Software Support And Maintenance Agreement



This is the Agreement (as defined below) on which we (Appvia Ltd, incorporated and registered in England and Wales under  company number 10653692 and whose registered office is at Cap House Ground Floor, 9-12 Long Lane, London, England, EC1A  9HA (“Appvia”)) agree to license use of our Software (as the defined below) to you (our “Customer”, as further defined below). Each of Appvia and the Customer, a “party” and together the “parties”.

If you wish to use the Software, please sign the Order Form (as defined below) to acknowledge acceptance of this Agreement.  This Agreement will then govern the relationship between Appvia and the Customer and any use the Customer makes of the  Software from the date of the Order Form.

If the Customer does not accept the terms set out in this Agreement, the Customer may not use the Software.  The parties agree as follows:


1.1 The following definitions and rules of interpretation apply for  the purposes of the Agreement:

Agreement” means this Software Licence Agreement and  the Order Form.

Applicable Data Protection Laws” means: (i) to the extent  the UK GDPR applies, the law of the United Kingdom or of a  part of the United Kingdom which relates to the protection of  personal data; and (ii) to the extent the EU GDPR applies, the  law of the European Union or any member state of the  European Union to which Appvia is subject, which relates to  the protection of personal data.

Authorised User Quota” means the limit on the number of  Authorised Users set out in the Order Form.

Authorised Users” means those employees or officers of the  Customer who are authorised by the Customer to use the  Software and the Documentation in accordance with this  Agreement.

Business Day” means a day other than a Saturday, Sunday  or public holiday in England.

Business Hour” means an hour within the period of Normal  Business Hours.

Confidential Information” means information that is  proprietary or confidential and is either clearly labelled as such  or identified as confidential information in clause 9.1.

Contract Year” means each successive 12-month period  commencing on the Effective Date or any anniversary  thereof.  

Customer” means the party set out on the Order Form which  has agreed to use the Software in accordance with the terms  of the Agreement.  

Customer Data” means all data, information and messages  provided by the Customer or an Authorised User and input into  the Software by the Customer or an Authorised User.

Delivery Date” means the date on which Appvia will deliver  the Software to the Customer pursuant to clause 2.2, as set  out in the Order Form.

Documentation”: the latest version of the manuals and other  documents relating to the Software and/or its use that are  updated from time to time and made available via Appvia’s  website or directly by Appvia.

Effective Date” means the date identified on the Order Form as the ‘Effective Date’.

EU GDPR” means the General Data Protection Regulation  ((EU) 2016/679).

Fees” means the Licence Fees (as increased for any  additional use pursuant to clause 7.5), the Installation Fee (if  applicable) and any other fees payable by the Customer to  Appvia under the Agreement.

Force Majeure Event” means an event beyond the  reasonable control of Appvia, including but not limited to flood,  fire, explosion, the elements, epidemic, pandemic, disease, war, civil commotion, terrorist activity, government acts,  shortage of raw materials, power or fuel, or breakdown of plant  or machinery, computer, software and hardware failure, or any  failure in a communications network.

Initial Licence Term” means the period commencing on the  Effective Date and expiring after the period of time identified  on the Order Form as the ‘Initial Licence Term’.

Installation Fee” means if applicable, the sum set out on  the Order Form payable by the Customer in respect of the  installation of any Software by Appvia within the Local  Environment.  

Installation Services” means the installation of the  Software on the Customer’s Local Environment in  accordance with clause 2.3(a).  

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 Fees” means the fees payable by the Customer to  Appvia for Authorised Users (up to the Authorised User  Quota) to access to the Software and Documentation as set  out on the Order Form.

Licence Term” has the meaning given to it in clause 12.1.

Local Environment” means the IT network and systems  operated by the Customer.

Local Environment Specifications” means the minimum  specifications which the Local Environment must meet to  support the installation and running of the Software, as set  out in the Documentation.

Normal Business Hours” means 9.00 am to 5.00 pm local  UK time, each Business Day.

Order Form” means the order form signed by the Customer  setting out its order for the use of the Software.  

Renewal Date” means the date on which a Renewal Term  commences.

Renewal Term” has the meaning given it in clause 12.1.

