These Software Licensing Conditions apply to any software that is licensed by Millennium, including any Bespoke Software (as defined below).

The Client’s attention is drawn here in particular to the provisions of clauses 4.12, 7.6, 10.4, 11, 12 and 14.

 

1. Interpretation

The definitions and rules of interpretation in this clause apply in these Software Licensing Conditions.

“Acceptance Date” means the definition given in the Development Agreement.

“Agreement” means the contract terms and details as described in the Software Order and Licensing Agreement or any other associated Millennium contract agreement.

“Authorised Persons/Representatives” means those persons who have duly agreed and signed any relevant Agreement, or such other person as notified in writing by each party.

“Authorised Users” means the Client’s employees, agents, contractors and advisers that are permitted to access the Software in the normal course of their employment or engagement by the Client.

“Bespoke Software” means any computer program or interface developed, or any modification to the Software made, by Millennium specifically for the Client under the terms of the Development Agreement as part of the Software and listed in the Contract Details.

“Bespoke Software Specification” means the functional specification and/or the description of the Bespoke Software set out in the Contract Details or agreed in writing between Millennium and the Client.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

“Claim” means as defined in clause 12.2.

“Client” means the person, company or other entity which purchases the Software from Millennium as set out in the Contract Details.

“Collateral Agreement” means any agreement (other than the Licence) between Millennium and the Client in relation to the Software, including any Support Agreement and/or Development Agreement.

“Commencement Date/Order Date” means the effective date of the Licence, as set out in the Contract Details.

“Contract Details” means as defined in the contract details sheet setting out the specific terms of the agreement between Millennium and the Client.

“Data Controller/Data Processor” means as defined in the Data Protection Legislation.

“Data Protection Legislation” means all laws (whether in the UK or any other jurisdiction) relating to the use, protection and privacy of Personal Data in relation to the supply of Software under Licence including the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 as retained, replaced or re-enacted in England and Wales from time to time pursuant to the Data Protection Act 2018 or otherwise.

 “Defect(s)” means an error in the Software that causes it to fail to operate substantially in accordance with the Documents, Software Specification and/or Bespoke Software Specification.

 “Designated Device(s)” means each device set out in the Contract Details, or otherwise agreed in writing between Millennium and the Client, on which the Software will be installed and may be used by the Client in accordance with the terms of the Licence.

 “Development Agreement” means the development agreement between Millennium and the Client for the development of Bespoke Software.

 “Documents/Documentation” means any written document, user manual, training instructions, drawing, plan, diagram, design or other image or form of record embodying information supplied by Millennium to the Client in respect or in connection with the Software.

 “Initial Term” means as defined in clause 14.1.

 “Intellectual Property Rights” means 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.

 “Licence” means the licence between Millennium and the Client for the supply and use of the Software in accordance with these Licensing Conditions.

 “Licence Fee” means the annual licence fee payable by the Client to Millennium for the use of the Software in accordance with clause 7.

 “Licence Period” means the Initial Term and the Renewal Term.

 “Licensing Conditions” means the terms and conditions set out in this document as may be amended from time to time in accordance with clause 18.

 “Maintenance Release” means any release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.

 “Millennium” means Millennium Business Technology Limited – company number 03042752.

“New Version” means any new version of the Software which from time to time is offered for purchase by Millennium, being a version which contains such significant differences from the previous version and is identified and marketed by Millennium as a new version of the Software.

 “Order” means the Client’s order for the Software, as set out in the Contract Details.

 “Personal Data” means as defined in the Data Protection Legislation.

 “Renewal Term” means as defined in clause 14.1.

 “Software” means the computer program and any Bespoke Software specified in the Contract Details, together with any Maintenance Release which is acquired by the Client during the Licence Period, in each case in object form.

 “Software Specification” means the functional specification and/or description of the Software (save for the Bespoke Software) as published by Millennium from time to time, or set out in the Contract Details.

 “Support Agreement” means the support and maintenance agreement between Millennium and the Client for the Software.

 “Third Party Additional Terms” means the additional terms and conditions relating to Third Party Software notified by Millennium to the Client or otherwise available on the website of the third party provider of the Third Party Software.

