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We are: ADVISA Management Solutions Ltd Registered in UK, Company number 4265784 Registered Office is at: Telephone: +44 (0)1494 864868
The ADVISA website and its content are subject to copyright under English law and, through international treaty provisions. The contents of this website are copyright © ADVISA Management Solutions Ltd You may access and display these pages on a computer or a monitor, and print out for your personal use any whole page or pages in the website. All other use, copying or reproduction of any part of this web site is prohibited. Without limiting the foregoing, no part of this web site may be reproduced on any other internet site.
8. In no event shall the Site or any of its contractors or employees be liable for any damages whatsoever, including direct, special, indirect or consequential damages, resulting from or in connection with the access to or use of this Site or the use and dissemination of information contained therein. 9. The Site and its content are subject to copyright under English law and, through international treaty provisions. The contents of this Site are copyright © ADVISA Management Solutions Ltd.
Health and Safety Policy Statement
ADVISA Management Solutions Ltd has considered the impact on the environment of its services and activities and undertakes to comply with ever-increasing environmental demands and to minimise the environmental impact of its services, operations and products.
1. General 1.2 AMSL shall not discriminate unlawfully when deciding which candidate/temporary worker is submitted for a vacancy or assignment, or in any terms of employment or terms of engagement for temporary workers. AMSL will ensure that each candidate is assessed only in accordance with the candidate’s merits, qualification and ability to perform the relevant duties required by the particular vacancy. 1.3 AMSL will not accept instructions from clients that indicate an intention to discriminate unlawfully.
This agreement is made between (1) Advisa Management Solutions Limited whose registered office is at Rockbottom, Nairdwood Lane, Prestwood, Buckinghamshire, HP16 0QL, hereafter referred to as the Supplier and (2) ………..hereafter referred to as the Customer BACKGROUND The Supplier has developed a computer software application known as ‘ADVISA’ that will survey, store and manipulate data related to management functions such as risk management. The Supplier is the entire legal and beneficial owner of the intellectual property rights in Advisa and its associated documentation
In this Agreement the following terms shall have the following meanings: "Licensed Program Materials" means the Licensed Programs and the Program Documentation "Licensed Programs" means the software programs in object code form comprised in this product "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 Licensor pursuant to the provision of any technical support for the Licensed Programs "Program Documentation" means the instruction manuals, user guides and other information made available from time to time during this Agreement by the Licensor at its discretion in either printed or machine readable form to the Licensee "Program Specifications" means the technical specifications (if any) from time to time published by the Supplier in respect of the Licensed Programs "Use" means the use of the Licensed Programs and includes the copying or transmission of the Licensed Programs or (where in machine readable form) the Program Documentation into any computer equipment for the processes contained in the Licensed Programs or (as the case may be) the Program Documentation and the use of the Licensed Programs in the course of the operation of such equipment or in support of such use. “Intellectual Property Rights” means all patents copyrights design rights trade marks service marks trade secrets know how database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world
2.1 In consideration of the payment by the Customer of the licence fee which forms part of the price paid by the Customer for the Licensed Program Materials the Supplier hereby grants to the Customer two non-exclusive licences for the term of this Agreement to Use the Licensed Programs (and where appropriate the Program Documentation relating thereto) and to possess and refer to the Program Documentation. 2.2 Use shall be restricted to use in object code form for the purpose of processing the customer’s data for the normal business purposes of the customer which shall not include allowing the use of the software by or for the benefit of any person other than an employee of the Customer 2.3 The customer may not use the Licensed Program Materials other than as specified herein without the consent in writing of the Supplier and the Customer acknowledges that additional fees may be payable 2.4 The Customer has no right to sub-license or to assign the benefit or burden of this licence in whole or in part or to allow the Licensed Program Materials to become the subject of any charge, lien or encumbrance without the prior written consent of the Supplier 3. WARRANTIES 3.1 Subject to the exceptions set out in clause 3.6 and the limitations upon its liability set out in clause 4 below the Supplier warrants to the Customer that it has the right power and authority to license the Licensed Program Materials upon the terms and conditions of this Agreement; 3.2 The Supplier shall have no liability to the Customer for the Customer’s failure to install and Use in substitution for the previous release any New Release of the Licensed Programs within 90 (ninety) days of receipt of the same 3.3 The Supplier shall have no liability in respect of any breach by the Customer of any of its obligations under any maintenance agreement in respect of the equipment on which the Licensed Programs are installed or in respect of the use of the Licensed Programs for a purpose for which they were not licensed 3.5 The Customer accepts responsibility for the selection of the Software to achieve its intended results 3.4 Without prejudice to the foregoing the Licensor 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. 3.5 Subject to the foregoing and with the exception of the condition and warranties implied by section 12 of the Sale of Goods Act 1979 all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the Licensed Program Materials and the provision of any services provided in connection therewith are hereby excluded to the fullest extent permitted by law.
