HYFINITY® SOFTWARE END USER LICENSE AGREEMENT

Hyfinity is authorised to license and support the software referred to in the Schedule included with this Agreement and forming an integral part of it (the “Software”) which the Licensee has selected to run on the Designated Hardware and Operating System (together the “System”) set out in the Schedule. Upon acceptance of this Agreement by the Licensee, the Licensee accepts a non-exclusive, non-transferable license to “Use” (as defined in 4(b) below) the Software on the System, at the Location (where applicable) by the number of concurrent users all as specified in the Schedule. Upon acceptance and the payment of applicable fees Hyfinity grants to the Licensee a non-exclusive non-transferable license for the duration as specified in the Schedule and undertakes to support the Software all upon the terms and subject to the conditions contained in this Agreement.

The Schedule

The License to use the Software set out in this Schedule only permits the use of the Software at the Designated Location on the Designated Hardware Make and Model and Operating System. The terms of the License and this Schedule which forms an integral part of the License shall apply to the Software described in this Schedule. In the event of conflict between the License and this Schedule the terms of this Schedule shall prevail.

Use of the Software is limited to use by not more than the maximum number of Processors or Users shown below. ‘User’ means the Licensee or an individual employee of the Licensee who is registered to use the Software. ‘Processor’ means a single CPU Core.

The Software name will depend on the version that has been purchased. This information will be contained in the license files and the invoices issued at the time of purchase and will typically consist of one of the following:

Subscription License

Perpetual License

* We can authorise installation on any Hyfinity supported location at written request. Please note, that you will remain liable for all taxation and any other fees that may arise as a result.

The End Date of any Evaluation of the Software will be determined by the license file during the start of such Evaluation.

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1. Definitions

   
   

   ‘Error’ means a failure of the Software to conform to the specifications set forth in the documentation resulting in the inability to use, or material restriction in the use of, the Software.

   ‘Update’ means either a software modification or addition that, when made or added to the Software, corrects an Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of an Error on the Licensee.

   ‘Upgrade’ means a revision of the Software released by Hyfinity to the Licensee during the Software Support term, to add new and different functions or to increase the capacity of the Software. Upgrade does not include the release of a new product or added features for which there may be a separate charge.

   
   

2. Grant of the Software License Entitles the Licensee to:

   1. receive one copy of the Software for Use on the System, at the specified Location, together with the necessary documentation to install and Use the same;
   2. load, install and Use the Software either (as appropriate to the System and as Specified in the Schedule) (i) on one Central Processing Unit (“CPU”) of the System if the System is single-user or the Software for single use and at the Location specified in the Schedule (a separate license fee being required for each CPU upon which the Licensee wishes to use the Software), or, (ii) if the System is multi-user or networked, by the number of concurrent users specified in the Schedule;
   3. Use the Software in accordance with the provisions of Clause 4 of this Agreement;
   4. receive Hyfinity’s bulletin reports of errors and “patches” and receive such new updates of the Software incorporating the same;
   5. receive information on upgraded versions of the Software at such cost (if any) as may be notified to the Licensee.

      For the purposes of this Agreement, upgraded versions of the Software shall mean enhancements, improvements or modifications to the Software.

3. Support Provided under this Agreement

   
   

   Support is provided only where a support agreement is included at the time of purchase of the Software, or a support agreement is purchased separately.

   Updates

   Hyfinity will make all reasonable efforts to provide an Update designed to solve or by-pass a reported Error. If such Error has been corrected in a Software Maintenance Release, the Licensee must install and implement the applicable Software Maintenance Release otherwise the Update may be provided in the form of a temporary fix, procedure or routine, to be used until a Software Maintenance release containing the permanent Update is available. The Licensee shall reasonably determine the priority levels of Errors, pursuant to the following protocols:

   Severity 1 Errors:

   Hyfinity promptly initiates the following procedures:

   (1) assigns specialists to correct the Severity 1 Error on an expedited basis;
   (2) provides ongoing communication on the status of an Update; and
   (3) begins to provide a temporary workaround or fix.

