PLEASE READ CAREFULLY BEFORE USING ANY SOFTWARE:

This licence agreement (Licence) is a legal agreement between you (Customer or you) and Aim OaSys Limited of The Smithy Crewe Hall Farm, Old Park Road, Crewe, CW1 5UE (Supplier or we) for the Aim-OA computer software for the treatment of arthritis and other conditions in animals, the data supplied with the software, and the associated media (Software).

We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software at all times

IMPORTANT NOTICE TO ALL USERS:

BY ACCESSING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES. THE TERMS OF THIS LICENCE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 8.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE THIS PROCESS NOW.

You should print a copy of this Licence for future reference.

  1. Interpretation
    • The definitions and rules of interpretation in this clause apply in this Licence.
Business Day a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Fees the licence fees payable by the Customer to the Supplier under clause 4 and as set out in the Order Summary;
Intellectual Property Rights patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world;
Maintenance Release release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version;
New Version any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;
Order Summary the order summary page setting out various specifics of the Customer’s order to licence the Software;
Patient each individual animal in relation to which the Software is used in accordance with the terms of this Licence;
Personal Data has the meaning set out in section 1(1) of the Data Protection Act 1998;
Site the website of the Supplier which is to be found at www.aim-oa.com;
Specification the document detailing the specification of the Software which forms the Schedule;
Technical Support the technical support services as set out in the Order Summary;
Term the duration of this Licence in accordance with clause 10.
  • Clause and Schedule headings shall not affect the interpretation of this Licence.
  • Unless the context otherwise requires:
    • words in the singular shall include the plural and in the plural shall include the singular;
    • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
    • any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  • In the case of conflict or ambiguity between any provision contained in the body of this Licence and any provision contained in the Schedule, the provision in the body of this Licence shall take precedence.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
  • References to clauses and the Schedule are to the clauses and Schedule of this Licence.
  • The Schedule forms part of this Licence and shall have effect as if set out in full in the body of this Licence. Any reference to this Licence includes the Schedule.
  1. Licence
    • In consideration of the payment by the Customer of the Fee and the Customer agreeing to abide by the terms of this Licence, the Supplier:
      • grants to the Customer a non-exclusive, non-transferable licence to use the Software on the terms of this Licence throughout the Term for the purpose of monitoring and managing the treatment of arthritis or other conditions in Patients in accordance with this Licence;
      • grants to the Customer access to the parts of the Site, and the content displayed on such parts of the Site, as are set out in the Order Summary; and
      • shall provide the Customer with the Technical Support.
    • In relation to scope of use:
      • the Customer shall only be entitled to use the Software in relation to the number of individual Patients set out in the Order Summary, or such additional Patients as permitted in accordance with clause 4.3;
      • the Customer shall not be entitled to make or permit to be made any use or exploitation of the Software other than as specifically permitted by clause 2.1;
      • except as expressly stated in this clause 2, the Customer have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.
    • The Customer shall not:
      • sub-license, assign or novate the benefit or burden of this Licence in whole or in part;
      • allow the Software to become the subject of any charge, lien or encumbrance; or
      • deal in any other manner with any or all of its rights and obligations under this Licence,

without the Supplier’s prior written consent.

  • The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Licence.
  • The Customer shall:
    • notify the Supplier as soon as it becomes aware of any unauthorized use of the Software by any person;
    • upload at the intervals set out in the Order Summary, or if not specified not less regularly than once per month, the various pieces of information and data relating to each Patient, including each Patient’s symptoms, which are able to be entered onto the Software;
    • ensure that all information and data uploaded in accordance with clause 2.5.2 above is accurate to the best of the Customer’s knowledge and belief; and
    • pay, for broadening the scope of the licences granted under this Licence to cover the unauthorized use, an amount equal to the Fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had the Supplier licensed any such unauthorised use on the date when such use commenced.
  • The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being used, and have access to any records kept in connection with this Licence, for the purposes of ensuring that it is complying with the terms of this Licence, provided that the Supplier will provide the Customer with reasonable advance notice of such inspections, which shall take place at reasonable times.
  1. Maintenance Releases

The Supplier will provide the Customer with all Maintenance Releases generally made available to its customers. The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt.

