Licence Agreement. Document filename. HSCIC Licence Agreement. Directorate / Programme. Solution, Design, Assurance and Standards. Status.

Transcription

1 Document filename HSCIC Licence Agreement Directorate / Programme Solution, Design, Assurance and Standards Status Approved Version 1.0 Version issue date 01/04/2013 Licence Agreement

2 INTRODUCTION This licence agreement ("Licence") is a legal agreement between you ("Licensee") and The Secretary of State for Health ("Licensor") for this software product ("Software"). The Software is made available by the Health & Social Care Information Centre (HSCIC). 1 DEFINITIONS AND INTERPRETATION "Commencement Date" means the date the Software is downloaded by you; "Documentation" means the current version of the operating manuals, user instructions, technical literature and all other related materials in eye-readable form published from time to time by the Licensor relating to the use and application of the Software; "Intellectual Property" includes patents, inventions, know-how, trade secrets and other confidential information, registered designs, copyrights, database rights, design rights, rights affording equivalent protection to copyright, database rights and design rights, trademarks, service marks, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of unfair competition rights and rights to sue for passing-off and any other equivalent rights in any jurisdiction worldwide; "Testing" means testing and evaluation for the purposes of developing health technologies; and "Third Party Software" means an item of software owned by third parties. 2 TERM This Licence shall commence on the Commencement Date and shall continue subject to termination in accordance with the provisions of this Licence. 3 LICENCE 3.1 the Licensor grants the Licensee a perpetual, non-exclusive licence to use the Software and Documentation for the purposes of Testing only subject to the following limitations: Page 2 of 6

3 the Licensee shall not amend, modify, alter or enhance the Software or any copyright or ownership notices detailed on or in the Software or disassemble, decompile, reverse engineer or create derivative works based upon it; and the Licensee shall not sell, rent, lease, or loan the Software. The Licensor is not obliged to provide the Licensee with any updates to the Software, but may do so at its sole discretion. The terms of this licence shall apply to all updates to the Software unless expressly stated otherwise. 4 DISCLAIMERS 4.1 The Licensee acknowledges and accepts the following limitations: the Software is supplied on an "as is" basis, without any representation or warranty of any kind as to its fitness for purpose; the Licensee may use the Software to assist Testing but no reliance shall be placed on any results produced by using the Software. Any positive result produced from Testing shall not be taken as indicative of being capable of reproduction or indicative of a potentially positive result in an environment other than Testing environments; the Licensor does not warrant that the Software meets the present or future requirements of the Licensee or that the use of the Software will be error free or operates in accordance with the Documentation; and the Licensor shall not be liable for the introduction into the Software or your computer or telecommunications system, internet or intranet site of any code which is designed to corrupt data or adversely impact upon the performance of computer systems (including any virus, worm, logic bomb, disabling code or routines or expiration dates). Page 3 of 6

4 5 INTELLECTUAL PROPERTY RIGHTS Ownership of all Intellectual Property created developed, subsisting or used in connection with the Software (excluding Third Party Software) and Documentation shall vest and shall remain vested in the Licensor. The Licensee is responsible for obtaining licences for any Third Party Software required to be used with the Software. 6 LIABILITY 6.1 Nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent that it may not be excluded or limited as a matter of law. 6.2 Subject to clause 6.1, in no event shall the Licensor be liable for any indirect, special or consequential loss or any loss of profits, turnover, business opportunities or damage to goodwill (whether direct or indirect). 7 TERMINATION 7.1 The Licensor may terminate this Licence with immediate effect for any breach by the Licensee of the licence terms. 7.2 Upon termination of the Licence, the Licensee shall (at the direction of the Licensor) immediately delete or destroy all copies of the Software and Documentation and any information provided by the Licensor on a confidential basis and certify to the Licensor that this has been complied with. 8 ASSIGNMENT 8.1 The Licensee may not assign, transfer or deal in any way with this Licence and/or its rights under it without the prior written consent of the Licensor. Page 4 of 6

5 8.2 The Licensee shall remain responsible for all acts and omissions of sub-licensees and assignees in relation to the Software as if the acts and omissions were its own and shall ensure that such third parties accept the terms of this Licence. 9 WAIVER No failure or delay by the Licensor to exercise any right or remedy existing under this Licence will act as a waiver or otherwise prejudice or restrict our rights and remedies. 10 NOTICE All notices and queries for the purposes of this licence and product support must be directed to sa.helpdesk@hscic.gov.uk. 11 SEVERABILITY If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. 12 THIRD PARTY RIGHTS A person who is not the Licensor or the Licensee shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. This clause does not affect any right or remedy of any person which exist, or is available, other than pursuant to the Act. 13 ENTIRE AGREEMENT This Licence represents the entire agreement between us in relation to the licensing of the Software. We each acknowledge that, in entering into this Licence, neither of us has relied on any representation, undertaking or promise given by the other except as expressly stated in the Licence. Page 5 of 6

6 14 LAW AND JURISDICTION This Licence is governed by the laws of England and Wales. Any dispute arising from, or related to, any term of this Licence shall be subject to the non-exclusive jurisdiction of England and Wales. Page 6 of 6