SOFTWARE LICENCE AGREEMENT


BETWEEN:

(1) Beeweeb International Limited (company number 331735) having its registered office at 98 Lower Baggot Street, Dublin, Ireland  ("beeweeb"), and

(2) you, the party who downloads and/or installs the Licensed Product ("the Licensee").


RECITALS:

1.	Beeweeb has developed certain software applications which will enable, among other things, its licensees to provide end-users with various remote access and storage capabilities via websites and other on-line communications.

2.	Beeweeb has agreed to licence its core server-based applications to the Licensee so that the Licensee can develop applications or services for use by its customers, the End-Users.

3.	The Licensee may be permitted to distribute the Client Application to its end-users to the extent that the end-users have not already obtained the same from beeweeb or from another authorised source.

4.	The end-users will be required to enter into beeweeb's standard end-user agreement for the use of the Client Application.


IT IS AGREED AS FOLLOWS:

1 DEFINITIONS 

In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:

"Agreement" means the provisions of this agreement and any document or information specifically referred to herein (whether by reference to a URL/website address or otherwise).

"Client Application" means the client software provided by beeweeb to End Users to use with the Licensed Product.

"Core Program" means the computer program(s) in object code or machine-readable form comprising the core functionality, including any authorised copies thereof.

"Documentation" means the operating manuals, user instructions, technical literature and other related materials supplied to the Licensee by beeweeb (whether physically or by electronic means) for aiding the use of the Programs, including any part or copy thereof.

"End Users" means the end-users or customers of the Licensee who have entered into beeweeb's  End User Agreement with beeweeb for the use of the Client Application.

"End User Agreement" means the agreement which is to be entered into between the End Users and beeweeb, a copy of which can be found at http://www.beeweeb.com/legal/client-licence.html as amended by beeweeb from time to time.

"Intellectual Property Rights" means copyright, database rights, trademarks (whether registered or not), logos, design rights, patents (including pending patent applications), domain names, information and any goodwill howsoever created together with all modifications, amendments and enhancements made thereto from time to time.

"Licence Fee" means beeweeb's standard licence fees as amended from time to time, a copy of which can be found at http://www.beeweeb.com/legal/legal-pricing.html.

"Licensed Product" means the Program, the Documentation, any media containing the same, and any other Intellectual Property Rights belonging to beeweeb and made available to the Licensee and/or downloaded by the Licensee from beeweeb's website.

"Modules" means the software modules or components provided to the Licensee on the date hereof or which beeweeb subsequently makes available to the Licensee from time to time.

"Program" means the Core Program and the Modules.

"Users" means the number of concurrent users for which the Licensee has paid the appropriate Licence Fee, as added to in accordance with this Agreement from time to time.


2 REGISTRATION

2.1 This Agreement shall come into full force and effect on the date on which the Licensed Product is first downloaded from beeweeb's website or the date on which it is installed if validly obtained from another source (the "Installation Date").

2.2 Beeweeb reserves the right to only make the Licensed Product available when the Licensee has completed beeweeb's registration process.  The Licensee agrees and it shall be a pre-condition of this Agreement that the information it provides to beeweeb through its registration process is accurate and complete. The Licensee agrees to notify beeweeb in writing if that information changes in any material way.


3 EVALUATION LICENCE

3.1 The Licensee is hereby granted a limited non-exclusive non-transferrable licence to use the Licensed Product for no more than 30 days from the date that the unlocking code is provided to the Licensee in accordance with clause 3.2 below ("the Evaluation Period") solely on the terms contained in this clause 3.  At the end of the Evaluation Period the Licensee must elect either to:

3.1.1 discontinue use the Licensed Product in which case it must be uninstalled and all copies destroyed, deleted or returned to beeweeb, or

3.1.2 continue using the Licensed Product in which case clause 4 below shall apply in respect thereof.

3.2 In order to obtain an unlocking code to evaluate the Licensed Product, the Licensee must register on beeweeb's website whereupon the unlocking code will be provided to the Licensee.