   A Severity One Production Error means the (i) production system is severely impacted or completely shut down, or (ii) system operations or mission critical applications are down. A Severity One Development Error means (iii) an application is in final testing, facing a critical time frame of going into Production Use or (iv) entire development efforts are blocked.

   Severity 2 Errors:

   Hyfinity assigns a Hyfinity specialist to begin an Update, and provides additional, escalated procedures as reasonably determined necessary by Hyfinity Support Services staff. Hyfinity exercises its reasonable efforts to provide a workaround or include a fix for the Severity 2 Errors in the next Software Maintenance Release. A Severity 2 Production Error means (i) the production system is functioning with limited capabilities, or (ii) is unstable with periodic interruptions, or (iii) mission critical applications, while not being affected, have experienced system interruptions. A Severity 2 Development Error means (iv) there is a time sensitive question impacting performance or deliverables, or (v) a major subsystem under development is blocked.

   Severity 3 Errors:

   Hyfinity may include an Update in the next Maintenance Release. A Severity 3 Production Error means there (i) are errors in fully operational production systems, (ii) is a need to clarify procedures or information in documentation, or (iii) is a request for a product enhancement. A Severity 3 development Error means (iv) there are errors in system development that may impact performance deliverables, (v) a need to clarify procedures or information in documentation, or (vi) a request for product enhancement.

   Maintenance Releases and Upgrades

   During the Maintenance Support Service Term, Hyfinity shall make the Maintenance Releases available to the Licensee if, as and when Hyfinity makes any such Maintenance Release generally available to its customers. If a question arises as to whether a product offering is an Upgrade or a new product or feature, Hyfinity’s opinion will prevail.

   Conditions for providing support

   Hyfinity’s obligation to provide Maintenance Support Services is conditional upon the following:
   (a) The Licensee makes reasonable efforts to solve the problem after consulting with Hyfinity;
   (b) The Licensee provides with sufficient information and resources to correct the problem either at Hyfinity’s Customer Support Centre or via access at the Licensee’s site, as well as access to the personnel, hardware, and any additional software involved in discovering the problem;
   (c) The Licensee promptly installs Maintenance Releases; or
   (d) The Licensee procures, installs and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to operate the Software.

   Technical Support Contacts

   The Hyfinity Customer Support Centre will provide telephone support for up to two named contacts.

   Exclusions from Hyfinity’s Support Services

   Hyfinity is not obliged to provide Support Services in the following situations:
   (a) the Software has been changed, modified or damaged ( except if under the direct supervision of Hyfinity);
   (b) the problem is caused by the Licensee’s negligence, hardware malfunction or other causes beyond the reasonable control of Hyfinity;
   (c) the problem is with third party software not licensed through Hyfinity;
   (d) The Licensee has not installed and implemented Software Maintenance Release(s) so that the Software is a version supported by Hyfinity; or
   (e) The Licensee has not paid the Support Services fees when due.

   
   

4. Issue and Use of Software

   1. Hyfinity shall issue to the Licensee one copy of the Software and where appropriate the Software license key on media appropriate to the System, for Use on that System, at the specified Location, together with the necessary documentation to Use the same.
   2. For the purposes of this Agreement "Use" shall mean and include:
      1. utilisation of the Software by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the Permanent memory (e.g. hard disk, CD ROM or other storage device) of the System for the processing of the System instruction or statements contained in such Software;
      2. copying the Software which is in machine-readable form for Use by The Licensee on the System for the purposes only of understanding the contents of such machine-readable material and for back-up provided that no more than two (2) copies will be in existence under any License at any one time without prior written consent from Hyfinity or as otherwise permitted by the applicable law.
      3. merging the whole or any part of the Software in the machine-readable form into another software program.
      4. storing the whole or any part of the Software on the System or other storage unit or disk.
      5. utilising (but not copying) the instructional and/or operational manuals relating to the Software.
   3. For the purposes of this License “concurrent use” shall mean simultaneous use of the Software by the number of users of the Licensee specified in the Schedule PROVIDED however that Software installed on a file server for the sole purpose of distribution to other workstations or computers is not being Used for the purposes of ascertaining the number of concurrent users may be added by signing a separate license agreement.
   4. The Licensee shall also be permitted to Use the Software on a portable, laptop or home computer where the Software is permanently installed on the hard disk or other storage device of the System (but not a file server) and the Licensee or its relevant employee as the case may be is the predominant user of the Software and such Use will not breach the concurrent user limit where applicable.

