RAMACS END USER LICENCE AGREEMENT In return for being provided with access to the Service and Software Materials by RAMACS, you agree (and in doing so, you confirm in your capacity as an individual, that you are an authorised agent for the Licensee) to the following terms and conditions (the “ Agreement ”) on behalf of the organisation named in the registration form which you completed (the organisation being referred to as the “ Licensee”). The Licensee acknowledges that the Agreement is a contract between the Licensee and RAMACS Limited, governing the Licensee’s and its employees use of the Service and Software Materials; and that pursuant to this Agreement it may also be entering into a separate licensing agreement with the respective third party licensor (where applicable), as referred to in this Agreement. The Service and Software Materials are licensed to the Licensee. The Service and Software Materials are, and remain the property of RAMACS. By in any way installing, activating, copying or otherwise using the Service or Software Materials, or any part of them, the Licensee agrees to be bound by the terms of this Agreement. If the Licensee does not agree to the terms of this Agreement, the Licensee may not install, activate, copy or in any way use the Service or Software Materials, or any part of them, but instead the Licensee must communicate the Licensee’s refusal to accept the Agreement, to the Supplier within 7 days of the Supplier agreeing to provide the Licensee with access to the Service and Software Materials, and the Licensee must within this period also return to the Supplier all information, software, documentation and materials which the Supplier has made available to the Licensee. If the Licensee complies with this 7 day time period, the Licensee will be provided with a full refund of any payments which the Licensee has made to the Supplier to access the Service and Software Materials which are being cancelled. If the Licensee fails to comply with this timescale, the Licensee will have been deemed to have accepted the provisions contained within this Agreement, and the Licensee agrees to comply with them in installing, activating, copying, using and accessing the Service and Software Materials. 1. Definitions 1.1. In this Agreement the followingwords and expressions shall have the following meanings: 1.2. "Account Code" means a unique code which is used to identify and manage a Licensee’s account. 1.3. "Account Section" means the Licensee’s account section made available to the Licensee by RAMACS Limited on the Website. 1.4. "Additional “ means the additional licensing terms and conditions specified on the Website Licence Terms (including the Third Party Contracts), which apply to the Databases and Software Materials that the Licensee has confirmed that it wishes to access. 1.5. "Credit" means the authority from RAMACS Limited to download a Data Response from the Website. 1.6. "Credit Pack" means a package of multiple Credits for use over a specified period of time, pre-purchased from RAMACS Limited, the prices and duration of which can be found at the Website. 1.7. “Data Response” means the data response generated by a Web Service Query. 1.8. "Database" means a third party database made available to the Licensee by RAMACS Limited. 1.9. "Documentation" means the documentation made available from time to time by RAMACS Limited pursuant to this Agreement. 1.10."Licence Key" means the licence key to authenticate an account for Web Service Queries. 1.11."Licence Period" means the period for which the Credit Pack is valid, as indicated on the Website 1.12."Licensor" means a third party licensor of the Database. 1.13."Password" means the password selected by the Licensee to verify the Licensee’s 1.14. identity prior to being given access to the Website. 1.15. "RAMACS Limited Offering" means that part of the Software Materials and Service which is owned and developed by RAMACS Limited, but for the avoidance of doubt, excludes: the Database; any third party data; any third party software; any third party materials; any third party services; any third party documentation. 1.16. "RAMACS Limited Website" means RAMACS Limited’s website at www.ramacs.co.uk ,www.ramacs.com and www.ramacs.eu 1.17. "Price List" means the list of charges and payment methods for the Service (including Credit Packs), details of which are available on the Website. 1.18. "Service" means a service which has the objective of allowing the processing of Web Service Queries which result in one or more Data Responses being made available to the Licensee pursuant to this Agreement. 1.19. "Software" means the software and data (including without limitation the relevant 1.20. Databases) either downloaded from the Website or supplied on CD-ROM by 1.21. RAMACS Limited which enable the Licensee to access or use the Service; including any updates to this issued from time to time by RAMACS Limited. 1.22. "Software” means the Software and the Documentation."Supplier" means RAMACS Limited. “Third Party means the Third Party Licences and Third Party EULAs. Contracts” "Third Party means the third party licences (which are made available on the Website) Licences" imposed by the Licensors on RAMACS Limited in respect of the Software Materials and Service. 1.23. "Third Party means the third party end user licences (which are made available on the EULAs" Website) which are applicable to the Licensee’s use of the Software Materials and Service."Web Service means the Licensee's successful request made to the Database. Query" "Website" means RAMACS Limited's website at www.ramacs.co.uk ,www.ramacs.com and www.ramacs.eu (however, to the extent that the Service is being made available by CD-ROM rather than online, then the Website will also be deemed to include a reference to the any documentation, data and software sent or made available to the Licensee pursuant to the CD-ROM or this Agreement, as applicable). 2. The headings contained in this Agreement are for convenience of reference only and shall not affect its interpretation. References to “person” includes an individual, company, firm, partnership, government body, or other legal entity. Words indicating the singular shall include the plural and vice versa. Words indicating a gender shall include each gender. The words and phrases “including” and “in particular” shall be without limitation to the generality of any preceding words and any preceding words shall not be construed as being limited to a particular class where a wider interpretation of those words and phrases is possible. 