Under this Agreement Croner Group Limited trading as Croner Simply Personnel has agreed to provide the Licensee (as identified in the Order Schedule) with the product(s) and/or services as detailed in the Order Schedule under the terms and conditions detailed below.

1. DEFINITIONS
1.1. In this Agreement the following phrases shall have the following meanings:
“Annual Support Fee” means the annual support fee (if any) set out in the Order Schedule.
“Concurrent Users” means those employees of the Licensee to whom the Licensee has granted access from time to time to the Programme and who are at any one time logged onto the Programme.
“Consultancy Fee” means the Consultancy Fee (if any) set out in the Order Schedule.
“Number of Employees” means the maximum number of live employee records which may be used with the Programme. An employee who has been marked as a leaver is not a live employee record.
“Documentation” means the user manuals and other documents relating to the Programme supplied by the Licensor to the Licensee.
“Employment Documents” means the employment documents (if any) named in the Order Schedule.
“Employment Documents Fee” means the fee payable by the Licensee for the supply of the Employment Documents (if any) as set out in the Order Schedule.
“Initial Licence Fee” means the initial licence fee for the Programme (if any) set out in the Order Schedule.
“Intellectual Property Rights” means copyright and related rights, rights in computer software, design rights, trade marks, database rights, patents, trade secrets, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, 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 (as relevant) the Initial Licence Fee, the Annual Support Fee and/or the Consultancy Fee set out in the Order Schedule.
“Licensee” means the Licensee identified in the Order Schedule.
“Licensor” means Croner Group Limited trading as Croner Simply Personnel together with its successors and assignees.
“Maintenance Schedule” means the maintenance schedule attached to this Agreement.
“Maintenance Services” means the maintenance services set out in the Maintenance Schedule.
“Order Schedule” means the order schedule attached to this Agreement.
“Other Services” means all services (other than Training Services and Maintenance Services) (if any) named in the Order Schedule.
“Other Services Fees” means all fees (if any) set out in the Order Schedule for the provision of Other Services.
“Programme” means the object code of the computer programme(s) named in the Order Schedule (if any) including any enhancements and additions to it issued to the Licensee by the Licensor during the Licence Period.
“Specified Number of Concurrent Users” means the number of Concurrent Users specified in the Order Schedule.
“Training Services” means the training services (if any) named in the Order Schedule.
“Training Fees” means the training fee (if any) set out in the Order Schedule.

2. LICENCE AND DOCUMENTATION
2.1. Where the Order Schedule names any Programme, then:
2.1.1. In consideration for the payment of the Licence Fees by the Licensee to the Licensor, the Licensor hereby grants to the Licensee only (on and subject to the terms and conditions of this Agreement) a non-exclusive, non-transferable limited licence for the Specified Number of Concurrent Users to use the Programme and the Documentation for the sole purpose of processing the Licensee’s data for the normal internal business purposes of the Licensee but not so as to exceed the Number of Employees.
2.1.2. Except for the purposes of interoperability (as defined in Section 50B of the Copyright, Designs and Patents Act 1988) or as otherwise required to be permitted by law, the Licensee shall not disassemble, decompile or reverse engineer the Programme. Information necessary to achieve the interoperability of the Programme with other programmes is available from the Licensor for a nominal fee.
2.1.3. The Licensor shall supply the Licensee with 1 (one) copy of the Documentation in either printed or electronic form. At the request of the Licensee the Licensor shall provide additional copies of the Documentation at its then current standard charges.
2.1.4. The Licensee may make a reasonable number of back up copies of the Programme. Other than that the Licensee may not copy, adapt or modify the Programme (in whole or in part) except to the extent required to be permitted by law or as expressly provided for in this Agreement.
2.1.5. The Licensee may not vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Programme and/or Documentation and the Licensee will supervise and control the use of the Programme such that it will ensure that the Programme is used by the Licensee’s employees and representatives only in accordance with the terms and conditions of this Agreement.
2.1.6. The Licensee may not (without the prior written consent of the Licensor which may be withheld at its absolute discretion) licence, sub-license, sell, supply, rent, lease, pledge, resell, transfer, assign, distribute or otherwise dispose of or commercially exploit in any way or make available (other than to the Licensee’s employees and representatives for the sole purpose of processing the Licensee’s data for the normal internal business purposes of the Licensee, on terms that they observe and comply with these terms and conditions) or grant any other right to any third party (including by way of charge, lien or other encumbrance) in respect of (a) the Programme or any part thereof; (b) the Documentation or any part thereof; or (c) the licence granted in this Agreement. The Licensee also agrees not to allow access to the Programme to anyone but Concurrent Users up to the Specified Number of Concurrent Users.
2.2. Where the Order Schedule names any Employment Documents, then:
2.2.1. In consideration for the payment of the Employment Documents Fee, the Licensor hereby grants to the Licensee only (on and subject to the terms and conditions of this Agreement) a non-exclusive, non-transferable limited licence to use the Employment Documents in perpetuity for the sole purpose of the Licensee’s normal internal business purposes.
2.2.2. The Licensee may not (without the prior written consent of the Licensor which may be withheld at its absolute discretion) licence, sub-license, sell, supply, rent, lease, pledge, resell, transfer, assign, distribute or otherwise dispose of or commercially exploit in any way or make available (other than to the Licensee’s employees and representatives for the sole purpose of the normal internal business purposes of the Licensee, on terms that they observe and comply with these terms and conditions) or grant any other right to any third party (including by way of charge, lien or other encumbrance) in respect of the Employment Documents or any part thereof.

