These Standard Software Licence Terms in their entirety form the license agreement (“Licence”) between Positive Purchasing Ltd and any customer whether an individual or organization that has entered into a legally binding contract with Positive Purchasing Ltd (“Licensee”) for subscription access to a Positive Purchasing Ltd online platform such as Procleus, Red Sheet Online or Buyer’s Toolkit Online (“Online Platform”).

By using the Software, the Licensee acknowledges that it has read understood and agrees to be bound by the terms and conditions of this Licence including the limitations of liability set out in it. The Licensee also agrees that this Licence is the complete and exclusive statement of agreement between the parties in relation to the Licensee’s use of the Software and supersedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the same.

The Online Platform is a specialist on-line learning, toolkit and resources platform. The platform comprises a unique, secure, Internet hosted entity, made up of software that is exclusively owned by Positive Purchasing Ltd and third party owned proprietary software that is licensed to Positive Purchasing Ltd and used entirely within the scope of the agreed license. The Online Platform is a subscription based offering and a proprietary standard package with access limited to named users. The Online Platform contains materials and intellectual property in various forms and media that are owned entirely by Positive Purchasing Ltd with the exception of any intellectual property from a third party that are placed on the Online Platform (here ownership remains with the original owning entity). Permitted Users of the Online Platform are granted a license to use the Positive Purchasing Ltd owned and/or licensed materials that are placed on to the Online Platform, including any materials downloaded, so long as a valid subscription remains in place and the use is within the agreed reasonable terms of use.

In this Standard Software Licence Terms:

(Fees):

“Additional User Fee” means the one-off fee per Permitted User in excess of one, as notified to the Licensee prior to the Licensee’s acceptance of this Licence, or such rate as is at the date of any increase in the number of Permitted Users usually charged by Positive Purchasing Limited to its customers for the Software;

“Annual Licence Fee” means annual fee payable each year of the licence as notified to the Licensee prior to the Licensee’s acceptance of this Licence, subject to revision from time to time as set out in this Licence;

(Other references):

“Equipment” means the Licensee’s personal computer and associated interface and display devices on which the Software is to operate locally, which the Licensee must ensure is in accordance with any minimum specification issued by Positive Purchasing Limited from time to time;

“Licensee” means the person, firm or company or other organisation accepting this Licence;

“Permitted Users” means the number of individuals agreed by Positive Purchasing Limited for which the Licensee may use the Software and which, in default of contrary agreement, is one;

“Software” means the Positive Purchasing Limited ‘Online Platform’ software product and documents and materials comprised in it in the form and version supplied by Positive Purchasing Limited to the Licensee, as amended or upgraded from time to time as provided for under this Licence;

“Use” means to access the Software through an online service hosted by or on behalf of Positive Purchasing Limited and to load any of the Software into the temporary memory (RAM) of the Equipment for the processing of the instructions or statements contained in the Software on the Equipment and to view, access or download video and audio content, information or documents, and to utilise by the Permitted Users for the Licensee’s internal business purposes only (which for the avoidance of doubt shall not include any sale or other distribution to any subsidiary or other group company of the Licensee or any other third party) the instructional and/or operational manuals and documents and materials relating to and comprised in the Software; for the avoidance of doubt, unless otherwise expressly provided in this Licence or by the written agreement of the Licensor, the right to ‘Use’ the Software does not include the right to store any part of the Software or the materials comprised within it on any medium accessible by Permitted Users, to photocopy any of it or them, or to allow any other person to view access download or otherwise use any of the materials comprised within the Software.

Positive Purchasing Limited (which reference includes its successors and assigns) hereby grants to the Licensee a non-exclusive, non-transferable licence to Use the Software on the Equipment only for the maximum number of and identified individual Permitted Users upon the terms and subject to the conditions contained in this Licence.

Permitted Users must be identified to Positive Purchasing Limited so that they may be issued their own unique login and security access information before making use of the Software. Login and security details may not be shared with or transferred to any other person.

