Thank you for choosing Quantim licenced software. These terms (“Terms”) set out the work which Technology 2 Ltd (“Technology 2 Ltd” or “We”) will carry out as part of our service to you (“You” or “Client”) and the Terms upon which the Quantim licenced software is licensed to you.

1. 2.1 Your licence to use Quantim licenced software commences on the date of the installation of the Quantim licenced software and continues for as long as you pay the monthly licence fee. There is no minimum licence term. You may cancel the licence and cease paying the monthly licence fee provided 3 months’ notice period has been given in writing.
2. 2.2 When Technology 2 Ltd receive the three months’ notice, Technology 2 Ltd will arrange a date with you to uninstall the Quantim licenced software. As part of the decommissioning process, Technology 2 Ltd will provide you with any data which was held on Quantim licenced software in Microsoft Excel spreadsheet format.

1. 3.1 Technology 2 Ltd grants the Client a non-exclusive Licence to use Quantim licenced software for any of your normal business purposes for as long as you pay the monthly licence fee.
2. 3.2 The Client may not:
   • 3.2.1 Reverse engineer or decompile any part of the Quantim licenced software
   • 3.2.2 Modify or add to the software in any way
   • 3.2.3 Have direct access to the database, or database design, other than through the use of the Quantim licensed software
   • 3.2.4 Remove any copyright or proprietary notices on the software or documentation.

• Implementation

  1. 4.1 Upon receiving your order and in consideration for the implementation fee Technology 2 Ltd will arrange a mutually convenient time with you so that Technology 2 Ltd can install the Quantim licenced software.
  2. 4.2 Technology 2 Ltd include data migration as part of the initial set up. Technology 2 Ltd will analyze your existing data (if any) and (where possible) use it to populate the Quantim database. If the existing data requires any corrections or if all or part of the data cannot be used, Technology 2 Ltd shall discuss any such problems with you and the parties shall decide (acting reasonably) how to proceed with the installation.
  3. 4.3 Technology 2 Ltd will provide appropriate information and discuss the various configuration options for Quantim licenced software with you. Prior to installation, you should notify us of the configuration options you wish to adopt, and Technology 2 Ltd will implement them during the installation.
  4. 4.4 Our expertise is in the Quantim licenced software therefore Technology 2 Ltd are not able to advise you in relation to the configuration or set up of your servers, networks, other hardware or software upon which Quantim licenced software operates but Technology 2 Ltd are happy to provide information on Quantim licenced software’s requirements to your IT department or company as necessary.

• Training

  1. 4.5 Following the installation of Quantim licenced software, Technology 2 Ltd will provide your staff with training online via screen sharing software.
  2. 4.6 The initial training will cover how to book Time and Expenses, plus how to add/amend Jobs and Clients. This is designed to give your staff a reasonable start to using the system.
  3. 4.7 Subsequent training will be undertaken approximately two weeks later and aimed at the practice manager/partner level staff via the same method.

• Client Support and Advice

  1. 4.8 Our staff will be available to provide you with reasonable advice and technical guidance relating to the installation and operation of Quantim licenced software. If you have any queries please call 0151 528 9938. Technology 2 Ltd will provide this service between the hours of 9:00 – 17:30 Monday to Friday.
  2. 4.9 If Technology 2 Ltd cannot answer your call Technology 2 Ltd will respond to your message as soon as reasonably possible. Please note that Technology 2 Ltd has to prioritize the queries received according to their urgency. Technology 2 Ltd will try to keep you informed of the progress of any query you raise and resolve your query as soon as is reasonably possible.
  3. 4.10 Whilst every effort is made to resolve queries promptly and efficiently, Technology 2 Ltd does not guarantee to provide specified members of staff.
  4. 4.11 If the Client notifies Technology 2 Ltd that it suspects or detects an error in the Quantim licensed software, Technology 2 Ltd shall use its best efforts to confirm the existence of such error and shall correct it as part of its obligations under this Agreement.

• Future Upgrades

  1. 4.12 As part of your licence you are entitled to receive all future upgrades to the Quantim licenced software.