3.3 No fee shall be payable during the Evaluation Period and beeweeb shall have no obligations nor any liability towards the Licensee other than to respond to reasonable requests for information relation to the operation and installation of the Licensed Product.

3.4 The licence granted under this clause 3 shall be limited to the Licensee's own use of the Licensed Product in a test environment solely for the purpose of:

3.4.1 evaluation the suitability for the Licensees needs and requirements, and 

3.4.2 the functioning of the Licensed Product in the Licensee's environment.

3.5 The Licensee, in consideration of the evaluation licence granted under this clause 3, agrees to conduct a thorough and detailed evaluation of all aspects and functions of the Licensed Product during the Evaluation Period.

3.6 The Licensee acknowledges that, during the Evaluation Period, the functionality of the Licensed Product may be restricted.  On payment of the applicable Licence Fee beeweeb shall provide the Licensee with an unlocking code which shall enable the full functionality of the Licensed Product for the number of Users specified.

3.7 During the Evaluation Period beeweeb shall not be liable for the operation or otherwise of the Program (subject to clause 13.2.1) and provides no warranties in respect thereof.  The Licensee agrees that its use of the Licensed Product during the Evaluation Period shall be at its own risk and that it will not use the Program in a live or operational environment.


4 FULL APPLICATION LICENCE

4.1 On payment of the Licence Fee the Licensee shall be granted a non-exclusive non-transferrable licence to use the Licensed Product in perpetuity (subject to clause 15.1) for the agreed number of Users, and the Licensee hereby agrees to be bound by the terms of this Agreement.

4.2 At any time during the term of this Agreement the Licensee may increase the number of permitted Users by paying the relevant Licence Fee as it is at that time, whereupon beeweeb shall provide the Licensee with the appropriate unlocking codes for those additional Users.  This Agreement shall thereafter apply equally in relation to those additional Users.

4.3 If beeweeb makes the Modules available to the Licensee in source code format, then the Licensee may modify and/or customise the Modules in order to meet its particular requirements, such modifications and/or customisations being "the Customisations". The Licensee is hereby granted the right to distribute  the Modules containing the Customisations to its customers, provided that it uses all reasonable endeavours to ensure that those end users enter into an End User Agreement with beeweeb for the Modules themselves.

4.4 The Intellectual Property Rights in the Core Application, the Modules and the Client Application shall continue to vest in beeweeb.  Beeweeb acknowledges and confirms that the Intellectual Property Rights in the Customisations shall vest in the Licensee and the Licensee hereby grants beeweeb a licence to use the Customisations only to the extent that beeweeb reasonably needs to do so in order to assist the Licensee generally and to comply with this Agreement.  Nothing herein shall prohibit beeweeb from independently developing further Modules based on the Customisations unless the parties have specifically agreed otherwise.

4.5 To the extent that the Licensee is an End User of the Client Application it shall hereby be deemed to have separately entered into and will be bound by beeweeb's End User Agreement.  The Licensee shall endeavour at all times to ensure that its customers who wish or need to use the Client Application have entered into an End User Agreement with beeweeb.


5 PAYMENT

5.1 The Licensee shall pay to beeweeb the Licence Fee which falls due under this Agreement.  VAT and any other taxes, duties or levies shall be paid in addition by the Licensee at the then prevailing rate prescribed by law where necessary.

5.2 Beeweeb reserves the right to generate invoices electronically.  Invoices will be sent to the address specified on beeweeb's on-line registration form.  Payment of invoices shall be made within thirty days of the date of invoice.  Notwithstanding this clause nothing shall require beeweeb to provide any unlocking codes unless the Licence Fees due in respect thereof have been paid in full.

5.3 If any sum payable to beeweeb under this Agreement is not paid within 30 days after the due date beeweeb reserves the right, without prejudice to any other right or remedy, to charge interest on a day to day basis both before and after any judgement at a rate of 4% (four per cent) above HSBC Bank plc's Base Lending Rate in force from time to time.

5.4 The Licensee shall notify beeweeb in writing within five working days of receipt of an invoice if the Licensee considers such invoice incorrect or invalid for any reason, failing which the Licensee shall raise no objection to any such invoice and shall make full payment in accordance with it.