3. LICENCE FEES AND PAYMENT
3.1. Any Licence Fees, Training Fees, Other Services Fees and Employment Documents Fees that are payable shall be invoiced and (unless expressly stated otherwise in the Order Schedule) 100% paid in full by the Licensee upon signature of this Agreement.
3.2. The Licence Fees, Training Fees, Other Services Fees and Employment Documents Fees exclude VAT, which is payable in addition by the Licensee.
3.3 Should circumstances mean that you have to cancel your training, the following charges will apply:
• 7 calendar days’ or more prior to training date – no charge
• Less than 7 calendar days’ prior to training date – 50% charge
NB Cancellation must be made in writing and received by Croner Simply Personnel by the time period specified above.

4. LICENSOR’S OBLIGATIONS
4.1. Where the Order Schedule names any Programme, then the Licensor will provide the Licensee with details to enable the Licensee to obtain a copy of the Programme via the internet by downloading it remotely from the Licensor’s server.
4.2. Where the Order Schedule names any Employment Documents then the Licensor will provide these to the Licensee.
4.3. Where the Order Schedule provides for Maintenance Services, Training Services and/or Other Services, then the Licensor will provide these to the Licensee.

5. AUDIT
5.1. The Licensee agrees that the Licensor shall have the right to have access to any premises and to any computer equipment located there for the purposes of inspecting and auditing any computer equipment and system on which any Programme is installed in order to verify compliance with the terms and conditions of this Agreement, provided that the Licensor provides reasonable advance notice to the Licensee of such inspections, which shall take place at reasonable times.

