T-Plan Software License Agreement

17 January 2017

Contents:
Introduction
License Agreement


Introduction

The purpose of this agreement is to specify the terms and conditions under which you, as a registered user of T-Plan application software products, may use those products.  Please read these terms and conditions carefully.  If you use T-Plan application software products for whatever purpose you are deemed to have accepted these terms and conditions in their entirety on behalf of the company, partnership or other legal entity in whose name you have registered.


1. Definitions

1.1 In this Agreement unless the context otherwise requires:

“Location” means the client location specified in the Registration Form;

“Price List” means the current list of charges for T-Plan products and services;

“Documentation” shall mean the manual or manuals and other documents associated with the Program supplied by the Licensor to the Licensee;

“Equipment” shall mean the computer or computers on which the software is used:

“License” shall mean this document;

“Licensee”, “Client”, “you” and "your" means the person or company we make this Contract with, as specified in the Registration Form;

“Licensor”, “T-Plan”, "we", "our" and "us" means T-Plan Limited and shall include the Licensor’s legal personal representatives, successors and assigns;

"Contract" means the agreement between us and you incorporating these Conditions, the Registration Form, and the Price List.

"Registration Form" means the registration form completed when you registered to use T-Plan application software products

“Program” and “Software” means the T-Plan application software products that you use.

2. License

The Licensor agrees to deliver to the Licensee certain computer programs and to grant to the Licensee a non-exclusive, non-transferable, License to use the Program on the terms and conditions contained herein.

T-Plan Robot Enterprise operates a "Per Seat" License type.

- This type of license allows a specific number of users to use the software at one time.
- Each license has a designated number of users.

For example: If the license purchased is set up with 5 users, only 5 users would be allowed to use T-Plan Robot Enterprise at any given time, even if there were 10 computers that had T-Plan Robot Enterprise installed on them.

There are two components to the Per Seat T-Plan Robot Enterprise licensing.

1) “Development License” (Development licenses are commonly used by users developing the test scripts for automation).

This license allows the user to operate T-Plan Robot Enterprise for test script development purposes, using the T-Plan Robot Enterprise UI, against the System Under Test.

This license also allows the user to operate T-Plan Robot Enterprise for test script execution against the System Under Test, if the license is NOT being used for development at that time.

Note: For existing customers using the 2.x releases, the purchased licenses are considered as “Development Licenses”, and the customer shall manage how the licenses are split between development and execution.

2) “Execution ONLY Licenses” (Execution licenses are commonly used for deployment of test scripts, for the purpose of unattended execution).

This license allows the user to operate T-Plan Robot Enterprise to execute the test scripts, against a single System Under Test at a time.

For example: An organization decides to implement a test automation project, where two engineers will be developing test scripts, which will be executed in an unattended mode on a test server. To shorten the automation time, the company decides to run full day testing of four test scripts, against four SUT’s in parallel. I.e. the test execution is happening at the same time of the development of the test scripts.
- This requires the organisation to purchase at least 2 development licenses, and 4 execution only licenses.
If the company decides to reduce the team to one developer later on, the free development license can be re-used to increase the execution pool of licenses, to 5 scripts in parallel.

3. Charges

The license and maintenance charges are set out in the Price List once only license charges shall not be subject to variation.  The Licensor shall have the right to vary periodic license charges or maintenance charges by publishing the updated charges not less than 1 (one) month before the effective date. 

4. Terms of Payment

4.1 Following acceptance under Clause 6, the Licensor shall be entitled to claim payment of those charges specified in the Price List or the charges otherwise agreed by both parties. 

4.2 Unless the payment is made on line by a credit card or in any other form supported by the Licensor, all charges due under the License shall be paid by the Licensee within 30 (thirty) days from receipt of a correct invoice from the Licensor or by the due date whichever is the sooner.

4.3 If the payment of any sum due under the License shall be delayed by the Licensee, the Licensor shall be entitled to charge interest at 2.5% per annum above the prevailing base rate from time to time of Bank of England on the amount of the delayed payment for the period of the delay.

5. Delivery

The Licensor shall deliver a copy of the Program and associated Documentation, in machine-readable form to the location or make the deliverables available for download and, if applicable, install the Program. 

6. Acceptance

6.1 Acceptance of the Program shall be deemed to take place on delivery in accordance with Clause 5.

7. Use

7.1 The Licensee shall follow all reasonable instructions given by the Licensor from time to time with regard to the use of the Program.  The Licensee shall permit the Licensor, at all reasonable times, and at the Licensor’s expense, to verify that the use of the Program is within the terms of the License.

