Alver Valley Software Limited

1 Interpretation

1.1 In these Conditions the following terms shall have the following meanings:-

"Acceptance Date"	the date upon which the Supplier Software is deemed accepted by the Customer pursuant to clause 5.7 below
"Agreement"	the contract for the supply of the Software, Support (and/or any other services that the Supplier may agree in writing from time to time to supply) to be provided by the Supplier to the Customer comprised by these Conditions
"Computer System"	the Customer's computer system upon which the Software is to be installed
"Conditions"	the standard terms and conditions of supply set out in this document
"Consumer"	any person who is purchasing outside the course of his or her business or trade
"Customer"	the person who purchases the Software
"Demonstration Software"	the trial version of the Software which the Customer downloads the from the Website and which has limited functionality
"Licence"	has the meaning given to it at clause 5.3
"Software"	the Supplier Software and the Third Party Software
"Specification"	the specification of the facilities and functions provided by the Supplier Software most recently published by the Supplier on the Website prior to the date of this Agreement
"Supplier Software"	the Supplier's proprietary software, being AVS Barcode Source
"Supplier"	Alver Valley Software Limited (Registed Company no: 06860850, registered office: 20 Fieldhouse Drive, Lee on the Solent, Hants, UK)
"Support"	the support services described on the Website (and/or any other services that the Supplier may agree in writing from time to time to supply) and performed in accordance with clause 6 of these Conditions
"Third Party Software"	the Microsoft .NET Framework runtime software
"Website"	www.alvervalleysoftware.com
"Year"	a period of 12 months beginning with the Acceptance Date or any anniversary of the Acceptance Date

1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation. Unless the context requires otherwise, the singular shall include the plural and vice versa. References to any statute shall include any amendment, variation or replacement to the same.

2 Basis of Supply

2.1 The Supplier shall supply and license the Software and/or supply the Support to the Customer upon and subject to the terms of this Agreement. The Supplier shall endeavour to supply the Software and Support in accordance with any timescales specified by the Supplier or otherwise agreed in writing with the Customer but shall not be liable for any failure to meet such timescales.

2.2 No variation or addition to these Conditions shall be binding upon the Supplier unless agreed in writing between a director of the Supplier and a duly authorised representative of the Customer.

2.3 Subject to any variation in accordance with clause 2.2, this Agreement embodies the entire understanding of the parties and overrides any prior promises, undertakings or representations. Nothing contained in this Agreement shall, however, operate to limit or exclude the liability that either party would otherwise have for fraud.

3 Charges

3.1 Unless otherwise agreed in writing by the Supplier, the Supplier's charges for the licensing of the Software and the Support are specified on the Website.

3.2 All charges are exclusive of any applicable value added tax or any other taxes, levies or duties which will be added or charged on invoices at the appropriate rates.

4 Payment

4.1 The Customer shall pay the Supplier's charges without deduction or set-off within in accordance with the payment mechanism and timescales detailed on the Website.

4.2 Expenses incurred by the Supplier in connection with the provision of any Support shall be reimbursed by the Customer in addition to payment of the charges and may be invoiced at any time after they have been incurred.

4.3 If the Customer fails to make any payment at the time or within the period prescribed by this Agreement, then without prejudice to any other right or remedy available, the Supplier may in its sole discretion:-

4.3.1 suspend the performance of any or all of its obligations under this Agreement; and/or

4.3.2 terminate this Agreement and any other contract between the Supplier and the Customer for the provision by the Supplier of goods or services.

5 Software

5.1 The Supplier grants to the Customer a non-exclusive, non-transferable licence to use the Demonstration Software (the "Trial Licence"). Except where expressly stated otherwise and save in respect of the provisions of clause 5.3, the Trial Licence is subject to all the other terms of this Agreement which impose obligations on the Customer. During the Trial Licence, the copyright and all other intellectual property rights in the Supplier Software belong and shall continue to belong to the Supplier and the Customer's only right in respect of the Supplier Software is to use the same in accordance with the terms of the Trial Licence.

5.2 Notwithstanding anything else in these Conditions, during the period of the Trial Licence, the Supplier does not provide any warranties to the Customer in respect of the Software and except for the type of liability referred to at clause 10.1 and except for any other matters for which the Supplier's liability may not by law be restricted or excluded, the Supplier shall not be liable (whether in contract or tort) in respect of any losses, damages and/or costs incurred by the Customer arising from the use by the Customer of the Software during the period of the Trial Licence.