3. References to any statute or statutory provision shall include (i) any subordinate legislation made under it, and (ii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification). 4. All sums payable hereunder are expressed exclusive of VAT and any other applicable tax and duty payable upon such sums which shall be added if appropriate at the rate prevailing at the relevant tax point. 5. Grant of Licence 5.1. RAMACS Limited hereby grants to the Licensee the non-exclusive, non-transferable, revocable right for the Licence Period to use the Software Materials and Service, subject to the terms and conditions set out in this Agreement and any additional provisions contained in the Additional Licence Terms. The Licensee acknowledges that the requirements of the Additional Licence Terms are expressly incorporated into the Agreement, and all references to the Agreement, also include a reference to the requirements of the respective Additional Licence Terms. 5.2. This Agreement grants the Licensee, a licence to use the Software Materials and Services for its internal business purposes in accordance with the Agreement and Documentation, by only the number of users corresponding to the number of licences for the Software Materials and Services which have been purchased by the Licensee (provided that the Licensee has accepted the Agreement in respect of all such licences). 5.3. Unless otherwise permitted by the Additional Licence Terms in respect of the relevant Software Materials: the Licensee may not distribute copies of the Software Materials to third parties or electronically transfer the Software Materials from one computer to another; and the Licensee agrees that it may not use the Software Materials or Service by multiple users of a multi-user or networked system at any time. 5.4. The Licensee agrees that it may not undertake any of the following acts (except to the extent expressly permitted by law): 5.4.1. copy the Software Materials or any part of it (although the Licensee may make a copy of the Software (and any Documentation provided electronically) for back-up purposes only); 5.4.2. translate, adapt, vary, modify the Software Materials or Services; 5.4.3. disassemble, decompile or reverse engineer the Software; 5.4.4. rent, lease, loan, resell, distribute, network or create derivative works based upon the Software Materials, Service, or any part of them; 5.4.5. use the Software or Service to provide any software or a service which competes with the Software or Service; 5.4.6. use the Software or Service through an intranet or extranet, unless otherwise permitted by the Additional Licence Terms; 5.4.7. violate any fair use policy of RAMACS Limited in force from time to time, in respect of number of Web Service Queries where the Service is being provided via the RAMACS Limited Website; 5.4.8. exceed a reasonable number of Web Service Queries where the Service is being provided via the RAMACS Limited Website; 5.4.9. any act or omission which has the objective of circumventing the intention of any of the restrictions within the Agreement. 6. RAMACS Limited and its third party licensors retain title and ownership of the Software Materials. No intellectual property rights (including without limitation copyright) are transferred pursuant to this Agreement other than the licence to use the Software Materials and Service as expressly granted by this Agreement. All rights in the Software Materials and Service not specifically granted in this Agreement are reserved by RAMACS Limited and its licensors. 7. The Licensee agrees to promptly apply any updates to the Software Materials and Service as provided from time to time by RAMACS Limited. 8. The Licensee agrees that by requesting access to any third party data which is subject to a Third Party EULA, the Licensee is entering into such Third Party EULA (where this is the intention of the Third Party EULA), and the Licensor will therefore have rights and remedies against the Licensee pursuant to this Agreement and the Third Party EULA. Furthermore, the Licensee agrees that where it is entering into a Third Party EULA, it will bring any claims in respect of the third party data which is governed by that agreement, against the Licensor pursuant to the Third Party EULA and not against RAMACS Limited. 9. Assurances 9.1. RAMACS Limited agrees that: 9.1.1. it has agreements in place with its third party licensors, which state that it has the right to provide access to the Software Materials and Service to the Licensee; 9.1.2. it will use reasonable endeavours to: 9.1.2.1.ensure that the Software Materials and Website is free of viruses; 9.1.2.2.allow access to the Website and Software Materials during the term of this Agreement, subject to any maintenance or matters outside RAMACS Limited’s reasonable control, as the Licensee acknowledges that from time to time events may occur which affect the availability of the Service and Software Materials due to the nature of the internet, IT equipment and media; 9.1.2.3.provide regular updates to the Database accessed by the Service, 9.1.3. The Licensee acknowledges that software and data in general are not error-free and agrees that the existence of such errors in the Software Materials or Data Responses shall not constitute a breach of this Agreement. 9.1.4. RAMACS Limited warrants from the date that the respective Software and Service is made available to the Licensee, that the RAMACS Limited Offering will materially function in accordance with its Documentation. In the event that the RAMACS Limited Offering does not function in material accordance with the Documentation, and the Licensee notifies RAMACS Limited of the non-compliance, the Supplier shall use reasonable endeavours to correct and provide within a reasonable period of time by patch or new release (at its option) that part of the RAMACS Limited Offering which does not so comply, provided that such non-compliance has not been caused by: 9.1.4.1. any modification, variation, configuration or addition to the Software or Service not performed by RAMACS Limited 9.1.4.2.its incorrect use, abuse or corruption of the Software or Service; or 9.1.4.3.use of the Software or Service with other software or on equipment with which it is incompatible. 