5. License Fee and Support Charges

   1. The License Fee is payable in advance unless otherwise stated in the Schedule and may be subject to annual review (other than a one-time Fee) upon thirty (30) days prior written notice from Hyfinity. Such reviewed fee shall take effect on expiry of the period of notice unless the Licensee has notified Hyfinity within such period, that it wishes to exercise its right to terminate this Agreement. The Licensee may be subject to an additional charge upon issue to the Licensee of upgraded versions of the Software. Such additional charge for upgrades shall become payable within thirty (30) days of issue unless the Licensee has returned the upgrade unused to Hyfinity within such period. Where the Licensee is paying periodic License Fees, the Licensee may request Hyfinity to convert to a one-time payment License and Hyfinity shall, upon acceptance of such request, notify the Licensee of the appropriate one-time payment to be made, if any.
   2. An additional License Fee is payable for each CPU of the System upon which the Licensee wishes to Use the Software or in respect of additional concurrent users in excess of the number specified in the Schedule. In the event that the System is inoperable or requires or is under repair, the Licensee shall report the same to Hyfinity for permission to Use the Software on the Software on a back-up system at no extra charge, until the System is operational.
   3. The Support Charges specified in the Schedule are payable upon receipt of Hyfinity’s invoice . Hyfinity is not obligated to provide support until payment has been received.
   4. Licensees with more than one CPU or all concurrent users (as the case may be) at one Designated Location, in addition to paying a License Fee for each CPU or the permitted number of concurrent users are also required to pay the full Support charge on each additional CPU or additional concurrent user at the rate set out in the Schedule PROVIDED that such additions are at the same Designated Location.
   5. Support Charges may also be subject to review as specified in (a) above as well as to additional charges where any of the details specified in the Schedule change.
   6. The Support Charges payable in terms of this Agreement are based on services provided during normal working hours 09:00 and 17:00 (UK BST time), Monday – Friday (inclusive) excluding public holidays. Additional or out-of-hours support is subject to additional charges.
   7. All charges hereinbefore referred to are exclusive of and net of any taxes, duties or such other additional sums including, but without prejudice to the foregoing generality, value added tax, excise tax, tax on sales, property or use; import or other duties, whether levied in respect of this Agreement, the Software, its use or otherwise.
   8. If any payment due under this Agreement shall not be paid then without prejudice to any other rights Hyfinity shall charge interest on all outstanding amounts at the rate of 8.0% above the Bank of England Base Rate from time to time accruing daily from the date upon which payment is due together with all costs of collection including legal fees.

6. Software Support and Enhancement

   1. Hyfinity offers support and enhancement of the Software in accordance with the provisions of this Agreement. Such support may include new functionality or extended capability of existing Software, enhancement or consolidations to the functionality of existing Software. As part of such support, the Licensor may provide the Licensee with support or diagnostic software (the “Support Software”) and in such an event the Support Software shall be subject to the terms of the license granted in accordance with Clause 1 above but to the extent of support activities only.
   2. Where the Software is dependent on another software or other products, the Licensee cannot have support services in respect of the Software without also having such services with respect to the software or other product upon which it depends.
   3. Hyfinity shall charge for services requested by the Licensee which are not specifically covered by this Agreement.