 “Third Party Software” means the third party software identified in the Contract Details.

 “Vulnerability” means any weakness in the computational logic (e.g. code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity or availability, and the term “Vulnerabilities” shall be construed accordingly.

 

2. Order

2.1 The Order constitutes an offer by the Client to purchase the Software in accordance with these Licensing Conditions. The Client shall ensure that the terms of the Order are complete and accurate and shall promptly specify any changes or inaccuracies.

2.2 The Order shall only be deemed to be accepted upon signed approval of a Software Order and Licensing Agreement, at which point the Licence shall come into existence. The Client shall have no right to cancel an Order, unless otherwise agreed in writing by Millennium.

 

3. Delivery and Installation

3.1 Upon the Commencement Date, Millennium shall deliver to the Client an electronic copy of the Software, together with the necessary instructions and permissions to install one electronic copy of the Software on each Designated Device.

3.2 If installation is included in the Order, Millennium shall also deliver and install one electronic copy of the Software on each Designated Device.

 

4. Licence

4.1 Millennium grants to the Client a non-exclusive licence for the Licence Period to use the Software in accordance with this clause 4.

4.2 The Client may install the Software onto, and run the Software on, each Designated Device. The Client may not use the Software for any other purpose or on any other device without the prior written consent of Millennium, and the Client acknowledges that any change would constitute a variation to the licence and accordingly additional fees may be payable to Millennium.

4.3 Notwithstanding clause 4.2:

• the Software may be used on any replacement device which is used by the Client in permanent substitution for a Designated Device; and
• if a Designated Device becomes inoperable for any reason, the Software may be temporarily used on backup equipment until the Designated Device is repaired, and the Client may use the Software for the purpose of testing whether any such backup equipment is suitable for use whilst the Designated Device is inoperable,

In each case, provided always that the Client promptly notifies Millennium of the same in writing.

4.4 The Client shall not make the Software available for any person to install or use other than the Authorised Users, or grant any other right in respect of the Software, without the prior written consent of Millennium. The Licence may, with the prior written consent of Millennium, be extended to additional Authorised Users, provided that any additional fee is paid to Millennium before such use.

4.5 The Client agrees and accepts that the Software may only be used by the maximum number of Authorised Users set out in the Contract Details. If the number of Authorised Users is not specified in the Contract Details then no limit shall be placed on the number of Authorised Users that may use the Software.

4.6 The Client shall procure that its Authorised Users use the Software in accordance with the terms of the Licence.

4.7 The Client may make such copies of the Software as are reasonably necessary for use in accordance with this Licence and backup copies of the Software, and Millennium shall at all times own all copies of the Software. The Client shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying.

4.8 The Client may make such copies of the Documents as are reasonably necessary for the use of the Software and may distribute such Documents to its Authorised Users. The Client shall ensure that Millennium’s proprietary notices are reproduced on all copies of the Documents.

4.9 The Client shall not, and shall procure that any third party that has access to the Software shall not, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part, except to the extent necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, but only if installation of the Software is not included in the Order and Millennium has stated that it is unable or unwilling to provide such services to the Client.

4.10 The Client may not use any information provided by Millennium or obtained by the Client during the term of the Licence or its use of the Software to create any other software.

4.11 The Third Party Software shall be deemed to be incorporated within the Software for the purposes of the Licence (except where expressly provided to the contrary) and use of the Third Party Software shall be subject to the Third Party Additional Terms.

4.12 The Client shall indemnify and hold Millennium harmless against any losses, damages, costs (including legal and professional costs) and expenses suffered or incurred by Millennium as a result of the Client’s use of the Software, breach of the Licence and/or breach of any Third Party Additional Terms.