Software” means the software provided by Appvia pursuant  to the Agreement, as specified in the Order Form and described in the Documentation.

Software Licence Agreement” means these terms and  conditions relating to the licence of use of the Software by  Appvia to the Customer.

Software Support and Maintenance Agreement” means  the agreement relating to the provision of support and  maintenance in relation to the Software made between  Appvia and the Customer on the date of this Agreement.

Software Support Version List” has the same meaning in  the Software Support and Maintenance Agreement.  

Specification” means the minimum functionality of the  Software as described in Documentation from time to time.

Training Services” means training in the use of the  Software as set out in the Order Form.  

UK GDPR” has the meaning given to it in the Data  Protection Act 2018.

“Warranty Period” means the period of thirty (30) days from  and including the date the Software is made available to the  Customer.

1.2 Clause and paragraph headings shall not affect the  interpretation of the Agreement. References to clauses are  to the clauses of this Agreement.

1.3 A person includes an individual, corporate or unincorporated  body (whether or not having separate legal personality) and  that person’s legal and personal representatives, successors  or permitted assigns.  

1.4 Words in the singular shall include the plural and vice versa.  A reference to one gender shall include a reference to the  other genders.

1.5 Any reference to any statute, enactment, order, regulation or  other similar instrument will be construed as a reference to  the statute, enactment, order, regulation or instrument as  amended or replaced by any subsequent statute, enactment,  order, regulation or instrument or as contained in any  subsequent re-enactment thereof. A reference to a statute or  statutory provision shall include all subordinate legislation  made from time to time under that statute or statutory  provision.  

1.6 Any phrase introduced by the words “including”, “include”, “in  particular”, “for example” or any similar expression shall be  construed as illustrative only and shall not be construed as  limiting the generality of any preceding words. A reference to  writing or written includes e-mail.


2.1 Subject to the payment by the Customer of the Fees, the  restrictions set out in this clause 2 and the other terms and  

conditions of this Agreement, Appvia hereby grants to the  Customer a non-exclusive, non-sublicensable, non transferable licence to permit Authorised Users to use the  Software and the Documentation only during the Licence  Term and only for the internal business purposes of the  Customer.  

2.2 On or before the Delivery Date, Appvia shall make available  to the Customer in object code form, one copy of the  Software, which, if the Customer has not ordered the  provision of the Installation Services, the Customer may  install locally onto the temporary memory or permanent  storage of servers in the Local Environment.

2.3 Appvia shall:

(a) if the Customer has requested the provision of the  Installation Services, as soon as reasonably  practicable after the Effective Date or within any  timescale set out on the Order Form, remotely assist  the Customer to install one copy of the Software, in  object form, onto the temporary memory or permanent  storage of servers in the Local Environment, provided  that the Customer provides all reasonably required  access to such servers; and  

(b) provide the Training Services in accordance with the  terms of the Order Form.  

2.4 The Customer shall ensure that the Authorised Users use the  Software and Documentation in accordance with the  Agreement and shall be responsible for any Authorised  User’s acts or omissions in connection with use of the  Software and/or the Documentation, including any breach of  this Agreement, as if the same were an act or omission of the  Customer.

2.5 Except as may be allowed by any applicable law which is  incapable of exclusion by agreement between the parties,  the Customer shall not:  

(a) attempt to reverse compile, disassemble, reverse  engineer or otherwise reduce to human-perceivable  form the Software or any part of it; or  

(b) attempt to copy, modify, duplicate, create derivative  works from, frame, mirror, republish, download,  display, transmit, or distribute all or any part of the  Software (as applicable) in any form or media or by any  means except to the extent expressly permitted under  this Agreement.

2.6 The Customer shall not:  

(a) access all or any part of the Software in order to build  a product or service which competes with the Software;  

(b) use the Software for the benefit of any person other  than the Customer; or  

(c) license, sell, rent, lease, transfer, assign, distribute,  display, disclose, or otherwise commercially exploit, or  otherwise make the Software available to any third  party except the Authorised Users.

2.7 The Customer shall use all reasonable endeavours to  prevent any unauthorised access to, or use of, the Software and/or the Documentation and, in the event of any such  unauthorised access or use, promptly notify Appvia.

