub contractors falling within clause 12.1 above shall for the purposes of this clause 12 be known as an Event of Default.
12.3		The  Company’s liability to the Customer for death or injury resulting from its own or that of its employees agents or sub contractors negligence shall not be limited.
12.4		The Customer acknowledges and agrees that:
12.4.1	the nature of the internet information, emails, web sites and other data which the Customer will access and/or process using the Licensed Programs and the Services is better or only known to the Customer;
12.4.2	the amount of any loss which the Customer might incur as a result of any defect in the Licensed Programs or the Services or failure on the part of the Company is better or only known to the Customer and may be disproportionate to the payments due from the Customer to the Company under this Agreement;
12.4.3	The Company is not able to obtain insurance giving unlimited cover for this risk and it is likely (given the above) that it would be more expensive for the Company to obtain specific cover than for the Customer to do so;
12.4.4	it is difficult for the Company to investigate claims unless received promptly from the Customer; and
12.4.5	the Company is keen to keep the prices of the Licensed Programs and the Services as competitive as possible.
12.5		In view of the matters set out in clause 12.4 the Customer agrees that it is fair and reasonable for the Company to exclude and limit its liability as set out in this Agreement.
12.6	The Customer agrees that the liability of the Company, its officers, employees, agents or subcontractors to the Customer in respect of any loss or damage costs or expenses arising under or in connection with this Agreement whether by way of breach of contract or misrepresentation negligence or any other tort, breach of statutory duty or otherwise shall be limited to the lesser of:
12.6.1	$2,000; or
12.6.2	a sum not exceeding 1.2 times the fee (excluding tax) charged in relation to the month/months in which the loss or damage costs or expuss arose .
12.7	The Customer agrees that neither the Company nor its officers, employees, agents or subcontractors shall be liable to the Customer or to any other person in respect of any loss or damage costs or expenses arising under or in connection with this Agreement whether by way of breach of contract, misrepresentation, negligence or any other tort, breach of statutory duty or otherwise:
12.7.1 	unless the Company shall have received written notice of any circumstances which may give rise to loss or damage within 2 months of the date of such circumstances being discovered by the Customer; or
12.7.2	in respect of loss of profits, revenue, goodwill, business opportunity, loss of or cost of restoration of data or for use of any results obtained by use of the Licensed Programs or any other indirect, consequential, financial or economic loss or damage costs or expenses whatsoever or howsoever arising out of or in connection with this Agreement or the Customers use of the Licensed Programs or the Services.
12.8	If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement.
12.9		The Customer hereby agrees to afford the Company not less than 30 days (following notification thereof by the Customer) in which to remedy any Event of Default hereunder.
12.10		Nothing in this clause shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.
13		Intellectual property rights indemnity
13.1		The Company will indemnify and hold harmless the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Licensed Program Materials by the Customer infringes the patent copyright registered design or trade mark rights of said third party (an Intellectual Property Infringement) provided that the Customer:
13.1.1	gives notice to the Company of any Intellectual Property Infringement forthwith upon becoming aware of the same;
13.1.2	gives the Company the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Company; and
13.1.3	acts in accordance with the reasonable instructions of the Company and gives to the Company such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
13.2		The Company shall reimburse the Customer its reasonable costs incurred in complying with the provisions of clause 13.1 above.
13.3		The Company shall have no liability to the Customer in respect of an Intellectual Property Infringement if the same results from any breach of the Customers obligations under this agreement.
13.4		In the event of an Intellectual Property Infringement the Company shall be entitled at its own expense and option either to:
13.4.1	procure the right for the Customer to continue using the Licensed Program Materials; or
13.4.2	make such alterations modifications or adjustments to the Licensed Program Materials so that they become non infringing without incurring a material diminution in performance or function; or
13.4.3	replace the Licensed Program Materials with non infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
13.5		If the Company in its reasonable judgement is not able to exercise any of the options set out at clauses 13.4.1, 13.4.2 or 13.4.3 above within 90 days of the date it received notice of the Intellectual Property Infringement then the Customer without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate this agreement by 90 days notice upon the Company. Upon any such termination the provisions of clause 20.3 below shall apply.
13.6		The provisions of clause 12 above shall not apply to this clause 13.
14		Risk in the licensed program materials
14.1		Risk in the Licensed Program Materials will pass to the Customer upon the Delivery Date. If subsequently the Licensed Program Materials are (in whole or in part) destroyed damaged or lost the Company will upon request replace the same subject to the Customer paying its then prevailing charges.
15		Confidentiality and Data Protection
15.1		Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:
15.1.1	trivial or obvious;
15.1.2	already in its possession other than as a result of a breach of this clause; or
15.1.3	in the public domain other than as a result of a breach of this clause.
15.2		Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 15.1 above by its employees agents and sub contractors.
