1. Terms

The Agreement shall be this Agreement and all documents referred to, together with all future amendments agreed to in writing by both Parties. No amendments, modifications or supplements to this Agreement shall be binding unless they are in writing and signed by both Parties. Where the context allows, words denoting the singular include the plural meaning and vice versa, words importing one gender include both genders and may be used interchangeably, and words denoting natural persons include corporations and vice versa. The headings in the Agreement are for the convenience of the parties only and are in no way intended to define or limit the interpretation of the Agreement. If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid provision eliminated. This Agreement constitutes the entire agreement between the Parties concerning the items in Schedule 2 and supersedes all prior communication, representations and agreements either written or oral. The rights and obligations in this Agreement cannot be assigned without the written consent of the other Party, which consent shall not be unreasonably withheld. Any notice to be given to one Party to this Agreement by the other may be sent by post to the address of the other Party as appearing in this Agreement, or to such other address as either Party may from time to time have communicated to the other in accordance with this clause and if so said, shall be deemed to have been served two working days following the date of posting. It shall be sufficient to prove service to show that the notice was properly addressed, stamped and posted. The Parties agree that neither they nor any person in their employ or in their control will disclose to any person any information relating to the other’s trade or business secrets either during or after the termination of this Agreement, except information that is in the public domain or its disclosure is legally required under the Freedom Of Information Act.. The Company warrants that it has placed a copy of the source code for the Software to Binary Bridge Ltd. This Agreement will be governed by and constituted in accordance with English law and the courts of England are to have jurisdiction to settle any claim, dispute or matter of difference that may arise out of or in connection with this Agreement..

2. License

The Agreement shall be this Agreement and all documents referred to, together with all future amendments agreed to in writing by both Parties. No amendments, modifications or supplements to this Agreement shall be binding unless they are in writing and signed by both Parties. Where the context allows, words denoting the singular include the plural meaning and vice versa, words importing one gender include both genders and may be used interchangeably, and words denoting natural persons include corporations and vice versa. The headings in the Agreement are for the convenience of the parties only and are in no way intended to define or limit the interpretation of the Agreement. If any provision of the Agreement is held invalid, illegal or unenforceable for any reason, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if the Agreement had been executed with the invalid provision eliminated. This Agreement constitutes the entire agreement between the Parties concerning the items in Schedule 2 and supersedes all prior communication, representations and agreements either written or oral. The rights and obligations in this Agreement cannot be assigned without the written consent of the other Party, which consent shall not be unreasonably withheld. Any notice to be given to one Party to this Agreement by the other may be sent by post to the address of the other Party as appearing in this Agreement, or to such other address as either Party may from time to time have communicated to the other in accordance with this clause and if so said, shall be deemed to have been served two working days following the date of posting. It shall be sufficient to prove service to show that the notice was properly addressed, stamped and posted. The Parties agree that neither they nor any person in their employ or in their control will disclose to any person any information relating to the other’s trade or business secrets either during or after the termination of this Agreement, except information that is in the public domain or its disclosure is legally required under the Freedom Of Information Act.. The Company warrants that it has placed a copy of the source code for the Software to Binary Bridge Ltd. This Agreement will be governed by and constituted in accordance with English law and the courts of England are to have jurisdiction to settle any claim, dispute or matter of difference that may arise out of or in connection with this Agreement..

3. Payment

The Customer agrees to pay the Company all fees in accordance with the Payment Terms in Schedule 2. The Customer agrees to pay the Company the invoiced amounts no later than 30 days after the Company issues an invoice. This date is to be the Due Date for payment. All charges are exclusive of taxes, imposts and surcharges. The Customer agrees to pay all such additional charges to the Company in pounds stirling. Interest shall be paid on all amounts payable under this Agreement that are not paid by the Due Date at a rate 3% above the Bank of England base lending rate, calculated per diem on the total overdue amount. Subject to the prior written approval of the Customer in each instance, the Customer agrees to pay all reasonable travel and subsistence expenses (at standard economy class rates for air travel and 3 star accommodation for hotel expenses) and the cost of providing any specialist support services.

4. Restrictions on Use

Except as expressly permitted in this Agreement, the Customer agrees not to use, copy or exploit the Software in any way; not to sub-license, rent, lease or loan it; not to reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of it or create derivative works from it; not to use or copy its graphic user interface, operating logic or underlying database structure and database fields for incorporation into or the development of any software or other product or technology.

5. Software Support

The Support Charge (if applicable) shall be the total of the Support amounts as stated in Schedule 2. In consideration of the Support Charge the Company will use its best endeavours to provide support in accordance with Schedule 1. The Company has the right to change the Support Charge but must first notify the Customer in writing giving 90 days notice of such change. No change will exceed the accumulative rate of UK inflation (RPI) since the last increase or since the Agreement Date, whichever is the latest. If the Support Charge (if applicable) for any month has not been paid by the Due Date, the Company reserves the right to suspend Support until payment is received. No refund will be given for the period of time during which the Company did not provide Support.

6. Liability

The Company shall not be liable for any loss of profit, damages or expense or for any consequential loss or damage of any kind.

7. Termination

The Customer shall have the right to terminate the Software Support at any time by giving the Company 180 days notice of termination in writing. Such termination shall not entitle the Customer to a refund of any Software Support Charges already paid and shall be without prejudice to the Company’s right to recover all monies owing under this Agreement. Following Termination of Software Support, the Customer may choose to reinstate it on payment of the Support Charge for the following 12 months at the then current rate as determined by the Company.

8. Warranty

The Company warrants that the Software will perform in accordance with the Company’s published specification but provides no other warranties, expressed or implied, that the Software meets the specific requirements of the Customer.

9. Copyright Indemnity

The Company shall fully indemnify the Customer against all damages (excluding consequential damages), costs, charges and expenses arising from or included by reason of any infringement or alleged infringement of copyright in consequence of the unauthorised use of or possession of the Software or documentation supplied by the Company under this Agreement, subject to the following; The Customer shall promptly notify the Company in writing of any alleged infringement of which the Customer has notice. The Customer must make no admissions without the Company’s prior written consent. The Customer, at the Company’s request and expense, shall allow the Company to conduct negotiations or litigations or settle any claim. The Customer shall give the Company all reasonable assistance. The costs incurred or recovered in such negotiations or settled claim shall be for the Company’s account. If at any time an allegation of infringement of copyright is made in respect of the Software or in the Customer’s reasonable opinion such an allegation is likely to be made, the Company may, at its own expense, modify or replace the Software so as to avoid the infringement, without detracting from the Software’s overall performance.

10. Force Majeure

Neither Party shall be liable for failing to perform its obligations under this Agreement if such failure results from circumstances beyond reasonable control.