2.8 The Customer acknowledges and agrees that it is and shall  remain solely responsible for determining whether it is  permitted, under applicable laws, to access and use the  Software as contemplated by this Agreement


3.1 Both parties will comply with all applicable requirements of  Applicable Data Protection Laws. This clause 3 is in addition  to, and does not relieve, remove or replace, a party’s  obligations or rights under Applicable Data Protection Laws.

3.2 The parties have determined that, for the purposes of  Applicable Data Protection Laws each party shall act as  controllers (as defined in the UK GDPR) of any Customer Data.  

3.3 Should the determination in clause 3.2 change, then each  party shall work together in good faith to make any changes  which are necessary to this clause 3.

3.4 The Customer hereby acknowledges and consents to Appvia  collecting anonymised telemetry data relating to the  Customer’s use of the Software and using the same, both  during the Licence Term and following the termination or  expiry of the Agreement for any reason, for the purpose of  Appvia improving the Software or any other reason.  


4.1 Subject to clause 4.3, Appvia warrants that the Software,  save for any version which is not supported as set out on the  Software Support Version List from time to time, will  materially comply with the Specification during the Warranty  Period excluding any non-conformance which is caused by:  

(a) use of the Software contrary to the Documentation  and/or Appvia’s instructions; and  

(b) modification or alteration of the Software by any party  other than Appvia, its subcontractors or agents.  

4.2 If the Software does not conform with the warranty given in  clause 4.1 and such non-conformance is notified in writing to  Appvia during the Warranty Period, the Customer shall afford  Appvia a reasonable opportunity to correct any such non

conformance or provide the Customer with an alternative  means of accomplishing the desired performance.

4.3 Appvia does not warrant that the Customer’s use of the  Software will be uninterrupted or error-free; or that the  Software, Documentation, Specification and/or the  information obtained by the Customer through the Software  will meet the Customer’s requirements..

4.4 This Agreement shall not prevent Appvia from entering into  similar agreements with third parties, or from independently  developing, using, selling or licensing documentation,  products and/or services which are similar to those provided  under this Agreement.

4.5 Appvia warrants that it has and will maintain all necessary  licences, consents, and permissions necessary for the  performance of its obligations under this Agreement.

4.6 All other conditions, warranties or other terms which might  have effect between the parties or be implied or incorporated  into this licence or any collateral contract, whether by statute,  common law or otherwise, 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.


5.1 The Customer shall:  

(a) ensure that the Local Environment complies at a  minimum with the Local Environment Specifications;  

(b) unless it has ordered the Installation Services, install  the Software in the Local Environment in accordance  with the Documentation and the terms of this  Agreement;  

(c) provide Appvia with all necessary co-operation in  relation to this Agreement and all necessary access to  such information as may be required by Appvia to comply with its obligations under this Agreement;  

(d) comply with all applicable laws and regulations with  respect to its activities under this Agreement;  

(e) be responsible for all Customer Data transmitted or  received by it or an Authorised User via the Software  and the consequences thereof, and shall ensure that  the Customer Data shall not infringe the Intellectual  Property Rights of any third party;

(f) implement security procedures to prevent  unauthorised use or misuse of the Software or use of  the Software by anyone other than the Authorised Users;

(g) maintain identifiers, passwords and security codes for  the Software in confidence;

(h) carry out all other Customer responsibilities set out in  this Agreement in a timely and efficient manner;  

(i) obtain and shall maintain all necessary Customer  licences, consents, and permissions necessary for  Appvia, its subcontractors and agents to perform their  obligations under this Agreement; and

(j) procure that the Authorised Users shall comply with  any restrictions or other obligations applicable to their  use of the Software as set out in this clause 5.1.

5.2 The Customer may  

(a) copy and/or transfer the Software to and install the  Software on substitute disaster recovery or back-up  equipment solely for use in accordance with clause  5.2(b);

(b) use the Software on such temporary substitute disaster  recovery or back-up equipment when the primary  equipment in the Local Environment is temporarily  inoperable; and  

(c) make a reasonable number of copies of the Software  and the Documentation for archive, emergency back up purposes, disaster recovery testing and/or general  testing purposes.

