ANNUAL LICENCE TERMS AND CONDITIONS - AUBIT AND COMPANY CONTROLLER

1. Agreement

This Licence Agreement is made between us, Seproft Limited of 18 The Ropewalk, Nottingham, NG1 5DT and the registered user (“the User”) of the software packages currently titled ‘Company Controller and Statutory Forms’ and ‘AUBIT’ (“the Software”). This Agreement commences on the date of acceptance by the User of the terms of this Agreement (“the Commencement Date”) unless and until terminated in accordance with the provisions of this Agreement. These terms shall be deemed to be accepted when either the User opens the package in which the Software is wrapped or, if later, clicks on the acceptance button on the Click Wrap licence screen.

2. Ownership and Licence

(a) This is a non-exclusive licence Agreement and NOT an agreement for sale.

(b) We continue to own the copy of the Software and all other copies that the User is authorised by the Agreement to make, and all intellectual property rights in the Software.

(c) The User’s rights to use the Software are specified in this Agreement and we retain all rights not expressly granted to the User in this Agreement.

3 Permitted Uses

In consideration for the User paying us the Annual Licence Fee in accordance with the terms of this Agreement and the User Agreeing to abide by the terms and conditions of this Agreement, the User is granted the following rights to the Software:

(a) Right to Install and Use

The User may install and use the Software on the hard disk drive (or any other read/writeable device) of any single compatible computer that the User owns. However, the User may not under any circumstances have the software installed onto the hard disk drive (or any other read/writeable device) of two or more computers at the same time, nor may the User install the Software onto the hard disk drive (or any other read/writeable device) on one computer and then use the original diskettes or CD-ROM on another computer. If the User wishes to use the Software on more than one computer, then the User must either erase the Software from the first hard disk drive before it is installed onto a second hard disk drive or else obtain from us a license for an additional copy of the Software for each additional computer on which the User wants to use it.

(b) Right to Copy

The User may copy the Software for back-up and archival purposes, provided that the original and each copy is kept in the User’s possession, and that the User’s installation and use of the Software does not exceed that allowed in Clause 3(a) above.

(c) Right to Modify

The User may not modify the Software.

(d) Right to Transfer

The User may not rent, lend or lease this Software. However, the User may transfer this licence to use the Software to another party on a permanent basis by transferring a copy of this licence Agreement, at least one unaltered copy of the Software, and all documentation. The User must, at the same time, either transfer to the other party or destroy all other copies of the Software. Such transfer of possession terminates the User’s licence from us. Such other party shall be licensed under the terms of this Agreement upon its acceptance of this Agreement by its initial use of the Software for the unexpired term of the licence. If the User transfers the Software, the User must remove the Software from their hard disk drive and may not retain any copies of the Software for their own use.

(e) Identity of Licensee: Purpose of Licence

This licence is personal to the licensee identified as the purchasers of the Software and/or any person to whom this licence is transferred in accordance with Clause 3(d). In the case of an individual purchaser or authorised transferee, the licence granted herein is for the benefit only of that individual. In the case of a corporate purchaser or authorised transferee, the licence granted herein is for the benefit only of that corporation's employees and authorised agents. The intended purpose of use of the Software is as specified in the documentation relating thereto.

4. Prohibited Uses

The User may not, without written permission from us:

(a) Use, store, copy, modify, merge, sub-licence, distribute or transfer copies of the Software or documentation except as provided in this Agreement.

(b) Use any back-up or archival copies of the Software (or allow anyone else to use such copies) for any other purpose other than to replace the original copy in the event it is destroyed or becomes defective.

(c) Disassemble, decompile or "unlock" reverse translate, or in any manner decode the Software for any reason except as permitted by Article 6 of the EU Software Directive (91/250/EEC).

(d) Lease or rent the Software.

5. Support Services

During the continuance of this Agreement in return for the payment by the User of the Annual Licence Fee in accordance with this Agreement, we will provide the User with the following Support Services:

(a) Although we do not provide a continuous telephone help desk we will seek whenever it is reasonably practicable for us to do so to provide telephone assistance between the hours of 10.00 to 12.30 and 14.00 to 16.00 on all weekdays excluding English Bank Holidays for diagnosis or correction of defects or errors in connection with the Software. In the event that help is not immediately available we will endeavour to respond to the enquiry within fourteen days.

(b) The supply of any revisions or updates to the Software.

NOTE: We will not provide support services which are required as a result of either a direct or indirect breach by the User of any of their obligations under this Agreement and in particular if the User operates a version of the Software which is not at that time the current version or if the User interferes with or alters or modifies the Software.

