The following terms (hereinafter the “Perpetual Licenses Terms”) shall apply to all software perpetual licenses that are sourced by Bluefort for its Customers and shall be read and construed in conjunction with the Bluefort General Terms and Conditions of Service (hereinafter “T&Cs”).

The Customer agrees to be bound by these Perpetual Licenses Terms and the T&Cs upon entering into a principal agreement with Bluefort (hereinafter “the Principal Agreement”) which shall stipulate the type of services which Bluefort shall provide to the Customer and which may also incorporate, by reference, the provisions of other agreements of Bluefort. The Principal Agreement, the T&Cs and these Perpetual Licenses Terms shall thus be read, understood and interpreted as one document.

1. INTERPRETATION

The following rules of interpretation and definitions apply in these Perpetual Licenses Terms:

1.1. Rules of Interpretation:

These Perpetual Licenses Terms shall be read and construed in line with the provisions of the T&Cs and in line with the provisions of the Principal Agreement.

1.2. Definitions:

Services: shall be interpreted broadly as to cover any and all types of services which Bluefort shall provide to the Customer, a more detailed reference to which shall be provided by means of the Principal Agreement.

2. GENERAL

2.1 In line with the provisions contained in these Perpetual Licenses Terms, in the execution of the Services by Bluefort, the Customer may be required to purchase third party software licenses (referred to as “Software” for the purposes of these Perpetual Licenses Terms) which Software will, in most instances, be for a perpetual license of use of same with or without enhancement plans added to it. The said Software products and/or licenses may be for Microsoft products or otherwise of other independent software vendors (hereinafter “Independent Software Vendors”).

3. PURCHASE ORDERS

3.1 The Customer shall address any such requirements in the form of a purchase order (“Purchase Order”) to Bluefort which shall use its best endeavours to source, obtain and deliver to the Customer the Software in question in accordance with the provisions of these Perpetual Licenses Terms.

3.2 Each Purchase Order shall be subject to written acceptance by Bluefort. No contract shall come into being between the Parties until Bluefort has given such written acceptance to the Customer or if performance of the applicable Purchase Order has already commenced.

3.3 Bluefort shall supply the Software set out in each Purchase Order that is accepted by Bluefort.

3.4 Bluefort shall deliver the Software and any associated documentation to the location agreed in the Principal Agreement unless otherwise instructed by the Customer.

3.5 Bluefort shall install the Software upon the equipment specified in the Purchase Order and all costs associated with installation (including but not limited to configurations, testing and deployment) shall be at the Customer’s charge in line with the Hourly Rates specified in the Principal Agreement.

3.6 While Bluefort will use reasonable commercial efforts to meet delivery times, the Customer’s only remedy for unreasonable delay in delivery will be the right to terminate the relevant Purchase Order. No other remedies shall exist in favour of the Customer against Bluefort. Risk in all media will pass to the Customer upon delivery of the Software. Title to any media will pass to the Customer when Bluefort has been paid for the related Software and any associated documentation in full in line with the terms and provisions of these Perpetual Licenses Terms.

4. THIRD PARTY LICENSE TERMS AND RELATED CONDITIONS AND LIMITATIONS

4.1 The Customer hereby agrees that the Software to be supplied to it by Bluefort under these Perpetual Licenses Terms may contain license terms which the Customer hereby undertakes to fully observe and fully adhere to. In addition, the sourcing and supply by Bluefort of any such Software may be subject to the condition that Bluefort and/or the Customer agree to a third party license or equivalent agreement (such as, but not limited to Microsoft cloud solution provider agreements) a copy of which shall be provided to the Customer and to which terms the Customer shall fully adhere. The Customer shall abide with any and all terms and conditions attached to any such third party Software. Any such terms may cover a wide range of obligations which usually include issues concerning exclusivity, term, object and source code, number of users, copying of the software, updates, modifications, sub-licensing, use of the software within a group company structure, reservation of rights, warranties, reporting of defects, termination and renewal of use of the software, intellectual property rights, confidentiality, limitation of liability and other terms of use.

5. PROCESS AND FINANCIAL CONSIDERATIONS

5.1 In furtherance to clause 3 above, on condition that Bluefort accepts the Customer’s Purchase Order, Bluefort shall raise an invoice which shall be equivalent to the Software license cost. The Customer shall pay each such invoice of Bluefort within fifteen (15) calendar days of receipt.

5.2 The Customer shall be solely responsible for the Software licenses that are sourced by Bluefort by means of these Perpetual Licenses Terms including but not limited to any enhancement plans or similar feature or option (hereinafter referred to as the “Enhancement Plan”) which any such Software might contain (such as, by way of example, Enhancement Plans relating to the Microsoft Dynamics On-Premises licenses) in particular since any such Enhancement Plan might be limited in time (such as for the first year of the Software license). Furthermore, should the Customer wish to continue to avail itself of any such Enhancement Plan which is tied with the sourced Software, and this such as by renewing same, the Customer shall inform Bluefort of this in good time by reference to and in accordance with the Software license terms and conditions, but in any event not later than two (2) months before the due date (it usually being the anniversary date of the Software license commencement term or date) that would need to be observed when notifying Microsoft or the Independent Software Vendor in question of the request for the renewal of the relevant Enhancement Plan. In any such eventuality, Bluefort shall raise an invoice which shall be equivalent to the Software Enhancement Plan fees and the Customer shall pay any such invoice of Bluefort within fifteen (15) calendar days of receipt. Should the Customer fail to abide by the above-mentioned time-frames, it shall be solely responsible for any late payment fees or costs that may arise and it shall also be solely responsible for any potential refusal, by Microsoft or the Independent Software Vendor in question, to renew the Software Enhancement Plan of the sourced Software.

5.3 If the Customer fails to make any payment due to Bluefort by the due date for payment, then, without limiting Bluefort’s remedies in terms of these Sourcing of Perpetual License Terms, the T&Cs and the Principal Agreement or at law, the Customer shall pay interest on the overdue amount at the rate of six percent (6%) per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after any possible Court judgment to such effect. The Customer shall pay the interest together with the overdue amount.

5.4 All amounts due in connection with these Sourcing of Perpetual License Terms shall be exclusive of VAT and shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. CONFIGURATION SERVICES AND SUPPORT & MAINTENANCE SERVICES

6.1 Any and all types of configuration services to the Software which the Customer shall request Bluefort to attend to shall be considered to be part of the Services which may be addressed by other agreements entered into with Bluefort or by the provisions of the Principal Agreement.

6.2 Any and all types of software support and/or maintenance services which the Customer shall request Bluefort to attend to shall be considered to be part of the Services dealt with as provided in the previous paragraph of this clause.

Version TACCS_LP1.0c

Revision date: 29 January 2019