In the event that a particular Permitted User ceases to have the Licensee’s permission to Use the Software (for example if the Permitted User ceases to be an employee or worker of the Licensee) the Licensee must notify Positive Purchasing Limited immediately and may nominate a replacement Permitted User for that individual, who will be issued their own login and security details by Positive Purchasing Limited. No person other than a Permitted User identified to the Licensor is permitted to use the Software or any of the materials comprised within it. Any unauthorised Use of the Software by or permitted by the Licensee is deemed to be a material breach for the purposes of this Licence.

Due to the administrative costs and time involved in setting up a new Permitted User account, no refund of any of the Annual Licence Fee or Additional User Fee will be made by Positive Purchasing Limited in the event that the licensee wishes to reduce the number of Permitted Users.

Where the Licensee wishes, after the commencement of the Licence of the Software, to increase the number of Permitted Users, it will be required to pay the then applicable Additional User Fee for each additional user that it wishes to operate on the Software.

Downloadable content including but not limited to Workbooks, Quick Reference Guides, Tools, Templates, forms and other materials comprised in the Software may be downloaded, saved on the Equipment only, and hard-copied by the Permitted User in the course of the Permitted User’s employment or engagement with the Licensee and solely for the internal business purposes of the Licensee.

It is the intention that the materials comprised in the Software are to be available for the information and benefit of the Permitted User to assist that individual in the carrying out of his or her duties, and not for distribution as templates or guides to other employees workers or agents of the Licensee. For the avoidance of doubt Use does not include any sale or other distribution to any subsidiary or other group company of the Licensee or any other third party and does not include the distribution of unworked or non-completed materials from the Software to other employees workers or agents of the Licensee and may not otherwise be copied or distributed save that completed materials may be circulated within the Licensee in accordance with the evident purpose of such materials.

If the Licensee requires more than one individual to work on or otherwise utilise any of the materials comprised within the Software, the Licensee will need to acquire a licence for more than one Permitted User in the form of a new or revised Licence.

In exercising this right the Permitted User may not alter the pre-populated content of Positive Purchasing Limited or remove or obscure any copyright notices or trademarks of Positive Purchasing Limited.

Where the Software is issued by Positive Purchasing Limited in any media for installation or back-up purposes, only one copy may be installed at any time on any equipment of the Licensee.

Unless otherwise confirmed by Positive Purchasing Limited to the Licensee in writing, Concurrent Use of the Software is not permitted by this Licence.

Unless otherwise confirmed by the Licensor to the Licensee in writing or expressly set out in this Licence, and unless earlier terminated as provided in this Licence, the license will continue for an initial period of one year from the date of payment of the first Annual Licence Fee or (if earlier) the date of first Use of the Software by the Licensee and will, subject to payment of the Annual Licence Fees, continue thereafter from year to year unless so terminated.

This Licence is subject to the payment of the following fees:

(a)the Annual Licence Fee – yearly in advance of each year of the term of the License; and

(b)the Additional User Fees for each Permitted User in excess of one in advance within 7 days of the request for an additional user being accepted by Positive Purchasing Limited and in any event prior to such Permitted User being permitted to Use the Software.

Annual Licence Fees and all Additional User Fees in full within 7 days of their due dates unless otherwise agreed in writing by the Licensor will result in the Licensee not being licensed to Use the Software and is deemed a material breach for the purposes of this Licence.

The Annual Licence Fee may be subject to annual review by Positive Purchasing Limited upon not less than thirty (30) days prior written (which may be by email) notice to the Licensee before the commencement of the next year of the Term of the Licence. Such reviewed Annual Licence Fee will take effect on the commencement of the next year of the Term of the Licence unless the Licensee has notified Positive Purchasing Limited in writing (which may be by email) prior to such commencement date that it wishes to terminate this Licence.

Without prejudice to any cancellation or refund/termination rights to which a consumer may be entitled under the Consumer Rights Act 2016 in the United Kingdom and other applicable mandatory legislation in other parts of the world, termination of this licence part-way through any year of the term of this licence will not entitle the Licensee to any refund of the Annual Licence Fee paid for that year.

