TERMS OF AGREEMENT

NON EXCLUSIVE END-USER LICENSE AGREEMENT BETWEEN: The Software Practice Ltd, Bulbeck Mill, Mill Lane , Barrington , Cambridge CB2 5QY

AND: The Party to whom the Proposal is addressed and whose address is set out in the Proposal ("Customer")

The Software Practice Ltd agrees to supply the following Software and Services subject to the Standard Conditions of The Software Practice Ltd. All prices are exclusive of VAT.

"You" "Your" "Yours" and "Yourselves" refers solely to the Customer.

"We" "Us" "Our" and "Ourselves" refers to The Software Practice Ltd.

‘the Proposal’ refers to the proposal document to which this Agreement applies

"the Software" means the computer programs licensed by Us detailed in the Proposal and specified in the Software Specification (but does not mean the media on which the Software is supplied).

“Data Extract” means the supply of an electronic Data Extract as stated in the Proposal

"the Software Specification" means the Documentation of the Software describing its facilities and functions.

"the Software Price" means the price for the Software as stated in the Proposal.

“the Payment Schedule” means the schedule for payment for the Software as stated within the Proposal.

"the Contract" means this non-exclusive end user license agreement.

"the Conditions" means these conditions and any variation thereof or addition thereto provided such variation or addition is in writing and signed by one of Our directors.

“the Documentation" means the brochure and product overview as available for download from Our web site.

"Training" means training courses for hardware software and system management provided by Us.

"use the Software" means to read all or any part of the software from magnetic or other storage media into the Equipment or other hardware for the storage and running of the Software.

"Services" means any professional services supplied by Us to You and detailed within the Proposal.

“Normal Working Day” refers to any day of the week between 9.00am and 5.00pm (GMT) excluding weekends and English National and Public Holidays.

“Notice” refers to communication between You and Us as described in Condition 19 below.

“Goods” means any Software or Documentation supplied under this Contract.

2. GENERAL

2.1 We agree to grant You a non-exclusive licence to use the Software subject to the Conditions. In the case of any conflict between the Conditions and the Software Specification, the terms of the Software Specification shall prevail.

2.2 If and to the extent that Services are detailed in the Proposal We shall provide such services at the charging rates specified in the Proposal.

2.3 The Conditions shall apply to the Contract to the exclusion of any other terms and conditions and the Contract shall supersede all prior arrangements between us in respect of the Goods. The Contract will represent the whole of the agreement reached between us and You acknowledge that in entering into the Contract You are not relying on any previous statement made by Us or on Our behalf, unless one of Our directors has confirmed it in writing.

2.4 No variation to the Conditions shall be binding unless agreed in writing between one of Our directors and Your authorised representative.

2.5 We shall not be bound by any order for the Goods made by You (whether or not any such order purports to be accepting any quotation or offer made by Us) unless the order is made subject to the Conditions.

2.6 The Contract shall come into being when We accept Your written acceptance of, or Your order pursuant to, Our quotation subject to the Conditions. Our acceptance will be shown by one of Our directors signing this Contract.

2.7 If You accept delivery of the Goods before a binding agreement for their supply exists You shall be deemed to have accepted the Conditions.

3. INFORMATION

3.1 You agree to provide Us promptly with any information which We may reasonably require from time to time to enable Us to proceed with the performance of the Contract without interruption.

4. DELIVERY AND INSTALLATION OF THE SOFTWARE

4.1 We shall deliver the Software to You. All reasonable expenses incurred will be charged at cost.

4.2 You shall deliver the Data Extract to us.

5. PRICES AND PAYMENT TERMS

5.1 In consideration of the Goods described hereunder, You shall pay Us the Software Price. These figures do not include VAT or delivery, which will be added.

5.2 The Software Price stated in 5.1 above shall be paid in accordance with the Payment Schedule.

5.3 If any sum payable under this Contract is not paid within 30 days of it becoming due (without prejudice to any other rights and remedies We might have) We reserve the right to:

(i) charge interest on any sum outstanding on a day to day basis (both before and after judgement) from the date when payment should have been made until the date of payment (both dates inclusive) at the rate of 5% per annum above Barclays Bank plc base rate in force from time to time; and

(ii) suspend performance of any or all of Our outstanding obligations under the Contract until payment is made in full.

5.4 We may terminate the Contract if:

(i) You have not paid any sum due under the Contract within 60 days of it falling due; or

• You remain in breach of any of Your material obligations under the contract for a period of 21 days after We have given You notice of such breach, pursuant to Condition 19.

