Intellectual Property
Intellectual Property: Copyright, Patents and Designrights
All right, title and interest in and to the Licensed Software and any Confidential Information made available to you pursuant to this Agreement, including without limitation all Intellectual Property Rights therein, shall remain exclusively with the Supplier and our licencors, as applicable. The Licensed Software is licensed, not sold. You hereby grant us a perpetual, non-exclusive, fully transferable, worldwide right and license to collect, aggregate, use, disclose, market and sell and/or license Data to third parties. You shall be required to obtain any consent from third parties that are required for the processing and/or licensing of Data. Supplier agrees it will at its sole cost and expense, defend, indemnify, and hold harmless the Indemnified Parties from and against all Claims, to the extent such Claims arise out of, result from, or are attributable to the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by Supplier or its employees, subcontractors, consultants, representatives, and agents; provided, however, Customer gives Supplier prompt notice in writing of the Claim. All Rights Reserved. Copyright & Designright - Standard Group of Companies
Default
Default
Should any default be made in paying any sum due to us or should a Receiving Order or Winding up Order be made against the customer, then in any such case we may, at our option excercisable at any time, either suspend all further deliveries/training/installation until the default be made good or cancel the order in so far as any further work remains to be done, by written notice to the customer of our intention so to do, but in either case without incurring any liability and without prejudice to the right to recover any payment due the customer shall indemnify us for any loss sustained in consequence of the non-completion of the contract.
Authorisation
Authorisation
Customer shall not permit any Licensed Software to be used by any other person, except for employees, agents, consultants, Outsourcing Companies, and contractors who need to use the Licensed Software in the performance of their duties for Customer and who are authorised and enabled by Customer to access and utilise the Licensed Software (Authorised User).
You shall only install and use the Licensed Software at the site(s) specified in the applicable Order Form(s). Your use of the Software at sites or in user counts (where applicable), other than as specified on the applicable Order Form(s) shall trigger additional fees payable by you.
You shall keep the Software, documentation and materials supplied here-under in a secure place, under access and use restrictions satisfactory to us and not less strict than those applied to your most valuable and sensitive programs and Confidential Information. You may temporarily transfer the Licensed Software to another site while the authorised site is undergoing maintenance, but you shall notify the Supplier of such temporary transfer if it is for a period of more than 72 hours
Payment & Invoicing
Payment & Invoicing
In consideration of the License granted to Customer here-under and the services to be performed by Supplier here-under, Customer shall pay to Supplier for each purchase made under this Agreement which will be invoiced as provided by the Payment Schedule. Upon receipt of the Suppliers Invoice, the Customer shall pay in full the monies agreed within 5 working days of the date of the Invoice. Failure to pay within this agreed period could result in additional late payment charges of 5% of the amount due, per each month late.
Documentation & Training
Documentation & Training
The Supplier shall provide user training to the Customers designated users. The Supplier shall provide to Customer user manuals and related materials and/or give access to on-line documentation, sufficient to allow Customer to utilise fully the Licensed Software in accordance with the Specifications. Documentation will include (but is not limited to) overview descriptions of all major functions and detailed step-by-step operating procedures for each screen and activity. The Documentation to be provided by Supplier is in addition to any on-line HELP which is part of the Licensed Software user interface. The Customer may copy and incorporate the Documentation in works prepared for Customer’s business endeavours (such as the Customers Quality Manual) so long as Customer includes all copyright, trademark, and other notices of Supplier in the same form as they appear on or in the Documentation.
Installation & Acceptance
Installation & Acceptance
The Supplier is responsible for installing the Licensed Software on the Customer Platform at the designated site(s) in accordance with this Agreement. Supplier shall conduct its standard diagnostic evaluation at Customer’s site to determine that the Licensed Software is properly installed and fully ready for productive use subject to Acceptance Testing and Customer’s approval of the results thereof. Unless otherwise agreed, standard Supplier Acceptance Testing procedure shall apply as detailed in the agreed Schedule.