6 DELIVERY 

6.1 Beeweeb shall only be required to make the Licensed Product (and the Client Application if necessary), together with any updates and upgrades as they become available from time to time, on or via its website.  It shall be the Licensee's sole responsibility to download, install and configure the same and to obtain the necessary unlocking codes from beeweeb.

6.2 Where the Agreement provides for payment of any part of the Licence Fee before delivery of the Licensed Product, beeweeb may withhold delivery of the unlocking codes until the payment has been received in full.

6.3 The Licensee is responsible for ensuring that the equipment and operating system on or with which the Licensed Product is intended to operate is installed and fully operational in accordance with the manufacturer's specifications and good industry practices.


7 PERMITTED USE

7.1 The Licensee shall not Use or attempt to Use the Licensed Product or any of the Program's output or capabilities, or permit any third party to do so in any way whatever; including without limitation, to do the following:

7.1.1 to allow any third party (other than the Users) to use the Licensed Product,

7.1.2 to Use the Program by more Users than is expressly permitted,

7.1.3 decompile, disassemble, reverse engineer or similar (subject to the provisions of clause 7.5  below) the Core Application, the Modules or the Client Application, or

7.1.4 anything contrary to any other restrictions stated in this Agreement.

7.2 The Licensee shall only be permitted to make such copies of the Program for backup purposes as is reasonable and which is in accordance with industry standards.

7.3 The Licensee hereby undertakes not to alter or modify the whole or and part of the Core Application and/or the Modules in any way whatsoever, nor permit the whole or any part of the same to be combined with or become incorporated in any other program except to the extent permitted by law or specifically agreed to by beeweeb.

7.4 The Licensee shall not translate or adapt the Program (other than the Modules as permitted by this Agreement) and Documentation for any purpose nor arrange or create derivative works based on the same without beeweeb's express written consent in each case.

7.5 If the Licensee wishes to develop any independently created program which operates in conjunction with the Program and/or the Client Application,  the Licensee may obtain the information required to achieve the interoperability with that program ("the Interoperable Information") from beeweeb in accordance with and subject to beeweeb's then current terms and charges for the provision of the Interoperable Information and such other conditions imposed by law.


8 SUB-LICENCES AND DISTRIBUTION

8.1 Where the Licensee is expressly permitted by beeweeb to distribute or make available the Client Application for the Program to End-Users, whether as part of a distribution of various software applications or via an electronic download facility then such right shall persist for so long as this Agreement is in force, the Licensee is not in default of its obligations under this clause 8, or until that right is withdrawn by beeweb giving the Licensee thirty days' notice thereof ("the Distribution Right").  In all other cases End-Users must obtain a copy of the Client Application from beeweeb or any sources authorised by beeweeb for that purpose.

8.2 The Distribution Right shall be subject to the following:

8.2.1 beeweeb shall be entitled to approve, in advance, the form and manner in which the Client Application is made available to end-users,

8.2.2 the parties agreeing the level of marketing and promotion of the Client Application which the Licensee is expected to undertake,

8.2.3 the Licensee undertaking all testing necessary to ensure that the Client Application can and will operate properly when used by the End-Users with the Program and the Customisations in particular,

8.2.4 the parties agreeing the costs thereof including without limitation any licence fees for the use of the Client Application payable to beeweeb and/or the Licensee and the method of payment, and

8.2.5 the End-User enters into an End-User  Agreement with beeweeb. 

8.3 The Licensor shall be responsible for providing maintenance and support to the End-Users for the use of the Client Application and shall bear the costs thereof.  Beeweeb shall provide such second-line maintenance and support to the Licensee in the use of the Client Application as it considers reasonable.  It shall be the Licensor's responsibility to ensure that it has sufficient employees trained in the use of the Client Application to support the End-Users.

8.4 The Licensor agrees that it shall not acquire any goodwill or reputation or equivalent which arises as a result of the Distribution Right and that the same shall annure to the sole benefit of beeweeb.