• Enhancement Requests and Functionality Suggestions

  1. 4.13 As part of your licence you are entitled to request enhancements to the Quantim licenced software. The definition here of ‘enhancements’ is minor modifications. Technology 2 Ltd does not accept significant re-developments and new modules as ‘enhancements’. The final decision as to whether to undertake an enhancement rests with Technology 2 Ltd.
  2. 4.14 Technology 2 Ltd believes in the continued improvement of the Quantim licenced software and is keen to receive user feedback and input which will improve the existing functionality in Quantim licenced software. The Client may suggest that additional functionality is added to Quantim licenced software. However, the final decision on whether to incorporate the additional functionality rests with Technology 2 Ltd.
  3. 4.15 It is not always possible to incorporate all enhancement requests or functionality suggestions, however Technology 2 Ltd will entertain all reasonable requests, and where possible Technology 2 Ltd will incorporate suggested enhancements into Quantim licenced software.
  4. 4.16 Unfortunately Technology 2 Ltd cannot commit to any timescales for building such enhancements or functionality requests into Quantim licenced software. All enhancements will be included in upgrades to be rolled out to all clients. This allows us to make sure that all Quantim licenced software users benefit from the input of the user community as a whole.

1. 5.1 You agree to pay Technology 2 Ltd the implementation fee by the date of installation.
2. 5.2 Your monthly licence fee should be paid via BACS or Standing
3. 5.3 The monthly licence fee has been calculated by reference to the number of users within your organization that use the Quantim licensed software. If your usage exceeds or falls below, the relevant license fee user bands you shall notify us immediately and your monthly licence fee shall be adjusted with immediate effect.
4. 5.4 All sums payable and considerations to be provided under this Agreement are exclusive of VAT (unless the contrary is expressly stated).
5. 5.5 If the Client does not pay the implementation fee or monthly licence fee on the due date Technology 2 Ltd reserve the right to charge interest at the statutory rate.
6. 5.6 Technology 2 Ltd shall not increase the licence fee more than once in any two-year period and any such increase shall not be more than 10%.
7. 5.5 Technology 2 Ltd shall notify you at least one month in advance of any increase in the licence fee and the new licence fee shall be effective and payable from the first full month following the notice period. You do of course always have the right to cancel your licence should you wish.

1. 6.1 Either party may terminate this Agreement by giving to the other party three months’ notice in writing.
2. 6.2 Technology 2 Ltd reserve the right to terminate this Agreement with immediate effect by notice in writing in any of the following events:
   1. 6.2.1 You fail to pay any installment of the licence fee when it falls due and it remains due for more than 60 days
   2. 6.2.2 You breach your obligations under this Agreement and Technology 2 Ltd give you notice setting out details of the breach, the steps required to remedy it, and a period of at least 30 days to do so and you fail to remedy the breach to our reasonable satisfaction
   3. 6.2.3 A meeting is convened, or a petition is presented, or an order is made, or an effective resolution is passed, or notice is given for your winding up or dissolution (other than for the sole purpose of amalgamation and reconstruction)
   4. 6.2.4 An application is made for, or any meeting of your directors or members resolves to make an application for, or a petition is lodged for the making of, an administration order in relation to you
   5. 6.2.5 An incumbrancer takes possession, or a receiver or manager or administrative receiver is appointed, of the whole or any part of your assets
   6. 6.2.6 You cease or suspend the payment of any of your debts or you are unable to pay your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986
   7. 6.2.7 A proposal is made for a composition in satisfaction with your debts or a scheme or arrangement of its affairs including a voluntary arrangement within the meaning of part I of the Insolvency Act 1986.
3. 6.3 Termination in accordance with clause 6 shall not affect any right of action or remedy of either party. All provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.
4. 6.4 At the termination of this Agreement for any cause whatsoever, the client shall deliver up the Quantim licenced software to Technology 2 Ltd and shall destroy all copies of the software documentation, or any part thereof held for back-up purposes including the Quantim licenced software database, and shall lose the rights to use the Licensed Software thereafter. Technology 2 Ltd will contact you to arrange a mutually convenient time for our staff to carry out the removal of Quantim licenced software from your IT systems. The data held in the Quantim licenced software databases shall be exported into Microsoft Excel files and shall be provided to the Client.
5. 6.5 You shall have no right to any refund of the licence fee under this Agreement including, without limitation, on termination of this Agreement.

