Safe Annual License Agreement for the use of Safe Training Packages
1Introduction
1.1This contract defines the Agreement between Security and Facilities Education Ltd.
(SAFE) of Coppice House, Halesfield 7, Telford, Shropshire TF7 4NA and ……………………., the licensee, relating to the use of training materials owned by SAFE under license.
1.2The terms and conditions of the license set out in this document will be those defining the nature of the agreement and include any special terms and conditions agreed in writing between SAFE and the licensee. No variations to these conditions shall be binding unless agree in writing between SAFE and the licensee.
1.3The licensee will be responsible for the selection of the materials detailed in this license agreement and any advice, recommendation or statement given by SAFE, its employees or agents to the buyer or its employees or agents as to the suitability, fitness for any purpose or application or use of the materials is intended for guidance only and is followed or acted upon entirely at the licensees own risk.
2Terms of the License
2.1The licensee will hereby be granted the rights to use SAFE training materials detailed in
paragraph 6 for a period of one calendar year unless otherwise stated, effective from the date of the contract detailed in paragraph 8.
2.2The training materials are provided on USB, or by special arrangement in hard copy, with an annual license being required for each USB or hard copy of the training materials. Supplementary charges will be made for production and distribution of hard copy materials, as and when they occur.
2.3SAFE warrants that it will update the training materials which are the subject of this license to reflect changes in legislation, requirements defined by the Security Industry Authority and technological changes and will provide such updates to license holds in a timely manner, at no additional cost to the annual license fee. In addition, from time to time SAFE will review and update materials, supplying revised materials to license holders at no additional cost to the annual license fee.
2.4If the licensee encounters any inaccuracy or ambiguity in the materials supplied under the terms of this license the licensee will notify SAFE without delay. Free supply of any resulting amendments shall constitute the full extent of the licensee’s rights and SAFE liability for any such inaccuracy or ambiguity.
2.5On completion of the license period, the licensee will have the option to return the materials which are the subject of the license, by recorded delivery, to SAFE at the address detailed in paragraph 1, or renew the license for a further year. Where the licensee does not renew the license, materials must be returned to SAFE within 10 working days of the termination of the license, along with confirmation that the materials have not been copied in part or full. Failure to comply will result in the automatic extension of the license period for a further year from the date of termination at the current market rate for renewal.
2.6The content of the materials supplied, will be in accordance with the Product Specification, supplied by SAFE and detailed on the SAFE web-site, unless otherwise agreed in writing by SAFE and the licensee.
3Price ofLicense
3.1The price of the license shall be priced detailed in paragraph 7 of this agreement and is subject to review at the time of renewal.
3.2Except as otherwise stated, all prices that are given by SAFE are inclusive of the cost of postage, carriage and packing.
4Terms of Payment
4.1 Payment shall be made in advance of the materials being despatched, unless other agreements have been made. Receipts for payment will be issued on request. Subject to any special terms agreed in writing between SAFE and the licensee, SAFE shall be entitled to invoice the licensee for the cost of the license at any time after the agreement of the license and the delivery of the materials concerned.
4.2If the licensee fails to make any payment then, without prejudice to any other right or remedy available to it, SAFE shall be entitled at its absolute discretion to:-
a)Cancel the contract;
b)Appropriate any payment made by the licensee to such materials supplied under any other contract between SAFE and the licensee as SAFE may think fit;
c)Charge the licensee interest (both before and after any judgment) on the amount not paid of four per cent (4%) per annum above either NatWest Bank Rate OR Bank of England base rate.
4.3Where the licensed training materials are being used with a reduced license fee and candidate fee, the parties to this agreement agree that the difference between the full and the reduced license fee can be levied should SAFE become aware that the licensee is using the materials whilst withholding payment of the candidate fee.
5Risk and Property
5.1Risk of damage to or loss of the materials which are the subject of this license agreement shall pass to the licensee on delivery.
5.2Title in the materials which are the subject of the license agreement remains at all times with
SAFE. All such materials must be returned to SAFE in the event of non payment by the licensee of the license fee due under this license agreement, or in the event of any breach of the terms of this license agreement by the licensee which cannot be resolved by agreement between the parties within 28 days of either party becoming aware of such breach.
5.3(i)The licensee agrees and acknowledges that all copyright, trade marks and the intellectual property rights in the materials which are the subject of this license are the exclusive property of SAFE.
(ii)The licensee shall take all measures necessary to protect the confidential information and intellectual property rights of SAFE in the materials which are subject of this license agreement.
(iii)The licensee may not sell, loan, re-license or otherwise part with possession of the materials which are the subject of this license agreement, in whole or in part, and may not copy or reproduce such material in any form except where specifically authorised in writing by SAFE.
6Titles Covered by this Agreement
The training materials included within the scope of the license agreement are as follows:
Title of Core Pack / Number of Copies / CountryRisk Management Package / England
7Annual License Fee
7.1The price of the license depends upon the payment offer chosen. The fee initialled by the licensee will be that charged.
License Type / License Code / License FeeFull Annual –
1st year / FY01 / £375+ VAT
Full Annual Renewal / FY02 / £200 + VAT
Quarterly-Quarter periods 1-4 / Q01 / £100 + VAT
Quarterly-Quarter period 5 onwards / Q02 / £60 + VAT
Reduced Annual 1st year (SAFE satellites only) / RA01 / £85 + VAT plus £5 + VAT per candidate
Reduced Annual Renewal (SAFE satellites only) / RA02 / £25 + VAT plus £5 + VAT per candidate
License code: Insert license code selected from the list above
Price: Calculate the price – License fee multiplied by the number of licenses
Discounts are available for multiple licenses of the same product.
All materials are supplied on USB with a supplement charged for hard copy production and distribution. SAFE reserves the right to alter the annual license fee upon renewal.
8Date of Contract
This contract is effective from ……………………….. and expires on …………………………
Confirmation of Agreement
Signed
For and on behalf of licenseeFor and on behalf of SAFE
Name:Name:
Position:Position:
Signature:Signature:
Date:Date:
Company Name:………………………………………………………………………………
Address:………………………………………………………………………………………...
……………………………………………………………………………………......
......
Contact:………………………………………………………………………………………...
Telephone:…………………………………………………………………………………….
Email:…………………………………………………………………………………………..
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