4.13 Millennium may treat the Client’s breach of any Third Party Additional Terms as a breach of the Licence.

4.14 The Client shall:

• provide such information, documents, licences, permits and authorisations as Millennium may require in order to provide the Software and perform its other obligations under the Licence;
• permit Millennium to have access to, or procure that any relevant third party permits Millennium to have access to, any premises at which the Software is being used or stored, and have access to and inspect any records kept in connection with the Licence, for the purposes of Millennium complying with its obligations under the Licence and ensuring that the Client is complying with the terms of the Licence, provided that such access shall beat reasonable times and on at least two Business Days’ notice;
• keep a complete and accurate record of the Client’s copying and use of the Software and its users, and produce such record to Millennium on demand;
• notify Millennium as soon as it becomes aware of any unauthorised use of the Software by any person, providing sufficient detail to enable Millennium to assess the nature and extent of such unauthorised use;
• ensure that its network, systems and other third party software not provided under the Licence comply with the system requirements publicised by Millennium or otherwise notified to the Client by Millennium from time to time.

 

5. Maintenance Releases

Millennium will provide the Client with all Maintenance Releases generally made available to its clients. Millennium warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Client shall install all Maintenance Releases as soon as reasonably practicable after receipt.

 

6. New Version

 6.1 Millennium shall notify the Client promptly in writing of the issue of any New Version, specifying the following:

• the charge for delivery and installation of the New Version;
• the licence fee payable for the New Version;
• c.in what way the New Version differs from the previous version in terms of functionality,performance and compatibility
• the terms on which Millennium will make the New Version available.

 

7. Fees

7.1 The Licence Fee for the Software shall be the fee set out in the Contract Details. If no fee is set out in the Contract Details, then the Licence Fee shall be as stated in any quotation provided by Millennium to the Client. If no quotation has been provided, then the Licence Fee shall be the fee set out in Millennium’s published price list in force at the Commencement Date.

7.2 All sums payable under the Licence are exclusive of VAT or any relevant local sales taxes, and any costs, charges or expenses incurred by Millennium, its employees, agents or subcontractors in performing Millennium’s obligations under the Licence, all of which shall be payable by the Client in addition to the Licence Fee.

7.3 The Client shall pay the Licence Fee annually on or before each anniversary of the Commencement Date. Millennium shall use reasonable endeavours to issue an invoice for the Licence Fee one month prior to the end of the Initial Term or the Renewal Term (as applicable), but failure to do so shall not release the Client from its obligation under this clause 0.

7.4 All costs, charges or expenses payable by the Client under the Licence shall be paid in GBP and in full and cleared funds without any set-off, counterclaim, deduction or withholding (except as required by law), unless otherwise agreed. Save for the Licence Fee which shall be paid in accordance with clause 0, any invoice issued to the Client by Millennium shall, unless otherwise agreed between Millennium and the Client in writing, be paid within thirty days of receipt of such invoice by the Client. Time for payment of the Licence Fee and all other sums due under the terms of the Licence shall be of the essence of the Licence.

7.5 On each anniversary of the Commencement Date Millennium reserves the right to increase the Licence Fee for annual inflation by the percentage variation set out in the Contract Details, such increase to take effect from the start of the next Renewal Term.

7.6 If the Client fails to make any payment due to Millennium under the Licence by the due date for payment then, without limiting Millennium’s other rights and remedies under the Licence:

• in the case of non-payment of the Licence Fee, Millennium may suspend the Client’s use of the Software until such payment is made in full; and/or
• Millennium will reserve the right to charge interest to the Client on any overdue amount at the rate of 8% per annum above The Bank of England’s base rate. Any 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 Client shall pay the interest together with the overdue amount.

 

8. Confidentiality

8.1 Any information exchanged between the parties shall be treated as strictly confidential by Millennium and the Client, and each party agrees not to use such information for its own purposes (other than implementation of the Licence), nor without the prior written consent of the other party, disclose to any third party (except its employees, officers, representatives or subcontractors that need to know such information for the purposes of carrying out obligations under the Licence, or its professional advisers, or as may be required by law or any governmental or regulatory authority) any such information, unless such information is public knowledge already at the time of disclosure, or subsequently becomes public knowledge other than by breach of the Licence, or subsequently becomes lawfully into the possession of either Millennium or the Client from a third party. Millennium and the Client shall each use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

8.2 This clause 8 shall survive termination or expiry of the Licence.

 

9. Compliance with Applicable Laws

The Client shall, and shall procure that any third party that has access to the Software and/or the data incorporated in or derived from the Software shall, comply with any applicable laws and regulations regarding its use of the Software and the data incorporated within or derived from the software, including any export laws and regulations of any applicable jurisdiction to which data is directly or indirectly exported and obtaining such export licences or approvals required under such laws or regulations before exporting any data.