6. DAMAGE, LOSS OR THEFT OR DESTRUCTION OF THE SOFTWARE

6.1 In the event of damage to or loss, theft or destruction of the media on which the Software is recorded We shall promptly replace the relevant item on payment by You of the cost of such replacement.

7. THE TERMS OF THE LICENCE

7.1 We hereby grant You a non-exclusive licence to use the Software subject to the following terms and conditions:

(i) You shall use the Software for Your own internal purposes only.

(ii) You shall not permit any third party to use the Software or the Documentation nor shall You use the Software or the Documentation on behalf of or for the benefit of any third party.

(iii) You shall not be entitled to copy the Software or the Documentation (other than by making one copy of each item of the Software for back-up and security purposes only) and shall not translate adapt vary or modify the Software in any way without prior consent. You shall on Our written request, notify Us of the whereabouts of back-up copies.

(iv) If this Contract is terminated for any reason You shall within 30 days of the termination return all copies of the Software to Us or dispose of them as We may direct in writing but You may, with Our written consent, retain one copy (for a period to be specified by Us) for record purposes only.

(v) In the event that the Software or any item thereof comes into the hands of a third party through any of Your employees or former employees You shall immediately pay the sum that would be at that time charged to the third party for a licence to use the Software.

(vi) You will put into place and maintain adequate security measures to safeguard the Software from access or use by any unauthorised person.

• You will follow Our reasonable recommendations as to the operation of the Software and You will be responsible for the transfer of all data for use with the Software and for using the Software in the course of Your business.

8. OPERATING MANUALS

8.1 We shall provide You with the Documentation either on hard copy or magnetic disk which will assist You to make full and proper use of the Software. If You require further copies of the Documentation then We will provide these under licence in accordance with Our standard scale of charges in force at that time.

9. TRAINING

9.1 We shall make written recommendations to You as to the amount and type of training of Your employees required in order to ensure their proper use of the Software.

9.2 You shall enter into a contract with us for the provision of such training as We reasonably recommend and will generally ensure that operators and managers of the Goods are properly trained.

10. WARRANTIES

10.1 We hereby warrant that:

(i) the Software will perform in accordance with the Software Specification;

(ii) the Software will be provided with a warranty from defects in materials and workmanship under normal use and service for a period of 60 days from the date of the delivery.

Your remedy in the event of Our being unable to comply with warranty (ii) above is the correction of the failure by Us free of charge by replacement repair and adjustment. Thus warranty does not affect Your statutory rights.

10.2 At least 30 days prior to the expiry of the above warranty period We shall offer You the option of extending the software maintenance contract, the level of maintenance provided being determined by the type of contract You choose.

11. REPLACE PARTS SOFTWARE OR DOCUMENTATION

11.1 If We replace any of the Goods or any part thereof the replaced item shall become Our property and the new item or items shall be treated as being part of the Goods as the case may be.

12. FORCE MAJEURE

12.1 Notwithstanding anything else contained in the Contract if either of us is forced to delay the performance of any obligations under the Contract by circumstances beyond the reasonable control of the party concerned then provided that the delaying party promptly notifies the other of the reasons for the delay (and its likely duration) the performance of that party's obligations shall be suspended whilst the said circumstances persist unless they were caused by the act or omission of the party concerned (in which event the other's rights and remedies shall be those conferred and imposed by the other terms of the Contract and by law).

12.2 Either of us may if the said circumstances persist for more than five weeks terminate the Contract on giving the other 7 days notice. If the Contract is so terminated neither of us shall as a result be liable to the other except that You shall pay Us a reasonable sum in respect of any work We have carried out before termination. We shall be entitled to deduct any such sum from any amounts You have previously paid to Us under the Contract and will at Our discretion return the balance (if any) to You.

13. IF YOU DEFAULT

13.1 If, as a result of anything You do or fail to do (which is not covered by Condition 12) We are prevented from or delayed in performing any of Our obligations under the Contract You will pay Us a sum equal to any reasonable costs charges or losses that We have incurred as a result. Our rights under this condition are without prejudice to Our rights under Condition 5.4 and 5.5. If We have a claim under this Condition We will give You notice and particulars of the claim as soon as reasonably practicable.

14. INTELLECTUAL PROPERTY RIGHTS

14.1 We warrant that We own all the intellectual property rights in the Software and the Documentation or that We are licensed to supply the same.

14.2 You agree that no intellectual property rights of any kind in the Software or the Documentation shall pass to You by virtue of the Contract with the exception of the rights granted under the Contract.