All charges referred to in this Licence are exclusive of and net of any taxes, duties or such other additional sums including (without prejudice to the generality of this provision) value added tax, excise tax, import or other duties, and whether levied in respect of this Licence, the Software, its use or otherwise and the Licensee will be liable to pay all such sums.

Positive Purchasing Limited reserves the right to operate a system whereby ‘unlock codes’ may be required by licensees for their Software to continue to function or disabling codes may be sent to licensees’ equipment to prevent the unauthorised use of the Software. Such systems are intended only as a means of preventing software piracy and other unauthorised use of the Software and the Licensee hereby consents to the use of such systems on its Equipment for this purpose.

Provision of training in the use of the Software is available from Positive Purchasing Limited for a separate charge at Positive Purchasing Limited’s then applicable hourly or daily rate. Fees for training will be payable in full in advance together with any VAT chargeable by Positive Purchasing Limited in respect of this.

Limited telephone and/or email support and the provision of such updates as are generally made available to Positive Purchasing Limited’s Licensees of the Software are supplied free as part of the Annual Licence Fee. Positive Purchasing Limited reserves the right to refuse support at its discretion.

The scope of the support service that Positive Purchasing Limited currently provides comprises a telephone and email first level technical support and fault reporting service during the hours of 9am to 5pm London time [Monday to Friday][excluding bank holidays and public holidays in England] and does not include any form of hardware support, customisation, data entry, user data correction, programming or other development of the Software.

Telephone enquiries should be made to +44 1752 827969 or such other number as may be notified to the Licensee by Positive Purchasing Limited for this purpose.

The scope of support services available to the Licensee may, at Positive Purchasing Limited’s discretion, be varied or increased in the future and additional support and services offered either as part of the Annual Licence Fee or for additional charges.

The Licensee undertakes to (and to ensure that each of its Permitted Users do):

not translate, adapt, vary, modify, disassemble, decompile or reverse engineer or make back-up copies of the Software or any part of it without the Licensor’s prior written consent or as permitted by applicable mandatory national laws or the express provisions of this Licence; specifications required to achieve interoperability of the Software with another software program are available from Positive Purchasing Limited on request;

not assign, transfer, sell, lease, rent, charge or otherwise deal in their rights under this Licence or use the Software on behalf of any third party;

not provide any specification or functionality details to, or make the Software or any part of it available for examination or study by, any third party; or

not remove or alter any copyright or trade mark or other proprietary notice on any part of the Software or other materials of the Licensor made available under or in connection with this Licence.

ensure that its Permitted Users who will use the Software are notified of this Licence and the terms hereof prior to such Permitted User using the same and that no other person shall be entitled to do so;

within 7 days after the date of termination expiry or other discontinuance of this Licence for whatever reason, destroy the Software and all updates, upgrades or copies, in whole and in part, in any form (including partial copies or modifications of the Software) in the possession or under the control of the Licensee.

So far as any of the acts mentioned above are permitted by any applicable mandatory national law, the Licensee may only any do such act to the extent and for the specific limited purpose stated in such applicable law.

Any breach of the provisions of this section is deemed a material breach for the purposes of this Licence.

The following warranties are given in addition to, and without prejudice to, any express or implied warranties for consumers under the Consumer Rights Act 2016 in the United Kingdom and other applicable mandatory legislation in other parts of the world.

Positive Purchasing Limited warrants that the Software will, in proper and lawful use by the Licensee, perform substantially in accordance with the functionality set out in the user guide for it supplied by Positive Purchasing Limited to the Licensee.

The Licensee acknowledges that software in general, including the Software, is not error-free and agrees that the existence of such errors will not constitute a breach of this Licence.