 

10. Millennium’s Warranties

10.1 Millennium warrants that the Software and the Bespoke Software will conform in all material respects to the Software Specification and the Bespoke Software Specification for a period of ninety days, or such other period as set out in the Contract Details.

(“Warranty Period”)

10.2 Millennium warrants that it has the right to license all UK Intellectual Property Rights in and to the Software Product and the Documents to the Client.

10.3 If within the Warranty Period, the Client notifies Millennium in writing of a breach of the Warranty set out in clause 10.1, or at any time the Client notifies Millennium in writing of a breach of any statutory warranty or condition which is not excluded by these Licensing Conditions, Millennium shall at is option and subject to the other terms of this clause 10:

• Repair the Software;
• Replace the Software; or
• Terminate the Licence, and any Collateral Agreement, immediately by notice in writing to the client and refund any amount of the Licence Fee paid by the Client to Millennium as at the date of termination, and any other fees paid by the Client to Millennium under the terms of any Collateral Agreement (less a reasonable sum in respect of the Client’s use of the software and the provision of services by Millennium under any Collateral Agreement up to the date of termination as determined by Millennium) on return of the Software and all copies thereof.

Provided the Client provides all the information that may be necessary to assist Millennium in resolving any Defect in the Software, including a documented example of the Defect, and such information and assistance required by Millennium to enable Millennium to re-create the Defect.

10.4 Millennium shall have no liability under this clause 10 for the Software failing to comply with the warranty set out in clause 10.1 or any statutory warranty or condition which is not excluded by these Licensing Conditions if:

• the Defect arises out of or in connection with the Client and/or its Authorised Users use of the software in contravention of the terms of the Licence or any Collateral Agreement;
• the Defect arises out of or in connection with integration or use of the Software with third party software or any other third party software not supplied by Millennium pursuant to the terms of the Licence;
• the Defect arises out of or in connection with the Client’s and/or Authorised Users’ network and systems failing to comply with the system requirements publicised by Millennium or otherwise notified to the Client by Millennium from time to time; or
• the Software differs from the Software Specification and/or the Bespoke Software Specification as a result of changes made to ensure compliance with applicable statutory and regulatory requirements.

10.5 Millennium does not warrant that the use of the Software will be uninterrupted or error-free, or contain no Vulnerabilities.

10.6 The Client accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Client.

10.7 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into the Licence or any Collateral Agreement, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

 

11. Limits of Liability

11.1 Except as expressly stated in clause 11.2:

• Millennium shall not in any circumstances have any liability for any losses or damages which may be suffered by the Client or its Authorised Users whether the same arise in contract, tort(including negligence), misrepresentation, breach of statutory duty or otherwise for:
  • special damages, even if Millennium was aware of the circumstances in which such special damages could arise;
  • loss of profits;
  • loss of anticipated savings;
  • loss of business;
  • loss of agreements or contracts;
  • loss of or damage to goodwill;
  • loss or corruption of software, data or information; or
  • any indirect or consequential loss arising under or in connection with the Licence;

• the total liability of Millennium, whether in contract, tort (including negligence) or otherwise and whether in connection with the Licence, shall in no circumstances exceed a sum equal to the Licence Fee during the Initial Term or Renewal Term (as applicable) in which the liability arises.

11.2 Nothing in these Licensing Conditions shall limit or exclude Millennium’s liability for:

• death or personal injury caused by the negligence of Millennium, its officers, employees, subcontractors or agents;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979;
• breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982; or
• any other liability which may not be limited or excluded by law.

11.3 All dates supplied by Millennium for the delivery and installation of the Software shall be treated as approximate only and shall not be made of the essence by notice or otherwise.

11.4 Millennium shall have no liability to the Client to the extent that performance of any of its obligations under the Licence are prevented or delayed by an act or omission of the Client, or failure by the Client to perform any of its obligations under the Licence.