7. Licensee’s Undertakings

   1. The Licensee undertakes not to perform any of the acts referred to in this sub-clause (a) except to the extent and only to the extent permitted by the applicable law to the Licensee as a lawful user (i.e. a party with an express right to use) of the Software and only then for the specific limited purposes stated in such applicable law or hereunder. The Licensee undertakes:
      1. not to copy the Software (other than for normal system operation and as specified in Clause 4 above) or the Support Software (other than for normal support activities) nor sub-license, assign, sell, lease or charge or transfer this License or any rights and obligations herein nor otherwise reproduce the same provided that the Licensee may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with 7(a) (iii) below;
      2. not to translate, adapt, vary or modify the Software or Support Software;
      3. not to disassemble, decompile or reverse engineer the Software or Support Software provided;
      4. not to provide any bureau, rental, facilities management or similar service to any third party (which includes any subsidiary, holding company or associate of the Licensee) for any commercial purposes;
      5. not to use the Software or Support Software for the benefit of or on behalf of any third party as defined in 7(a)(iv) above for any commercial purpose;
      6. to maintain accurate and up to date records of the number and location of all copies of the Software and Support Software;
      7. to supervise and control use of the Support Software in accordance with the terms of this Software License;
      8. to replace the current version of the Software and Support Software with the upgraded version forthwith upon receipt;
      9. to reproduce and include the copyright notice contained in or on the Software or the Support Software on all copies made, whether in whole or in part, in any form, including partial copies or modifications of such software made herein;
      10. not to provide or otherwise make available the Software or Support Software in whole or in part ( including but not limited to program listings, object code, source program listings and source code), in any form to any person other than the Licensee’s employees without the prior written consent of Hyfinity;
      11. within 14 days after the date of expiry or termination of this Agreement for whatever reason to furnish Hyfinity with a Certificate, certifying that the principal and all copies of all Software and Support Software and related documentation ( in whole and in part ), in any form including partial copies or modifications of such software received from Hyfinity or made in connection with this Agreement, have been destroyed, unless the Licensee has obtained Hyfinity’s prior written consent to retain one copy of the same and upon such conditions as Hyfinity may impose.
      12. Within 10 working days from the date of receipt of a request in writing from Hyfinity to confirm to Hyfinity in writing which Software are installed on which machines at which location and provide full details of the operating capacity of the relevant machines and any relevant logical partitions in such detail to enable Hyfinity to assess compliance by the Licensee with the terms in this Agreement. Hyfinity shall upon reasonable notice have the right to enter any premises where Software is held and be granted access to the relevant machines on which any of the Software is installed for the purposes of auditing the use by the Licensee of the Software in accordance with the terms of this Agreement.

8. Support not Included within Support Fee and which shall be Charged for

   1. Support of other software, accessories, attachments, machines, systems or other devices not supplied by Hyfinity nor listed in the Schedule.
   2. Rectification of lost or corrupted data arising for any reason other than Hyfinity’s own negligence.
   3. Support rendered more difficult because of any changes, alterations, additions, modifications or variations to the Software, the System or operating environment.
   4. Attendance to faults caused by using the Software outside design or other specifications or outside the provisions laid down in any documentation or manual supplied with the Software.
   5. Diagnosis and/or rectification of problems not associated with the Software.