15.3	 	The Company shall not read, copy or store the content of any Customer Confidential Information other than for the purpose of providing the Services save that the Company may retain copies of any virus or other disruptive element of any data for the purpose of updating the virus database used by the Services.
15.4	 	Each party shall comply with all applicable data protection legislation the regulations made thereunder and any statutory amendments or re-enactments made thereof. 
15.5	 	The Customer shall be responsible for obtaining any applicable consents which are required for the processing of data by The Company and any sub-contractors of the Company under this Agreement and the Customer shall provide copies of such consents to the Company on request.
15.6	 	The Company shall:
15.6.1 	keep Personal Data confidential and will not use or disclose Personal Data other than as provided for under this Agreement save at the specific request of the Customer or as required by law;
15.6.2	ensure that only such of its employees or sub-contractors who may be required by the Company to assist it in meeting its obligations under this Agreement shall have access to the Personal Data and that such employees or sub-contractors are aware of their responsibilities when processing Personal Data;
15.6.3 	have in place appropriate technical and organisational measures to safeguard against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access to Personal Data. ~Such measures shall (taking into account the state of technological development and the cost of implementing such measures) be appropriate to the nature of the Personal Data held by the Company.
15.7 	The Customer shall indemnify and keep indemnified the Company and its sub-contractors against any and all liability arising from any claim in relation to data protection resulting from a breach of this clause 15.
16		Third Party Software
16.1	 	Certain elements of the Licensed Programs may be Third Party Software. Such elements will be identified through appropriate copyright and disclaimer notices in the relevant software files, and a copy of the GPL will be provided with such elements.
16.2	 	As between the author or owner of the intellectual property and all other proprietary rights in Third Party Software and the Customer, where there is any conflict between the provisions of this Agreement and the GPL, the GPL shall prevail in respect of the Third Party Software.
16.3	 	As between the Company and the Customer, where there is any conflict between the provisions of this Agreement and the GPL, the GPL shall prevail in respect of Third Party Software, save that all warranties given in this Agreement in respect of the Licensed Programs and the remedies available to the Customer for breach of those warranties shall as between the Company and the Customer, prevail over any conflicting provisions of the GPL.
17		Duration of agreement
17.1		This agreement shall continue until terminated in accordance with the provisions of clause 19 below.
18		Customers representatives
18.1		The Customer shall communicate to the Company upon the date hereof the identity of the person(s) or the department within its undertaking at the Site who shall act as the sole contact point and channel of communication for the provision by the Company of the Services during the currency of this agreement. The Customer shall forthwith inform the Company of any change in the identity of any such person(s) or department.
19		Termination
19.1		This agreement may be terminated:
19.1.1	by the Customer upon giving not less than 90 days notice to the Company, to expire on or after expiry at the term of this agreement.
19.1.2	forthwith by the Company if the Customer fails to pay the Licence Fee on the due date therefor;
19.1.3	forthwith by either party if the other commits any material breach of any term of this agreement (other than one falling within 19.1.2 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same;
19.1.4	forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within insolvency acts or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).
19.2		Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
19.3		Within 30 days of the termination of this agreement (howsoever and by whomsoever occasioned) the Customer shall at the Licensors sole option either return all copies of the Licensed Program Materials in its possession or control or shall destroy all copies of the Licensed Program Materials in its possession or control and a duly authorised officer of the Customer shall certify in writing to the Company that the Customer has complied with its obligation as aforesaid..
20		Force majeure
20.1		Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an Event of Force Majeure).
20.2		Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
20.3		If a default due to an Event of Force Majeure shall continue for more than 6 months then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
21		Waiver
21.1		The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
22		Notices
22.1		Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by telex or facsimile transmission (such telex or facsimile transmission notice to be confirmed by letter posted within 24 hours) to the address or to the facsimile number of the other party set out in this agreement or the schedule hereto (or such other address or numbers as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by telex or facsimile transmission) upon the expiration of 24 hours after dispatch.
23		Invalidity and severability
23.1		If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
24		Entire agreement
24.1		The Company shall not be liable to the Customer for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this agreement other than those representations agreements statements or undertakings confirmed by a duly authorised representative of the Company in writing or expressly incorporated or referred to in this agreement.
24.2		The Customer accepts that the Licensed Program Materials were not designed and produced to its individual requirements and that it was responsible for their selection.
25		Successors
25.1		This agreement shall be binding upon and ensure for the benefit of the successors in title of the parties hereto.
26		Assignment and sub licensing
26.1		The Customer shall not be entitled to assign or otherwise transfer this agreement nor any of its rights or obligations hereunder nor sub license the use (in whole or in part) of the Licensed Program Materials without the prior written consent of the Company.
27		Taxation
27.1		Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.
28		Headings
28.1		Headings to clauses in this agreement are for the purpose of information and identification only and shall not be construed as forming part of this agreement.
29		Law
29.1		This agreement shall be governed by and construed in accordance with English law and the parties hereto agree to submit to the non exclusive jurisdiction of United Kingdom.

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