11.5 This clause 11 shall survive termination or expiry of the Licence

 

12. Intellectual Property Rights

12.1 The Client acknowledges that all Intellectual Property Rights in the Software, any Maintenance Releases and the Documents belong and shall belong to Millennium or the relevant third party owners (as the case may be), and the Client shall have no rights in or to the Software and/or the Documents other than the right to use it in accordance with the terms of the Licence.

12.2 Millennium undertakes at its own expense to defend the Client or, at its option, settle any claim or action brought against the Client alleging that the possession or use of the Software and/or the Documents (or any part thereof) in accordance with the terms of the Licence infringes the UK Intellectual Property Rights of a third party (“Claim”) and shall be responsible for any reasonable losses, damages, costs (including reasonable legal fees) and expenses directly incurred by or awarded against the Client as a result of or in connection with any such Claim. For the avoidance of doubt, this clause 12.2 shall not apply where the Claim in question is attributable to possession or use of the Software and/or the Documents (or any part thereof) by the Client other than in accordance with the terms of the Licence, use of the Software in combination with any hardware or software not supplied or specified by Millennium if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

12.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Client, Millennium’s obligations under clause 12.2 are conditional on the Client:

• as soon as reasonably practicable, giving written notice of the Claim to Millennium, together with sufficient detail to enable Millennium to identify the nature and scope of the Claim;
• not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Millennium;
• giving Millennium and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Client, so as to enable Millennium and its professional advisers to examine them and to take copies(at Millennium’s expense) for the purpose of assessing the Claim; and
• subject to Millennium providing security to the Client to the Client’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred and taking such action as Millennium may reasonably request to avoid, dispute, compromise or defend the Claim.

12.4 If any Claim is made, or in Millennium’s reasonable opinion is likely to be made, against the Client, Millennium may at its sole option and expense:

• procure for the Client the right to continue to use the Software and/or the Documents (or any part thereof) in accordance with the terms of the Licence;
• modify the Software and/or the Documents so that it ceases to be infringing;
• replace the Software and/or the Documents with non-infringing software; or
• terminate the Licence, and any Collateral Agreement, immediately by notice in writing to the Client and refund any amount of the Licence Fee paid by the Client to Millennium as at the date of termination, and any other fees paid by the Client to Millennium under the terms of any Collateral Agreement (less a reasonable sum in respect of the Client’s use of the Software and the services provided by Millennium under any Collateral Agreement up to the date of termination as determined by Millennium) on return of the Software and all copies thereof,

Provided that if Millennium modifies or replaces the Software, the modified or replacement Software must comply with the warranty and the Client shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of the Licence been references to the date on which such modification or replacement was made.

12.5 Notwithstanding any other provision in the Licence, clause 12.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third Party Software or through the breach of any Third Party Additional Terms by the Client.

12.6 The provisions of clause 12.4 constitutes the Client’s exclusive remedy and Millennium’s only liability in respect of Claims and, for the avoidance of doubt, is subject to the provisions of clause 11.

12.7 The Client shall promptly and fully notify Millennium of:

• any actual, threatened or suspected infringement of any Intellectual Property Rights in the Software and/or the Documents which comes to the Client’s notice; and
• any claim by any third party that comes to the Client’s notice that the Software and/or any of the Documents infringes the rights of any person.

12.8 The Client agrees (at Millennium’s request and reasonable expense) to do all such things as may be reasonably required to assist Millennium in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 12.7.

12.9 Nothing in this clause 12 shall restrict or limit the Client’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.

 

13. Data Protection

13.1 Millennium and the Client acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and Millennium is the Data Processor in respect of any Personal Data.

13.2 Millennium shall process Personal Data supplied by the Client in accordance with the Privacy Policy on Millennium’s website www.millenniumconsulting.com, as amended from time to time).

 

14. Term & Termination

14.1 The Licence shall commence on the Commencement Date and, unless terminated in accordance with clause 14.2, continue for a period of one year or such other period set out in the Contract Details (“Initial Term”). The term of the Licence shall automatically renew at the end of the Initial Term for a period equal to the Initial Term or of one year (“Renewal Term”) and each Renewal Term unless terminated in accordance with clause 14.2 or a party gives not less than sixty days’ written notice to the other party to terminate the Licence at the end of the Initial Term or the Renewal Term (as applicable).

