Terms and Conditions

License Agreement

Background:

The License Agreement the “Agreement” between you the “the Licensee” (meaning Individual, School, Organisation, Business or any Legal Entity) which can be either an and end user of this Software and “LivWell” Ltd registered office at The Crown Building, Sandy Lane, Rugeley, Staffordshire. WS15 2LB. 

This Licence Agreement, together with any and all other documents referred to herein, set out the terms under which paid content, accessed via subscriptions, is sold by “LivWell Health Ltd” to “the Licensee” through this website, www.livwellhealth.co.uk. Please read this Licence Agreement carefully and ensure that you understand it before purchasing a subscription.  You will be required to read and accept this Licence Agreement when ordering a subscription. If you do not agree to comply with and be bound by this Licence Agreement, you will not be able to purchase a subscription and access paid content through our site.

The word “Software” in the agreement means the LivWell IP that is outlined in point 1. 

1. Ownership.

The Software and any accompanying documentation are owned by LivWell Health Ltd or its licensor where other vendor product, software, plugins or services are used in the delivery of the Software and are protected under copyright law. Ownership of the Software and all copies, modifications, and merged portions shall at all times remain with LivWell Health Ltd. Access to the Software is provided to you only to allow you to exercise your rights under this Agreement. This Agreement does not constitute a sale of the Software or related documentation, or any portion thereof. You do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights to the Software or in the media or related documentation. All rights not expressly granted to you under this Agreement are reserved by LivWell Health Ltd.

2. Grant of Licence.

LivWell Health Ltd grants to the Licensee and the Licensee accepts, subject to the terms and conditions set out in this Agreement, a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right to use the Software solely and strictly in accordance with this Agreement and the conditions and restrictions applicable to the licence type for which the Licensee” has paid.

3. Fees.

All of your rights under this Agreement are contingent upon payment of all applicable Licence Fees. The “Fee” being the price charged by LivWell Health Ltd to the Licensee for the use of the Software.

4. License Type.

The Software will be provided as Software as a Service by LivWell Health Ltd and accessed by the Licensee using browser based personal computer and mobile devices and shall mean the purchase of the rights to use the software for an agreed period of use and allows a licensee to use the software during that period covered and includes support and maintenance.
The Agreement shall allow the use of the Software by the Licensees staff based on the number of users agreed between LivWell Health Ltd and the Licensee and included in the Fee.
The Licenses Fee shall be paid for annually in advance for a minimum term of 1 year or agreed term as required. The Licence Fee is automatically renewed on the 1st and subsequent years anniversary by means of an invoice that covers all fees associated to the Licensees current software configuration and will cover the required period of Software use.

5. Scope of Use.

This Agreement is personal to the Licensee. The Licensee may not rent, lease, sub-licence, host or transfer the Licence for the Software or any of the accompanying documentation to any other person or entity or allow any other person or entity to use the Software. The Licensee may use the Software only for their business purposes as agreed with LivWell Health Ltd and included in the Fee. The Licensee may use the Software in connection with services the Licensee provides to their funding and governing bodies, including reports that they provide to other organisations, but the Licensee may not otherwise use the Software to process data for any other person or entity.

5.1 Each Agreement covers access to a single instance of the Software as a service for production use only. The Licensee may use the Software and the Documentation to the extent necessary training purposes and to the extent otherwise expressly permitted by this Agreement. Every copy shall include the copyright and other restricted rights notices contained in the original copy delivered. Any additional instances of the software and service must be separately licensed.

5.2 Except as expressly permitted by this Licence and save to the extent and in the circumstances expressly required to be permitted by law you are not permitted to rent, lease, sub-licence, loan, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of the Software or otherwise derive the source code of the Software, or use reproduce or deal in the Software or in any part of the Software nor permit any third party to access the software for the same purposes.

6. Copies.

Except as specified in 5.2 above, you may not copy all or any part of the Software or related documentation.

7. Data Confidentiality.

All personal information that We may use will be collected, processed, and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) and your rights under the GDPR.

