PLEASE READ CAREFULLY.

IF YOU DO NOT AGREE TO THE FOLLOWING LICENSE CONDITIONS CANCEL THE INSTALLATION NOW.



Parties:
1	'The Company': Soup Ly Services Limited (registered number 3152474) whose registered office is at P.O. Box 20014, London NW2 5JR, England.
2	'The Licensee': The downloader, user, installer or purchaser of the computer software programs the subject of this agreement.

Recital:
The Company has agreed to grant the Licensee a non-exclusive licence to use the computer software programs and associated documentation listed in the Schedule upon the terms and conditions of this agreement.

Operative provisions:
1 Grant of licence and provision of services
1.1 	The Company in consideration of the payment by the Licensee from time to time of the Licence Fee in accordance with clause 2 below hereby:
1.1.1 grants to the Licensee a non-exclusive licence to use the Licensed Programs and to possess and refer to the Program Documentation; and
1.1.2 undertakes to the Licensee to provide the Services upon the terms and conditions of this agreement.

2 Licence Fee
2.1 	The Licence Fee shall include the cost of:
2.1.1 the delivery of the Licensed Program Materials to the Licensee; and
2.1.2 the provision of the Services.
2.2 	The Licence Fee (together with value added tax thereon) shall be levied by the Company with effect from the Acceptance Date and shall be payable by the Licensee within 30 days of receipt of the Company's invoice therefor.
2.3 	The Company reserves the right to charge the Licensee interest in respect of the late payment of any sum due under this agreement (as well after as before judgment) at the rate of 5% per cent per annum above the base rate from time to time of Barclays Bank Plc from the due date therefor until payment.

3 Delivery
3.1 	The Company shall use all reasonable endeavours to deliver one copy of each of the Licensed Programs and the Program Documentation to the Licensee on the Delivery Date or as soon thereafter as is possible.
3.2 	If the Company shall fail to deliver the Licensed Program Materials within 30 days of the Delivery Date the Licensee shall be entitled to eitherwithout prejudice to any other rights or remedies it may have hereunder or at law terminate this agreement upon 30 days' written notice to the Company

4 Installation testing and acceptance
4.1 	The Licensee shall install the Licensed Programs and shall be entitled free of charge to use the Licensed Programs 30 times from the Actual Delivery Date not for the purpose of its trade or business but solely for the purpose of assessing whether the same meet its requirements.
4.2 	If during the Trial Period the Licensee shall decide that the Licensed Program Materials do not meet its requirements then the Licensee shall be entitled by 7 days' notice upon the Company to terminate this agreement.
4.3 	If the Licensee does not terminate this agreement by notice pursuant to clause 4b above or if during the Trial Period it shall use the Licensed Programs for the purposes of its trade or business then (in either case) with effect from the day next following the expiration of the Trial Period the Licensee shall be deemed to have accepted the Licensed Program Materials.

5 Technical support
5.1 	With effect from the Acceptance Date and for the duration of this agreement the Company shall provide in respect of each of the Licensed Programs such category of Technical Support as shall comprise only advice by telephone or post on the use of the Licensed Programs for a period limited to 12 months after the Acceptance Date.
5.2 	The Licensee shall supply in writing to the Company a detailed description of any fault requiring Technical Support and the circumstances in which it arose forthwith upon becoming aware of the same.
5.3 	Technical Support shall not include the diagnosis and rectification of any fault resulting from:
5.3.1 the improper use operation or neglect of either the Licensed Program Materials;
5.3.2 the modification of the Licensed Programs or their merger (in whole or in part) with any other software;
1.1.1 
5.3.3 the failure by the Licensee to implement recommendations in respect of or solutions to faults previously advised by the Company;
5.3.4 any repair adjustment alteration or modification of the Licensed Programs by any person other than the Company without the Company's prior written consent;
5.3.5 the use of the Licensed Programs for a purpose for which they were not designed.
5.4 	The Company shall upon request by the Licensee provide Technical Support notwithstanding that the fault results from any of the circumstances described in clause 5c above. The Company shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 5e below.
5.5 	Without prejudice to clause 5d above the Company shall be entitled to levy reasonable Additional Charges in the manner set out in clause 5f below if Technical Support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged the Licensee's request to have been unnecessary.
5.6 	Additional Charges shall be levied by the Company monthly in arrears and shall be payable by the Licensee (together with value added tax thereon) within 30 days of receipt of an invoice therefor.