8.5 Notwithstanding anything else contained in this Agreement, Beeweeb shall have no responsibility or liability for the proper operation of the Client Application or the Program when used with modified versions of the Program, or use of the Program or the Client Application on equipment or operating systems not specified or approved by beeweeb.

8.6 The Licensee may distribute, copy or forward the Client Application to third parties provided that it does so without any amendments, deletions, insertions or other changes to beeweeb's standard packaging or presentation. The Licensee may not levy any charges for doing so (other than a reasonable cost for the media containing the Client Application.

8.7 Nothing in this clause shall constitute the Licensee as an agent of beeweeb.


9 MIS-USE OF THE SERVICE

9.1 The Licensee agrees not to use or to permit others (insofar as it is able) to use the Licensed Product and/or the Client Application, whether directly or indirectly or as a consequence of any services the Licensee provides:

9.1.1 in any way (including without limitation posting content) which is defamatory, offensive, abusive, indecent, obscene or menacing or which breaches any Intellectual Property Rights of beeweeb or third parties or obligation of confidence or which is otherwise illegal or unlawful; or

9.1.2 to cause annoyance, inconvenience or needless anxiety to any other person which is in violation of any applicable law or regulation (in any jurisdiction in the world) having the force of law; or

9.1.3 in breach of this Agreement.

9.2 Without prejudice to its other rights, beeweeb reserves the right to suspend operation of this Agreement if beeweeb has reason to believe that clause 9.1 above has not been complied with, that the Licensee or anyone under its control is unlikely to comply with it or to ensure compliance, or any third party has reasonable cause to believe or complain of the same.

9.3 The Licensee agrees to indemnify beeweeb in full for any costs, damages, loss or harm suffered by beeweeb as a result of the Licensee's failure to comply with this clause 9.


10 PROPRIETARY RIGHTS AND TRADEMARKS

10.1 The Licensee agrees not to remove, suppress or modify in any way any proprietary markings, including any trade mark or copyright notice, on or in the Licensed Product and the Client Application or which are visible during its operation or which are on its carrier medium or on any Documentation.  The Licensee shall not delete such proprietary markings in any back-up copies.

10.2 The Licensee shall notify beeweeb immediately if the Licensee becomes aware of any unauthorised access to, use or copying of the Licensed Products and/or the Client Application by any person.

10.3 The Licensee must obtain beeweeb's consent in writing in advance for the use of any hyperlinks pr other references to beeweeb's websites and for the use of beeweeb's logos and/or trademarks on the Licensee's website and in its marketing and other informational material.


11 CONFIDENTIALITY

11.1 The Licensee hereby acknowledges that the Licensed Product contains confidential information of beeweeb and/or of third parties.  The Licensee undertakes to keep confidential all information contained in or otherwise received from beeweeb in connection with the Licensed Product ("the Information") and shall not divulge the same to any third parties without the prior written consent of beeweeb which shall not be unreasonably withheld or delayed.

11.2 The Licensee may divulge the Information only to those employees, agents or subcontractors who are bound by a similar confidentiality undertaking and the Licensee undertakes to ensure that they are aware prior to the disclosure of all or any part of the information that the same is confidential and that they owe a duty of confidence to beeweeb. The Licensee shall indemnify beeweeb in full against any loss or damage and reasonable costs which beeweeb may sustain or incur as a result of the Licensee failing to comply with such undertaking or any other unauthorised disclosure under this clause.

11.3 The Licensee shall promptly notify beeweeb if it becomes aware of any breach of confidence by any person to whom the Licensee divulges all or any part of the Information and shall give beeweeb all reasonable assistance in connection with any proceedings which beeweeb may institute against such person for breach of confidence. 

11.4 Neither party shall make any announcements nor release any publicity concerning this Agreement or the Project or any matter ancillary thereto without the prior written consent of the other party which shall not be unreasonably withheld or delayed.

11.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any termination of this Agreement.


