Software Licence Terms

Schedule

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When these terms apply

These terms apply whenever Wyvern delivers software a client will keep using, whether or not a separate agreement is signed. They sit alongside the Terms of Engagement, which prevail on fees, liability and confidentiality.

If the Terms of Engagement and these licence terms conflict, the Terms of Engagement win.

1. What you get

1.1 Wyvern grants you a perpetual, non-exclusive, royalty-free licence to use the software named in the Schedule for your own internal business purposes.

1.2 The licence survives the end of the engagement and is not conditional on any further payment. If we stop working together, you keep using it.

1.3 The licence covers the people named as permitted users in the Schedule.

1.4 You may modify the software, or have someone else modify it, for your own use. If you do, we are not responsible for the modified version, and support (if any) does not cover it.

2. What you do not get

2.1 Ownership. Wyvern owns the software, its source code, architecture, methods, data model and supporting tooling, along with any improvements.

2.2 The right to sublicense, resell or distribute it, or to make it available to anyone outside your organisation.

2.3 Exclusivity. Wyvern may licence the same or similar software to others, including to businesses like yours, provided it does not use or disclose your confidential information, your customers’ information, or anything specific to how you communicate with your customers.

3. What is yours

3.1 Your data stays yours. Everything you put into the software, and everything it produces about your business, belongs to you.

3.2 Your configuration is yours. The wording, templates, business rules and settings that describe how your business operates are yours, and you keep them whether or not you keep the software.

3.3 You can get it out. On request we will export your data in a common, readable format. There is no charge for this, and no charge for doing it on the way out the door.

4. What it does and does not promise

4.1 The software is provided as it is at delivery. We do not warrant that it is free of faults, or that it will meet a purpose beyond what the Schedule describes.

4.2 Where the software prepares drafts, extracts or analyses for a person to review, that review is yours to do. Clause 5 of the Terms of Engagement applies, and matters: if something designed to be checked goes out unchecked, that is not on us.

4.3 The software depends on third-party services, file formats and systems outside our control. If a supplier changes something and the software breaks, that is not a defect, though we will tell you and quote to fix it.

4.4 Where the Schedule includes support or maintenance, that agreement says what is covered. Where it does not, none is included, and work to fix, change or update the software is charged at the hourly rate in the Terms of Engagement.

5. Security and your responsibilities

5.1 You are responsible for who inside your organisation can use the software, and for the accounts and credentials it runs on.

5.2 Tell us promptly if you believe the software has produced a wrong result, or that someone has accessed it who should not have. The Incident Response Plan sets out what happens next.

5.3 Do not remove or bypass any control the software applies to protect personal information.

6. Liability

6.1 Liability under this licence is governed by clause 12 of the Terms of Engagement, including the caps and exclusions in it.

6.2 Nothing here limits liability that cannot lawfully be limited.

7. Ending it

7.1 The licence does not end when the engagement ends. It continues.

7.2 We may end the licence only if you breach clause 2, meaning you resell, distribute or sublicense the software, and do not stop within 14 days of being told.

7.3 If we cease trading, the licence continues. It is not conditional on Wyvern existing.

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