6. Limited Warranty

We make the following limited warranties, for a period of 60 days from the Commencement Date:-

(a) Media

The diskettes or CD-ROM’s and documentation in this package will be free from defects in materials and workmanship under normal use. If the diskettes or CD-ROM’s and documentation fail to conform to this warranty, the User may, as their sole and exclusive remedy, obtain (at the User’s option) either a replacement free of charge or a full refund if the User returns the defective diskette or CD-ROM’s and documentation to us with a dated proof of purchase.

(b) Software

The copy of the Software in this package will materially conform to the documentation that accompanies the Software. If the Software fails to operate in accordance with this warranty, the User may, as their sole and exclusive remedy, return all of the Software and the documentation to us, along with a dated proof of purchase, specifying the problem, and we will provide the User either with a new version of the Software or a full refund (at the User’s option).

(c) Warranty Disclaimer

We do not warrant that this Software will meet the User’s requirements or that its operation will be uninterrupted or error-free. We exclude and expressly disclaim all express and implied warranties or conditions not stated herein.

7 Limitation of Liability

(a) Our liability to the User for any losses (excluding physical injury to or death of any persons resulting from our negligence) shall not exceed the amounts actually paid to us by the User under this Agreement.

(b) In no event will we be liable to the User for loss (whether direct or indirect) of profits, business or anticipated savings or for any indirect or consequential loss or damage even if we have been advised of the possibility thereof and whether arising from negligence, breach of contract or howsoever.

(c) Nothing in this Clause limits our liability to the User in the event of death or personal injury resulting from our negligence.

8 Termination

(a) This licence and the User’s right to use the Software terminates automatically at midnight on the anniversary of the Commencement Date unless the User pays to us each year in accordance with the terms of this Agreement an Annual Licence Fee on or before the anniversary of the Commencement Date.

(b) This licence and the User’s right to use the Software also terminates automatically:

(i) If the User fails to comply with any provisions of this Agreement.

(ii) If the User destroys the copies of the Software in its possession or voluntarily returns the Software to us; or

(iii) If the User transfers the Software to another party in accordance with Clause 3(d).

(c) Upon termination of this Agreement for any reason the User will destroy or return to us all copies of the Software and documentation other than those copies transferred to another party in accordance with Clause 3(d).

(d) Except in cases of serious or irremediable breach, we will give the User notice of any breach and a reasonable opportunity to cure the breach before the Agreement is terminated under sub-clause (b)(i) above.

9 Confidentiality

(a) The Software and documentation relating thereto contains confidential information and the User agrees not to disclose such information to any third party other than our own employees or authorised agents without our prior consent.

(b) The obligation of confidentiality under paragraph (a) of this Clause includes any confidential information relating to the Software which is obtained by the User as the result of any analysis or decompilation permitted under Articles 5(3) and 6 of the EU Software Directive (91/250/EEC).

(c) This clause shall survive the termination of this Agreement.

10. Payment Provisions

Forthwith upon the acceptance of this Agreement, the User agrees to pay to us the Annual Licence Fee relating to the Software purchased (this applies to each subsequent annual renewal of this Agreement).

(a) All payments due to us under this Agreement shall be paid in pounds sterling.

(b) All amounts due to us under this Agreement are inclusive of any VAT and other applicable taxes, duties or levies, which the User may be additionally liable to pay.

11. Year 2000 Compliance

We warrant that the Software is free from errors in program logic which prevent the Software from being Year 2000 compliant (such an error being referred to as a “Year 2000 Error”). Our sole obligation with respect to any Year 2000 Error is either to do our best to correct it, or at our sole discretion, to provide instructions for its circumvention. Such obligation shall be conditional upon the following: -

(i) that you have notified us in writing of the suspected Year 2000 Error, and

(ii) that we can recreate the Year 2000 Error with the latest release of the Software.

12. Miscellaneous Provision

(a) This Agreement will be governed by and construed in accordance with the substantive laws of England whose courts shall have exclusive jurisdiction over all disputes which may arise between us.

(b) This is the entire agreement between us relating to the contents of this package, and supersedes any prior purchase order, communications, advertising or representatives concerning the contents of this package.

(c) No change or modification of this Agreement will be valid unless it is in writing and is signed by us.

(d) Except as set out in Clause 3(d), the User is not entitled to assign or sub-contract any of its rights or obligations under this Agreement or appoint any agent or sub-distributor to perform such obligations.

If the User has any questions about this Agreement, then please write to us at: Seproft Limited, 18 The Ropewalk, Nottingham, NG1 5DT, or call us on Tel: 0115 955 0008 Fax: 0115 950 5338 [or email us at support@seproft.co.uk]

All updates are included within the definition of the term Software and are subject to all the terms and conditions set out in this Agreement.