SUPPLEMENTARY SOFTWARE LICENCE TERMS AND CONDITIONS
PLEASE READ THESE SUPPLEMENTARY SOFTWARE LICENCE TERMS AND CONDITIONS ("SUPPLEMENTARY TERMS") CAREFULLY. BY COMPLETING THE PURCHASE OF A COMMERCIAL LICENCE TO USE THE SOFTWARE BEYOND EXPIRY OF THE FREE TRIAL PERIOD YOU AND/OR THE LEGAL ENTITY ON WHOSE BEHALF YOU ARE ACTING ("LICENSEE") WILL BE ENTERING INTO A BINDING AGREEMENT COMPRISING THE EULA SUPPLEMENTED AND VARIED BY THESE SUPPLEMENTARY TERMS ("AGREEMENT") WITH OPTIBRIUM LIMITED (COMPANY NO. 06715106, REGISTERED OFFICE ADDRESS 7221 CAMBRIDGE RESEARCH PARK, BEACH DRIVE, CAMBRIDGE CB25 9TL, UNITED KINGDOM) ("LICENSOR") WHICH WILL GOVERN LICENSEE'S USE OF THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT COMPLETE THE PURCHASE OF THE COMMERCIAL LICENCE.
1.1 In this Agreement, unless the context otherwise requires, the definitions and rules of interpretation set out in this clause 1 shall apply. Capitalised terms not defined in these Supplementary Terms shall have the meanings ascribed to them in the EULA.
1.2 "EULA" means the End User Licence Agreement between Licensor and Licensee governing Licensee's use of the Software immediately prior to the incorporation of these Supplementary Terms.
1.3. "Licence Fees" means all one-off and/or recurring licence fees payable by Licensee to Licensor in respect of each individual End User of the Software pursuant to clause 2 of this Agreement as specified in the Order.
1.4 "Licence Key" means each digital licence key that is provided by Licensor to Licensee to activate the Software from time to time during the Licence Term. Where a Licence Key has a fixed term, the expiry of that term will lead to the Software becoming deactivated and unusable until a new Licence Key has been installed. Licensee acknowledges that it is the responsibility of Licensee to install each Licence Key.
1.5 "Licence Term" means the period during which Licensee is licensed by Licensor to use the Software as specified in the Order.
1.6 "Order" means Licensee's order for a commercial licence to use the Software beyond the expiry of the free trial period. The Order shall be generated and submitted using the tools made available by Licensor on the website at www.sentira-software.com and shall specify full details of the applicable Licence Term, Licence Fees, payment frequency, permitted number of End Users, termination/renewal notice periods, and all other relevant particulars.
1.7 "Update" means an incremental release of the Software that Licensor, in its sole discretion, makes generally available to its commercial licensees, if and when such releases are available. Updates shall not include any release, option, future product or any upgrade in features, functionality or performance of the Software that Licensor generally licenses separately or offers to licensees for an additional fee.
2 LICENCE TERM AND TERMINATION / RENEWAL
2.1 The Licence Term shall commence upon completion of the purchase of the commercial licence specified in the Order. The Licence Term shall be made up of one or more consecutive licence periods (each a "Licence Period") of a duration selected by Licensee from the options made available at the time of submission of the Order.
2.2 Licensee's use of the Software during each such Licence Period shall be enabled by a separate time-limited Licence Key which will be issued by Licensor subject to payment by Licensee, in advance, of the relevant recurring Licence Fees for such Licence Period.
2.3 If specified in the Order, Licensor shall make available to Licensee all Updates that are released during each such Licence Period at no extra charge. Licensor shall not be obliged to make any Updates available to Licensee where Licensee has selected the perpetual licence option.
2.4 Depending on the selected Licence Period, the Order shall specify that either:
2.4.1 Licensee shall be entitled to terminate this Agreement prior to the next scheduled payment of the Licence Fees subject to giving Licensor written notice of termination in accordance with the termination notice period specified in the Order; or
2.4.2 this Agreement shall terminate automatically at the end of the then current Licence Period unless Licensee gives Licensor written notice requesting renewal of this Agreement for a further Licence Period in accordance with the termination notice period specified in the Order.
3 LICENCE FEES AND PAYMENT TERMS
3.1 The Licence Fees are non-refundable and will collected by Licensor on the date(s) and/or at the frequencies, specified in the Order.
3.2 To facilitate the collection of the Licence Fees, Licensee shall provide Licensor, at the time of the Order, with valid, up-to-date and complete credit card details or approved purchase order information together with any other relevant valid, up-to-date and complete contact and billing details and, where Licensee provides its credit card details to Licensor, Licensee hereby authorises Licensor to bill such credit card.
3.3 All Licence Fees are exclusive of VAT which shall be payable in addition.
4 SUPPLEMENTARY WARRANTY
4.1 Licensee warrants that the maximum number of users that it authorises to access and use the Software and the Documentation shall not exceed the number of single End Users specified in the Order.
5.1 Save as expressly supplemented or varied by these Supplementary Terms, the terms and conditions of the EULA shall continue in force for the remainder of the Licence Term.
5.2 The EULA as supplemented and varied by these Supplementary Terms constitutes the entire and only agreement between the parties in relation to its subject matter and replaces and extinguishes all prior or simultaneous agreements, undertakings, arrangements, understandings or statements of any nature made by the parties or any of them whether oral or written (and, if written, whether or not in draft form) with respect to such subject matter. Each of the parties acknowledges that they are not relying on any statements, warranties or representations given or made by any of them in relation to the subject matter of the Agreement, save those expressly set out in the Agreement, and that they shall have no rights or remedies with respect to such subject matter otherwise than under the Agreement save to the extent that they arise out of the fraud or fraudulent misrepresentation of another party.