In the event that the Licensee discovers a material error which substantially affects the Licensee’s use of the Software and notifies Positive Purchasing Limited of the error within 90 days from the date of first Use of the Software (the “warranty period”) Positive Purchasing Limited will at its sole option either refund the Annual Licence Fee (whereupon this Licence will terminate) or within a reasonable period correct by patch or new release (at its option) that part of the Software which does not comply PROVIDED THAT such error has not been caused by any modification, variation or addition to the Software not performed or authorised by Positive Purchasing Limited nor by any corruption or incompatibility caused by any hardware or Software not provided or approved by Positive Purchasing Limited for the Use of the Software.

The refund of fees or correction of such error as provided above by Positive Purchasing Limited will satisfy and discharge Positive Purchasing Limited of all liability in respect of or arising as a result of such error.

Except as expressly set forth in this Licence, all products and services are furnished by Positive Purchasing Limited and accepted by the Licensee “as is,” without any warranty whatsoever and Positive Purchasing Limited does not warrant that the products and services provided hereunder will meet the Licensee’s particular requirements

The internet is not 100% secure or reliable and access to the software and transmission of data to and from the Software will involve transmission through one or more inter-connectivity service providers. Accordingly Postive Purchasing Limited does not warrant that the use of the Software will be uninterrupted or error free.

Availability or functionality of the Software may also be interrupted or limited, without liability of Positive Purchasing Limited, for the purposes of planned maintenance as notified in advance to the Licensee (which may be via the hosting site for the Software or by email) and non-planned emergency maintenance.

All other warranties, express or implied, including any warranties of or against interference with the enjoyment of the information, infringement, accuracy, compatibility, integration, title, suitability, quality or fitness for any particular purpose are specifically excluded and disclaimed by the Licensor. This is without prejudice to any express or implied warranties for consumers under the Consumer Rights Act 2016 in the United Kingdom and other applicable mandatory legislation in other parts of the World.

Except as expressly provided in this Licence, the entire risk as to the quality and performance of the products and services provided and the accuracy or quality of the information transmitted or received via the products and services is with the Licensee.

Positive Purchasing Limited does not exclude liability for death or personal injury to the extent that the same arises as a result of the negligence of Positive Purchasing Limited, its employees, agents or authorized representatives and nothing in the following provisions is to be deemed to have that effect.

The Licensee acknowledges that the Software is designed to perform certain data recording and display functions based on data entered into it by the user and that all forecasts and other results generated by the Software are statistical and formulaic, based on user criteria and data, and are not intended to be relied upon as providing any form of prediction warranty or other assurance as to the matters to which they relate.

The Licensee accepts that Positive Purchasing Limited will have no liability to the Licensee or any other person for any loss or damage whatsoever or howsoever caused arising directly or indirectly from or in connection with the Licensee’s or its Permitted User’s or any other person’s reliance on the Software in determining any aspect of its or their business except to the extent that such liability may not be lawfully excluded under applicable laws.

Positive Purchasing Limited accepts no liability to the Licensee or any Permitted User or any other person for any loss or damage arising from or in connection with any inaccurate incomplete or erroneous data entry or other mis-use of the Software, any fault or problem with any third party inter-connectivity provider not within the control of the Licensor, or any hardware or software fault or incompatibility of the Licensee’s IT systems.

Without prejudice to the generality of the above exclusions and limitations, Positive Purchasing Limited expressly excludes liability for indirect, special, incidental or consequential loss or damage (including loss of goodwill, loss of opportunity, loss of anticipated savings or profits, and management and administration time) which may arise in respect of the Software or its use or any other services provided by Positive Purchasing Limited under or in connection with this Licence.

In the event that any exclusion or limitation of liability contained in this Licence is held to be invalid for any reason and Positive Purchasing Limited becomes liable for loss or damage that may lawfully be limited, such liability will be limited to the amount of the Annual Licence Fee paid by the Licensee for the year (or years) to which the claim relates together with any Additional User Fees paid by the Licensee during that period.

The Licensee acknowledges that if it requires a greater degree of protection it has the opportunity before entering into this Licence to request and negotiate with Positive Purchasing Limited alternative provisions and/or require suitable insurance protection, though for which Positive Purchasing Limited may revise the amount of the Annual Licence Fee and Additional User Fees to cover its additional costs (including insurance premiums) and risks.

