TERMS AND CONDITIONS
of sale of ISCD
 
1 TERMS OF CUSTOMER LICENCE
1.1

Unified Software grants you and you accept a non-exclusive, non-transferable, terminable licence personal to you to use the ISCD in accordance with the terms and conditions set out herein.

1.2 As between the Customer and Unified Software, all copies of the Extract supplied by Unified Software 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 Unified Software 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 Unified Software 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 Unified Software 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 Unified Software has been terminated, Unified Software'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 ISCD database.

1.8

The Customer acknowledges that all intellectual property rights including but not limited to copyright and other intellectual property rights in the ISCD 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 ISCD 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 ISCD 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 ISCD 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 ISCD Database and any related manuals is vested in VocaLink. In the case of any manuals, each manual must also contain a similar disclaimer.

1.12

Unified Software has a non exclusive licence to distribute and sell the ISCD within the UK only. Unified Software shall not distribute and sell the ISCD to customers who are not registered within the UK.

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2 TITLE AND COPYRIGHT
2.1

Unified Software acknowledges that all property rights including but not limited to copyright and intellectual property rights in Sorting Code, Sorting Code Data and the ISCD Database are owned by AAL

2.2

No title or rights of ownership, copyright or any other intellectual property rights in the ISCD Database, Sorting Code, Sorting Code Data and the Sorting Code Directory are or will be transferred to Unified Software or the Customer.

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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

You shall use the database at your own risk and Unified Software shall not be liable to you 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

You acknowledge that the Directory is compiled and made available to Unified Software by VocaLink. Accordingly, Unified Software gives no warranty as to the accuracy of any data supplied or the suitability of the data for your purposes. You shall use the Directory and any data at your own risk and Unified Software shall not be liable to you 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 Unified Software is found by a court of competent jurisdiction to be liable to you under this Licence, its liability shall be limited to an amount equal to the Purchase Cost paid by you under this Licence.

3.5

Nothing in this Licence shall apply to the extent that it excludes or limits Unified Software's liability for fraudulent misrepresentation or for death or personal injury due to its negligence.

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4 PRICE AND PAYMENT
4.1

The Price shall be that in Unified Software'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 Unified Software.

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.

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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

Unified Software 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 you agree to submit to the non-exclusive jurisdiction of the English courts.

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6 DEFINITIONS
6.1

“Customer” means the organisation or person who buys or agrees to buy a licence to use the ISCD database;

6.2

“Unified Software” means Unified Software Limited of Evolve Business Centre, Cygnet Way, Rainton Bridge South Business Park, Tyne + Wear. DH4 5QY, registered in England, company number 4764605;

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 ISCD 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

“ISCD 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 ISCD and incorporated into any computer file or produced or created by the Customer;

6.9

“ISCD” 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.

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