Provision of Software
In consideration of payment by the Client of the Fees, LSOL will supply to the Client one copy of the Software and Third Party Software in object code form.
LSOL grants to the Client the non-exclusive, non-transferable right to Use the Software for so long as the relevant Services continue to be provided subject to the remaining terms of these Conditions.
The Client undertakes:
- to maintain accurate and up-to-date records of the number and locations of all copies of the Software;
- to take good care of the Ancillary Systems; and
- not to provide or otherwise make available the Software in whole or in part (including program listings, object and source program listings, object code and source code) in any form to any person other than the Client's employees without the prior written consent of LSOL.
The Client may make only so many copies of the Software as are reasonably necessary for operational security and to Use the Software. Such copies and the media on which they are stored will remain the property of LSOL, and the Client will ensure that all such copies bear LSOL's proprietary notices. The provisions of these Conditions will apply to such copies as it applies to the Software.
Except to the extent and in the circumstances expressly required to be permitted by LSOL by law, the Client may not:
- alter, modify, adapt or translate the whole or any part of the program listings, object and source program listings, object code or source code in the Software in any way whatsoever;
- permit the whole or any part of the Software to be combined with or become incorporated in any other computer programs; or
- decompile, disassemble or reverse engineer the Software;
nor attempt to do any of these things.
To the extent that the law applicable to the Agreement grants the Client the right to decompile the Software in order to obtain information necessary to render the Software interoperable with other computer programs used by the Client, LSOL undertakes to make that information readily available to the Client. LSOL may impose reasonable conditions (including a reasonable fee) for doing so. In order to ensure that the Client receives the appropriate information, the Client must first give to LSOL sufficient details of the Client's objectives and the other computer programs concerned
The Client acknowledges that:
- software in general is not error-free, and agrees that the existence of such errors will not constitute a breach of the Agreement; and
- the Ancillary Systems will operate only in conjunction with the Client System and other operating systems that may be notified by LSOL in writing from time to time.
LSOL will use its reasonable endeavours to check the Software for the most commonly known viruses prior to delivery to the Client. However, the Client is solely responsible for virus scanning the Software and LSOL gives no warranty that the Software will be free from viruses.
LSOL warrants that (subject to the other provisions of the Agreement) the Ancillary Systems will as at delivery be free from material errors which prevent the Client's use of the Services and conform in all material respects with any applicable specification agreed in writing between the Client and LSOL. LSOL will not be liable for a breach of this warranty:
- if the error in question has been caused by any modification variation or addition to any part of the Ancillary Systems not performed by LSOL, their incorrect use by the Client, or use with or in connection with systems with which they are incompatible; or
- where the Client does not notify LSOL in writing of a failure within 14 days of becoming aware of the same.
If the Client makes a valid claim against LSOL based on the failure by LSOL to comply with the warranty set out in this clause LSOL will at its option take such steps as it deems necessary to remedy such failure or refund such part of the Fees as relates to the defective Ancillary Systems.
If LSOL complies with this clause it will have no further liability for a breach of the warranty set out in the clause above.
Third Party Software and Services
Any Third Party Software and or Service is supplied to the Client on the basis of the relevant third party's standard licence terms provided to the Client with the relevant Third Party Software and or Service and with which the Client agrees to comply with.