5.3 Where the Customer purchases the Software, the Supplier grants to the Customer, with effect from the Acceptance Date, a non-exclusive, non-transferable, perpetual (subject to termination in accordance with this Agreement) licence to load the Software and use it on a single computer under its control. The copyright and all other intellectual property rights in the Supplier Software belong and shall continue to belong to the Supplier and the Customer's only right in respect of the Supplier Software is to use the same in accordance with the terms of the Licence.

5.4 The Customer shall use the Supplier Software for processing its own data for its own internal purposes only. The Customer shall not permit any third party to use the Supplier Software in any way whatever nor, without the prior written consent of the Supplier, use the Supplier Software on behalf of or for the benefit of any third party in any way whatever save that the Customer may use the Software to fulfil orders for bar coding services placed with the Customer by third party customers.

5.5 The Customer may make such copies of the Supplier Software as are reasonably necessary for back up purposes. All such copies must reproduce and include the Supplier's copyright notice and their use shall be governed by the terms of this Licence.

5.6 The Customer shall not do any of the following, namely:-

5.6.1 use, store or copy the Supplier Software or its accompanying documentation (or any part of the Supplier Software or such documentation) except as expressly permitted under this Agreement;

5.6.2 rent, lease, sub-license or lend the Supplier Software or its accompanying documentation;

5.6.3 modify, adapt, merge, translate or create derivative works based on the whole or any part of the Supplier Software or its accompanying documentation; or

5.6.4 disassemble, decompile or reverse engineer the Software (or any part of the Software) except insofar as mandatorily permitted by section 50B of the Copyright, Designs and Patents Act 1988 or other applicable legislation.

5.7 The Supplier Software shall be deemed accepted by the Customer upon the Supplier confirming to the Customer the successful installation of the Supplier Software upon the Computer System or, if the Supplier does not carry out the installation, upon delivery of the Supplier Software to the Customer.

5.8 The Third Party Software shall be licensed to the Customer on the standard third party licensing terms from time to time in force. For Third Party Software which is licensed to the user by virtue of the user removing the packaging from the Third Party Software or by the user downloading such Third Party Software onto a computer system, or any such other act or thing (the "Act") as may be specified by the producer of such Third Party Software the Customer irrevocably appoints the Supplier to be its agent to undertake the Act and enter into such licence and the Customer shall abide by the terms of such licence as if it had undertaken the Act itself. The Customer shall fully indemnify the Supplier against all costs, expenses or other liabilities which the Supplier may incur or suffer as a result of the Customer's breach of this clause 5.8.

6 Support

6.1 During the period of the Licence, the Supplier shall:

6.1.1 endeavour to resolve, through the provision of a telephone/ email helpdesk facility available during Normal Working Hours, any technical queries that the Customer may have in relation to the use or operation of the Software; and

6.1.2 use reasonable endeavours to correct any failure of the Supplier Software to perform substantially in accordance with its Specification provided that the Supplier Software is properly used on the Computer System or on such other computer and with such operating system as is approved in writing by the Supplier;

6.1.3 supply free of charge any maintenance releases of the Supplier Software issued by the Supplier to its licensees and any maintenance releases of the Third Party Software provided free of charge to the Supplier by the relevant third party;

6.1.4 supply, subject to the payment by the Customer of the Supplier's standard charges in respect of the same, any new version of the Supplier Software issued by the Supplier to its licensees and notify the Customer or any new version of the Third Party Software notified to the Supplier by the Third Party;

6.1.5 if requested and subject to the payment by the Customer of the Supplier's charges from time to time in force, install any maintenance release or new version of the Supplier Software or Third Party Software supplied by the Supplier to the Customer on the Computer System or such other computer system as is recommended in writing by the Supplier (subject, in each case, to such system meeting the minimum system requirements for any such new version).

6.2 The Supplier shall not be obliged to provide the support referred to at clauses 6.1.1 and 6.1.2 above if:

6.2.1 the Customer is using the Software under the Trial Licence;

6.2.2 the Customer is using any version of the Supplier Software other than the most recent maintenance release of the most recent or immediately preceding version made available by the Customer to its licensees or any version of the Third Party Software no longer supported by the relevant Third Party;

6.2.3 the Customer is using the Software other than on and in conjunction with the Computer System or an alterative computer system approved in writing by the Supplier; or

6.2.4 the failure of the Supplier Software to perform substantially in accordance with its Specification arises from the Customer doing or attempting to do any of the acts referred to at clauses 5.6.3 or 5.6.4 above.

