Sim-On Gas joint licence

SimOn Gas joint licence for perpetual and short-term duration.

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD OR USE THE SOFTWARE.

This licence agreement (“Agreement”) is made and entered into as of the Effective Date, by and between the entity purchasing the Software (“Customer”) and HR Wallingford Limited a company incorporated in England and Wales with number 09322680 whose registered office is at Howbery Park, Wallingford, Oxfordshire OX10 8BA (“Supplier”).

  1. Definitions



“Effective Date” the date the Customer first downloads and/or install the Software on any machine.

“Fees” the licence fees set out in the Quotation, exclusive of VAT and any other duties or taxes, payable by the Customer to the Supplier.

“Initial Period” the licence term specified in the Quotation. As an alternative to an Initial Period the Quotation may state that the licence granted to the Customer is in perpetuity.

“Intellectual Property” patents, copyright, trade secrets, trademarks and all other proprietary rights (including all applications, renewals, extensions and rights to claim priority) which subsist or will subsist, now or in the future, in any part of the world.

“New Version” any new version of the Software which from time to time is publicly marketed and may be offered to the Customer provided the Customer enters into a separate support agreement with the Supplier.

“Quotation” the quotation provided by the Supplier and approved by the Customer, which details the Software and the Fees.

“Software” the computer programs indicated on the Quotation, including any supporting materials, in executable, machine readable format.

  1. Licence



    1. In consideration of, and subject to, the payment of the Fees, the Supplier grants to the Customer a licence on either the basis described in clause 2.2 or the basis described in clause 2.3.

    2. Unless the Quotation states that the licence is granted in perpetuity the licence will be for the Initial Period stated in the Quotation. If this applies, the Supplier grants to the Customer a non-exclusive, non-transferrable licence, to Use the Software on the terms of this Agreement for the Initial Period. If the Initial Period applies, the licence shall terminate automatically at the end of the Initial Period. If the Customer wishes to do so, the Customer may request a further Quotation from the Company for a fresh licence at the end of the Initial Period. A new licence will apply on any “renewal”.

    3. If the Quotation states that the licence term will be in perpetuity the Supplier grants to the Customer a non-exclusive perpetual licence to Use the Software on the terms of this Agreement in perpetuity.

    4. For the purposes of this Agreement, “Use” means to use the Software in object code form for the Customer’s normal business purposes.

    5. The Customer may require third party software to use in conjunction with the Software. The Customer shall comply with the licence terms applicable to such third party software and acknowledges that the Supplier has no responsibility or liability for it to the full extent that the law permits and however this arises.

    6. The Customer may only make one (1) backup copy of the Software solely for backup or archival purposes and shall take steps to prevent unauthorised copying or unauthorised access or damage to the Software.

    7. The Customer may hold the Software on its on-premises servers or on a remote server which is accessed through a web application or other remote access tool or device. If the Customer opts to holds the Software on a remote server, the Customer shall provide such reasonable security (including passwords, firewalls and network/hardware security) as may be necessary to prevent unauthorised access or damage to the Software.

    8. The Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Customer.

    9. The Customer shall not:



      1. remove, obscure or modify any of the Supplier’s trademarks or copyright notices appearing on the Software;

      2. AND (where the Customer is licenced for an Initial Period) the Customer shall not

      3. sub-license, rent, lease, loan or transfer the Software to any other person or entity; or

      4. allow the Software to become the subject of any charge, lien or encumbrance.



  1. Updates

The Supplier may from time to time provide the Customer with updates which are not New Versions of the Software, to enhance or otherwise develop the Software.

  1. Fees



    1. The Supplier shall invoice the Fees as detailed in the Quotation and unless otherwise stated in the Quotation, the Customer shall pay the Supplier within 30 days of receipt of the Supplier’s invoice. Time of payment shall be of the essence of this Agreement.

    2. If the Customer fails to make any payment due to the Supplier by the due date for payment, then, without limiting the Supplier's remedies under clause 9, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.



  1. Export

The Customer shall not export, directly or indirectly, the Software or any technical data acquired from the Supplier in breach of any applicable export control laws and regulations to any country for which the government or other relevant agency at the time of export requires an export licence or other government approval without first obtaining such licence or approval.

  1. Warranty



    1. The Supplier warrants that the Software will conform to its specifications for a period of 90 days from the date the Software is received by the Customer (“Warranty Period”). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform to its specification, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this Agreement for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's sole option, either refund the Fees paid by the Customer or repair or replace the Software, which shall be warranted for the remainder of the original Warranty Period or thirty (30) days, (whichever is longer) provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault.

    2. The Supplier does not warrant nor represent that the Software will meet the Customer’s requirements nor achieve the Customer’s intended results, nor that the use of the Software will be uninterrupted, reliable or error-free, nor that the Software will operate in combination with any other Software nor that defects or errors in the Software will be corrected.

    3. The Customer acknowledges and agrees that all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.



  1. Limitation of liability



    1. Except as expressly stated in clause 3, the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:



      1. special damage, even if the Supplier was aware of the circumstances in which such special damage could arise;

      2. business interruption;

      3. loss of revenue or profits;

      4. loss of actual or anticipated savings;

      5. loss of business opportunity;

      6. loss of goodwill; and

      7. loss or corruption of data or business information.



    1. The Supplier’s total liability, whether in contract, tort (including negligence) or otherwise in connection with this Agreement shall in no circumstances exceed a sum equal to the Fees.

    2. The limitations set out in this Agreement shall not exclude or limit either party's liability for fraud or for death or for personal injury arising from its negligence or for any other damage to the extent the same may not be excluded or limited as a matter of law.



  1. Intellectual Property Rights

The Customer acknowledges and agrees that all Intellectual Property in the Software, any accompanying materials and any updates belong to the Supplier, and the Customer shall have no rights in or to the Software, materials and updates other than the right to Use them in accordance with the terms of this Agreement.

  1. Termination



    1. Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Customer if:



      1. the Customer fails to comply with any of the terms and conditions of this agreement and remains in breach for not less than 14 days after being notified to remedy such breach by the Supplier;

      2. the Customer ceases, or threatens to cease, to carry on business.

      3. an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of the Customer’s property or assets;

      4. the Customer makes any voluntary (or similar) arrangement with its creditors or has an administrator appointed;

      5. the Customer is subject to insolvency proceedings or goes into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under this Agreement); or

      6. any event or proceeding equivalent to the foregoing occurs in any jurisdiction.



    1. On termination, all rights granted to the Customer under this Agreement shall cease, the Customer shall immediately uninstall the Software and it shall immediately pay to the Supplier any sums due to the Supplier under this Agreement.



  1. General



    1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

    2. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

    3. This Agreement and the Quotation contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.

    4. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    5. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.

    6. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

    7. Where the licence in this Agreement is for an Initial Period the Customer shall not assign the benefit of this Agreement except with the Supplier’s prior written consent (not to be unreasonably withheld). In all other cases the Customer shall inform the Supplier promptly in writing of any assignment of this Agreement. Any assignment of this Agreement will be subject to the limitations and exclusions of liability in this Agreement

    8. This Agreement shall not confer any rights to any third party under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

    9. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by pre-paid first-class post or other next working day delivery service at its registered office and shall be deemed to have been received on the second Business Day after posting.

    10. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

    11. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

    12. The ReteGas software, supplied as a component of the Sim-On software is only allowed to be used trough SimOn™.It is strictly forbidden to use the computing engine and to perform network simulations in association with an application that is not SimOn™.