9. Hyfinity’s Liabilities and Warranties

   1. Hyfinity shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, the Software, the Support Software, its use, support and otherwise, except to the extent to which it is unlawful to exclude such liability under the applicable law.
   2. Notwithstanding the generality of (a) above, Hyfinity expressly excludes liability for consequential loss or damage which may arise in respect of the Software, its use, the System or in respect of the Software, the Support Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
   3. Hyfinity reserves the right to discontinue the Support Services should Hyfinity, in its sole discretion, determine that continued support for any Software is no longer economically practicable. Hyfinity will give the Licensee at least three (3) months prior notice in writing of any such discontinuance of Support Services and will refund any un-accrued Support Services fees the Licensee may have prepaid with respect to the affected Software. Hyfinity shall have no obligation to support or maintain any version of the Software or operating system except (i) the then current version of the Software and operating system, and (ii) the immediately preceding version of the Software and operating system for a period of six (6) months after it is first superseded. Hyfinity reserves the right to suspend performance of the Support Services if the Licensee fails to pay any amount that is payable to Hyfinity under this Agreement within thirty (30) days after such amount becomes due.
   4. In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and Hyfinity becomes liable for loss or damage that may lawfully be limited to the annual License Fee and one annual Support Charge or the one-time License fee, whichever is the lesser.
   5. Hyfinity does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of Hyfinity, its employees, agents or authorised representatives.
   6. Hyfinity represents and warrants that, for the period ending ninety (90) days after the delivery of the Software, the Software functions substantially as described in the specification for the Software set out in the Hyfinity Documentation. Notice of breach of this 90-Day warranty must be received within the warranty period. Licensee’s sole and exclusive remedy under this limited warranty and Hyfinity’s sole obligation is to return the Software for replacement within the warranty period. Hyfinity shall have no responsibility for the Software and this warranty shall be void if (i) the Software has been altered in any way other than as agreed in writing by Hyfinity; (ii) the problem arises out of the use of the Software other than as set out in the Documentation (iii) the problem arises out of use of the Software with hardware for which it is not intended to be used as set out in the Documentation.
   7. WITH RESPECT TO THE SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER, TO THE FULL EXTENT PERMITTED BY LAW, THE FOREGOING WARRANTIES ARE HYFINITY’S EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, UNDERTAKINGS OR TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE AND/OR LACK OF WORKMANLIKE EFFORT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE SOFTWARE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE BINDING ON HYFINITY. SUBJECT TO THE 90 DAY WARRANTY IN SECTION 9(f) AND SUBJECT TO THE FULL EXTENT PERMITTED BY LAW, HYFINITY DOES NOT WARRANT AGAINST ANY BUG, ERROR, OMISSION, DEFECT, DEFICIENCY, OR NONCONFORMITY IN ANY SOFTWARE. THIS LIMITATION SHALL ALSO APPLY TO PROTECT HYFINITY’S LICENSORS.
   8. DURING ANY EVALUATION PERIOD (THE END DATE OF WHICH IS DETERMINED BY THE LICENSE AT THE TIME OF EVALUATION) OF THE SOFTWARE OR USE OF FREE EDITIONS OF THE SOFTWARE, THE SOFTWARE IS PROVIDED “AS IS”. HYFINITY MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE. THE SOFTWARE IS PROVIDED FREE OF CHARGE AND, THEREFORE, HYFINITY AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES.

10. Copyright, Patents, Trade Marks and Other Intellectual Property Rights

    1. The Licensee acknowledges that any and all of the copyright, trade marks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Software or the Support Software shall be and remain the sole property of Hyfinity or such other party as may be identified therein or thereon (the “Owner”). The Licensee shall not during or at any time after the expiry or termination of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership by Hyfinity or the Owner thereof.
    2. In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Licensee acknowledges the same shall be the property of Hyfinity unless otherwise agreed in writing by Hyfinity.
    3. The Licensee shall indemnify Hyfinity fully against all liabilities, costs and expenses which Hyfinity may incur as a result of work done in accordance with the Licensee’s specifications involving infringement of any patent or other proprietary right.

11. Indemnity

    1. Hyfinity or the Owner (as the case may be) agrees to indemnify and save harmless and defend at its own expense the Licensee from and against any and all claims of infringement and copyright, patents, trade marks, industrial designs, or other intellectual property rights affecting the Software [and/or the Support Software as the case may be (and for the purposes of this clause the term Software shall be deemed to include Support Software)] PROVIDED THAT (i) the Licensee shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any rights in any copyright, patent, trade mark or other rights as hereinbefore provided, and (ii) the Licensee shall have exercised a reasonable standard of care in protecting the same; failing which the Licensee shall indemnify Hyfinity or the Owner against all actions, proceedings, costs, claims and expenses incurred in respect thereof.
    2. The Licensee undertakes that Hyfinity shall be given prompt notice of any claim specified in 9a) above that is made against the Licensee and Hyfinity or the Owner shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the Licensor [or the Owner] may reasonably require to settle or oppose any such claims.
    3. In the event that any such infringement occurs or may occur, Hyfinity or the Owner may at its sole option and expense:
       1. procure for the Licensee the right to continue using the Software or infringing part thereof; or
       2. modify or amend the Software or infringing part thereof so that the same becomes non-infringing; or
       3. replace the Software or infringing part thereof by other software of similar capability; or
       4. repay to the Licensee the license fee relating to the whole or the infringing part of the Software.