6.3 For the avoidance of doubt, the Supplier shall not be obliged to provide Support in respect of any difficulty or problem experienced by the Customer in using the Software which arises from any defect in or failure of the computer (including its operating system) upon or in connection with which the Customer is using the Software (including, without limitation, where caused by a computer virus) or from operator error.

7 Warranties

7.1 Subject to the provisions of clause 10 below and subject always to clause 5.2, the Supplier warrants to the Customer that:

7.1.1 the Supplier Software will, for a period of 3 months from the Acceptance Date, perform substantially in accordance with the Specification when properly used on the Computer System;

7.1.2 the Supplier will perform the Support and any other services with reasonable care and skill.

7.2 Without prejudice to the warranty at clause 7.1.1 above, the Supplier does not warrant that the Supplier Software will meet the Customer's requirements or that the operation of the Supplier Software will be error-free.

7.3 The Customer shall give notice to the Supplier as soon as it is reasonably able upon becoming aware of a breach of the warranties contained in clauses 7.1.1 and 7.1.2 above.

7.4 Subject to the Customer complying with clause 7.3 and providing (where possible) a documented example of the relevant defect or failure, the Supplier shall remedy any breach of the warranties set out at clauses 7.1.1 and 7.1.2 by the provision of remedial services (including, at the Supplier's option, replacement of defective items) free of charge. The Supplier shall have no liability or obligation under those warranties other than to remedy breaches of them in accordance with this clause 7.4.

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

8 IPR Indemnity

8.1 The Supplier shall indemnify the Customer against any claim that the Customer's normal use or possession of the Supplier Software in accordance with the terms of the Licence infringes the intellectual property rights of any third party PROVIDED THAT:

8.1.1 the Supplier is given immediate and complete control of such claim;

8.1.2 the Customer does not prejudice the Supplier's defence of such claim;

8.1.3 the Customer gives the Supplier all reasonable assistance with such claim;

8.1.4 the claim does not arise as a result of the use of the Supplier Software in combination with equipment or programs not recommended or approved in writing by the Supplier.

8.2 The Supplier shall have the right to replace or modify all or any part of the Supplier Software in order to avoid a third party infringement claim or if this cannot be achieved on terms which the Supplier considers reasonable, remove the Supplier Software and refund the sums paid by the Customer under this Agreement in respect of the supply and licensing of the Supplier Software, as the case may be.

8.3 This clause 8 states the entire liability of the Supplier to the Customer in respect of any infringement of the intellectual property rights of any third party.

9 Termination

9.1 Either party may terminate this Agreement insofar as it relates to the provision by the Supplier of Support or other services by giving to the other not less than 1 month's notice in writing to the other.

9.2 Either party may terminate this Agreement forthwith by notice in writing to the other if the other:-

9.2.1 commits a material breach of this Agreement provided that if the breach is capable of remedy (being actual remedy as opposed to remedy by payment of damages or compensation) the notice shall only be given if the other shall not have remedied the same within 30 days of having been given notice in writing specifying the breach and requiring it to be remedied; or

9.2.2 ceases, or threatens to cease, to carry on business; becomes insolvent, has an encumbrancer take possession or a receiver appointed over its property or assets; makes any voluntary arrangement with its creditors or becomes subject to an administration order (or has an administrator appointed); or goes into liquidation; (or the equivalent of any of these occurs in any other jurisdiction); or

9.2.3 being a partnership, has a bankruptcy order made against any of the partners or a notice served by a partner for the dissolution of the partnership.

9.3 Termination of this Agreement under clause 9.2 above shall automatically result in termination of the Licence except where termination is by the Customer in accordance with the provisions of clause 9.2 or by the Supplier under clause 9.2.1 where the breach or breaches relied upon do not include either non-payment by the Customer of any sums due under this Agreement or breach of any of the Customer's obligations set out in clause 5 above or otherwise relating to the Licence.

9.4 Termination of this Agreement for any reason shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into or continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.

9.5 Upon the termination for any reason of the Licence, the Customer shall, at the Supplier's option, either return to the Supplier or destroy all copies of the Supplier Software and any associated documentation in its possession or under its control.

10 Limitation of Liability

10.1 The Supplier shall accept liability to the Customer for any injury to or death of person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees, agents or sub-contractors.

