INSTITUTIONAL PERPETUAL SITE LICENCE FOR WINECON AND MATHECON

This document forms a Licence Agreement between you (the purchaser) and the WinEcon Consortium covering your use of the WinEcon and MathEcon programs ("WinEcon" or "MathEcon") and any related documentation and data the WinEcon Consortium may provide to you from time to time.

By placing an order for the institutional licence for WinEcon or MathEcon you accept the terms and conditions of the licence. The terms covering your use of WinEcon or MathEcon are shown below.

Please read these terms and make sure you understand them before placing an order. If you require clarification on any point, please contact WinEcon Enquiries.

1 LICENCE

Under this Agreement you acquire a non-exclusive, non-transferable licence to use the WinEcon and/or MathEcon software at a specified site.

2 OWNERSHIP

The WinEcon Consortium retains all the intellectual property and other ownership rights in WinEcon and MathEcon, including but not limited to the Software, web-linking and customisation features, and all copyrighted content.

3 DELIVERY AND INSTALLATION

On receipt of an order from you, the WinEcon Consortium will provide download instructions for the delivery of the WinEcon and/or MathEcon software and licence access codes as appropriate. You will be responsible for installing WinEcon and/or MathEcon on your equipment in accordance with the instructions provided by the WinEcon Consortium. The Date of Sale is the date of this Agreement.

4 PAYMENT

In return for the licence to use WinEcon and/or MathEcon, you must pay to the WinEcon Consortium a licence fee as specified. In addition, the WinEcon Consortium may charge you:

(a) any taxes, duties or government charges including any VAT (which we shall advise you of);

The WinEcon Consortium will invoice you for the total amount once the goods are supplied. Payment terms are 90 days from date of invoice.

Unless expressly indicated to the contrary, all fees and charges quoted to you in relation to WinEcon are exclusive of all taxes, including Value Added Tax (VAT). If VAT is imposed on any supply made under or in accordance with the Agreement, you agree to pay to the WinEcon Consortium an additional amount equal to the VAT payable on or for the taxable supply subject to you receiving a valid tax invoice in respect of the supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement and the VAT shall be calculated at the rate which applies under the VAT legislation at the date of the taxable supply.

5 MAINTENANCE

The perpetual licence is valid for the software version supplied at the time of order.

The WinEcon Consortium reserves the right to request an additional payment to upgrade the software supplied at the time of order to a subsequently published version.

6 YOUR OBLIGATIONS

You MUST:

(a) use WinEcon and/or MathEcon strictly in accordance with the terms and conditions of this Agreement and in accordance with any documentation, procedures, instructions and guidelines issued by the WinEcon Consortium;

(b) use WinEcon and/or MathEcon only for your own business or educational purposes, unless approved by the WinEcon Consortium in writing;

(c) keep WinEcon and/or MathEcon and all information, data, drawings, specifications, coding and material which relate to it confidential and secure;

(d) ensure that only the Authorised Site uses WinEcon and/or MathEcon and that all persons who operate or access WinEcon and/or MathEcon are your employees, students or contractors (acting on your behalf) only, and are made aware of and abide by all relevant terms and conditions of this Agreement. You will be responsible for the acts of all persons in relation to the access or use of your copy of WinEcon and/or MathEcon;

(e) pay all fees, taxes and levies arising from your licence of WinEcon and/or MathEcon;

(f) take all reasonable steps to prevent a breach of this Agreement; and

(g) immediately notify the WinEcon Consortium if you become aware of any breach or potential breach of this Agreement.

You MUST NOT:

(h) remove or alter any existing copyright, trade mark or proprietary notice in, on or attached to WinEcon and/or MathEcon and you must ensure that all copyright, trade mark and proprietary notices in, on or attached to WinEcon and/or MathEcon are reproduced on any copies or materials derived from any of WinEcon and/or MathEcon which you may make or receive;

(i) without the prior written consent of the WinEcon Consortium copy, reproduce or translate WinEcon and/or MathEcon or any part of WinEcon and/or MathEcon or do any act which infringes the copyright in WinEcon and/or MathEcon;

(j) create a derivative work from WinEcon and/or MathEcon by any means;

(k) use or install WinEcon and/or MathEcon onto computer equipment which is not under your control or to which you do not have direct access, on the internet, an extranet or upon any other similar type of electronic communications network without the WinEcon Consortium's prior written consent. Note that the WinEcon Consortium reserves the right to charge an additional fee in such instances;

(l) cause or permit any unauthorised act in relation to WinEcon and/or MathEcon to occur.

