i3 Terms & Conditions

I3 SOFTWARE LICENCE TERMS & CONDITIONS

THESE LICENCE TERMS & CONDITIONS shall apply to any use of the i3 software by any third-party user of such software.

Numed Holdings Limited is the entire legal and beneficial owner and licensor of the i3 software and is willing to grant a licence to the Customer to use this software pursuant to these Licence Terms & Conditions.

Numed Holdings Limited is incorporated and registered in England and Wales with company number 01302868, and has its registered offices at Alliance House, Roman Ridge Road, Sheffield, S9 1GB (“Numed”).

By using the i3 Software you accept these Licence Terms & Conditions, and you shall take responsibility for your use of the i3 Software as detailed in these Licence Terms & Conditions.

You are referred to throughout these Licence Terms & Conditions as the “Customer”.

LICENCE TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this licence.

Affiliate: any business entity from time to time controlling, controlled by, or under common control with, either party.

Control: a business entity shall be deemed to "control" another business entity if it owns, directly or indirectly, in excess of 50% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation OR as defined in section 1124 of the Corporation Tax Act 2010.

Fee: the licence fee payable by the Customer to Numed under clause 5.

Intellectual Property Rights: 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.

Maintenance Release: release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software.

Software: Numed’s i3 Software.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 Unless the context otherwise requires:

(a) words in the singular shall include the plural and in the plural shall include the singular;

(b) a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time OR it is in force as at the date of this agreement;

(c) a reference to one gender shall include a reference to the other genders; and(d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

2. Delivery, acceptance and installation

2.1 Numed shall deliver the Software to the Customer following receipt of a valid order request from the Customer for the i3 Software, and the Customer’s acceptance of these Licence Terms & Conditions.

3. Licence

3.1 In consideration of the Fees paid by the Customer to Numed, Numed grants to the Customer a non-exclusive, revocable and limited licence for the term of this agreement to use the Software.

3.2 In relation to scope of use:

(a) for the purposes of clause 3.1, use of the Software shall be restricted to use of the Software in object code form for the purpose of processing the Customer's data for the normal business purposes of the Customer;

(b) the Customer may not use the Software other than as specified in clause 3.1 and clause 3.2(a) without the prior written consent of Numed, and the Customer acknowledges that additional fees may be payable on any change of use approved by Numed; and

(c) except as expressly stated in this clause 3, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part (whether by reverse engineering, de-compilation or disassembly).

3.3 The Customer may not use any such information provided by Numed to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

3.4 The Customer shall not:

(a) sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b) allow the Software to become the subject of any charge, lien or encumbrance; or

(c) deal in any other manner with any or all of its rights and obligations under this agreement, without the prior written consent of Numed.

3.5 Numed may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.

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

3.7 The Customer shall:

(a) keep a complete and accurate record of the Customer's disclosure of the Software and its users, and produce such record to Numed on request from time to time; and

(b) notify Numed as soon as it becomes aware of any unauthorized use of the Software by any person.

3.8 The Customer shall permit Numed to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Customer is complying with the terms of this licence, provided that Numed provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times.

4. Maintenance releases

4.1 Numed will provide the Customer with all Maintenance Releases generally made available to its customers.

4.2 Subject to any amendments to the Software required as a result of:

(a) clinical safety concerns;

(b) amendments to clinical systems or interfaces cause by third-party system vendors; or

Numed warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software.

4.3 The Customer shall install all Maintenance Releases as soon as reasonably practicable after receipt.

5. Fees

5.1 The Customer shall pay to Numed licence fees detailed in Numed’s quote for the i3 Software upon receipt of Numed’s invoice for such fees, which shall be submitted following acceptance of the corresponding quote by the Customer, and at such frequencies thereafter as detailed in the initial quote, or any subsequent renewal quote.

5.2 The fees payable by the Customer shall be notified by Numed to the Customer in the initial quote for the i3 Software, and thereafter via a renewal notice, which shall be sent to the Customer at least fifteen (15) days prior to the expiration of the present term.

