SOFTWARE LICENCE AGREEMENT
This Agreement between BSI PROFESSIONAL SERVICES EMEA LTD, (Licensor) and the Licensee details the software licence agreement for the Entropy Software.
“BSI” means British Standards Institution.
“Entropy Software” means BSI PROFESSIONAL SERVICES EMEA LTD’s Entropy’s Software solution.
“Licensee” means the company, organisation or individual who has purchased for use, or otherwise uses the Entropy Software.
“Agreement(s)” means the Entropy Software Licence and Maintenance & Enhancements Agreement(s).
“Software” means all programming code, programming scripts, object code and compiled software modules written by BSI PROFESSIONAL SERVICES EMEA LTD.
“Confidential Information” means any information obtained by either party from the other which relates to the past, present or future business activities of said entities, including, but not limited to, any information relating to pricing, methods, processes, financial data, lists, technical data, software, source code, specifications, documentation, research, development or related information. Confidential Information shall not include information that: (i) has become public knowledge through no fault of the party receiving such information; (ii) comes to such party from a third party under no obligation of confidentiality with respect to such information; (iii) was in the possession of such party prior to the date of disclosure; or (iv) was independently developed by such party as evidenced by its written records.
Whilst this License Agreement affords the Licensee the right to use the Entropy Software, BSI PROFESSIONAL SERVICES EMEA LTD shall own all rights, including without limitation all copyrights, patent rights and trade secret rights, in and to any software, documents and any information constituting BSI PROFESSIONAL SERVICES EMEA LTD’s Confidential Information. The Licensee shall own all rights, including without limitation all copyrights, patent rights and trade secrets, in and to any documents, analytics and data produced by the Licensee. BSI PROFESSIONAL SERVICES EMEA LTD remains the sole owner of the Entropy Software and all software and documentation contained therein or thereabout.
Each party hereto shall safeguard, preserve and maintain the confidential nature of all knowledge, trade secrets and other Confidential Information disclosed to it by the other, and shall otherwise treat all such information in the same manner as it would treat its own valuable, confidential and proprietary information of like importance.
Neither party shall use any such information, or disclose or permit disclosure of any such Confidential Information, documents, software, or any other project material to a third party or parties. In the event of such disclosure, the party receiving such information shall be informed of its confidential nature and that the party shall be responsible to BSI PROFESSIONAL SERVICES EMEA LTD for any unauthorised disclosure.
The parties shall ensure the observation of confidentiality by imposing a duty of confidentiality on their personnel or by taking other appropriate steps. The duty of confidentiality applies irrespective of whether or not this agreement has otherwise ceased to apply.
BSI PROFESSIONAL SERVICES EMEA LTD warrants that the Licensed Program will operate in accordance with the specification published by BSI PROFESSIONAL SERVICES EMEA LTD for the Entropy Software. However, if it is determined that the Entropy Software fails to operate according to the said specification, BSI PROFESSIONAL SERVICES EMEA LTD’s only responsibility will be to exercise all reasonable efforts, consistent with industry standards and with reasonable care and skill, to cure any defect pursuant to its obligations in the Maintenance and Enhancement agreement. Due to the nature of computer software BSI PROFESSIONAL SERVICES EMEA LTD does not warrant that operation will be error-free or uninterrupted. BSI PROFESSIONAL SERVICES EMEA LTD’s maximum cumulative liability for and arising (whether directly or indirectly) out of unresolved failures shall be limited to the amount of all sums received by BSI PROFESSIONAL SERVICES EMEA LTD from the Licensee in respect of the Entropy Software, provided that no such liability shall arise unless and until BSI PROFESSIONAL SERVICES EMEA LTD has been afforded a reasonable time to cure any defect but has nevertheless failed to cure such defect.
Except for the express warranties set out above or in any applicable Schedule hereto, and without prejudice to any statutory rights which the Licensee may have, no other warranties or conditions, whether expressed or implied, statutory or otherwise, including without limitation those relating to satisfactory quality or fitness for a particular purpose, are made by BSI PROFESSIONAL SERVICES EMEA LTD and all such warranties are hereby expressly excluded to the extent permitted by law.
BSI PROFESSIONAL SERVICES EMEA LTD is not liable for any delays, faults or deficiencies in the material or service that the Licensee is responsible for. BSI PROFESSIONAL SERVICES EMEA LTD is not liable for any amendments, modifications or such like made by the Licensee to the Entropy Software.
In no event shall either party be liable to the other for any delay or failure to perform hereunder, when delay or failure to perform is due to causes beyond the control of the either party including, but not limited to, acts of God, acts of the public enemy, acts of government entities, fires, floods, epidemics, quarantine restrictions, freight embargoes, and strikes or other labour disputes.
In no event shall either party be liable to the other for indirect, special or consequential damages arising out of, or in connection with any breach, or negligence of either party.
BSI PROFESSIONAL SERVICES EMEA LTD shall indemnify the Licensee against any loss or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of BSI PROFESSIONAL SERVICES EMEA LTD, its employees, agents or subcontractors.
The Licensee shall indemnify BSI PROFESSIONAL SERVICES EMEA LTD against any loss or damage suffered arising out of any use of the Entropy Software and any use of the related documentation beyond the rights expressly granted to the Licensee under this Agreement.
BSI PROFESSIONAL SERVICES EMEA LTD will comply with the principles of the Data Protection Act 1998 or subsequent replacements and or amendments to this Act. However, where Licensees provide BSI PROFESSIONAL SERVICES EMEA LTD with personal data or other data that is bound by the principles of the Data Protection Act or subsequent replacements and or amendments for testing or other related purposes, the Licensee shall ensure that this provision does not contravene the principles of the Data Protection Act and shall indemnify BSI PROFESSIONAL SERVICES EMEA LTD from all such claims resulting from any contraventions of this Act but, for the avoidance of doubt, BSI PROFESSIONAL SERVICES EMEA LTD will be liable for any contravention of this Act where the fault lies with BSI PROFESSIONAL SERVICES EMEA LTD.
The interpretation and performance of this Agreement shall be governed by and construed in accordance with the Laws of England and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the English Courts.
All disputes or differences which may at any time hereafter arrive between BSI PROFESSIONAL SERVICES EMEA LTD and the Licensee in respect of the construction or effect of this Agreement or the rights, duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this Agreement (a “relevant event”) shall be referred to such independent Third Party (the “Third Party”) as BSI PROFESSIONAL SERVICES EMEA LTD and the Licensee shall jointly nominate.
If BSI PROFESSIONAL SERVICES EMEA LTD and the Licensee fail to nominate a Third Party within fourteen (14) days of the date of occurrence of the relevant event, then the Third Party shall be nominated at the request of either BSI PROFESSIONAL SERVICES EMEA LTD or the Licensee by the President of the Law Society of England. The Third Party appointed under this Clause shall act as an expert, whose decision (including as to costs) shall except in the case of manifest error be final and binding upon BSI PROFESSIONAL SERVICES EMEA LTD and the Licensee. This Agreement shall be governed by and construed in accordance with English Law.
The invalidity or unenforceability for any reason of any provision of this Agreement shall not prejudice or affect the validity or enforceability of its other provisions. In such an event, the parties shall then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
Any notice that has to be given shall be in writing and shall be sent to BSI PROFESSIONAL SERVICES EMEA LTD and Licensee either by ordinary pre-paid first class post or by fax. Any notice sent by post will be deemed to have been received forty-eight (48) hours after posting. Any fax will be deemed received on the day of transmission.