1. 7.1 Technology 2 Ltd shall not be liable to you on any legal basis for any of the following losses or damages, whether direct or indirect, and whether or not such losses and/or damages were foreseen, foreseeable or known:
   • 7.1.1 Loss of, damage to, or corruption of data;
   • 7.1.2 Economic loss;
   • 7.1.3 Loss of actual or anticipated profits;
   • 7.1.4 Loss of business revenue;
   • 7.1.5 Loss of anticipated savings;
   • 7.1.6 Loss of business;
   • 7.1.7 Loss of opportunity;
   • 7.1.8 Loss of goodwill; or
   • 7.1.9 Any indirect, special, or consequential loss or damage howsoever caused.

1. 8.1 Technology 2 Ltd warrant to you that:
   • 8.1.1 Technology 2 Ltd has full authority to license the software and the documentation to you;
   • Your use of the Quantim licenced software shall not infringe any intellectual property of any third party;
   • 8.1.2 If you discover an error in the software which affects your use of the software in accordance with this Agreement and you notify us of the error as soon as reasonably practicable, Technology 2 Ltd shall correct such error-free of charge.
2. 8.2 Technology 2 Ltd shall not be responsible for any failure to comply with the above warranties if such failure is attributable to:
   • 8.2.1 Your or any third party’s, software or equipment not provided and/or developed by us under or pursuant to this Agreement;
   • 8.2.2 Any changes or modifications to the software not provided by us under or pursuant to this Agreement or caused by the incorrect use, abuse, or corruption of the software or by the use of the software with other computer programs or on equipment with which it is incompatible;
   • 8.2.3 Any errors occurring as a result of incorrect data or data which does not conform to required input formats or
   • 8.2.4 The Quantim licenced software being used other than as permitted by this Agreement.
3. 8.3 You warrant that you have full capacity and authority to enter into and to perform this Agreement and that this Agreement is executed by your duly authorized representative.

1. 9.1 Both parties acknowledge that this Agreement creates a relationship of confidence and trust between them with respect to any information of a confidential or secret nature applicable to the business of either party, including but not limited to secret processes, trade secrets, customer lists, pricing methods, techniques, inventions, computer software and know-how (herein collectively called “confidential information”). Technology 2 Ltd undertakes, throughout the term of this Agreement and thereafter, to hold in trust and confidence any Confidential Information of the client which is not in the public domain nor otherwise legally obtained by Technology 2 Ltd outside this Agreement, and to refrain from using or disclosing any such information except when acting in the interest of the Client pursuant to this Agreement.
2. 9.2 The Client undertakes, throughout the term of this Agreement and thereafter, to hold in trust and confidence any Confidential Information of Technology 2 Ltd which is not in the public domain nor otherwise legally obtained by the client outside this Agreement, and to refrain from using or disclosing any such information except when acting in the interests of Technology 2 Ltd pursuant to this Agreement.

1. 10.1 You may not deal in any way with this Agreement and/or its rights and obligations under it and may not grant sub-licences.
2. 10.2 Any notice or notification required or authorized to be given under this Agreement by one party to the other shall be in writing and sent to the other party at its registered office.
3. 10.3 This Agreement sets out the entire Agreement and understanding between us both in respect of the subject matter of this Agreement and supersedes and replaces any and all other representations, understandings, and agreements relating to its subject matter.
4. 10.4 No failure or delay by either party to exercise any right or remedy will operate as a waiver. All such rights are not exclusive of each other.
5. 10.5 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
6. 10.6 This Agreement and any matter arising from it shall be governed by and construed in accordance with English law. The parties agree to submit to the exclusive jurisdiction of the English courts in relation to this Agreement and any such matter.