6. WARRANTIES
6.1. Subject to the other terms of this agreement, the Licensor warrants that, provided the Programme is operated in accordance with the Licensor’s instructions, the Programme will perform in all material respects in accordance with any Documentation existing at the date of the Programme’s delivery to the Licensee and which is provided by the Licensor to the Licensee. The period of this limited warranty is 90 days from the date of delivery of the Programme to the Licensee.
6.2. If, within the warranty period, the Licensee notifies the Licensor in writing of any defect or fault in the Programme in consequence of which it fails to perform in all material respects in accordance with the said Documentation (and such defect or fault does not result from the Licensee, or anyone acting with the authority of the Licensee, having amended the Programme or used it outside the terms of this Agreement, for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Licensor), the Licensor shall, at the Licensor’s option, do one of the following:
6.3. repair the Programme; or
6.4. replace the Programme; or
6.5. terminate this Agreement and licence immediately by notice in writing to the Licensee and refund any of the Licence Fees paid by the Licensee as at the date of termination (less a reasonable sum in respect of the Licensee’s use of the Programme to the date of termination) on return of the Programme and all copies thereof; provided the Licensee provides all the information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to re-create the defect or fault. The provisions of this sub-clause 6.2 shall constitute the sole remedy of the Licensee.
6.6. In no event shall the Licensor be liable for operational difficulties caused by or arising from the integration of the Programme with any third party equipment or software or any modifications or additions not undertaken by the Licensor, or caused by any abuse, corruption or incorrect use of the Programme, including, without limitation, use of the Programme with hardware and/or software which is incompatible with the Programme. Nor will the Licensor be liable if the Programme fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Programme not undertaken by the Licensor.
6.7. The Licensor does not represent nor does it give any warranty, guarantee or undertaking of any kind that the Programme is free from all bugs, errors or mistakes, or that it will meet the Licensee’s requirements and it is the responsibility of the Licensee to ensure that the Programme will meet the Licensee’s requirements.
6.8. The Licensor has taken all reasonable steps to ensure that the terms and provisions of Employment Documents are accurate and legally effective. The Licensor does not however provide legal advice and does not hold itself out as doing so. The Licensor provides no warranty as to the suitability, appropriateness or enforceability of the Employment Documents for the purpose(s) for which the Licensee intends to use it/them and the Licensor will not and cannot assume any liability whatsoever or howsoever caused arising from the use of or reliance on the Employment Documents. If the Licensee is in any doubt as to the suitability, appropriateness or enforceability of any Employment Document for specific circumstances the Licensee should seek specific legal advice. None of the contents of the Employment Documents or any other documents or information provided by the Licensor constitute legal advice and should not be relied on as such. The Licensor has no control over the purposes for which the Employment Documents will be used and the ways in which they might be amended or adapted and therefore gives no warranty whatsoever in respect of the use of the Employment Documents and accepts no liability for any loss whatsoever, or howsoever caused, as a result of any use of or reliance on the Employment Documents.
6.9. The Licensor will provide the Training Services, Other Services and Maintenance Services (as relevant) using reasonable care and skill.
6.10. The terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings, representations and obligations (including, but not limited to, any implied warranty as to satisfactory quality or fitness for a particular purpose) express or implied by statute, common law, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

7. INTELLECTUAL PROPERTY RIGHTS
7.1. The Intellectual Property Rights in the Programme, Documentation and Employment Documents are and shall remain the property of the Licensor and the Licensee acknowledges that it shall gain no title right or interest in the Programme, Documentation or Employment Documents by virtue of this Agreement (other than in accordance with and pursuant to and subject to the express written terms and conditions set out in this Agreement).

8. MAINTENANCE
8.1. Where the Order Schedule provides for Maintenance Services to be provided, then:-
8.2. The Licensor shall provide to the Licensee the Maintenance Services commencing from delivery of the Programme to the Licensee for the period specified in the Order Schedule.
8.3. The Maintenance Services do not extend to any defects or errors resulting from any modifications, additions, variations or enhancements made to the Programme by or on behalf of the Licensee without the Licensor’s consent or resulting from incorrect use, abuse or corruption of the Programme.
8.4. Provision of the Maintenance Services does not imply any guarantee that the Licensor will be able to assist the Licensee in achieving any results which are not technically possible.
8.5. Any support and maintenance services which are outside the scope of this Agreement will, at the Licensee’s request and the Licensor’s option, be provided by the at the Licensor’s then standard rates.
8.6. The Licenser reserves the right to increase the annual support fee by a nominal amount each year.