14.2 Without affecting any other right or remedy available to it, Millennium may terminate the Licence and any Collateral Agreement with immediate effect by giving written notice to the Client if:

• the Client fails to pay any amount due under the Licence on the due date for payment and remains in default not less than five Business Days after being notified in writing to make such payment;
• the Client commits a material breach of any other term of the Licence and (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so;
• the Client 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 Client 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 or the solvent reconstruction of the Client;
• the Client applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act1986;
• 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 Client other than for the sole purpose of a scheme fora solvent amalgamation or the solvent reconstruction of the Client;
• 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 Client (being a company, partnership or limited liability partnership);
• the holder of a qualifying floating charge over the assets of the Client (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
• a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party
• a creditor or encumbrancer of the other party 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 Client’s assets and such attachment or process is not discharged within fourteen days;
• any event occurs, or proceeding is taken, with respect to the Client in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause14.1 (c) to clause 14.1 (j) (inclusive);
• the Client suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
• the Client’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Licence is in jeopardy;
• there is a change of control of the Client (within the meaning of section 1124 of the Corporation Tax Act 2010); or
• the Client dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing its own affairs or becomes a patient under any mental health legislation.

14.3 Any provision of the Licence that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Licence shall remain in full force and effect.

14.4 Termination or expiry of the 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.

14.5 On termination for any reason:

• all rights granted to the Client under the Licence shall cease;
• the Client shall cease all activities authorised by the Licence;
• the Client shall immediately pay to Millennium any sums due to Millennium under the Licence and any Collateral Agreement; and
• the Client shall, at Millennium’s option, immediately destroy or return to Millennium all copies of the Software and Documents then in its possession, custody or control, and certify to Millennium that it has done so.

14.6 Any provision of the Licence which expressly or by implication is intended to come into or continue in force on or after termination of the Licence shall remain in full force and effect.

 

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under the 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.

 

16. Remedies

Except as expressly provided in the Licence, the rights and remedies provided under the Licence are in addition to, and not exclusive of, any rights or remedies provided by law.

 

17. Entire Agreement

17.1 The Licence and the documents referred to in it constitute the entire agreement between the parties relating to their subject matter and supersede all prior agreements, arrangements, and understandings between the parties relating to their subject matter.

17.2 Each party agrees that, in entering into the Licence, it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Licence or not) other than as expressly set out in the Licence. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Licence.

17.3 Nothing in this clause shall limit or exclude any liability for fraud.

 

18. Variation

18.1 Subject to clause 18.2 below no variation of the Licence shall be effective unless it is in writing and signed by the parties or their Authorised Representatives.

18.2 Millennium may unilaterally amend the Licensing Conditions by giving the Client not less than one month’s notice.

 

19. Assignment

19.1 Millennium may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Licence.

19.2 The Client may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Licence without the prior written consent of Millennium.

 

20. Severance

20.1 If any provision or part-provision of the Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Licence.

20.2 If any provision or part-provision of the Licence is deemed deleted under clause 0 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

 

21. Counterparts

The Licence may be executed in any number of counterparts, each of which, when executed and delivered, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

 

22. Third Party Rights

A person who is not a party to the Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the Licence.

 

23. No Partnership or Agency

23.1 Nothing in the 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.

23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person

 

24. Force Majeure

Neither party shall be in breach of contract nor liable for delay in performing, or failure to perform, any of its obligations under the Licence if such delay or failure results from events, circumstances, or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

 

25. Notices

25.1 Any notice or other communication given to a party under or in connection with the Licence shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have used in correspondence in relation to the Licence or specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post, recorded delivery, or email.

25.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 0; if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting; or, if sent by email, one Business Day after transmission (provided a delivery or read receipt is received by the sender).

25.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 

26. Governing Law and Jurisdiction

26.1 The 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.

26.2 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 the Licence or its subject matter or formation (including non-contractual disputes or claims).

 

Last Updated: April 2022