4.1 The following provisions set out the Licensor's entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Licensee in respect of: 4.1.1 any breach of its contractual obligations arising under this Agreement; and 4.1.2 any representation statement or tortious act or omission including negligence arising under or in connection with this Agreement AND THE Customer’s attention is in particular drawn to the provisions of this clause 4. 4.2 Any act or omission on the part of the Supplier or its employees agents or sub-contractors falling within clause 4.1 above shall for the purposes of this clause 4 be known as an "Event of Default". 4.3 The Supplier’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the amount paid by the Customer Licensed Program Materials. 4.4 The Supplier shall not be liable to the Customer in respect of any Event of Default for loss of profits, goodwill, contract, revenue, business opportunity, data or information or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring the same. 4.5 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. 4.6 The Customer hereby agrees to afford the Supplier not less than 60 (sixty) days in which to remedy any Event of Default hereunder. 4.7 The Supplier shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served written notice of the same upon the Supplier within 2 (two) 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. 4.8 Nothing in this clause 4 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled. 4.9 For the avoidance of doubt the Supplier shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: 4.10 The Customer acknowledges that the Licensed Program Materials are intended to be used as a tool to assist with risk management only and should not be regarded as a substitute for management and decision taking by the Customer’s personnel. Accordingly the Customer agrees to indemnify and keep indemnified the Supplier in respect of any and all claims, proceedings, liabilities, losses, damages, costs and expenses whatsoever arising out of or resulting from personal injury or death to any personnel, employees or subcontractors of the Customer in circumstances where such personal injury or death is alleged to have arisen as a result of any inadequate training, monitoring or supervision of such personnel, employees or sub-contractors.
5.1 The Licensed Program Materials contain confidential information of the Supplier and all intellectual property rights in the Licensed Program Materials are the exclusive property of the Supplier in respect of which the Supplier is the entire legal and beneficial owner and in respect of which the Customer acknowledges it has no rights 5.2 The customer shall have no rights other than the right to use the Licensed Materials in accordance with the terms of this agreement 5.2 The Customer shall not: 5.2.1 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 5.2.2 remove or alter any copyright or other proprietary notice on any of the Licensed Program Materials or
5.3.1 reproduce on any copy (whether in machine readable or human readable form) of the Licensed Program Materials or any part thereof the Licensor's copyright and trade mark notices 5.3.2 notify the Supplier 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 5.3.3 without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the intellectual property rights of the Supplier or any third party in the Licensed Program Materials
6.1 This Agreement may be terminated: 6.1.1 immediately by the Supplier if the Customer fails to pay any sum due in respect of the sale of this product or any continuing licence fees agreed to be paid by the Customer in respect of the use of this product or under any agreement relating to the support and/or maintenance or client specific development by the Supplier of any Licensed Program Materials within 14 (fourteen) days of the due date therefor; 6.1.2 immediately by the if the Customer commits any material breach of any term of this Agreement (other than one falling within clause 7.1.1 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 (thirty) days of a written request to remedy the same; 6.1.3 forthwith by the Supplier if the Customer shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the Customer shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 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 Customer 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 party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction); and 6.1.4 forthwith by the Supplier if any petition is presented to any court of competent jurisdiction for the bankruptcy of the Customer or if any voluntary arrangement is proposed by the Customer pursuant to Part VIII of the Insolvency Act 1986 or if any arrangement, scheme or arrangement or compromise or composition is proposed with the general body of the Customer's creditors or any part of the same. 6.2 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. 6.3 Within 7 (seven) days of the termination of this Agreement (howsoever and by whomsoever occasioned) the Customer shall at the Supplier’s 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 in any event shall delete the Licensed Program Materials or any part thereof from any electronic storage medium (including without limitation any computer hard drive) and a duly authorised officer of the Customer shall certify in writing to the Supplier that the Customer has complied with its obligations as aforesaid.
8.1 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"). 8.2 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. 8.3 If a default due to an Event of Force Majeure shall continue for more than 13 (thirteen) weeks 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.
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.
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.
10.1 The Customer shall not be entitled to assign transfer, charge, sub-contract, sub-licence or otherwise dispose of (including by means of holding the benefit of the same on trust for any third party) this Agreement nor all or any of its rights and obligations hereunder without the prior written consent of the Supplier. 10.2 Subject to clause 8 the Supplier shall be entitled to assign the benefit and burden of this Agreement to any third party in its entire discretion and the Customer shall on request by the Supplier execute a novation agreement in respect thereof in such form as the Supplier shall require.
Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a 12. AMENDMENTS Any amendment, waiver or variation of this agreement shall not be binding on the parties unless set out in writing, expressed to amend it and signed by or on behalf of each of the parties. 13. THIRD PARTY RIGHTS No term of this agreement is intended to confer a benefit on, or to be enforceable by, any person or undertaking not a party to it. 14. NOTICES Any notice required to be given pursuant to this agreement shall be in writing and may be sent by first-class mail or fax, provided that faxes are confirmed within 24 hours by first-class mailed confirmation of a copy. Correctly addressed notices sent by first-class mail shall be deemed to have been delivered 72 hours after posting and correctly directed faxes shall be deemed to have been received instantaneously on transmission, provided that they are confirmed as set out in this clause 15. HEADINGS Headings to clauses in this Agreement are for the purposes of information and identification only and shall not be construed as forming part of this Agreement.
All agreements on the part of the Customer which comprises more than one person or entity shall be joint and several and the neuter singular gender throughout this Agreement shall include all genders and the plural and the successors in title to the Customer.
To be completed either here or in a schedule to be attached as agreed between AMSL and the Customer 18. LAW 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.
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