12. Confidential Information

    1. All information, data, drawings, specifications, documentation, software listings, source or object code, license keys which Hyfinity may have imparted and may from time to time impart to the Licensee relating to the Software, Support Software (other than the ideas and principles underlying the same) or support documentation or procedures or modems is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this Agreement and that it shall not at any time during or after expiry or termination of this Agreement (in whole or with respect to support only), disclose the same, whether directly or indirectly to any third party without Hyfinity’s prior written consent.
    2. The Licensee further agrees that it shall not itself or through any subsidiary, agent or third party modify, vary, enhance, copy, sell, lease, license, sub-license or otherwise deal with the Software or any other part or parts or variations, modifications, copies, releases, versions or enhancements thereof or any supporting software or have any software or other program written or developed for it based on any confidential information supplied to it by Hyfinity.
    3. The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.

13. Force Majeure

    
    

    Hyfinity shall be under no liability to the Licensee in respect of anything which, apart from the provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of Hyfinity which shall include (but shall not be limited to) acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority; inability to supply Software, Support Software, materials or support; the breakdown of equipment and labour disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes and lockouts and whether between either of the parties hereto and any or all of its employees and/or any other employer and any or all of its employees and/or between any two or more groups of employees (and whether of wither of the parties hereto or any other employer).

    
    

14. Termination

    1. In addition to provisions for termination as herein provided, Hyfinity may by notice in writing to the Licensee terminate this Agreement, in whole or at Hyfinity’s sole option with respect only to the support, if any of the following events occur, viz.:
       1. if the Licensee is in breach of any term, condition or provision of this Agreement or required by applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice of such breach from Hyfinity;
       2. if the Licensee, being a body of corporate shall present a petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bona fide reconstruction or amalgamation) shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the relevant statutory provisions under the applicable law to be unable to pay its debts.
    2. The Licensee shall give Hyfinity three (3) months notice in writing if it wishes to terminate the Support provided by Hyfinity.
    3. Upon termination, for whatever reason the Licensee shall pay to Hyfinity all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, Support Software, modem or support generally, this Agreement or otherwise.
    4. Termination, howsoever or whenever occasioned shall be subject to any rights and remedies Hyfinity may have under this Agreement or in Law.
    5. In the event that this Agreement expires or terminates with respect to support only, the License shall comply with the provisions of Clause 6(g) where the same relates to any Support Software and documentation supplied by Hyfinity in performance of the support provisions of this Agreement.

15. Assignment

    
    

    The Licensee shall not assign or otherwise transfer all or part of the Software or this Agreement without the prior written consent of Hyfinity.

    
    

16. Waiver

    
    

    Failure or neglect by Hyfinity to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of Hyfinity’s rights hereunder nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Hyfinity’s rights to take subsequent action.

    
    

17. Headings

    
    

    The headings of the paragraphs of this Agreement are inserted for convenience of reference only are not intended to be part of or to affect the meaning or interpretation of this Agreement.

    
    

18. Severability

    
    

    In the event that any or any part of the terms, conditions or provisions contained in this Agreement shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, conditions and provisions which shall continue to be valid and enforceable to the fullest extent permitted by law.

    
    

19. Notices

    
    

    Any notice to be given by either party to the other may be sent by recorded delivery to the address of the other party as appearing herein or such other address as such party may from time to time have communicated to the other in writing and if so sent shall be deemed to be served two days following the date of posting.

    
    

20. Law and Jurisdiction

    
    

    The parties hereby agree that, unless otherwise stated in the Schedule, this Agreement concluded between them and constituted on these terms and conditions shall be construed in accordance with English Law and the parties submit to the non-exclusive jurisdiction of the English courts.