7.1 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to our Privacy Policy https://livwellhealth.co.uk/privacy-policy/. 

8. Use of Data.

During the term of this Agreement the Licensee grants LivWell Health Ltd a royalty free license to use the data stored in or via the Software in clear text, anonymised or pseudonymised forms for the purposes of analysis in the development of the Software to provide new features and capabilities, for the purposes of support and maintenance, for the purpose of tracking performance of the software and the pupils, teachers and schools that benefit from the use and the Software and for the purposes of marketing the Software and LivWell Health Ltd.  

9. Support & Maintenance.

Software Support & Maintenance for bug fixes and maintenance patches and the associated Software change is included in the annual Fee for the Software. The Support and Maintenance fee entitles the Licensee to receive product support for issues experienced with the normal operation of the Software within the scope of this License Agreement, and any applicable bug fixes, patches or upgrades that are appropriate to the resolution of the problem reported.

Support for the software can be accessed via the Support page on the LivWell website. LivWell support operates between 8.30am and 5:00pm (UK) Monday to Friday excluding Bank Holidays.

10. Upgrades and Updates.

LivWell Health Ltd reserves the right to upgrade and/or modify the Software for the purpose of Support and Maintenance of the Software and to ensure its ability to deliver the Software for use as described in this Agreement.
Nothing in this Licence shall be construed to obligate LivWell Health Ltd to provide upgrades or updates to you under any circumstances and any support, maintenance, updates or new releases of the Software that LivWell Health Ltd may choose to provide or supply will be made available in such manner and at time(s) as LivWell Health Ltd deems appropriate.

11. Protection of Software and Documentation.

The Licensee agrees to take all reasonable steps to protect the Software and related documentation from unauthorised copying or use. The Software source code represents and embodies the trade secrets of LivWell Health Ltd and/or its licensors and are not licensed to the Licensee, you the Licensee agree to take all reasonable measures to avoid any unauthorised disclosure of the same. The Licensee acknowledges that the Software and any documentation are to be treated by them as confidential.

Lesson Plans which are the primary teaching aid that are generated as a part of the Licensees use of the software and printed copies of Lesson Plans remain the intellectual property of LivWell Health Ltd.

12. Legends and Notices.

The Licensee agrees that they will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or related documentation.

13. Trademarks.

This Licence does not authorise the Licensee to use LivWell’s name or any of its trademarks or logos, which include but are not limited to “LivWell Health Ltd” and the LivWell logo.

14. Assignment and Transfer.

The Licensee may not assign or otherwise transfer, in whole or in part, any of the rights, obligations or interest in or under this Agreement without LivWell Health Ltd prior written consent. Any attempted assignment without LivWell Health Ltd prior written consent will be void. A merger or other acquisition by a third party will be treated as an assignment. LivWell Health Ltd may at any time and without the consent of the Licensee assign all or a portion of its rights and duties under this Licence to a company or companies wholly owning, owned by or in common ownership with LivWell Health Ltd.

15. Term and Termination.

This Agreement is effective upon the Licensees acceptance and payment of the applicable Fees and will remain in force subject to LivWell Health Ltd receiving all payments due under the Agreement. This Agreement will terminate automatically if the Licensee is in breach any of the terms and conditions. Upon termination, the Licensee shall immediately cease to use the Software, Lesson Plans and related documentation, and return all copies to LivWell Health Ltd.  To terminate the use of the software, the Licensee needs to give LivWell Health Ltd 30 days days notice.

16. Users.

The Licensee will be provided with a user name and password for each user of the Software as agreed with LivWell Health Ltd to allow use of the Software and access to LivWell Health Ltd Support. 

The individual username and password should be kept confidential to the user and any administrator of the Software to ensure that the software is used only by Users permitted by the Licensee and in line with the terms of this Agreement.

17. Warranty.

LivWell Health Ltd warrants to the Licensee, end user, that the Software will perform substantially in accordance with the accompanying documentation. LivWell Health Ltd does not warrant that the Software is error-free or that the Software will operate without interruption.

