OCS Software of Unit 9B, Ashdown Business Park, Maresfield, Uckfield, East Sussex TN22 2DU (Hereafter referred to as OCS) is the owner of the Software. This Software is made available to users under a non- exclusive licence. This document sets out the terms agreed between OCS and the Licensee for the granting of this Software licence;
Initial Licence - This permits the Licensee to hold the Software only.
Annual Licence - This permits the Licensee to use the Software for renewable 12- month periods. The annual Licence must be paid each year to permit continued use of the Software. The Software may not be used unless the Annual Licence is paid each year. The first Annual Licence period commences 1 day after the date of this document. The Software may be used by the number of concurrent user modules purchased. This licence covers the user of the Software on a computer network where data is held on a single server only.
The Software comprises a number of elements, (modules and/or users). This Licence is deemed to cover the elements invoiced by OCS to the Licensee. Future purchases of additional elements that are invoiced will be included within this Licence upon payment of the invoice, and the inclusion of these additional elements within a separate Support Agreement.
You are deemed to have accepted these terms and conditions on each and every single use of the system.
Bespoke development will be the subject of a separate contract of sale between the Licensee and OCS. All development work will be assessed and accepted on a case by case basis and quoted accordingly. If the Licensee has a development package and requires urgent software adjustments to suit their specific needs, then OCS reserve the right to charge for this development as per this agreement. The standard charge for an OCS development man day is £1,250.00 GBP.
Charges will be the subject of a separate contract of sale between the Licensee and OCS who have the right to vary the Annual Licence charges. Existing Licensees of the Software will not be disadvantaged compared with prices applied to new or prospective licensees when making comparable purchases.
The Initial and Annual Licence charges must be paid by the Licensee prior to using the Software. Subsequent Annual Licence charges must be paid in advance of the commencement of each new Annual Licence period. Charges will be invoiced by, and paid to, OCS.
All title, copyright and other property rights in OCS’s Software and documentation shall remain vested in OCS at all times. The Licensee will be permitted to make copies of the Software for the purposes of bona fide operational purposes, security and backup only. No other copies may be made. The Licensee may not make copies of the manual, or other documentation, without the written permission of OCS.
OCS will provide additional manuals, at its discretion, for the exclusive use of the Licensee only. The Licensee shall ensure that any copies of the Software or documentation are marked as proprietary to, copyright of, and licensed by OCS.
This Licence is personal to the Licensee. The Licensee shall not assign, transfer, lease, sell or sub- licence the Software, or any of the rights or obligations under this Licence, or purport to do so. Transfer of the Licence may be permitted, at the discretion of OCS. Such permission to be obtained by the Licensee in writing prior to any transfer. Any other transfer shall be void.
The Licensee must give OCS a minimum of 12 Months notice of cancelation. This will allow the required time to cancel the COBOL licence that is fundamental to the operation of the system.
OCS warrant that the features will operate in accordance with the OCS manual and on-line help at the time of purchase and as revised from time to time. In the event that a feature does not operate in accordance with the most recent manual and on-line help, then the Licensee may provide notification in writing to OCS with sufficient detail to enable OCS to replicate the problem on the most current standard Software version. In the event that a reported error can be replicated by OCS on the then current standard version, and on systems approved by OCS then OCS will provide a correction within a new release that will be made available to the Licensee.
Provision of this warranty is dependent on the Licensee having a current and valid Licence. The warranty does not cover minor errors that do not materially affect Software function. His warranty applies to standard (non-customised) OCS Software only and replication of errors and corrections will only be made in relation to the standard version of OCS Software. OCS has a policy of continual enhancement and reserves the right to add, delete and amend features within the Software without notice. The warranty and any remedy given in this clause is in lieu of any other condition, remedy or warranty given whether expressed or implied by law as to the quality or fitness for the purpose of the Software insofar as such terms may lawfully be excluded.
Software response times are subject to system specification and, as such, are not guaranteed or underwritten by OCS. The Licensee is responsible for ensuring that the Software fully meets its business requirements and that their computer systems are compatible. OCS takes no responsibility for any representations made by any other parties regarding the Software. If the Licensee identifies a feature documented, demonstrated or discussed, that is critical to their business, or otherwise of material importance, they must obtain written confirmation of the feature and its functions from OCS.
OCS shall indemnify the Licensee against all reasonable costs, charges and expenses arising from any copyright infringement or alleged copyright infringement action taken against it for using standard (non-customised) OCS Software. This indemnity is conditional upon the following: the Licensee must notify OCS promptly in writing of any possible infringement or claim: make no admissions about the alleged infringement; allow OCS to conduct all negotiations or litigation on behalf of the Licensee; give OCS all reasonable assistance to deal with the case; permit OCS to alter the Software to avoid infringement; take all reasonable steps to minimise any dangers, costs, charges and expenses. On the basis that the Licensee conforms to the conditions, any costs incurred or recovered will be for OCS’s account.
The Licensee is solely responsible for any use made of the Software or documentation. OCS shall not be responsible for any use of, or inability of the Licensee to use the Software. OCS shall not be liable, in any circumstances, for any loss, damage, injury (other than personal injury or death resulting from negligence) loss of profits, expense, or claim arising from or in connection with the use of, or the inability to use the Software or documentation. OCS shall not be liable for any failure of performance of the Software. The Licensee must satisfy itself that the Software meets its requirements. Except in the case of personal injury due to negligence (for which no limit applies), any liability of any party in respect of an event or connected event shall be limited to 125% of the OCS Initial Licence Fee paid. OCS shall not be liable for any costs, losses or damages whatsoever (Including but not limited to, loss of data, loss of processing time, costs in re-inputting or restoring data, and financial losses) resulting from or arising out of the use, or inability to use the Software.
The Licensee is prohibited from reverse engineering, disassembling or de-compiling the Software to the extent that such a prohibition is lawful. The software is not developed or licensed for use in nuclear, aviation, mass transit, or medical application or any inherently dangerous application. The Licensee is prohibited from entering data into the data tables from an application other than OCS in such a manner
that may compromise the integrity of the data. If the Licensee is entering data directly into OCS data tables or files they must apply care and diligence and maintain a full audit trail of their actions. The Licensee will permit and, give assistance, at all reasonable times to OCS to verify that the Software is being used within the terms of the Licence. The Licensee shall not publish any results of benchmark tests run on the software.
The software may be used by the employees of the Licensee, and any contractor authorised by the Licensee, but in all cases the Licensee shall be responsible for keeping the Software and documentation confidential and secure from any unauthorised party. The Licensee shall be responsible for ensuring that all authorised users of the Software comply fully with the terms of this Licence. The Licensee is specifically prohibited from allowing any agent, contractor or person who may be regarded as a competitor to OCS, access to the Software.
OCS will use reasonable endeavours to prevent the introduction of a computer virus or other program code that will damage the Software or any other systems operated by the Licensee. This will involve OCS checking any supplied version of the Software. For its part the Licensee will check each release of the Software with the same diligence as outlined above.
The Licensee shall not, on its own behalf or in conjunction with or on behalf of any other person, company or firm, solicit or entice away or endeavour to solicit to entice away from OCS, any individual who is an employee, consultant or director of OCS. In the case of a breach, then the
Licensee will pay the offended party a fee equal to 12 months of the employee’s, consultant’s or director’s salary.
This licence covers a permission to hold the Software (Initial Licence) and to use the Software (Annual Licence). All services, (such as but not limited to installation, delivery, support, training) which may be related to the Software, are excluded. Software related services shall be the subject of a separate Support Agreement.