SEPROFT LIMITED - ANNUAL LICENCE TERMS AND CONDITIONS FOR WEB SITE MAINTENANCE

ANNUAL LICENCE TERMS AND CONDITIONS - WEB SITE MAINTENANCE

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 titled ‘Web Sites for Accountants’ (“the Web Site”) and the software service currently titled ‘Web Site Maintenance’ (“the Web Site Service”). 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 clicks on the place order now button on the on-line order form.or, if later, submits their web site order form to Seproft Limited by post or email

2. Ownership and Licence

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

(b) We continue to own all intellectual property rights in the Web Site and the Web Site Service.

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

3 Permitted Uses

There are two types of support for the Web Site Service

i) Standard Web Site Service and

ii) Premium Web Site Service

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 Web Site Service depending on which service the User opted for:

i) Standard Web Site Service

(a) Technical updates to the Web Site

Updates to the Web Site will be carried out every month in respect of the following web pages, if present, on the Web Site:

(i) "What's new?"

(ii) "Frequently Asked Questions"

(iii) "Links to Technical Newletters and Articles"

(iv) "Tax rates and tables"

(v) "Links to other web sites"

Such updates will only be carried out if the changes are deemed necessary. These changes will not be carried out if the User so requests.

(b) Identity of Licensee: Purpose of Licence

This licence is personal to the licensee identified as the purchasers of the Web Site Service. In the case of an individual purchaser, the licence granted herein is for the benefit only of that individual. In the case of a corporate purchaser, the licence granted herein is for the benefit only of that corporation's employees and authorised agents. The intended purpose of use of the Web Site Service is as specified in the documentation relating thereto.

ii) Premium Web Site Service

(a) Minor amendments to the Web Site

Minor amendments, for example, changing a sentence or a few words, to any web page of the Web Site will be limited to ten per year and will be carried out as soon as is practicable after notification by the User

(b) Major amendments to the Web Site

Major amendments, for example, a change to a whole page, to any web page of the Web Site will be limited to two per year and will be carried out as soon as is practicable after notification by the User

(c) Identity of Licensee: Purpose of Licence

This licence is personal to the licensee identified as the purchasers of the Web Site Service. In the case of an individual purchaser, the licence granted herein is for the benefit only of that individual. In the case of a corporate purchaser, the licence granted herein is for the benefit only of that corporation's employees and authorised agents. The intended purpose of use of the Web Site Service 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 Web Site or documentation except as provided in this Agreement.

(d) Lease or rent the Web Site.

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 Web Site Service. 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 Web Site in accordance with clause 3i) and/or 3ii).

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 Web Site which is not at that time the current version or if the User interferes with or alters or modifies the Web Site.

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 or documentation in this package will be free from defects in materials and workmanship under normal use. If the diskettes or CD-ROM’s or 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 or documentation to us with a dated proof of purchase.

(b) The Web Site

The copy of the Web Site in this package will materially conform to the documentation that accompanies the Web Site. If the Web Site fails to operate in accordance with this warranty, the User may, as their sole and exclusive remedy, return all of the Web Site 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 Web Site or a full refund (at the User’s option).

(c) Warranty Disclaimer

We do not warrant that this Web Site Service 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 Web Site Service 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 Web Site Service also terminates automatically if the User fails to comply with any provisions of this Agreement.

(c) 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) above.

9 Confidentiality

(a) The Web Site Service 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 Web Site Service which is obtained by the User as the result of any analysis or decompilation permitted under Articles 5(3) and 6 of the EU Web Site Service Directive (91/250/EEC).

10. Payment Provisions

Forthwith upon the acceptance of this Agreement, the User agrees to pay to us the Annual Licence Fee relating to the Web Site Service 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. 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.

(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 Web Site Service and are subject to all the terms and conditions set out in this Agreement.