12 WARRANTIES

12.1 Beeweeb warrants that the Licensed Product will provide the facilities and functions and perform substantially as described in the Documentation when used properly; however, beeweeb does not warrant that operation of the Program will be uninterrupted or error free nor that it will meet the Licensee's particular requirements (whether communicated or not to beeweeb).

12.2 Beeweeb's obligation and the Licensee's exclusive remedy under the warranty given in Clause 10.1 is limited either:

12.2.1 to beeweeb, at its own expense and option, using all reasonable endeavours to rectify any non-conformance with this warranty by way of a patch, bug-fix, software update, work around, correction or otherwise within a reasonable period of time,

12.2.2 at beeweeb's option, replacement of the Licensed Product or defective media in whole or in part, or

12.2.3 to a refund of the Licence Fee paid if in beeweeb's reasonable opinion it is unable to rectify such non-conformance within a reasonable timescale or at an economic cost to beeweeb whereupon this Agreement shall terminate forthwith.

12.3 Beeweeb shall have no liability or obligation under the warranty given in Clause 12.1 above unless it has received written notice from the Licensee of any non-conformance with the warranty within 2 months from the Installation Date. 

12.4 The Licensee acknowledges that the Licensed Product has not been prepared to meet the Licensee's individual requirements and that it is the Licensee's responsibility to ensure that the facilities and functions of the Licensed Product meet the Licensee's requirements.

12.5 Beeweeb shall not be liable for any failure of the Program to provide any facility or function not described in the Documentation or for any failure of the Program attributable to any modification (whether by alteration, deletion, addition or otherwise) to the Program and the Modules made by either the Licensee in default of its obligations under this Agreement, by persons other than beeweeb, or combination of the Program and/or the Modules with other software or equipment without beeweeb's express prior written consent.

12.6 If the problem is found upon investigation not to be beeweeb's responsibility under the provisions of this Clause 12 beeweeb may charge the Licensee forthwith for all reasonable costs and expenses incurred by beeweeb in the course of or in consequence of such investigation.

12.7 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.


13 LIMITATION OF LIABILITY

13.1 Notwithstanding anything else contained in this Agreement, beeweeb shall not be liable to the Licensee for any indirect, economic or consequential loss, indirect damage, cost or expense of any kind, whether arising from tort (including negligence), breach of contract or howsoever, including without limitation loss of profits or of contracts, loss of operation time and loss of goodwill or anticipated savings. Beeweeb shall not be liable for the usefulness of the Licensed Product or the effect thereof on the Licensee's other activities and business.

13.2 Beeweeb accepts liability to the extent that it results from the negligence of beeweeb and its employees for:

13.2.1 death or personal injury without limit, and 

13.2.2 physical damage to or loss of the Licensee's tangible property up to the amount of 50,000 in respect of each incident or series of connected incidents. 

13.3 In any other case not falling within Clause 13.2 above beeweeb's total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed the greater of the total Licence Fee paid under this Agreement or such sums paid by Licensor's insurers in respect of any such claim.

13.4 The Licensee acknowledges that the Licensee is entitled to negotiate the amount of any limit on beeweeb's liability under the Agreement and has elected (unless other limits are agreed by beeweeb) to accept the limitations in this Clause 13.  The Licensee acknowledges that the Licence Fees have been determined on the basis of the limitations contained in this clause 13 and accordingly beeweeb reserves the right to adjust the Licence Fees if beeweeb is required to assume a greater risk.

13.5 Beeweeb shall not be liable to the Licensee for any loss arising out of any failure by the Licensee to keep full and up-to-date security copies of the computer program and data it uses in accordance with best computing practice.


14 COPYRIGHT INDEMNITY

14.1 Beeweeb shall indemnify the Licensee on demand against all reasonable and direct costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with any claim that the normal use or possession of the Licensed Product infringes the Intellectual Property Rights  of a third party, provided that:

14.1.1 the Licensee does not prejudice beeweeb's defence of any such claim,

14.1.2 the infringement is not caused by or contributed to by acts of the Licensee other than through the use of the Licensed Product in accordance with this Agreement ;

14.1.3 beeweeb is promptly notified in writing of the details of the claim;

14.1.4 the Licensee gives beeweeb all reasonable assistance in connection therewith; and

14.1.5 beeweeb shall have sole conduct and control of its settlement or compromise.