5.3 The Customer undertakes that:  

(a) the maximum number of users that access and/or use  that Software shall in no event exceed the Authorised  User Quota from time to time; and

(b) it will not allow the Software to be used by anyone other  than the Authorised Users except with the express  prior written consent of Appvia.

5.4 The Customer shall, and shall procure that the Authorised Users shall, immediately cease use of the Software if it is  notified by Appvia, or otherwise becomes aware of, or  suspects, a security breach of the Software. The Customer shall immediately notify Appvia of such a breach of security.  At the request of Appvia, the Customer shall promptly  terminate an individual’s access to the Software if Appvia reasonably believes that such individual is breaching security  or is otherwise misusing the Software. The Customer acknowledges and agrees that if it fails to do so, Appvia will  have the right, in its sole discretion, to take any such action  as it may deem necessary to prevent access to the Software.

5.5 In the event of any delays in the Customer’s performance of  its obligations or the provision of assistance by the Customer  as agreed by the parties, Appvia may adjust any agreed  timetable or delivery schedule as reasonably necessary.


6.1 Appvia shall have the right to audit the Customer’s use of the  Software, and to determine whether such use is in  accordance with the terms of this Agreement (a “Usage Check”). The Customer shall provide Appvia with such  information, co-operation and assistance as it may from time  to time reasonably request in connection with each Usage  Check, including providing reasonable access to:

(a) information relation to the Customer’s use of and  access of the Software; and

(b) the relevant personnel.

6.2 If a Usage Check reveals that the Customer has underpaid  Fees to Appvia, then without prejudice to Appvia’s other  rights and remedies, the Customer shall pay to Appvia an  amount equal to such underpayment as calculated in accordance with Appvia’s then current list prices within 10  Business Days of the date of the relevant audit.


7.1 The Customer shall pay the Fees to Appvia in accordance  with this clause 7 and the Order Form.

7.2 The Licence Fees shall be payable monthly in advance from  the Effective Date and the Customer shall pay each invoice  within 30 days after the date of issue of such invoice.

7.3 If Appvia has not received payment within 30 days after the  due date, and without prejudice to any other rights and  remedies of Appvia, interest shall accrue on a daily basis on  such due amounts at an annual rate equal to 3% over the  then current base lending rate of Barclays Bank Plc from time  to time, commencing on the due date and continuing until  fully paid, whether before or after judgment.

7.4 Appvia shall be entitled to review and vary the Licence Fees  payable under this Agreement from time to time but no more  than once during each Contract Year and only upon giving  not less than 30 days’ written notice to the Customer. Any  such increase shall be no more than 5% above the  equivalent increase in the UK Retail Price Index since the  later of the Effective Date or the last increase.  

7.5 All amounts and fees stated or referred to in this Agreement  shall be payable in pounds sterling, are non-cancellable and  non-refundable and are exclusive of value added tax, which  shall be added to Appvia’s invoice(s) and payable by the  Customer at the appropriate rate.

7.6 If the Customer wishes to increase the Authorised User  Quota during the Initial Licence Term or any Renewal Term  (as applicable) the Customer shall notify Appvia. If Appvia accepts the increase requested, Appvia shall provide a  revised draft Order Form updated to show the requested  increased Authorised User Quota and any additional Fees. If  the parties agree to the terms of the revised Order Form by  email or signed in writing, such new Order Form shall replace  the previous Order Form. Appvia will invoice the Customer  as applicable for increased Fees on a pro rata basis for the  remainder of the then current term until the next Renewal  Date. On and from the following Renewal Date the relevant  increased Authorised User Quota shall apply.  

7.7 If, at any time whilst using the Software, the number of  Authorised Users exceeds the Authorised User Quota without having gone through the procedure set out in clause  7.6, Appvia shall be entitled to increase the Licence Fees  with effect from the date on which the number of Authorised  Users first exceeded the Authorised User Quota in line with  Appvia’s standard fees for additional Authorised Users  applicable at the time of the increase as notified by Appvia to  the Customer.  

7.8 All amounts due under this Agreement shall be paid by the  Customer to Appvia in full without any set-off, counterclaim,  deduction or withholding (other than any deduction or  withholding of tax as required by law).