7.2 The Licensee may not reverse engineer, decompile, or disassemble the Software.

8. Program copying

The Licensee may make only such copies of the Program as are necessary for his operational use and security.  This license applies to such copies as it applies to the Program.

9. Performance

The Licensor undertakes that, provided it is operated in accordance with the Licensor’s instructions, the Program will perform in accordance with the Licensor’s published specification and the Documentation existing at the date of delivery.  The Licensor does not guarantee that the Program is free of errors not materially affecting this performance. The undertaking given in this Clause is in lieu of any condition or warranty express or implied by law as to the quality or fitness for any particular purpose of the Program.

10. Maintenance and Support

10.1 A maintenance service shall be provided as specified in the separate Support and Maintenance Contract from the date of acceptance.

10.2 Where the provision of error correction is included in the maintenance service and charge it shall be conditional upon the Licensee having

  1. provided adequate information in respect of any malfunction in the Program
  2. incorporated all amendments issued by the Licensor, and
  3. not otherwise changed the Program.

10.3 Where a new issue or update of the Program and/or Documentation or part thereof is released by the Licensor it shall be installed (if applicable) by the Licensor under the maintenance service and accepted and used by the Licensee except where the Licensee elects to retain and use the superseded issue of the Program, in which case the Licensor shall use reasonable endeavours to provide a maintenance service on terms to be agreed.

11. Modifying

The Licensee may not, without the prior written consent of the Licensor, modify the Program or incorporate the Program in programs not provided by the Licensor.

12. Ownership

12.1 Title, copyright and all other proprietary rights in the Program and the Documentation and all parts and copies thereof shall remain vested in the Licensor.

12.2 The Licensee shall follow all reasonable instructions given by the Licensor from time to time with regard to the use of trademarks owned by the Licensor and other indications of the property and rights of the Licensor.

13. Assignment

Neither party shall assign any of its obligations under the License without the prior written consent of the other party, which shall not be unreasonably withheld.

14. Copyright Indemnity

14.1 The Licensor shall fully indemnify the Licensee against all damages (excluding consequential damages), costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement in the United Kingdom of copyright in consequence of the authorised use or possession of the Program or Documentation supplied by the Licensor under the License, subject to the following:-

  1. the Licensee shall promptly notify the Licensor in writing of any alleged infringement of which he has no notice
  2. the Licensee must make no admissions without the Licensor’s prior written consent
  3. the Licensee, at the Licensor’s request and expense shall allow the Licensor to conduct any negotiations or litigation and/or settle any claim. The Licensee shall give the Licensor all reasonable assistance.  The costs incurred or recovered in such negotiations or settled claim shall be for the Licensor’s account.

14.2 If at any time an allegation of infringement of copyright is made in respect of the Program, or if in the Licensor’s reasonable opinion such an allegation is likely to be made, the Licensor may at his own expense modify or replace the Program and/or procure for the Licensee the right to continue use of the software or infringing part thereof so as to avoid the infringement, without detracting from overall performance, the Licensor making good to the Licensee any loss of use during modification or replacement.

15. Liability and Insurance

15.1 The Licensor shall indemnify and keep indemnified the Licensee, against injury (including death) to any persons or loss of or damage to any property (including the Program) which may arise out of the act, default or negligence of the Licensor, his employees or agents in consequence of the Licensor’s obligations under the License and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto, provided that the Licensor shall not be liable for nor be required to indemnify the Licensee against any compensation or damages for or with respect to injuries or damage to persons or property to the extent that such injuries or damage result from any act, default or negligence on the part of the Licensee his employees or contractors (not being the Licensor or employed by the Licensor).

15.2 The Licensee shall indemnify and keep indemnified the Licensor against injury (including death) to any persons or loss of damage to any property (including the Program) which may arise out of the act, default or negligence of the Licensee, his employees or agents in consequence of the Licensee’s obligations under the License and against all claims, demands, proceedings, damages, costs, charges and expenses whatsoever in respect thereof or in relation thereto, provided that the Licensee shall not be liable for nor be required to indemnify the Licensor against any compensation or damages for or with respect to injuries or damage to persons or property to the extent that such injuries or damage result from any act, default or negligence on the part of the Licensor his employees or contractors.

15.3 Without thereby limiting their responsibilities under Sub-Clauses 15.1 or 15.2, each party shall insure with a reputable insurance company against all loss of or damage to property and injury to persons (including death) arising out of or in consequence of his obligations under the License and against all actions, claims, demands, costs and expenses thereof, save only as is set out in the exceptions in Sub-Clause 15.4 and Clause 16.