17.1 This warranty does not apply to any Software that has been altered, damaged, abused, misapplied, or used other than in accordance with this Licence and any instructions included on the Software, the accompanying documentation or LivWell Health Ltd sales order form.

17.2 LivWell Health Ltd entire liability and your exclusive remedy under this warranty shall be the repair or replacement of any Software that fails to conform to this warranty or at LivWell Health Ltd option, return of the licence fees paid for the Software. LivWell Health Ltd shall have no liability under this warranty unless the Software is returned to LivWell Health Ltd within the warranty period. Any replacement Software will be warranted for the remainder of the original warranty period of ninety (90) days.

17.3 LivWell Health Ltd warrants that it has the full authority, licences and consents necessary to grant this the Licensee the use of the Software on the terms of this Agreement.

17.4 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to condition, quality, performance, fitness for purpose or otherwise, including those concerning the supply or purported supply of, failure to supply or delay in supplying the Software is given or assumed by LivWell Health Ltd and all such warranties, conditions, undertakings and terms are excluded to the fullest extent permitted by law.

18. Limitation of Liability

LivWell Health Ltd will have no liability under or in connection with this licence in respect of loss of profits, whether direct or indirect, loss of business, loss of revenue, loss of contract, loss of goodwill, loss of anticipated savings, loss of use or value of any equipment including software, wasted management or other time, whether direct or indirect, whether, for the avoidance of doubt, those losses arise in the normal course of business or otherwise, or any indirect or consequential loss howsoever arising, including without limitation by reason of misrepresentation, whether made prior to or in this licence, negligence, Breach of statutory duty, other than Tort or breach of contract, and irrespective of whether LivWell Health Ltd had been advised, knew or should have known of the possibility of such loss. 

18.1 In no event shall LivWell Health Ltd be liable for any claim whether in Contract, Tort, or any other form of liability, or any theory of liability, exceed the aggregate license fees paid by the Licensee.

19. Assumption of Risk.

The Licensee acknowledge that due to the complexity of the Software, it is possible that use of the Software could lead to the unintentional loss or corruption of data. The Licensee assumes all risks of such data loss or corruption. The warranties provided in this Agreement do not cover any damages or losses resulting from data loss or corruption. The Licensee acknowledges that it is its own responsibility to ensure that the Software meets its requirements and LivWell Health Ltd does not warrant that it shall be suitable for your requirements.  Software in general is not error free and that the existence of any errors shall not by themselves constitute a breach of this Licence by LivWell Health Ltd.

20. Audit.

The Licensee shall permit LivWell Health Ltd or its authorised representative to conduct audits at its premises on reasonable notice and during a working day to ensure the Licensee is complying with their obligations under this Licence, subject always to LivWell Health Ltd compliance with the Licensees reasonable site security, information security, access procedures and health and safety requirements as notified to LivWell Health Ltd.

21. Governing Law.

This Agreement will be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

22. Entire Agreement.

This Licence is the complete agreement between the Licensee and LivWell Health Ltd concerning the Software and related documentation and supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among the parties relating to the subject matter of this Agreement, and all past dealing or industry custom. The Licensee agrees that any varying or additional terms contained in any purchase order or other written notification or document issued by the Licensee in relation to the Software licensed shall be of no effect unless accepted by LivWell Health Ltd in writing.

23. Modification and Waiver.

LivWell Health Ltd reserves the right to update, modify or amend this Agreement as required to meet its obligations in providing the Software and in the normal operation of its business activities. No Licensee, vendor, distributor, dealer, retailer, sales person or other person is authorised to modify this Agreement or to make any warranty, representation or promise which is different than, or in addition to, this Agreement.

24. Severability.

If any of the provisions of this Agreement are held by a court or other tribunal having jurisdiction to be unenforceable, the parties intend that the provision shall be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.

25. Third-Party Software.

By accepting the terms and conditions laid down in this Agreement you also agree to be bound by the terms and conditions, if any, of third-party software supplied by LivWell Health Ltd. The parties to this Licence do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.