8.1 The Customer acknowledges and agrees that Appvia or its  licensors (as applicable) own all Intellectual Property Rights  in the Software and the Documentation. Except as expressly  stated herein, this Agreement does not grant the Customer  or any Authorised User any Intellectual Property Rights to, or in, or licences in respect of, the Software, Documentation or  any part of them.

8.2 If and to the extent that the Customer obtains any Intellectual  Property Rights in the Software or the Documentation, the  Customer assigns (by way of present and, where  appropriate, future assignment) all such Intellectual Property  Rights with full title guarantee to Appvia and waives all moral  rights in respect of the same.

8.3 Appvia shall do and execute, or arrange for the doing and  executing of, each necessary act, document anything that  Appvia may consider necessary or desirable to perfect the  right, title and interest of Appvia in and to the Intellectual  Property Rights in the Software and/or Documentation.

8.4 Appvia acknowledges and agrees that, as between the  parties, the Customer shall own the Intellectual Property  Rights in the Customer Data.


9.1 Each party may be given access to Confidential Information  from the other party in order to perform its obligations under  this Agreement. The Customer acknowledges that the  Software and the Documentation each constitute Appvia’s  Confidential Information.

9.2 Each party shall hold the other’s Confidential Information in  confidence and, unless required by law, shall not make the  other’s Confidential Information available to any third party or  use the other’s Confidential Information for any purpose  other than the implementation of this Agreement. Each party  shall take all reasonable steps to ensure that the other’s  Confidential Information to which it has access is not  disclosed or distributed by its employees or agents in  violation of the terms of this Agreement.  

9.3 A party’s Confidential Information shall not be deemed to  include information that:  

(a) is or becomes publicly known other than through any  act or omission of the receiving party;  

(b) was in the other party’s lawful possession before the  disclosure;  

(c) is lawfully disclosed to the receiving party by a third  party without restriction on disclosure;  

(d) is independently developed by the receiving party,  which independent development can be shown by  written evidence; or  

(e) is required to be disclosed by law, by any court of  competent jurisdiction or by any regulatory or  administrative body.

9.4 Other than as set out in this Agreement, neither party shall  make, or permit any person to make, any public  announcement concerning this Agreement without the prior  written consent of the other parties (such consent not to be  unreasonably withheld or delayed), except as required by  law, any governmental or regulatory authority (including,  without limitation, any relevant securities exchange), any  court or other authority of competent jurisdiction.

9.5 This clause 9 shall survive termination of this Agreement,  however arising.


10.1 Appvia shall defend the Customer, its officers, directors and  employees (the “Indemnified Parties”) against any  damages finally awarded to a third party as the result of a  claim that the possession or use of the Software by the  Indemnified Parties in accordance with the terms of this  Agreement infringes any patent effective as of the Effective  Date, copyright, and/or trade mark of that third party (“IP  Claim”), provided that:  

(a) Appvia is given prompt notice of any IP Claim;

(b) the Customer provides reasonable co-operation to  Appvia in the defence and settlement of any IP Claim,  at Appvia’s expense; and  

(c) Appvia is given sole authority to defend or settle any IP  Claim.

10.2 In the defence or settlement of any IP Claim, Appvia may  procure the right for the Customer to continue using the  Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably  available, terminate this Agreement on two Business Days’  notice to the Customer and give the Customer a refund of  any unused Licence Fees as at the effective date of  termination without any additional liability or obligation to pay  liquidated damages or other additional costs to the Customer  outside the scope of the indemnity in clause 10.1.  

10.3 In no event shall Appvia, its employees, agents and  subcontractors be liable to the Customer to the extent that  any IP Claim is based on:  

(a) a modification of the Software by anyone other than  Appvia;  

(b) the Customer’s use of the Software in a manner  contrary to the instructions given to the Customer by  Appvia or this Agreement; or  

(c) the Customer’s use of the Software after notice of the  alleged or actual infringement from Appvia or any  appropriate authority.

10.4 Clauses 10.1 to 10.3 state the Customer’s sole and exclusive  rights and remedies and Appvia’s (including Appvia’s  employees’, agents’ and subcontractors’) entire obligations  in respect of any IP Claim.