5.3 The fees may be paid: (i) by electronic transfer (BACs); (ii) direct debit, or (iii) cheque. The payment method shall be detailed in the initial quote, or any subsequent renewal notice. In the event that the Customer elects to pay via direct debit then Numed shall issue the Customer with a direct debit mandate that shall be completed by the Customer and returned to Numed.

5.4 All sums payable under this licence are exclusive of VAT or any relevant local sales taxes, for which the Customer shall be responsible.

5.5 If the Customer fails to make any payment due to Numed under this agreement by the due date for payment, then, without limiting Numed’s other remedies under this agreement, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time. 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 Customer shall pay the interest together with the overdue amount.

5.6 Numed may suspend the service in the event that any payment remains outstanding fifteen (15) days after the due date of such fees.

6. Confidentiality and publicity

6.1 Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

6.2 No 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.

7. WARRANTIES & SLA

7.1 If any errors, defect or bugs are identified in the i3 Software then Numed may, at its discretion:

(a) repair the Software;

(b) replace the Software; or

(c) terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof, provided the Customer provides all the information that may be necessary to assist Numed in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable Numed to re-create the defect or fault.

7.2 Numed does not warrant that the use of the Software will be uninterrupted or error-free.

7.3 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.

7.4 Incident Resolution:

(a) In the event that the Customer needs to raise an issue to Numed than it should do so by either emailing, calling or accessing the support portal for Numed’s support desk. Details of the Numed Support Desk are available at https://www.numed.co.uk/support.

(b) Numed’s Support desk shall be contactable during the hours of 8:00am to 5:30pm Monday-Friday (excluding Bank Holidays in England).

(c) Numed’s Support desk shall use its commercially reasonable endeavours to remedy any issues reported in accordance with Numed’s targets for resolution relating to the allocated severity of the incident.

(d) For the avoidance of doubt, failure to achieve the target resolution terms shall in no way amount to a breach of this agreement by Numed.

7.5 DISCLAIMER: NUMED IS NOT RESPONSIBLE FOR THE PROPER OPERATION OF ANY THIRD PARTY ELECTRONIC PATIENT RECORD SYSTEM OR OTHER CLINICAL SYSTEM THAT THE SOFTWARE MAY INTEROPERATE WITH, INCLUDING ANY THIRD PARTY INTERAFCE OR API MADE AVAILABLE BY THE OPERATORS OF SUCH THIRD-PARTY SYSTEMS. NOR SHALL NUMED BE HELD RESPONSIBLE IN THE EVENT THAT SUCH THRID-PARTY SYSTEM PROVIDER MAKES AMENDMENTS TO ANY SUCH SYSTEM OR INTERFACE WITHOUT DUE PRIOR NOTIFICATION TO NUMED. IN THE EVENT THAT THERE ARE ERRORS OR DEFECTS IN THE OEPRATION OF SUCH THIRD-PARTY SYSTEMS THAT AFFECT YOUR USE OF THE SOFTWARE THEN THIS SHOULD BE REPORTED TO YOUR APPLICABLE SYSTEM PROVIDER AS SOON AS POSSIBLE.

8. Limits of liability

8.1 Except as expressly stated in clause

8.2: (a) Numed shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i) special damage even if Numed was aware of the circumstances in which such special damage could arise;

(ii) loss of profits;

(iii) loss of anticipated savings;

(iv) loss of business opportunity;

(v) loss of goodwill;

(vi) loss or corruption of data, provided that this clause 8.1(a) shall not prevent claims for loss of or damage to the Customer's tangible property that fall within the terms of clause 8.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this clause 8.1(a);

(b) the total liability of Numed, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fees paid by the Customer in the twelve (12) months preceding the date of the incident giving rise to the claim; and

(c) the Customer agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) Numed shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.

8.2 The exclusions in clause 8.1 shall apply to the fullest extent permissible at law, but Numed does not exclude liability for:

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

(b) fraud or fraudulent misrepresentation;

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability which may not be excluded by law.

