TERMS AND CONDITIONS of sale of EISCD


1. TERMS OF CUSTOMER LICENCE

1.1
GWS grants the Customer and the Customer accept a non-exclusive, non-transferable, terminable licence personal to the Customer to use the EISCD in accordance with the terms and conditions set out herein.
1.2
As between the Customer and GWS, all copies of the Extract supplied by GWS shall be the property of VocaLink and except as provided by the Customer licence (and s.296A of the Copyright Designs and Patents Act 1988) the Customer shall have no rights to copy, modify, develop or adapt the Extract or to use, sell, dispose of or transfer the Extract or any copies thereof in the possession of the Customer.
1.3
GWS grants the Customer a royalty-free fully paid-up licence without limit of time to use the Extract solely for use in connection with the UK Clearing Services and to make one copy of the Extract for backup purposes only provided that the Customer licence shall not give the Customer any rights to copy and or use the Extract other than for the purpose in relation to which it was supplied.
1.4
The Customer shall keep confidential and shall not be entitled to disclose the Extract to any third party. All copies of the Extract shall remain the property of VocaLink and upon the Customer ceasing to use the Extract, the Customer shall return to GWS the said copies. For the avoidance of doubt the Customer shall not be entitled to sell, loan or in any other way dispose of the said copies to any third parties.
1.5
All Extracts and related data licensed to the Customer are provided in an "as is" state. No warranty or indemnity of any kind whatsoever is given by GWS in respect of the Extract and all conditions and warranties expressed or implied or otherwise are hereby expressly excluded to the fullest extent permitted by law.
1.6
Upon notification by VocaLink Limited to the Customer that the licence agreement between VocaLink Limited and GWS has been terminated, GWS's rights and obligations under the Customer licence shall automatically be assigned forthwith to VocaLink Limited who shall thereupon be deemed a party to the Customer licence and all rights and obligations there under shall be directly enforceable by or against VocaLink Limited as the case may be.
1.7
The Customer acknowledges that VocaLink and its officers, employees, agents and licensors have no liability to it whatsoever in connection with the Customer licence or the Customer's use of the EISCD database.
1.8
The Customer acknowledges that all intellectual property rights including but not limited to copyright and other intellectual property rights in the EISCD Database are owned by VocaLink and that all intellectual property rights in the Sorting Code, Sorting Code Data, and the Sorting Code Directory are owned by AAL.
1.9
No title or rights of ownership, copyright or any other intellectual property rights in the EISCD Database, Sorting Code, Sorting Code Data and the Sorting Code Directory are or will be transferred to the Customer.
1.10
The Customer will ensure that all of its relevant employees are advised that the EISCD Database and all intellectual property rights in it are the property of VocaLink and the Customer will use all reasonable endeavours to ensure that its employees comply with all of the terms and conditions of the Customer licence.
1.11 
The Customer shall ensure that all copies of the EISCD Database and of any manuals made by the Customer will incorporate a notice in the form set out in the relevant Schedule hereto indicating that copyright in the EISCD Database and any related manuals is vested in VocaLink. In the case of any manuals, each manual must also contain a similar disclaimer.

2 TITLE AND COPYRIGHT

2.1
GWS acknowledges that all property rights including but not limited to copyright and intellectual property rights in Sorting Code, Sorting Code Data and the EISCD Database are owned by AAL
2.2
No title or rights of ownership, copyright or any other intellectual property rights in the EISCD Database, Sorting Code, Sorting Code Data and the Sorting Code Directory are or will be transferred to GWS or the Customer.

3 LIMITATION OF LIABILITY

3.1
The express terms of this Licence are in lieu of all warranties, conditions, undertakings, terms and obligations 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.
3.2
The Customer shall use the database at the Customer's own risk and GWS shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Database, and its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
3.3
The Customer acknowledge that the Directory is compiled and made available to GWS by VocaLink. Accordingly, GWS gives no warranty as to the accuracy of any data supplied or the suitability of the data for the Customer's purposes. The Customer shall use the Directory and any data at the Customer's own risk and GWS shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Licence, the Directory or any data, and its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
3.4
If GWS is found by a court of competent jurisdiction to be liable to the Customer under this Licence, its liability shall be limited to an amount equal to the Purchase Cost paid by the Customer under this Licence.
3.5
Nothing in this Licence shall apply to the extent that it excludes or limits GWS's liability for fraudulent misrepresentation or for death or personal injury due to its negligence.

4 PRICE AND PAYMENT

4.1
The Price shall be that in GWS's current List Price, or such other price as the parties may agree in writing. The Price is exclusive of VAT.
4.2
Payment of the Price and VAT and any other applicable costs shall be due within 30 days of the date of receipt of the invoice supplied by GWS.
4.3
Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 2.00% per annum above the base rate of the Bank of England from time to time in force compounded quarterly.
4.4
GWS does not offer a refund after purchase. Buyer can thoroughly test the database online prior to purchase, and GWS strongly encourages use of the online demo along with the Customer’s requests for extended testing. GWS does not offer partial purchases. Only the complete database is available to the Customer for purchase.

5 GENERAL

5.1
No forbearance, delay or indulgence by either party in enforcing the provisions of this Licence shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
5.2
GWS may enforce any provision of the Licence subject to and in accordance with the Contracts (Right s of Third Parties) Act 1999.
5.3
Subject to Clause 5.2 above a person who is not a party to this Licence has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any term of this Licence but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
5.4
This licence shall be governed by and construed in accordance with the laws of England and Wales and the Customer agree to submit to the non-exclusive jurisdiction of the English courts.

6 DEFINITIONS

6.1
“Customer” means the organisation or person who buys or agrees to buy a licence to use the EISCD database;
6.2
“GWS” means GW Solutions LTD of Asen Zlatarov 16, Plovdiv 4000, registered in Bulgaria, company number 201793517;
6.3
“Terms and Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Distributor;
6.4
“Customer Licence” means the licence granted by the Distributor to a customer allowing it to use the EISCD Database;
6.5
“VocaLink” means VocaLink Limited of Drake House, 2 Rivers Court, homestead Road, Rickmansworth, WD3 1FX, registered in England, company number 6119048;
6.6
“APACS” is the Association for Payment Clearing Services of Mercury House, Trindon Court, 14 Finsbury Square, London. EC2A 1BR;
6.7
“AAL” is APACS (Administration) Limited, a company incorporated in England and Wales under registration number 1935025, the registered office of which is at 4 th Floor, Mercury House, Triton Court, 14 Finsbury Square, London EC2A 1LQ.
6.8
“EISCD Database” means the VocaLink product by that name, consisting of a copy of a computer file of data relating to sort codes of financial institutions participating in UK Clearing Services or any other data taken from the computer file of EISCD and incorporated into any computer file or produced or created by the Customer;
6.9
“EISCD” means the Industry Sorting Code Directory;
6.10 
“Sorting Code” means the code numbers issued from time to time by APACS for use in payment clearings operated by its members under the auspices of the Association;
6.11 
“Sorting Code Data” means the information that constitutes a sort code.