9. OUR LIABILITY
9.1. Notwithstanding any other clause of this Agreement, neither party excludes or reduces its liability under or in connection with this Agreement to the extent that it arises in respect of any of the following matters:
9.2. for death or personal injury resulting from negligence proved against either party;
9.3. for fraud or fraudulent misrepresentation; nor
9.4. for any other matter for which it would be unlawful for either party to exclude or limit or attempt to exclude or limit its liability.
9.5. Subject to sub clause 9.1, neither party shall have any liability to the other party (howsoever rising, including any liability in tort) under or in connection with this Agreement for any:
9.6. loss of profits, loss of the use of money or anticipated savings;
9.7. loss of revenue;
9.8. business interruption;
9.9. loss of or damage to reputation or goodwill;
9.10. loss of opportunity or contracts;
9.11. wasted management or other staff time;
9.12. losses or liabilities under or in relation to any other contract; or
9.13. loss of, damage to or corruption of data or information.
9.14. in each case whether direct, indirect, special and/or consequential loss or damage; or
9.15. for any other indirect, special and/or consequential loss or damage of any kind.
9.16. Subject to sub-clause 9.1, the Licensor’s maximum aggregate liability in contract, tort (including for negligence), misrepresentation and/or otherwise howsoever arising under or in connection with this Agreement (including all losses, liabilities, claims, actions, demands, proceedings, damages, costs, charges and expenses in respect thereof or in relation thereto) shall be limited to the total funds paid by the Licensee to the Licensor in respect of the (as relevant) Programme, Maintenance Services, Training Services, Other Services and/or Employment Documents giving rise to such liability.
9.17. The Licensee agrees that it has read and understood this clause 9.
9.18. In case of any conflict between this clause 9 and any other clause of this Agreement, the provisions of this clause 9 shall prevail.
9.19. For the avoidance of any doubt, this clause 9 shall remain in full force and effect notwithstanding the termination, repudiation or expiry of this Agreement.

10. TERMINATION
10.1. All licences granted to the Licensee pursuant to this Agreement in relation to a Programme will, at the Licensor’s option, terminate automatically if the Licensee breaches any of the terms and conditions set out in this Agreement in relation to that Programme, in which case the Licensee shall immediately destroy or return to the Licensor (at the Licensor’s option) all copies of that Programme and Documentation which are then in its possession, custody or control and, in the case of destruction, certify to the Licensee that it has done so.
10.2. All obligations on the part of the Licensor to provide any Maintenance Services, Training Services and/or Other Services (as relevant) shall, at the Licensor’s option, cease automatically and permanently if the Licensee breaches any of the terms and conditions set out in this Agreement in relation to those services and the Licensor shall not be obliged to refund to the Licensee any part of the Annual Support Fee, Training Fees and/or (as relevant) Other Services Fees in relation to those services.
10.3. Termination, repudiation or expiry of all or any part of this Agreement will be without prejudice to any accrued rights of either party and will not affect obligations which are expressed not to be affected by repudiation, expiry or termination of this Agreement.
10.4. If, at any time, the Licensee wishes to terminate the provision of any Maintenance Services then the Licensee shall give the Licensor at least one (1) month’s notice in writing but the Licensor shall not be obliged to refund to the Licensee any part of the Annual Support Fee, which is paid annually in advance and is non-refundable.

11. FORCE MAJEURE
11.1. The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that are caused by events outside its reasonable control (Force Majeure Event).
11.2. A Force Majeure Event includes in particular (but without limitation) the following:
11.3. Strikes, lock-outs or other industrial action;
11.4. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
11.5. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster or Act of God;
11.6. Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
11.7. Impossibility of the use of public or private telecommunications networks;
11.8. The acts, decrees, legislation, regulations or restrictions of any government; and
11.9. The non-delivery or late delivery of products or services to us by third parties.
11.10. The Licensor’s performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues and the Licensor will have an extension of time for performance for the duration of that period.

12. NOTICES
12.1. All notices given by the Licensee to the Licensor must be given to Croner Group Limited trading as Croner Simply Personnel registered in England & Wales, No. 8654528, VAT Number 173 1676 02. Registered Office: Croner House, Wheatfield Way, Hinckley, Leicestershire, LE10 1YG or to support@simplypersonnel.co.uk. The Licensor may give notice to the Licensee at either the e-mail or postal address provided to the Licensor when placing an order. Notice will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

13. ASSIGNMENT
13.1. The Licensor may sub-licence, transfer, assign, sub-contract, charge or otherwise dispose of any of its rights or obligations under this Agreement, provided it gives written notice to the Licensee of the same.
13.2. The Licensee may not sub-licence, transfer, assign, sub-contract, charge or otherwise dispose of any of its rights or obligations under this Agreement.

14. WAIVER
14.1. If the Licensor fails at any time to insist upon strict performance of any of the Licensee’s obligations under any of these terms and conditions, or if it fails to exercise any of the rights or remedies to which it is entitled under them, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.
14.2. A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.
14.3. No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Licensee in writing in accordance with clause 12.