11.1 Appvia’s liability is excluded or limited by any provision of the  Agreement in respect of:  

(a) death or personal injury caused by its negligence or the  negligence of its employees or agents;  

(b) fraud or fraudulent misrepresentation; or  

(c) any other liability which cannot be excluded or limited  by law.

11.2 Subject to clause 11.1, Appvia shall not be liable to the  Customer under or in relation to the Agreement (whether  such liability arises in contract, tort (including negligence), or  otherwise) for:

(a) any loss of profit;

(b) loss of sales or business;  

(c) loss of agreements or contracts;  

(d) loss of anticipated savings;  

(e) loss of or damage to goodwill;

(f) loss of use or corruption of software, data or  information;  

(in each case whether direct or indirect), or

(g) for any indirect, special or consequential loss or  damage, in each case regardless of whether the  parties were was aware of the possibility of such  matter. The term “loss” as used herein includes a  partial loss or reduction in value as well as a complete  or total loss.

11.3 Subject to clauses 11.1, Appvia’s total liability arising from or  in connection with the Agreement (and whether the liability  arises in contract, tort (including negligence), or otherwise)  shall be limited, in respect of all events occurring in any  Contract Year, to the higher of:  

(a) value of the Fees paid or payable under the Agreement  during such Contract Year; and

(b) £10,000.

11.4 Appvia shall have no liability for any acts or omissions of  Appvia which are made at the Customer’s direction.

11.5 Except as expressly and specifically provided in this  Agreement:  

(a) the Customer assumes sole responsibility for results  obtained from the use of the Software and any  conclusions drawn from such use;  

(b) all warranties, representations, conditions and all other  terms of any kind whatsoever implied by statute or  common law are, to the fullest extent permitted by  applicable law, excluded from this Agreement; and  

(c) the Software and the Documentation are provided to the Customer on an “as is” basis.


12.1 This Agreement shall, unless otherwise terminated as  provided in this clause 12, commence on the Effective Date and continue for the Initial Licence Term, and thereafter  automatically renew for successive periods, each of which  shall be equal to the duration of the Initial Licence Term  (each, a “Renewal Term”) unless:

(a) either party notifies the other party of termination, in  writing, at least 60 days before the end of the Initial  Licence Term or any Renewal Term, in which case  this agreement shall terminate upon the expiry of the  applicable Initial Licence Term or Renewal Term; or

(b) otherwise terminated in accordance with the provisions  of this Agreement;

and the Initial Licence Term together with any subsequent  Renewal Terms shall constitute the “Licence Term”.

12.2 Without affecting any other right or remedy available to it,  either party may terminate this Agreement with immediate  effect by giving written notice to the other party if the other  party:  

(a) fails to pay any amount due under this Agreement on  the due date for payment and remains in default not  less than 30 days after being notified in writing to make  such payment;

(b) commits a material breach of any other term of this  Agreement where such breach is irremediable or (if  such breach is remediable) fails to remedy that breach  within a period of 30 days after being notified in writing  to do so; or

(c) takes any step or action in connection with its entering  administration, provisional liquidation or any  composition or arrangement with its creditors (other  than in relation to a solvent restructuring), applying to  court for or obtaining a moratorium under Part A1 of  the Insolvency Act 1986, being wound up (whether  voluntarily or by order of the court, unless for the  purpose of a solvent restructuring), having a receiver  appointed to any of its assets or ceasing to carry on  business or, if the step or action is taken in another  jurisdiction, in connection with any analogous  procedure in the relevant jurisdiction; or

(d) suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

12.3 This Agreement shall automatically terminate on termination or expiry of the Software Support and Maintenance  Agreement.

12.4 On termination or expiry of this Agreement for any reason:

(a) the Customer shall immediately pay all Fees incurred  (or committed by Appvia to third parties) prior to the  date of termination;

(b) all licenses granted under this Agreement shall  immediately terminate and the Customer shall  immediately cease to, and ensure the Authorised  Users cease to, use or access the Software;  

(c) except as otherwise set out in the Agreement, each  party shall return and make no further use of any  equipment, property, and other items (and all copies of  them) belonging to the other party; and

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination,  including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.