14.2 The indemnity given in clause 14.1 above will not apply to infringement arising out of the use of the Licensed Product or any part thereof in combination with any equipment and/or computer programs not supplied or approved by beeweeb for use with the Licensed Product.

14.3 If the Licensee's normal use or possession of the Licensed Product is held by a court of competent jurisdiction to constitute an infringement of a third party's intellectual property rights then beeweeb may at its own expense:

14.3.1 procure for the Licensee the right to continue using the Licensed Product,

14.3.2 modify or replace the Licensed Product so as to avoid the infringement, or

14.3.3 if 14.3.1 or 14.3.2  above cannot be accomplished on reasonable terms, refund the Licence Fee whereupon this Agreement shall terminate forthwith.

14.4 Beeweeb shall have no liability for any claim of infringement based on:

14.4.1 the use of other than the latest unaltered current release of the Licensed Product, or

14.4.2 the Licensee's refusal to use a modified or replaced Licensed Product supplied or offered to be supplied pursuant to Clause 14.3.2  above.

14.5 The foregoing states the entire liability of beeweeb with respect to infringement or alleged infringement of any third party rights of any kind whatsoever by the Licensed Product or beeweeb.

14.6 The Licensee shall indemnify beeweeb on demand against all reasonable and direct costs, claims, demands, expenses and liabilities brought against beeweeb of whatsoever nature arising out of or in connection with any claim that the use or possession of the Customisations themselves infringe the Intellectual Property Rights  of a third party.


15 TERMINATION

15.1 Either party may terminate this Agreement at any time by giving at least 90 day's prior written notice to the other party, but this shall be without prejudice to any licences which have been granted in perpetuity under this Agreement.

15.2 Either party may terminate this Agreement forthwith on giving notice in writing to the other party if the other party:

15.2.1 commits any material breach of any term of this Agreement and, in the case of a breach capable of being remedied, shall have failed within 30 days after the receipt of a request in writing from the first party to do so, to remedy the beach,

15.2.2 shall convene any meeting of creditors or pass a resolution for winding up or suffer a petition for winding up; or

15.2.3 shall have an administrative receiver or receiver appointed over the whole or part of its assets or suffer the appointment of an administrator; or

15.2.4 being an individual commits any act of bankruptcy or compounds with his creditors or comes to any arrangements with any creditors.

15.3 Beeweeb may terminate this Agreement forthwith if the Licensee discontinues the use of the Licensed Product.

15.4 On termination of this Agreement following the Licensee's material breach then the Licensee shall immediately cease to use the Licensed Product, shall immediately erase the Licensed Product from its equipment or any other equipment under the control of the Licensee and Clause 15.1 shall not apply. The Licensee shall certify in writing within 14 days of termination to beeweeb through a director or other officer of the company that the obligations imposed by this Clause have been complied with.

15.5 The Licensee agrees that it will not at any time recreate or attempt to recreate the Licensed Product.

15.6 Termination of the Licence howsoever caused shall not affect the rights of either party under this Agreement which may have accrued up to the date of termination and Clauses 11 and 13 shall survive termination.


16 EXPORT CONTROL

16.1 The Licensee acknowledges that the provision of the Licensed Product is subject to:

16.1.1 the Licensee obtaining all necessary export and re-export licences 
and permissions from the Irish and/or foreign governments ("Permissions"), and

16.1.2 the Licensee not exporting or re-exporting, directly or indirectly, any of the Licensed Products without first obtaining all necessary Permissions.

16.2 The Licensee shall not use the Licensed Product for military purposes or for purposes associated with chemical, biological or nuclear weapons or missiles capable of delivering such weapons. The Licensee will not resell or resupply the Licensed Products if it knows or suspects it is intended or likely to be used for such a purpose.


