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IMPORTANT NOTICE:

PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Biomedical Computing Limited (co no. 3148645) whose registered office is Innovation Centre, Highfield Drive, Churchfields, St Leonards on Sea, East Sussex, TN38 9UH (Licensor, us or we) for:

  • Key Handler computer software (Software); and
  • printed materials and online or electronic documentation (Documentation).

OPERATING SYSTEM REQUIREMENTS:

This software requires:

  • a computer running Microsoft Windows XP (service pack 3), Microsoft Windows Vista, Microsoft Windows 7 or Microsoft Windows 8

IMPORTANT NOTICE TO ALL USERS:

installing the software, you agree to be bound by the terms of this licence.

If you do not agree to the terms of this licence, do not install the software. We will not license the software and documentation to you if you do not agree to the terms of this licence.

  • 1. GRANT AND SCOPE OF LICENCE
    • 1.1 In consideration of your agreeing to abide by the terms of this Licence and the payment of the licence fee, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the Software and the Documentation in the UK on the terms of this Licence.
    • 1.2 You may:
      • (a) install and use the Software for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only:
        • (i) on one computer if the Licence is a single-user licence or the Software is for single use; or
        • (ii) if the Licence is a multi-user or network licence, for the number of concurrent users agreed between you and us. In the absence of any agreement this will be for concurrent users on a single network;;
      • (b) provided it is used on only one computer at any one time, transfer the Software from one computer to another;
      • (c) provided you comply with the provisions in condition 2, make up to one copy of the Software for back-up purposes;
      • (d) receive and use any free supplementary software code incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
      • (e) use any Documentation in support of the use permitted under condition 1.1 and make up to one copy of the Documentation as are reasonably necessary for its lawful use.
  • 2. RESTRICTIONS
    • Except as expressly set out in this Licence or as permitted by any local law, you undertake:
      • (a) not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
      • (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
      • (c) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
      • (d) not to disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
        • (i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
        • (ii) is not unnecessarily disclosed or communicated to any third party without the Licensor's prior written consent; and
        • (iii) is not used to create any software which is substantially similar to the Software;
      • (e) to keep all copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
      • (f) to supervise and control use of the Software and ensure that your employees and representatives use the Software in accordance with the terms of this Licence;
      • (g) to include our copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
      • (h) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from us;
      • (i) not to use the Software via any communications network or by means of remote access.
  • 3. INTELLECTUAL PROPERTY RIGHTS
    • 3.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence.
    • 3.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
    • 3.3 The integrity of the Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent such TPM, nor to apply, manufacture, import, distribute, sell, let for hire, offer, expose or advertise for sale for hire or have in your possession for private or commercial purposes, any means whose sole reasonable purpose is to facilitate the unauthorised removal or circumvention of such TPM.
  • 4. LIMITED WARRANTY
    • 4.1 We warrant that:
      • (a) the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation; and
      • (b) the Documentation correctly describes the operation of the Software in all material respects for a period of 30 days from the date of purchase of the Software (Warranty Period).
    • 4.2 If, within the Warranty Period, you notify the Licensor in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the Documentation, we will, at our sole option, either repair or replace the Software, provided that you make available all the information that may be necessary to assist us in resolving the defect or fault, including sufficient information to enable us to recreate the defect or fault.
    • 4.3 The warranty does not apply:
      • (a) if the defect or fault in the Software results from you having amended the Software;
      • (b) if the defect or fault in the Software results from you having used the Software in contravention of the terms of this Licence;
    • 4.4 If you are a consumer, this warranty is in addition to your legal rights in relation to Software that is faulty or not as described.
    • 4.5 You acknowledge that the Software may not be free of errors or bugs and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
  • 5. LIMITATION OF LIABILITY IF YOU ARE A BUSINESS USER
    • 5.1 You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
    • 5.2 If you are a business customer, we only supply the Software and Documentation for internal use by your business, and you agree not to use the Software or Documentation for any re-sale purposes.
    • 5.3 We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
      • (a) loss of profits, sales, business, or revenue;
      • (b) business interruption;
      • (c) loss of anticipated savings;
      • (d) loss or corruption of data or information;
      • (e) loss of business opportunity, goodwill or reputation; or
      • (f) any indirect or consequential loss or damage.
    • 5.4 Other than the losses set out in condition 5.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This maximum cap does not apply to condition 5.5.
    • 5.5 Nothing in this Licence shall limit or exclude our liability for:
      • (a) death or personal injury resulting from our negligence;
      • (b) fraud or fraudulent misrepresentation;
      • (c) any other liability that cannot be excluded or limited by English law.
    • 5.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
  • 6. LIMITATION OF LIABILITY IF YOU ARE A CONSUMER USER
    • 6.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
    • 6.2 If you are a consumer, we only supply the Software and Documentation for domestic and private use. You agree not to use the Software and Documentation for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
    • 6.3 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Licence or our negligence up to the amount specified in condition 6.4, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the Licence.
    • 6.4 Our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the Licence Fee. This does not apply to the types of loss set out in condition 6.5.
    • 6.5 Nothing in this Licence shall limit or exclude our liability for:
      • (a) death or personal injury resulting from our negligence;
      • (b) fraud or fraudulent misrepresentation;
      • (c) any other liability that cannot be excluded or limited by English law.
  • 7. TERMINATION
    • 7.1 We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service on you of written notice requiring you to do so.
    • 7.2 Upon termination for any reason:
      • (a) all rights granted to you under this Licence shall cease;
      • (b) you must cease all activities authorised by this Licence; and
      • (c) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
  • 8. COMMUNICATIONS BETWEEN US
    • 8.1 If you are a consumer, if you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail or by pre-paid post to Biomedical Computing Limited at Innovation Centre, Highfield Drive, Churchfields, St Leonards on Sea, East Sussex, TN38 9UH or info@bio-medical.co.uk. We will confirm receipt of this by contacting you in writing, normally by e-mail.
    • 8.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Software.
    • 8.3 If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
  • 9. OTHER IMPORTANT TERMS
    • 9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
    • 9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
    • 9.3 If you are a business customer, this Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the us which is not set out in this Licence.
    • 9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    • 9.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    • 9.6 If you are a consumer, please note that this Licence, its subject matter and its formation, are governed by English law. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
    • 9.7 If you are a business customer, this Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.