​THIS BETA TEST AGREEMENT ("Agreement") IS MADE ON THE DATE ON WHICH THE FORM BELOW HAS BEEN COMPLETED BETWEEN:

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ELEMENTS TECHNOLOGY PLATFORMS LIMITED COMPANY NUMBER 11134137 WHOSE REGISTERED OFFICE IS AT SHEFFIELD TECHNOLOGY PARKS, COOPER BUILDINGS ARUNDEL ST, SHEFFIELD S1 2NS ("us" or "we") and

THE COMPANY DETAILED IN THE FORM BELOW, OF COMPANY NUMBER DETAILED IN THE FORM BELOW, AND THE REGISTERED OFFICE OF THE COMPANY DETAILED IN THE FORM BELOW AS LISTED ON COMPANIES HOUSE.

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BACKGROUND

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We wish to enter into this Agreement with you and for you to assist us to beta test our Elements software platform which consists of the "Docket", mobile application and "Dashboard", web application (together the "Software"). As part of this we wish to supply to you with certain hardware ("Hardware") to be used in conjunction with the Software and also, if applicable, to provide limited testing support services as detailed in clause 4.2 below ("Services") as set out in this Agreement.

 

IT IS AGREED AS FOLLOWS:

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1. Grant and scope of licence  

1.1 In consideration of the fee £200 (£240 inc. VAT) or, if no fee is payable, the sum of £1 (receipt of which is hereby acknowledged) (the "Licence Fee") we hereby grant to you from the completing of the form below a limited non-exclusive, non-transferable, non sub-licensable, royalty free licence to install and use the Software on the Hardware:

(a)for 30 only or as extended by us in writing (the "Test Period"); and

(b)for 8 users only ("Users");

(c)for the purpose of evaluating, testing and assessing the viability of the Software only and not for commercial use ("Purpose")

and otherwise in accordance with the restrictions and the terms of this Agreement.

1.2 The Software includes Third Party Software that is separately licensed.  The links to the licence terms for your use of such Third Party Software are provided in the appendices of this document.  It is your responsibility to comply with such terms when carrying out the Purpose.

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2. Restrictions on your licence to use the Software

2.1 Subject to the terms of this Agreement, you shall not and shall procure your employees, agents, or representatives shall not:

(a) make any copies of the Software (in whole or in part);

(b) permit any third party to make copies of the Software in whole or in part;

(c) rent, lease, sub-licence or loan the Software to or share the Software with any third party, in whole or in part;

(d) translate, merge, adapt, vary or modify the Software for any reason nor permit any third party to do such;

(e) make alterations to, or modifications of, the whole or any part of the Software, nor permit a third party to do such;

(f) permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

(g) remove any copyright notices from the Software;

(h) permit any third party to, disassemble, decompile, reverse engineer or create derivative works based on the whole, or any part, of the Software nor attempt to do any such things (except as permitted by law); and

(i) use the knowledge gained as a result of the licence at clause 1.1 to develop software that has the same or similar  functionality as the Software.

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3. Intellectual property rights

3.1 For the purpose of this clause 3, 'Intellectual Property Rights' means rights in information, techniques, know-how, software and materials (regardless of the form or medium in which they are disclosed or stored) whether published or unpublished including without limitation all data, formulae, specifications, procedures, tests, techniques as well as patents, rights to inventions, trade marks, service marks, domain names, registered designs, copyrights, database rights, design rights, rights in Confidential Information (including trade secrets) and any other intellectual property rights, whether registered or not and including without limitation applications (and rights to apply) and all renewals and extensions of such rights for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above.

3.2 You acknowledge that all Intellectual Property Rights in the Software throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software other than the right to use the Software in accordance with the terms of this Agreement.

3.3 You acknowledge that you have no right to have access to the Software in source code form.

3.4 You acknowledge that any developments, modifications, or improvements made by us to the Software shall be owned by us, including any Intellectual Property Rights embodied therein which are solely generated by us.

3.5 You shall provide reasonable feedback to us concerning the features and functionality of the Software.  If you provide feedback to us (in oral, written or electronic format) all such feedback will be our sole and exclusive property.  You hereby irrevocably transfer and assign to us and agree to irrevocably assign and transfer to us any and all right, title and interest in and to all feedback including all Intellectual Property Rights therein (collectively, "Feedback Intellectual Property Rights"). 

3.6 You will not earn or acquire any rights or licenses in the Software or in the Feedback Intellectual Property Rights on account of this Agreement or otherwise under this Agreement, even if we incorporate any of your feedback into the Software.

3.7 You agree that you will, at our request, execute all such assignments and other documents and perform all such further acts as may be necessary or desirable to vest in us absolutely the property right title and interest in the Feedback Intellectual Property.

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4. Services and Hardware

4.1 We shall deliver the Hardware to you and you agree to use the Hardware in conjunction with the Software and otherwise in accordance with our instructions.

4.2 If agreed by us in writing we shall use reasonable endeavours to provide to you:

(a) off-site technical support services between the hours of 8am – 6pm Monday to Friday throughout the Test Period; and

(b) on-site support services at no cost between the hours of 8am and 6pm on one day of the testing period as arranged between Elements Technology Platforms Ltd and the signed company; if said offices of the signed company are within 50 miles of the registered office of Elements.

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5. Confidentiality

5.1 You shall keep strictly confidential all our information which has been designated by us as confidential whether orally or in writing and including without limitation the Software ("Confidential Information").