8.3 All dates supplied by Numed for the delivery of the Software be treated as approximate only. Numed shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

8.4 All references to "Numed" in this clause 8 shall be treated as including all employees, subcontractors and suppliers of Numed and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

9. Intellectual property rights

9.1 The Customer acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to Numed, and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.

9.2 Numed undertakes at its own expense to defend the Customer or, at its option, settle any claim or action brought against the Customer alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Customer as a result of or in connection with any such Claim. For the avoidance of doubt, this clause 9.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Customer other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by Numed 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.

9.3 If any third party makes a Claim, or notifies an intention to make a Claim against the Customer, Numed’s obligations under clause 9.2 are conditional on the Customer:

(a) as soon as reasonably practicable, giving written notice of the Claim to Numed, specifying the nature of the Claim in reasonable detail;

(b) not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of Numed (such consent not to be unreasonably conditioned, withheld or delayed);

(c) giving Numed 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 Customer, so as to enable Numed and its professional advisers to examine them and to take copies (at Numed’s expense) for the purpose of assessing the Claim; and

(d) subject to Numed providing security to the Customer to the Customer's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as Numed may reasonably request to avoid, dispute, compromise or defend the Claim.

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

(a) procure for the Customer the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;(b) modify the Software so that it ceases to be infringing;

(d) terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof.

9.5 This clause 9 constitutes the Customer's exclusive remedy and Numed’s only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 8.1.

10. Duration and termination

10.1 The i3 licence governed by these Licence Terms & Conditions is for a minimum initial twelve (12) month term. Thereafter the term of the licence will automatically be extended for subsequent period of twelve (12) months following the issues of a renewal notice from Numed to the Customer. Such renewal notice shall be submitted by Numed to the Customer no later than fifteen (15) days prior to the expiration of the present term and shall be deemed to have been accepted by the Customer unless the Customer notifies Numed in writing that it wishes to terminate the service.

10.2 Following the initial term:

(a) where the Customer issues a cancellation notice to Numed more than sixty (60) days into a subsequent renewal term then no refund of the renewal fees shall be payable by Numed;

(b) where the Customer issues a cancellation notice to Numed less than sixty (60) days into a subsequent renewal term then the Customer may be eligible for a partial pro-rata refund of the renewal fees; and

(c) where the Customer issues a cancellation notice to Numed less than thirty (30) days into a subsequent renewal term then the Customer may be eligible for a full refund of the renewal fees.

10.3 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:

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

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

(c) the other party 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;

(d) the other party 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 of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) 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 that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(f) 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 other party;

(g) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;(h) 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;

(i) 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 other party's assets and such attachment or process is not discharged within 14 days;

(j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.1(c) to clause 10.1(i) (inclusive); or

(k) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.4 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.

10.5 Termination or expiry of this agreement 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 agreement which existed at or before the date of termination or expiry.

10.6 On termination for any reason:

(a) all rights granted to the Customer under this licence shall cease;(b) the Customer shall cease all activities authorised by this licence;

(d) the Customer shall immediately destroy or return to Numed (at Numed’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Numed that it has done so.

11. 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.

12. 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.

13. Entire agreement

13.1 This licence, the schedules and the documents annexed as appendices to this licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

13.2 Each party acknowledges that, in entering into this licence it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence.

13.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.

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

14. Variation

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

15. Severance

15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

15.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

16. Counterparts

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

17. Third-party rights

Except as detailed at clause 8.4, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

18. No partnership or agency

18.1 Nothing in this agreement 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.

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

19. Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result 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. If the period of delay or non-performance continues for three months, the party not affected may terminate this agreement by giving thirty (30) days written notice to the affected party.

20. Notices

20.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business.20.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.20.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.

21. Governing law and jurisdiction

21.1 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 law of England and Wales.

21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

22. CONTRACTUAL EFFECT

22.1 This licence has been entered into and accepted by the Customer upon:

(a) the Customer’s acceptance of Numed’s quote for the i3 Software;

(b) the Customer’s confirmation of an order for i3 via Numed’s website;

(d) the Customer commencement of use of the i3 Software.