17 FORCE MAJEURE

Neither party shall be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under this Agreement due to any cause outside its reasonable control. Such delay or failure shall not constitute a breach of this Agreement and the time for performance of the affected obligation shall be extended by such period as is reasonable.  If such event continues for more than 30 days then either party may elect to terminate this Agreement forthwith.


18 ASSIGNMENT

The Licensee shall not be entitled to assign, sub-licence or otherwise transfer this Agreement whether in whole or in part without the written consent of beeweeb save that the Licensee shall be entitled to assign the entire benefit of the Agreement (but not part thereof) to any company which is from time to time a holding company or a subsidiary of the Licensee or a subsidiary of any such holding company (as those expressions are defined in s736 of the Companies Act 1985) subject to such company:

18.1 entering into a written undertaking with beeweeb to comply with the terms and conditions hereof, and

18.2 such company is not a direct competitor of beeweeb.


19 NOTICE

All notices which are required to be given under this Agreement shall be in writing and shall be sent to beeweeb's address set out on the front page of this Agreement or such other address as beeweeb may designate by notice given in accordance with this clause.  Beeweeb shall be entitled to serve notice on the Licensee under this clause at the address (including electronic addresses) specified during the on-line registration process (or as amended from time to time in accordance with this Agreement). Any such notice may be delivered personally, by first class pre-paid registered letter or facsimile transmission and shall be deemed to have been received:-

19.1 by hand delivery - at the time of delivery provided that the delivery is made to an officer or senior official of the recipient company,

19.2 by first class post - 48 hours after the date of mailing in the United Kingdom, or

19.3 by facsimile - immediately provided that the sending equipment signals a successful transmission of the facsimile and a confirmatory copy is sent by first class pre-paid post in the UK on the same day or by hand by the end of the next business day, or

19.4 by e-mail (to the Licensee) - 24 hours after successful transmission from beeweeb's systems.


20 SEVERABILITY

If any part of this Agreement is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of this Agreement which shall continue to be valid and enforceable to the fullest extent permitted by law.


21 WAIVER

No waiver of any breach of this Agreement shall constitute a waiver of any other breach of the same or other provisions of this Agreement and no waiver shall be effective unless made in writing.


22 THIRD PARTY RIGHTS

Except where expressly provided to the contrary, this Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person who is not named at the date of this Agreement as a party to it, or any person who claims rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise, and neither party can declare itself a trustee for the benefit of any third party.


23 ENTIRE AGREEMENT

23.1 This Agreement is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Agreement and supersedes all previous communications, representations and arrangements, written or oral. The Licensee acknowledges that no reliance is placed on any representation made but not embodied in this Agreement. The printed terms and conditions of any purchase order or other correspondence and documents of the Licensee issued in connection with this Agreement shall not apply unless expressly accepted in writing by beeweeb. 

23.2 Except as otherwise permitted by this Agreement, no change to its terms shall be effective unless it is in writing and signed by persons authorised on behalf of both parties.


24 GOVERNING LAW

24.1 Any dispute which may arise between the parties concerning this Agreement shall be determined as follows: 

24.1.1 in the first instance the parties shall attempt to resolve the dispute at senior management level within 14 days of such dispute arising, failing which 

24.1.2 if the dispute shall be of a technical nature concerning the functions or capabilities of the Licensed Product or any similar or related matter then such dispute shall be referred within 14 days for final settlement to an expert nominated jointly by the parties or, failing such nomination within 14 days after either party's request to the other therefor, an expert nominated at the request of either party by the chief executive officer from time to time of the British Computer Society.  Such expert shall be deemed to act as an expert and not as an arbitrator.  His decision shall (in the absence of clerical or manifest error) be final and binding on the parties and his fees for so acting shall be borne by the parties in equal shares unless he determines that the conduct of either party is such that such party should bear all of such fees,  or

24.1.3 in any other case the dispute shall be determined by the High Court of Justice in England and all the parties hereby submit to the exclusive jurisdiction of that court for such purpose.

24.2 Headings have been included for convenience only and shall not be used in construing any provision herein.

END.





Version 1.01 (22 March 2001)  
 Copyright beeweeb 2001 ALL RIGHTS RESERVED.