5.2 You shall:

(a) only use Confidential Information for the Purpose;

(b) only provide the Confidential Information to your employees on a strict need-to-know basis, and ensure your employees and agents are bound by written obligations of confidentiality no less restrictive than those contained in this Licence;

(c) treat the Confidential Information with the same care as you treat your own proprietary information, but in any event no less than a reasonable standard of care;

(d) not disclose the Confidential Information to any third party; and

(e) immediately inform us in the event of unauthorised use or disclosure and use your best endeavours to minimise the effects of such unauthorised use or disclosure;

5.3 Confidential Information does not include information that:

(a) is or becomes publicly available other than by breach of confidentiality, directly or indirectly, by you;

(b) is communicated to you without any obligation of confidence by a third party who is not itself under any obligation of confidentiality;

(c) is already in your possession, as evidenced by contemporaneous written records; or

(d) is required to be disclosed by applicable law, regulatory authority, or court order, provided that you immediately inform us of such requirement so that we can seek protective measures.

5.4 All Confidential Information disclosed under this Agreement remains our property.

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6. Exclusion of Warranties

6.1 You acknowledge and agree that we make no warranties and give no guarantees in relation to the Software, Hardware or the Services.  The Software is provided on an as-is basis.

6.2 We exclude all warranties, conditions and other terms implied by statute or common law in respect of the Software, Hardware and Services, including but not limited to warranties for:

(a) fitness for purpose;

(b) satisfactory performance;

(c) freedom from defects in design, material and/or workmanship;

(d) defect and/or bug free use;

(e) uninterrupted and/or error free use;

(f) accuracy or completeness;

(g) virus free use; and

(h) third party intellectual property infringement.

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7. Audit

7.1 We may, at any time during this Agreement, upon reasonable written notice and during your normal business hours, audit your use of the Software at your premises, as reasonably necessary to confirm that you are using the Software in accordance with the terms and conditions of this Agreement.  We may use a third party organisation reasonably acceptable to you to assist us in conducting such an audit.  You will cooperate with us in such audit and will promptly make available to us all information and materials reasonably required by us to conduct such an audit.

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8. Limitation of Liability

8.1 Nothing in this Licence limits or excludes any party's liability for negligence resulting in death or personal injury; for fraud or fraudulent misrepresentation; or for any other type of liability that, by law, cannot be excluded or limited.

8.2 To the fullest extent permitted by law and subject to clause 8.1:

(a) you acknowledge and agree that we shall not be liable in any way in relation to the Software and/or in connection with this Agreement, for any loss of income; or loss of business profits or contracts; or business interruption; or loss of anticipated savings; or loss of or corruption or damage to information or data; or loss of opportunity, goodwill or reputation; or any indirect or consequential loss or damage of any kind howsoever arising; and

(b) our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to the Licence Fee.

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9. Termination

9.1 The Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, shall expire at the end of the Test Period.

9.2 We may terminate the Agreement at any time with immediate effect by giving written notice to you if you:

(a) commit a breach of this Agreement which is not capable of remedy;

(b) exceed your User amount;

(c) become insolvent, are made bankrupt, go into liquidation, have an administrator or receiver appointed, or compound with, or make any arrangement with, or make a general assignment for the benefit of, your creditors.

9.3 Upon expiration or termination of this Agreement for any reason and at any time:

(a) all rights granted to you under this Agreement shall cease; and

(b) you agree to cease all activities authorised by this Agreement; and

(c) you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software (and Hardware) then in your possession, custody or control; and

(d) you must, following the return to us or deletion or removal of the Software send written confirmation to us that you have done so; and

(e) we shall be entitled to remotely disconnect your access to the Software.

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10. Communications between us

10.1 If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by email or by pre-paid post to Elements Technology Platforms Ltd, Sheffield Technology Parks, Arundel Street, Sheffield, S1 2NS; or by email at info@elementstechnology.co.uk

10.2 If we have to contact you or give you notice in writing, we will do so by email to the address you provide or confirm to us.

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11. Other important terms

11.1 The following provisions shall survive expiration or termination of this Agreement: clauses 3 to 11.

11.2 You acknowledge that no failure or delay by us in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any further exercise thereof or the exercise of any other right, power or privilege.

11.3 You acknowledge that damages alone would not be an adequate remedy for the breach of any of the provisions of this Agreement.  Accordingly, without prejudice to any other rights and remedies we may have, we shall be entitled to the granting of equitable relief (including without limitation injunctive relief) concerning any threatened or actual breach of any of the provisions of this Agreement.

11.4 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

11.5 If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

11.6 You may not assign, charge, transfer or otherwise dispose of this Agreement, or any of your rights or obligations under it, without our prior written consent.  This Agreement is fully transferable by us at any time during the duration of this Agreement.

11.7 This Agreement represents the entire agreement between the parties and supersedes any prior agreement, understanding or arrangement between you and us.  You acknowledge that in entering into the Licence you have not relied on any representation, undertaking or promise given by us, whether express or implied, except as expressly set out in this Agreement.

11.8 This Agreement shall be governed by and construed in accordance with English Law and you submit to the exclusive jurisdiction of the English courts.

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Appendices (external licenses)

https://www.php.net/license/3_01.txt

https://www.apache.org/licenses/LICENSE-2.0.txt

https://www.gnu.org/licenses/gpl.txt

https://github.com/twbs/bootstrap/blob/master/LICENSE

https://fontawesome.com/license/free

https://developers.google.com/fonts/

https://code.visualstudio.com/license

https://www.bitvise.com/ssh-client-license

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Signed by

Dr. Joseph Handsaker (Chief Executive Officer)

duly authorised for and on behalf of

ELEMENTS TECHNOLOGY PLATFORMS LIMITED

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By entering the details requested and ticking the checkbox below, you acknowledge that you are entering into the above contract. We will email you a copy of the contract for your records, as well as an invoice of the payment made.

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Within one working day we will send you an email with your company and user details for logging onto the system, including the ability to reset your password.