15. SEVERABILITY
15.1. If any of these terms and conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term or condition will to that extent be severed from the remaining terms and conditions which will continue to be valid to the fullest extent permitted by law.

16. ENTIRE AGREEMENT
16.1. This document contains and constitutes the entire understanding and agreement between the parties in connection with and about the subject matter of this Agreement and supersedes all earlier and other agreements and understandings between them and all earlier representations by any party about such subject matter. Any prior representations, warranties, statements and assurances which are not expressly set out in this Agreement will not be of any effect.
16.2. Each party warrants that there is no representation, warranty, promise, term, condition, obligation or statement upon which they have relied in entering into this Agreement and which is not expressly set out in this Agreement and no such representation, warranty, promise, obligation, statement or any other term or condition is to be implied in it whether by virtue of any usage or course of dealing or otherwise (including, subject to sub-clause 9.1, by statute or common law) except as expressly set out in this Agreement.
16.3. If a party has given any representation, warranty, promise or statement then (except to the extent that it has been set out in this Agreement) the party to whom it is given waives any rights or remedies which it may have in respect of it.
16.4. This clause shall not exclude the liability of a party for fraud or fraudulent misrepresentation or concealment or any resulting right to rescind this Agreement.

17. AMENDMENT
17.1. This Agreement may not be amended, modified, varied or supplemented except in writing signed by or on behalf of the Licensor and the Licensee.

18. THIRD PARTY RIGHTS
18.1. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this licence. This Agreement does not create any right enforceable by any person who is not a party to it under the Contracts (Rights of Third Parties) Act 1999.

19. LAW AND JURISDICTION
19.1. This agreement shall be governed in all respects by and be construed in accordance with English law (including all non-contractual disputes or claims arising out of the subject matter of this Agreement). Any claim or dispute arising from or related to this Agreement (including its enforcement or its termination) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales and the parties hereby irrevocably submit to the jurisdiction of these courts.

MAINTENANCE SCHEDULE

1. The Maintenance Services relate only to the Programme and comprise and are limited to the following:
2. Fault diagnosis and where feasible recommendations for correction, following the reporting of any problem relating to the Programme by telephone by the Licensee to the Licensor.
3. The Licensor undertakes to investigate the problem within 2 working hours of receiving the Licensee’s call. When the Licensor has diagnosed the fault, it will give an estimate to the Licensee how long this fault may take to correct, and will keep the Licensee informed of progress on the investigation of the problem from time to time.
The Licensor will classify any problem as a Priority 1 – Full System Down – The entire system is unavailable or un-useable. All users are affected. Priority 2 – Major Error – System is unavailable to one or more users, or a major area of functionality is functioning incorrectly. Priority 3 – Minor Error – A bug has appeared which is causing minor annoyance or the client requires clarification or guidance with using the system. Priority 4 – Client Query – The client reports a feature they would like to see in the product or reports an area of the system which is behaving as expected but require clarification.

Priority 1: The Licensor will endeavour to generate a fix for incorporation in the next patch release of the Programme, and will send the patch release to the Licensee as soon as possible. Where feasible, the Licensor may provide a temporary workaround to the Licensee. Target time one working day.
Priority 2: The Licensor may generate a fix for incorporation in the next major release of the Programme. Where feasible, the Licensor may provide a temporary workaround to the licensee. Target time two working days.
Priority 3: The licensor will endeavor to provide guidance. Target time four working days.
Priority 4: The licensor will endeavor to provide feedback when available. No target time.
4. Diagnosis and solution of operational problems will be carried out remotely.
5. Telephone support on the routine use and operation of the Programme.
6. Telephone advice and assistance on user procedures and on ideas and methods intended to assist the Licensee in obtaining the best possible use from the Programme.
7. One copy of any new version of the Programme released by the Licensor, including related documentation if appropriate.
8. Notification (either in writing or via e-mail or by publication on the website www.simplypersonnel.co.uk) of all major problems and errors experienced by the Licensor and its customers with the Programme which relate to its user base generally.