TC grants the Customer (an individual, company or other organisation) a non-exclusive right to
use as specified by TC from time to time the authorised modules of the Software (including
documentation) on hardware and operating software considered suitable by TC (the "Licence"). TC
may restrict the
use of the Software to one workstation ("Single User Licence"), all workstations at a given site
("Site Licence") or globally within the Licensee's organisation ("Global Licence"). The Customer
shall not permit a third party to use, copy or benefit from the Software. Title, copyright and
other rights in the Software and Documentation remain the property of TC. For the avoidance of
doubt, this Licence does not permit use of the software in connection with a third party's
research regardless of whether a fee is paid or payable for the results nor in connection with
use of the results including but not limited to synthesis and/or testing of molecules selected and/or
suggested by the software except as separately authorised by TC in writing.
- Software Licence Key
TC will issue a "Licence Key" to authorise the modules that may be used, specifies whether the
Licence is a Single User Licence, Site Licence or Global Licence, encode whether the Licence is a
"Commercial Licence" or an "Academic Licence",
and optionally set an expiry date after which the software may not be used and this Licence has
TC shall produce and make available at least one new version of the Software each year.
TC shall respond to Customers with a Commercial Licence who submit by e-mail or telephone queries concerning the use
of the most recent version of the Software provided that the Customer pays promptly TC's
normal charges for such Services. TC shall not be obliged to provide assistance or remedy faults
or errors arising from the use of the Software after modification by the Customer or in conjunction with other software. The Customer shall be responsible for loading (including from CD, via e-mail, ftp and the Web) and installing the Software and reading the documentation for all versions as directed by TC from time to time. TC shall make the source code available to the Customer without additional charge if it is unable to remedy a material fault or it ceases to offer Services.
Additional services such as consultancy may be provided by mutual agreement at a price quoted by
TC and accepted by the Customer in a purchase order.
TC warrants that (a) it has used and will continue to use reasonable care in writing the Software
and providing services and that (b) the Software conforms to its documentation and
published specifications and (c) that it does not infringe the rights of third parties.
TC will incorporate changes to meet warranty obligations in new versions in a reasonable period
of time. The nature of the Software is such that there are computational and technical
limitations of the algorithms and minor errors in their implementations for which TC does not
- Limited Liability
TC shall not be liable for any loss to the Customer consequent upon or arising out of the use, misuse, inability to use, fault or error in the Software, reasonable delay, action or omission by TC.
TC shall not be liable for the consequences of loading viruses or third party software
on to the Customer's hardware (a) as a result of or which could have been prevented by actions, instructions or omissions of the Customer or (b) the results of actions of a third party.
TC shall use reasonable endeavours to avoid disclosure of confidential or proprietary information of the Customers (including chemical structures) providing they are so marked when disclosed or as soon as possible thereafter. Any liability of TC (including legal expenses) shall be limited to the total payment made under this Agreement to TC by the Customer within the preceding 12 months.
This Agreement will immediately terminate if the Customer notifies TC in writing that it is unable to demonstrate to its satisfaction that the Software meets its purposes and has no material faults within 14 days of installing the Software or receipt of the invoice (which ever is the earlier). TC shall normally provide acceptance test decks and the Customer may only use alternatives if these have been agreed to by TC prior to installation of the Software or issue of a purchase order (whichever is the earlier).
The customer shall make payments inaccordance with the Licence type encoded in the Licence Key
and/or specified on any invoice.
- For a Commercial Licence the Customer pays TC the Licence Fee as detailed in the invoice and
unless services are no longer offered shall pay a Service Fee of 20% of the
list price of the licence (or pro-rata to the date when services cease). The Customer shall be
responsible for payment of VAT or other sales taxes. All payments shall be made at the end of
month following the month in which the invoice is received.
- For an Academic Licence no payment is due to TC unless the Customer utilises the software to
make a discovery or invention which the Customer decides to patent, licence, sell or otherwise
generate revenue or other benefits. The Customer and TC shall share during and after termination
of this Agreement such revenue or benefits on a 50/50 basis unless otherwise agreed in writing.
This Agreement may be terminated immediately by either party in the event of a material breach of the terms of this Agreement by the other party that is not remedied within a reasonable period of not less than 1 month after being requested to do so. This Agreement will automatically terminate if so specified in the invoice and/or Licence Key. The Customer may also give 3 months notice of termination at any time. On termination of this Agreement the Customer shall cease to use the Software and delete all copies of the Software. TC may give 12 months notice of ceasing to provide Services. All notices shall be in writing sent by post or via acknowledged e-mail.
- Applicable Law
This Agreement shall be construed and governed by English Law administered by the Courts in England. If any provision shall be deemed to be invalid, illegal or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. This Agreement takes precedence over any provisions, terms or conditions associated with a purchase order or implied by national and international trading agreements or practices or regulations.
This Agreement constitutes the entire agreement between the parties concerning the licensing of this software and supersedes all prior communications. This Agreement may only be modified by written agreement signed on behalf of both parties which may include a written purchase order and attached corresponding order acceptance.
Neither party may assign part or all of this Agreement without the written agreement of the other party.