10.2 Except for the type of liability referred to at clause 10.1 and except for any other matters for which the Supplier's liability may not by law be restricted or excluded, the Supplier's total liability in respect of any contractual breach or representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement (a "Default") shall not exceed the total sums paid or payable by the Customer in respect of the 12 month period preceding the Default.

10.3 Notwithstanding anything else contained in these Conditions (and without limiting the Supplier's liability in respect of injury to or death of any person caused by any negligent act or omission or wilful misconduct of the Supplier, its employees or sub-contractors), the Supplier shall not be liable to the Customer for any loss of profits, goodwill or any type of special, indirect or consequential loss whether arising from negligence, breach of contract or otherwise howsoever.

10.4 The Supplier shall not be liable to the Customer for any loss arising out of any failure by the Customer to comply with its obligations under this Agreement or resulting from:

10.4.1 use of the whole or any part of the Software with any equipment and/or software not supplied by the Supplier or approved by it for use in connection with the Software;

10.4.2 repair, adjustment, alteration or modification of any part of the Software not undertaken by the Supplier or its sub-contractor;

10.4.3 Customer failure to keep restorable back-up and/or security copies of data.

10.5 If a number of Defaults give rise to substantially the same loss then they shall be regarded as the same Default for the purpose of calculating the Supplier's maximum liability pursuant to clause 10.2.

11 Confidentiality

11.1 Each party shall maintain secret and confidential all business, technical or commercial information disclosed to it by the other party pursuant to this Agreement or prior to and in contemplation of it; shall use the same exclusively for the purposes of this Agreement; and shall disclose the same only to those of its directors, employees, professional advisers and sub-contractors (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of this Agreement.

11.2 The obligations of clause 11.1 shall not apply to information which was already in the possession of the recipient party and at its free disposal before its disclosure to the recipient party pursuant to or prior to and in contemplation of this Agreement; or is subsequently disclosed to the recipient party without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing party; or is in the public domain or subsequently enters the public domain through no act or default of the recipient party or its agents, directors, employees, professional advisers or sub-contractors.

11.3 Notwithstanding the obligations at clause 11.1, the recipient party may disclose the disclosing party's information to the extent that disclosure of the same is required by law or court order provided that, in such circumstances, the recipient party shall have informed the disclosing party promptly upon becoming aware of the relevant legal requirement or court order and of the recipient party's proposed form of disclosure of that information.

11.4 The recipient party shall procure that all of its directors, employees, professional advisers and sub-contractors who have access to any information of the disclosing party to which the obligations of clause 14.1 apply shall be made aware of and subject to those obligations. In addition, the recipient party shall not disclose any such information to its sub-contractors without first obtaining their written agreement to confidentiality obligations no less onerous than those set out in this clause 11.1.

12 Force Majeure

12.1 The Supplier shall not be liable to the Customer or be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform any of the Supplier's obligations under this Agreement if the delay or failure was due to any cause beyond the Supplier's reasonable control including but not limited to industrial action, war, fire, prohibition or legal enactment of any kind or any act or omission of the Customer.

13 Notices

13.1 Notices or other documents to be given under this Agreement shall be in writing and delivered by hand or sent by registered post or facsimile to the party concerned at the address set out at the beginning of this Agreement or such other address as one party may from time to time designate by written notice to the other. Any such notice or other document shall be deemed to have been received by the addressee if delivered, upon delivery; if posted, on the second working day following the date of posting; and if sent by facsimile, when the communication is transmitted to the recipient's fax number provided that a copy of the communication is sent by registered post or delivered by hand as soon as practicable thereafter.

14 General

14.1 This Agreement shall be binding upon and enure to the benefit of the parties and the legal successors of the Supplier but shall not be assignable or otherwise transferable by the Customer (wholly or partly) without the prior written consent of the Supplier. The Supplier may sub-contract all or any part of its obligations under this Agreement without the consent of the Customer.

14.2 If the Customer is a Consumer, there are certain terms implied into the Customer's Contract which the Supplier cannot exclude or limit. For example, under the Supply of Goods and Services Act 1982 (as amended) the Supplier must ensure that any services are provided with reasonable skill and care. Nothing in this Contract affects these statutory rights.

14.3 No waiver by either party of any breach of these Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision. Any waiver must be in writing to be effective.

14.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

14.5 A person who is not a party to this Agreement has no rights under this Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

14.6 This Agreement is governed by the laws of England and the English courts shall have exclusive jurisdiction to resolve any disputes arising as a result of or in connection with it.

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Copyright Alver Valley Software Limited 2006-2010