The Licensee acknowledges that Positive Purchasing Limited has set its prices and entered into this Licence in reliance upon the Warranty Disclaimers and Limitation of Liability set out above in this Licence, and that the same form an essential basis of the bargain between the parties. The parties agree that the Limitation of Liability specified in this Licence will survive and apply even if the Warranty Disclaimers or any limitation of remedies is found to have failed any of its essential purpose.

The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation and manuals relating thereto are and remain the sole property of Positive Purchasing Limited or its licensors.

All information, data, drawings, specifications, documentation, software listings, source or object code which Positive Purchasing Limited may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it will use the same solely in accordance with the provisions of this Licence and that it will not at any time during or after expiry or termination of this Licence, disclose the same, whether directly or indirectly, to any third party without Positive Purchasing Limited’s prior written consent.

Subject only to the specific limited provisions set out in this Licence, the Licensee further agrees that it will not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor will the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by Positive Purchasing Limited.

The foregoing provisions will not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.

Positive Purchasing will comply with all applicable requirements of current data protection legislation including the Data Protection Act 1998 and the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) in force from time to time and any applicable national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then any replacement legislation in the UK to the Data Protection Act 1998 and the GDPR.

At all times Licensee’s personal data will be treated in accordance with Positive Purchasing’s Privacy Notice, which is incorporated by reference into this agreement and can be viewed at: https://positivepurchasing.com/privacynotice/.

Positive Purchasing may also hold and process non-sensitive data relating to Licensee’s staff and other delegates so far as is necessary for legal, personnel, administrative and management purposes in connection with the provision of Positive Purchasing’s services and administration of their business. The Licensee must ensure that they have the necessary authority to provide this consent.

In this section Force Majeure means any circumstances beyond the reasonable control of a party (including, without limitation, any strike, lock-out or other form of industrial action).

If either party is affected by Force Majeure it will forthwith notify the other party of the nature and extent thereof.

Neither party will be deemed to be in breach of this Licence, or otherwise be liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party in writing and the time for performance of that obligation will be extended accordingly.

In addition to any other provisions for termination as provided in this Licence, Positive Purchasing Limited may by notice in writing to the Licensee terminate this Licence if the Licensee is in breach of any term, condition or provision of this Licence or applicable law and the breach is a material breach or one that cannot be remedied or the Licensee fails to remedy the breach (if capable of remedy) within 30 days of having received written notice from Positive Purchasing Limited specifying the breach.

The licensee may terminate this licence at any time without cause on notice in writing (which may be by email) to the Licensor. Without prejudice to any cancellation or refund/termination rights to which a consumer may be entitled under the Consumer Rights Act 2016 in the United Kingdom and other applicable mandatory legislation in other parts of the world, no refund of any fees payable under this licence will be payable upon such termination.

Termination, howsoever or whenever occasioned will be subject to any rights and remedies Positive Purchasing Limited may have under this Licence or under the applicable law.

The Licensee will not assign or otherwise transfer all or any part of the Software or this Licence without the prior written consent of Positive Purchasing Limited which consent will not be unreasonably withheld in the case of the transfer of the whole or a substantial part of the Licensee’s business.

Failure or neglect by either party to enforce at any time any of the provisions hereof will not be construed nor will be deemed to be a waiver of that party’s rights hereunder nor in any way affect the validity of the whole or any part of this Licence nor prejudice that party’s rights to take subsequent action.

In the event that any of these terms and conditions or provisions will be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

The parties hereby agree that the Licence concluded between them and constituted on these terms and conditions will be construed in accordance with English law and the parties agree to subscribe to the exclusive jurisdiction of the English court.

The Software is protected by copyright and international treaties. Unauthorised reproduction of Software, wholly or partially, may result in civil and criminal penalties.

© 2011-2018 The Software is the copyright of Positive Purchasing Limited (registered in England and Wales, Company number 04756992. ALL RIGHTS ARE RESERVED