6 Property and confidentiality in the licensed program materials
6.1 	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, except where otherwise indicated, are the exclusive property of the Company.
6.2 	The Licensee shall not:
6.2.1 save as provided in clause 7 below make back-up copies of the Licensed Program Materials;
6.2.2 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;
6.2.3 save solely for the purposes expressly permitted by and in accordance with s. 296A(1) CDPA or s. 50C(2) CDPA copy adapt or reverse compile the whole or any part of the Licensed Program Materials;
6.2.4 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; or
6.2.5 remove or alter any copyright or other proprietary notice on any of the Licensed Program Materials.
6.3 	The Licensee shall:
6.3.1 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);
6.3.2 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;
6.3.3 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
6.3.4 notify the Company immediately if the Licensee becomes aware of any unauthorised use of the whole or any part of the Licensed Program Materials by any third party; and
6.3.5 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.
6.4 	The Licensee 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 Licensee 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 6.

7 Copying of the licensed program materials
7.1 	The Licensee shall be entitled to make one back-up copy of each of the Licensed Programs. 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.
7.2 	The Licensee shall not be entitled to copy in whole or in part the Program Documentation.

8 Warranty
8.1 	Subject to the exceptions set out in clause 8d below and the limitations upon its liability in clause 9 below the Company warrants that:
8.1.1 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;
8.1.2 the Licensed Programs will for a period of 30 days from the Acceptance Date conform to the Program Specifications; and
8.1.3 it will perform the Services with reasonable care and skill.
8.2 	The Licensee shall give notice to the Company as soon as it is reasonably able upon becoming aware of a breach of warranty.
8.3 	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 5c above.
8.4 	Without prejudice to the foregoing the Company does not warrant that the use of the Licensed Programs will meet the Licensee's data processing requirements or that the operation of the Licensed Programs (including where in machine-readable form the Program Documentation) will be uninterrupted or error free.
8.5 	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.

9 Limitation of liability
9.1 	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 Licensee in respect of:
9.1.1 any breach of its contractual obligations arising under this agreement; and
9.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this agreement
9.2 	Any act or omission on the part of the Company or its employees agents or sub-contractors falling within clause 9a above shall for the purposes of this clause 9 be known as an 'Event of Default'.
9.3 	The Company's liability to the Licensee for death or injury resulting from its own or that of its employees' agents' or sub-contractors' negligence shall not be limited.
9.4 	Subject to the limits set out in clause 9ci below the Company shall accept liability to the Licensee in respect of damage to the tangible property of the Licensee resulting from the negligence of the Company or its employees agents or sub-contractors.
9.5 	Subject to the provisions of clause 9c above the Company's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:
9.5.1 250 in the case of an Event of Default falling within clause 9d above; and
9.6 	Subject to clause 9c above the Company shall not be liable to the Licensee in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Licensee as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Licensee incurring the same.
9.7 	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.
9.8 	The Licensee hereby agrees to afford the Company not less than 60 days (following notification thereof by the Licensee) in which to remedy any Event of Default hereunder.
9.9 	Except in the case of an Event of Default arising under clause 9c above the Company shall have no liability to the Licensee in respect of any Event of Default unless the Licensee shall have served notice of the same upon the Company within 12 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
9.10 	Nothing in this clause shall confer any right or remedy upon the Licensee to which it would not otherwise be legally entitled.

10 Intellectual property rights indemnity
10.1 	The Company shall have no liability to the Licensee in respect of an Intellectual Property Infringement if the same results from any breach of the Licensee's obligations under this agreement.
10.2 	The provisions of clause 9 above shall not apply to this clause 10.

11 Risk in the licensed program materials
11.1 	Risk in the Licensed Program Materials will pass to the Licensee upon the Actual 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 Licensee paying its then prevailing charges.

12 Confidentiality
12.1 	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:
12.1.1 trivial or obvious;
12.1.2 already in its possession other than as a result of a breach of this clause; or
12.1.3 in the public domain other than as a result of a breach of this clause.

13 Force majeure
13.1 	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').
13.2 	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.

14 Invalidity and severability
14.1 	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.

15 Entire agreement
15.1 	The Company shall not be liable to the Licensee 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.
15.2 	The Licensee accepts that the Licensed Program Materials were not designed and produced to its individual requirements and that it was responsible for their selection.

16 Assignment and sub-licensing
16.1 	The Licensee 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.

17 VAT
17.1 	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.

18 Law
18.1 	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 the English courts.


SCHEDULE

2 Licence fee

Where the Licensee has between 1 and 10 servers/computer terminals :	395.00 plus VAT
Where the Licensee has between 11 and 50 servers/computer terminals :	995.00 plus VAT
Where the Licensee has over 50 servers/computer terminals :		1,995.00 plus VAT

3 Licensed programs

Title: LOTUS NOTES CONFIGURATION MANAGER

Reference number:SLSL100


4 Program documentation

Title: LOTUS NOTES CONFIGURATION MANAGER RELEASE NOTES

Reference number:SLSL100R