13.1 Appvia shall have no liability to the Customer under this  Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by a Force Majeure Event, provided that the  Customer is notified of such an event and its expected duration.


14.1 The Customer grants a non-exclusive, royalty-free, non-transferable licence during the Licence Term for Appvia to display the Customer’s logo on Appvia’s website and marketing materials.

14.2 Subject to the Customer’s prior approval, Appvia may prepare and publish a case study about the Customer and the Customer’s use of the Software.

14.3 Following the successful roll-out of the Software, the  Customer and Appvia shall jointly prepare and publish a  press release (in a form agreed between the parties)  announcing the Customer’s use of the Software.

14.4 Subject to the Customer’s prior approval (such approval not to be unreasonably withheld) the Customer will support  promotion of the Software at any public functions.  


15.1 Any notice required to be given under this Agreement shall  be in writing and shall be:

(a) delivered by hand;

(b) sent by pre-paid first-class post or recorded delivery  post to the other party at its address set out in this  Agreement, or such other address as may have been  notified by that party for such purposes; or

(c) sent by email to the email address given in the Order  Form for the Customer and Appvia (as applicable).

15.2 A notice shall be deemed to have been received:

(a) if sent by hand, when delivered (or if delivery is not  during Business Hours, at the commencement of  Business Hours the following Business Day following  delivery);

(b) if correctly addressed and sent by pre-paid first-class  post or recorded delivery post, two Business Days after  posting; or

(c) if sent by email, provided no error or delivery failure message is received, at the time of sending if sent during Business Hours in the place of receipt or, if outside Business Hours in the place of receipt, at the commencement of Business Hours the following  Business Day after sending.


16.1 Survival. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.

16.2 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.3 No waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement 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.

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

16.5 Invalidity. If any provision (or part of a provision) of this  Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal,  the other provisions shall remain in force. If any invalid,  unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16.6 Entire agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement,  understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement,  representation, warranty or understanding (whether made  negligently or innocently and whether in writing or not) of any  person (whether party to this Agreement or not) relating to  the subject matter of this Agreement, other than as expressly  set out in this Agreement.

16.7 Assignment. Neither party shall, without the prior written consent of the other party (not to be unreasonably withheld or delayed), assign, transfer, charge or deal in any other manner with all or any of its rights or obligations under this  Agreement provided that Appvia shall have the right to subcontract the exercise of its rights and performance of its obligations under the Agreement to third parties.

16.8 No partnership. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and  neither party shall have the authority to act in the name or on  behalf of or otherwise to bind the other in any way (including,  but not limited to, the making of any representation or  warranty, the assumption of any obligation or liability and the  exercise of any right or power).

16.9 Further assurance. Each party will at the request of the  other party at its own costs do (or procure others to do)  everything reasonably necessary to give the other the full  effect of the terms of this the Agreement.

16.10 Dispute resolution. The parties shall attempt, in good faith,  to resolve any dispute promptly by negotiation, first by  referring such dispute to the Customer’s representative and  the Customer Success Manager assigned by Appvia to the  Customer for resolution. If the dispute cannot be resolved by the representatives referred to in this clause 16.10 within 14  days after the dispute has been referred to them, either party  may give notice to the other party in writing (“Dispute  Notice”) that a dispute has arisen and within seven days of  the date of the Dispute Notice, each party shall refer the  dispute to Customer’s Chief Executive Officer and Appvia’s  Chief Executive Officer for resolution. Nothing in this clause  16.10 shall prevent either party from instigating legal  proceedings where an order for an injunction, disclosure or  legal precedent is required.

16.11 Third party rights. This Agreement does not confer any  rights on any person or party (other than the parties to this  Agreement and, where applicable, their successors and  permitted assigns) pursuant to the Contracts (Rights of Third  Parties) Act 1999.

16.12 Conflict. If there is an inconsistency between any of the  provisions of this Software Licence Agreement and the provisions of the Order Form, the provisions of the Order  Form shall prevail.

16.13 Governing law. This Agreement 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 laws of England.

16.14 Jurisdiction. Each party irrevocably agrees that the courts  of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this  Agreement or its subject matter or formation (including non contractual disputes or claims).