ISData Ltd (UK Company Number 03757850) of 14 The Knoll, Hempstead, Holt NR25 6TJ United Kingdom grants and you accept a licence ('Licence') to use this Software on the terms of this agreement ('Agreement'):

1. Definitions
   'Software' means software, software components, patches or upgrades, data and data models.
   'Licence Period' means the agreed duration of the Licence.
   'Working Hours' means 9am to 5pm GMT Monday to Friday excluding public holidays.

2. This Software including accompanying documentation is licensed and not sold to you. This Software is owned by us and is protected by copyright law, and we reserve ownership of all Intellectual Property Rights in it, and all rights other than those expressly granted by this Agreement.

3. Subject to payment of the Licence fee, we grant to you a non-transferable and non-exclusive licence to install and use one copy of this Software (or the number of copies stated in the sales invoice or registration document) on a standalone personal computer or workstation (other than such a computer functioning as a server) for your own use for the purpose of management of the duties of Special Educational Needs Co-ordinator for your school.

4. If you later upgrade the Software this Licence will be transferred to the upgraded version; all copies of the superseded parts of the Software to which this Licence relates must then be destroyed.

5. You warrant to us that you have not been induced to enter into this Agreement by any prior representations or warranties, whether oral or in writing, except as specifically contained in this Agreement and you hereby irrevocably and unconditionally waive any right you may have to claim damages for any misrepresentation not contained in this Agreement or for breach of any warranty not contained in it (unless such misrepresentation or warranty was made fraudulently and was relied upon by you) and/or to rescind this Agreement.

6. During the Licence Period you are entitled to a reasonable amount of free e-mail support for matters directly related to the use of this Software from support@sendiary.co.uk during Working Hours. Any support that is considered unreasonable will be charged to you at a mutually-agreed rate. Any determination as to whether a free support request is reasonable shall be made by us in our sole and absolute discretion.

7. This Agreement and licence is personal to you for use in association with only your school or other similar establishment; you may not copy, rent, lease, assign or otherwise distribute or part with the Software or any accompanying documentation. You must take reasonable steps to protect the Software from unauthorised copying, publication, disclosure or distribution. This Agreement may not be assigned, sub-licensed or otherwise transferred without the prior written consent of the Licensor.

8. You may not modify the Software. You may not disassemble, decompile, or reverse engineer the Software, or otherwise attempt to discover the source code of the Software, except as expressly permitted by Law. Decompilation is permissible by Law where:
   • It is essential in order to achieve operability of the Software with another software program, and

   • You have first requested us to provide the information necessary to achieve such operability, and we have refused or failed without reasonable cause to comply with such request. Any such requests should be directed to ISData Ltd at admin@isdata.co.uk. We have the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by us or obtained by you as permitted hereunder may only be used by you for the purpose provided by Law, and may not be disclosed to any third party, or used to create any software which is substantially similar to the expression of the Software.

   • Nothing in this Licence shall be construed as preventing you from any lawfully permitted inspection of the operation of the Software for the purposes of discovering its ideas and concepts. Acts in excess of those permitted by Law are not permissible.

   • You are warned that any attempt to disassemble, decompile, or reverse engineer or in any other way to circumvent the permitted use of the Software may have irreversible effects and cause the Software to cease to function properly.

9. You agree that you are the best judge of the importance of your data and that you will be solely responsible for obtaining insurance cover if that is appropriate to you and/or backup procedures for your own benefit and to ensure that data integrity can be maintained in the event of loss or unavailability of data for any reason. We disclaim liability for any reason for the loss or destruction impairment non availability or reduced availability of data used with or by the Software and you indemnify us against any third party claims arising from matters in relation to data integrity.

10. We may terminate the Licence forthwith on giving notice in writing to you if a) you commit any material breach of any term of this Agreement and fail to remedy the breach, where that is possible, within 30 days of our complaint made to you by notice; or b) you have a receiver or administrative receiver appointed over any part of your undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Licensee shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order or shall cease to carry on business.

• Any obligations of confidentiality shall survive the termination of this Agreement.

• Forthwith upon the termination of the Licence you will return to us the Software and all copies of the whole or any part thereof or, if requested by us, shall destroy the same (in the case of the Software by erasing it from the media or systems on which they are stored) and certify in writing to us that they have been destroyed.

• Any termination of the Licence or this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. For the avoidance of doubt, there shall be no refund of any element of the Licence fee by reason of any termination by the Licensee.

• The Licence shall terminate at the end of the Licence Period or as expressly provided in this Termination Clause.

11. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. You acknowledge that it is not technically practicable to guarantee software to be error-free, and you agree that if any such errors are found to exist they shall not constitute a breach of this Agreement. You accept that the Software was not produced to meet your requirements and that it is exclusively for you to ensure that it meets your requirements. We do not warrant that the Software will conform to any description of its capabilities or function. We provide no warranty that the Software does not infringe the patents copyright trademarks or any other intellectual property rights of third parties. Save for fraud malfeasance misrepresentation or any other liability which cannot be limited or excluded by law in no event will we be liable for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings, even if we have been advised of the possibility of such loss. We shall not be liable for a) the loss inadequacy or non-existence of any benefits or advantages whatsoever from using the Software, or b) the costs or losses relating to the repair replacement or augmentation of the Software in the event of any breach of the Agreement or c) any costs or losses arising due to personnel needed due to the operation of the Software and d) damage costs or losses occurring as a result of any defect in the Software including but not limited to design flaws or inadequacies, security defects, bugs or implementation flaws. If any exclusion contained in this Agreement shall be held to be invalid for any reason and we become liable for loss or damage that may lawfully be limited, such liability shall be limited to the licence fee paid by you for the Software. We do not exclude liability for death or personal injury to the extent only that it arises as a result of our negligence or that of our employees, agents or authorised representatives.

12. The parties confirm their intent under the Contracts (Rights of Third Parties) Act 1999 not to confer any rights on any third parties by virtue of this Agreement.

13. Upgrades (including bug fixes and minor enhancements) will be offered as and when available for free download from the web site www.sendiary.co.uk about which you will be notified by e-mail unless you specifically request not to be so notified.

14. You acknowledge that these terms supersede all prior agreements, and are complete and exclusive. No oral or written information given by us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this warranty in any way, and you may not rely on any such advice. Nothing in this clause shall affect any liability for fraudulent misrepresentation.

15. All notices which are required to be given shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this clause. Any such notice may be delivered personally or by email or first class pre-paid letter or facsimile transmission and shall be deemed to have been served when delivered if given by hand or email, if by first-class post 48 hours after posting and if by facsimile transmission when despatched.

16. If any provision or part of a provision in this Agreement shall be determined to be invalid, such provision or part of a provision shall be deemed omitted; the remainder of this Agreement shall remain in full force and effect.

17. This Licence shall be governed by the laws of England and Wales and you irrevocably submit for all purposes in connection with this Agreement to the exclusive jurisdiction of the English Courts.