15.4 The liabilities of the parties under Sub-Clause 15.1 or 15.2, as appropriate, shall exclude damage or injury (other than injury including death resulting from negligence) consequent upon design, formula, specification or advice. Except in respect of injury, including death to a person due to negligence for which no limit applies, the liability of the parties under Sub-Clause 15.1 or 15.2 as appropriate shall not exceed the sums specified in Appendix 1 in respect of any event or series of connected events.

16. Consequential Loss

Save as expressly stated elsewhere in the License, neither party shall be liable to the other party for consequential loss or damage including but not limited to: loss or damage, loss of use, profit, contracts, business, revenue, goodwill and anticipated savings.

17. Termination

17.1 The Licensee may terminate the License by giving one months’ prior written notice to the Licensor.

17.2 The Licensor may not terminate the License except in the circumstances described in Sub-Clauses 17.3 and 17.4.

17.3 The License may be terminated forthwith by either party on written notice if the other party is in breach of the terms of the License and, in the event of a breach capable of being remedied, fails to remedy the breach within thirty days of receipt of notice thereof in writing in accordance with Clause 24.

17.4 Either party may terminate the License forthwith on written notice if the other party shall become insolvent or bankrupt or make an arrangement with his creditors or go into liquidation.

17.5 Termination of the License shall not prejudice any rights of either party which have arisen on or before the date of termination.

17.6 Within seven days following the date of termination the Licensee shall at the option of the Licensor return or destroy all copies, forms and parts of the Program and Documentation which are covered by this License and shall certify to the Licensor in writing that this has been done.

18. Source Coding

18.1 The Licensor agrees to provide and maintain copies of the source code, for the version of the Program used by the Licensee, with the NCC under a tripartite Escrow agreement between the Licensor, the Licensee and the NCC, acting as Escrow agent.  All additional fees associated with such an Escrow agreement shall be paid by the Licensee. 

18.2 In the event that the Licensor shall become insolvent or bankrupt or go into liquidation, other than a voluntary liquidation for the purpose of reconstruction or amalgamation, the Licensor shall be entitled to receive the source code from the Escrow agent.

18.3 In the event only that the source coding is provided under the provisions of Sub-Clause 18.2, the Licensee’s use of the source coding shall be restricted to the purpose of maintaining the Program.

19. Confidentiality

19.1 The Licensee shall keep confidential the Program and the Documentation or any part thereof and shall not disclose the same to any third party without the prior written consent of the Licensor.

19.2 The Licensor’s consent referred to in Sub-Clause 19.1 shall be given to enable the Licensee to disclose (under conditions of confidentiality satisfactory to the Licensor) the Program and/or the Documentation or any part thereof to a third party for the performance of services for the Licensee.

19.3 The Licensor and Licensee shall keep confidential the License and all other information of the other party designated as ‘confidential’, together with all other information which relates to the business, affairs, developments, trade secrets, know-how, personnel, customers and suppliers of either party or information which may reasonably be regarded as the confidential information of the disclosing party  obtained under or in connection with the License and shall not divulge the same to any third party without the prior written consent of the other party.

19.4 The provisions of this Clause shall not apply to:-

  1. any information in the public domain otherwise than by breach of this license
  2. information in the possession of the receiving party thereof before divulgence as aforesaid
  3. information obtained from a third party who is free to divulge the same.

19.5 The Licensor and Licensee shall divulge confidential information only to those employees who are directly involved in the License or use of the Program and shall ensure that such employees are aware of and comply with these obligations as to confidentiality.

19.6 The obligations of both parties as to disclosure and confidentiality shall come into effect on the signing of the License and shall continue in force notwithstanding the termination of the License.

20. Force Majeure

Neither party shall be liable for failure to perform its obligations under the License if such failure results from circumstances beyond the party’s reasonable control.

21. Waiver

No delay, neglect or forbearance on the part of either party in enforcing against the other party any term or condition of the License shall either be or be deemed to be a waiver or in any way prejudice any right of that party under the License.

22. Training

The Licensor if required shall provide training courses in the use of the Program for the Licensee’s personnel as specified in Price List.

23. Publicity

Neither party shall, without the prior written consent of the other, advertise or publicly announce any details of their relationship.

24. Law

This Agreement, and any non-contractual obligations arising out of or in connection with this Agreement, shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claims which may arise under or in connection with this Agreement (including non-contractual disputes or claims).