14.3 We agree to indemnify You and keep You fully and effectively indemnified against all costs claims demands expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the use or possession of the Software infringes the intellectual property rights of any third party, subject to the following conditions:

(i) You shall promptly notify Us of any allegations of infringement of which You become aware and will not make any admissions without Our prior written consent; and

(ii) at Our request and expense You shall allow Us to conduct and/or settle all negotiations and l litigation resulting from any such claim; and

(iii) at Our request You will give Us all reasonable assistance with such negotiations or litigation. You shall be reimbursed by Us for any out of pocket expenses incurred in doing so.

14.4 The indemnity given under Condition 14.3 above will not apply to any infringement arising out of

(i) the use of the Software or any part thereof in combination with any equipment and/or computer programs not supplied or approved by Us; and

(ii) any modifications of the Software made by You or Your agents or employees.

14.5 If a court of competent jurisdiction holds (or We are advised by Our lawyers that it is likely) that Your use or possession of the Software is an infringement of any third party intellectual property rights We shall, at Our own expense:

(i) procure for You the right to continue to use and possess the Software; or

(ii) modify or replace the Software (without detracting from its overall performance) so as to avoid the infringement (in which event We shall compensate You for the amount of any direct loss and/or damage sustained or incurred by You during such modification or replacement); or

(iii) if (i) or (ii) cannot be accomplished on reasonable terms remove the Software from the Location and refund the Software Price to You.

14.6 This condition states Our entire liability to You in respect of any infringement of any third party's intellectual property rights.

15. CONFIDENTIALITY

15-.1 Both of us shall treat as confidential all information obtained from the other pursuant to the Contract and neither shall divulge such information to any person (except to our own respective employees and then only to those employees who need to know the same) without the other's prior written consent. This obligation shall not extend to information which was rightfully in the possession of either of us before the commencement of the negotiations leading to Contract, or which was already public knowledge or which becomes so at a future date (otherwise than as a result of a breach of this obligation) or which is trivial or obvious.

Both of us shall ensure that our employees are aware of and comply with the provisions of this Condition. If We appoint any sub-contractor We may disclose confidential information to such sub-contractor subject to such sub-contractor giving a similar undertaking to that contained in this Condition. These obligations as to confidentiality shall survive any termination of the Contract.

16. LIABILITY

16.1 Our liability shall be limited as follows:

(i) Under any claim relating to the Software (and/or elements of the Documentation associated with it) Our maximum liability shall be the Software Price;

(ii) Under any claim relating to the Services our maximum liability shall be the value the Services.

These limitations shall not apply to any claims in respect of any injury to or the death of any person.

16.2 All proposals, opinions, guarantees, reports, forecasts or recommendations, whether oral or written, made by Us or anyone acting on Our behalf in connection with Support Services are made in good faith and on the basis of information before Us at the time they are made. The achievement of any outcome or results given in such statements will depend, amongst other things, on the effective co-operation of You and Your staff. In consequence, no such proposal, opinion, guarantee, report, forecast or recommendation is to be regarded as a representation or warranty of achievable results. We shall not be liable to You for any losses which are not reasonably foreseeable when such guarantee, report, forecast or recommendation is given, nor shall We be liable for any consequential losses suffered by You.

16.3 Notwithstanding anything else contained in the Contract We shall not be liable to You for loss of profits or contracts or other indirect or consequential loss howsoever arising.

17. WAIVER OF REMEDIES

17.1 No forbearance delay or indulgence by either of us in enforcing the provisions of the Contract shall prejudice or restrict our respective rights. No waiver of either's rights will operate as a waiver of any subsequent breach. No right power or remedy herein conferred upon or reserved to either of us is exclusive of any other available right power or remedy and such rights powers or remedies shall be cumulative.

18. ASSIGNMENT

18.1 Unless the other consents in writing neither of us shall assign or otherwise transfer any or all of our rights and/or obligations under the Contract whether in whole or in part.

19. NOTICES

19.1 All notices which are required to be give shall be in writing and shall be sent to the last known address of the recipient or such other address in England as the recipient may designate by notice given in accordance with the provisions of this Condition. Any such notice may be delivered personally or by first class pre-paid letter telex or facsimile transmission and shall be deemed to have been served if by hand when delivering if by first class post 48 hours after posting and if by telex or facsimile when dispatched.

20. LAW

• The Contract shall be governed by and construed in accordance with the laws of England and We and You shall submit to the exclusive jurisdiction of the English court