7 UPGRADES TO WINECON AND/OR MATHECON

From time to time, the WinEcon Consortium may issue Upgrades of WinEcon and/or MathEcon which will be offered to you under the terms of this Agreement. Such Upgrades will form part of WinEcon and/or MathEcon for the purposes of this Agreement and are subject to the terms and conditions of this Agreement as if they formed part of the original WinEcon and/or MathEcon.

8 TECHNICAL SUPPORT

Technical Support will be provided for the duration of this licence from the date of purchase.

Technical Support will be provided to the contact person, as named in the schedule, by email Monday to Friday between 9.00 and 17.00 (excluding holidays).

On-site Technical Support is not available.

Support will only be provided in the English language.

9 LIABILITY

(a) You acknowledge that in entering into this Agreement and acquiring WinEcon and/or MathEcon you have not relied in any way on the WinEcon Consortium's representations, description, illustrations, specifications, skill or judgment and that you have satisfied yourself as to the condition and suitability of WinEcon and/or MathEcon for your purposes.

(b) WinEcon and/or MathEcon is furnished to you "as is" without warranty of any kind. The WinEcon Consortium gives no condition, warranty, undertaking or representation in relation to the condition, accuracy, suitability or quality of, or title to, WinEcon and/or MathEcon (including any data contained in or supplied in relation to it or reports generated or produced by or with the aid of it).

(c) You acknowledge and agree that the WinEcon Consortium is not liable for any loss or damage, including consequential loss or damage, which in any way results from your use or non-use of the WinEcon and/or MathEcon (including as a result of any malfunction, breakdown or error in WinEcon and/or MathEcon) or as a result of or in connection with the provision of services under this Agreement.

(d) You will indemnify the WinEcon Consortium and keep the WinEcon Consortium indemnified against:

(i) all legally enforceable demands, claims, actions and proceedings however arising made by any third person in connection with or arising out of your use of WinEcon and/or MathEcon; and

(ii) all legally enforceable losses, costs, expenses and damages however incurred by the WinEcon Consortium in connection with or arising out of a breach by you of any provision of this Agreement.

(e) Nothing in this Agreement excludes, restricts or modifies any condition, warranty, right or remedy which is compulsorily conferred on you by The Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 or any other applicable consumer legislation as amended ("Acts").

10 AUDIT

The WinEcon Consortium has the right, at its expense and within normal business hours, to inspect and audit your use of WinEcon and/or MathEcon and where discrepancies exist between actual and licensed installations are found you must rectify the discrepancy within 7 days.

11 TERMINATION

(a) The WinEcon Consortium may immediately terminate this Agreement if:

(i) you breach any term or condition of this Agreement;

(ii) any fee payable under or in relation to this Agreement is not paid to the WinEcon Consortium when due; or

(iii) any provision of this Agreement is held to be invalid by a court or is severed by operation of law.

(b) If this Agreement is terminated, you must immediately stop using WinEcon and/or MathEcon, permanently erase the Programs and all related files and data from all computers to which this Agreement relates. The WinEcon Consortium will not be liable to refund any part of the licence fee if this Agreement is terminated.

(c) Clause 9 will survive the termination of this Agreement.

12 PERFORMANCE

The WinEcon Consortium may appoint third parties to perform its obligations under this Agreement.

13 ASSIGNMENT

You may not assign, transfer, encumber, mortgage or licence this Agreement or any of your rights, benefits or obligations under it without the prior written consent of the WinEcon Consortium. The WinEcon Consortium may assign or transfer any of its rights, benefits or obligations under this Agreement to any other person.

14 WAIVER

Failure or neglect by either party to enforce at any time any of the provisions of this Agreement is not to be construed or deemed to be a waiver of that party's rights under this Agreement.

15 GOVERNING LAW

This Agreement is governed by and to be construed in accordance with the laws of England. Any disputes concerning this Agreement are to be resolved by the Courts or other tribunals or processes applicable in England.

16 INTERPRETATION

(a) This document contains the entire understanding between the parties as to the licence of WinEcon and/or MathEcon;

(b) The expiration or termination of this Agreement does not affect the rights of either party against the other in respect of:

(i) anything done or omitted to be done under this Agreement prior to the expiration or termination; or

(ii) any sums or other claims outstanding at the time of expiration or termination.

(c) Every provision of this Agreement is severable from the others and the severance of a provision will not affect any other provision.

(d) A reference to a person includes a reference to a firm, corporation or other corporate body.