  1. Fees
    • If applicable, the Customer shall pay to the Supplier the Fees in the amounts, in the frequency and at the times set out in the Order Summary.
    • Within 7 days of receiving payment of the sums set out in the Order Summary, the Supplier shall unlock the Software for use in relation to the number of individual Patients set out in the Order Summary.
    • If set out in the Order Summary, from time to time the Customer may be entitled to make further payments in consideration for which the Supplier shall within 7 days unlock the Software for use in relation to such additional number of individual Patients as set out in the Order Summary.
    • All sums payable under this Licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.
    • If the Customer fails to make any payment due to the Supplier under this Licence by the due date for payment, then, without limiting the Supplier’s remedies under clause 10, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Lloyds Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  2. Confidentiality
    • The Customer shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this Licence) nor without the prior written consent of the Supplier disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to the Customer from the Supplier and which relates to the Supplier or the Software, unless that information is public knowledge or already known to the Customer at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Licence, or subsequently comes lawfully into the possession of the Customer from a third party. The Customer shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
  3. Data
    • Any and all data provided to the Supplier by the Customer pursuant to this Licence (Collected Data), including any Personal Data which is provided and any data relating to Patients which is provided, shall be owned and controlled by the Supplier and the Customer hereby consents to any of its Personal Data being used in accordance with clause 6.2.
    • The Supplier may use any Personal Data included within the Collected Data:
      • in accordance with the Supplier’s privacy policy;
      • to carry out marketing activities (including direct marketing);
      • to improve the efficiency and utility of the Software;
      • to improve the treatment and management of disease and illness;
      • for research purposes,

and the Customer hereby consents to its Personal Data being transferred to third parties for any of the purposes set out in this clause 6.2.

  • If the Customer is a vet, it hereby consents to being contacted by third party pharmaceutical companies selected by the Supplier, for the purposes of being provided with educational, promotional and marketing materials relating to drugs and treatments.
  1. Supplier’s Warranties
    • The Supplier warrants that the Software will conform in all material respects to the Specification for a period of 90 days from the date of this Licence (Warranty Period). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this Licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier’s option, do one of the following:
      • repair the Software;
      • replace the Software; or
      • terminate this Licence immediately by notice in writing to the Customer and refund any of the Fees paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.

  • The Supplier does not warrant that the use of the Software will be uninterrupted or error-free.
  • All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
  1. Limits of Liability
    • Except as expressly stated in clause 2:
      • the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
        • special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
        • loss of profits;
        • loss of goodwill;
        • loss or corruption of data;
      • the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this Licence or any collateral contract, shall in no circumstances exceed the greater of:
        • a sum equal to the Fees paid by the Customer in the immediately preceding year; or
        • the sum of £1,000.
      • the Customer agrees that, in entering into this Licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Licence or (if it did rely on any representations, whether written or oral, not expressly set out in this Licence) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence.
    • The exclusions in clause 3 and clause 8.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
      • death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
      • fraud or fraudulent misrepresentation;
      • breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
      • any other liability which may not be excluded by law.
    • All dates supplied by the Supplier for the delivery of the Software or the provision of Services shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
    • The Customer acknowledges that the Software is simply a tool which monitors and measures certain characteristics of a pet. The Software will not improve the health of any pet, and should not be relied on as an accurate guide of the health of a pet or as a substitute for professional veterinary assistance or treatment.
  2. Intellectual Property Rights
    • The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence.
  3. Duration and Termination
    • This Licence shall come into force with effect from the date of the Customer first being granted access to the Software and shall continue for an initial period of 1 year (Initial Period) unless terminated earlier in accordance with clause 10.2. Thereafter, the Licence shall continue until terminated by either party giving to the other not less than 3 months’ written notice, such notice not to be served on the other party until the Initial Period has expired.
    • Without affecting any other right or remedy available to it, the Supplier may terminate this Licence with immediate effect by giving written notice to the Customer if:
      • the Customer fails to pay any amount due under this Licence on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
      • the Customer commits a material breach of any other term of this Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
      • the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
      • the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      • a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
      • an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the Customer;
      • the holder of a qualifying floating charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
      • a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
      • a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Customer’s assets and such attachment or process is not discharged within 14 days;
      • any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 2.3 to clause 10.2.9 (inclusive); or
      • the Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    • Termination or expiry of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence which existed at or before the date of termination or expiry.
    • On termination for any reason:
      • all rights granted to the Customer under this Licence shall cease;
      • the Customer shall cease all activities authorised by this Licence;
      • the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Licence; and
      • the Customer shall immediately destroy or return to the Supplier (at the Supplier’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
    • Any provision of this Licence which expressly or by implication is intended to come into or continue in force on or after termination of this Licence including clause 1, clause 5, clause 6, clause 7 (except clause 7.1), clause 8 and clause 10 shall remain in full force and effect.
  4. General
    • No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • This Licence and the Schedule to this Licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
    • Each party acknowledges that, in entering into this Licence it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Licence or not) other than as expressly set out in this Licence.
    • No variation of this Licence shall be effective unless it is in writing and signed by the Supplier (or its authorised representatives).
    • If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Licence.
    • A person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
    • Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    • Neither party shall be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed.
    • Any notice given to a party under or in connection with this Licence shall be in writing and shall be:
      • delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its residential address (if delivered to an individual) or its principal place of business (in any other case); or
      • sent by fax to its main fax number.
    • Any notice shall be deemed to have been received:
      • if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
      • if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
      • if sent by fax, at 9.00 am on the next Business Day after transmission.
  1. Governing Law and Jurisdiction
    • This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
    • The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).