9.2. RAMACS Limited warrants that any software or documentation which it provides pursuant to this Agreement which it has developed itself, will not infringe any third party’s intellectual property rights. 9.3. To the extent permitted by law, and except as expressly set out in this Agreement, RAMACS Limited excludes all other assurances (including without limitation warranties and conditions) with respect to the Software Materials and Service, including without limitation any assurances relating to satisfactory quality or fitness for any particular purpose. 9.4. The Licensee agrees: 9.4.1. to maintain accurate and up-to-date records of the number and location of all copies of the Software Materials, and make such records available upon request to RAMACS Limited; 9.4.2. to have in place daily back-up and disaster recovery measures in respect of the systems and data with which the Software Materials or Service is used, and effective virus prevention measures (with the Licensee being responsible for virus scanning the Software Materials before, during and after installation and use; and the Licensee being responsible for its own virus protection measures to safeguard it against possible virus infection from use of the Service); 9.4.3. to supervise and ensure use of the Software Materials and Service in accordance with the terms of this Agreement; 9.4.4. to ensure that no third party who is not authorised to access the Software Materials or Service, is provided with such access by the Licensee (whether such access is provided deliberately or negligently); 9.4.5. to ensure that any of the Licensee’s systems that rely upon the use of the Software or Service for data entry or data lookup, also have a reasonable alternative manual means to continue to operate in the event that the Software Materials and Service are unavailable; 9.4.6. that although the functionality offered by Credit Packs can be used in relation to the Licensee’s website, the Licensee will ensure that any functionality offered by such Credit Packs will not be used through the Licensee’s intranet or extranet (unless otherwise permitted by the Additional Licence Terms); 9.4.7. that RAMACS Limited may block any search enquiries or looks ups on the RAMACS Limited Desktop application per end user, which exceed more than 1,500 enquiries per day (or such other amount as RAMACS Limited reasonably considers is excessive use); 9.4.8. to ensure that its employees, agents and other parties who are authorised by this Agreement to use the Software Materials and Service, are notified of and agree to the relevant provisions of this Agreement prior to such employee, agent or party using the Software Materials and Service; 9.4.9. to reproduce and include the copyright notice of RAMACS Limited or such other party as may be specified in or on the Software Materials or Service on all and any copies; 9.4.10. not to undertake any act or omission, or use or otherwise make available the Software Materials or Service in a way which would cause RAMACS Limited to be in breach of the Third Party Licences; 9.4.11. not to undertake any act or omission, or use or otherwise make available the Software Materials or Service in a way which would cause the Licensee to be in breach of the Additional Licence Terms; 9.4.12. within 7 days after the date of termination of this Agreement, or termination of RAMACS Limited’s obligation to make available any part of the Software Materials or Service, for whatever reason, Licensee agrees to destroy or return the Software Materials (including all copies) in respect of which this Agreement has been terminated (in whole or in part), in the reasonable manner directed by RAMACS Limited, and certify this in writing to RAMACS Limited as having been completed. 9.5. Each party agrees to use reasonable skill and care in undertaking its obligations. 9.6. The Licensee acknowledges that in view of the fact that the Database contains third party data, the data in the Database is provided on an ‘as is’ basis, and no assurance in respect of it is provided (including without limitation any assurance with regard to its correctness, accuracy, completeness, fitness for any purpose, or otherwise). This exclusion of assurances applies only to the extent permitted by law. 10. Price and Payment 10.1. The price (and the basis for calculation) for the Software Materials and Service is set out on the Website (as updated from time to time). 10.2. Payments shall be made by credit or debit card and shall be subject to credit confirmation prior to acceptance by RAMACS Limited of the Licensee’s registration. The Licensee will not be charged until the registration has been accepted by RAMACS Limited and no sums will be deducted from the Licensee’s account until such acceptance. All payments are due in accordance with the provisions contained on the Website. 10.3. The Licensee acknowledges that RAMACS Limited may vary the charges applicable pursuant to this Agreement, from time to time, due to the ability of certain of its Licensors to vary the charges to RAMACS Limited, its customers, pursuant to the Third Party Licences. The Licensee agrees that once it is informed of any such increase in charges which is attributable to any change in the pricing applicable under the Third Party Licences, it will either be deemed to accept such changes in the charges if it does not reject such changes prior to the future date that the charges become effective (the “New Charges Date”), or alternatively, if it rejects such varied charges prior to the New Charges Date, then RAMACS Limited may choose to exercise its termination rights pursuant to Clause 15. 10.4. If RAMACS Limited terminates this Agreement (in whole or in part) or provision of any Software Materials or Service, other than due to:(1) expiry of the Agreement or respective Credit, Credit Packs or licence; or (2) any breach by the Licensee; then it will provide a pro-rata refund of any prepaid charges paid to RAMACS Limited by the Licensee in respect of the Software Materials or Service which it is no longer able to use, with such payment being calculated and determined by RAMACS Limited in its sole discretion (with RAMACS Limited acting reasonably). 11. The Service 11.1. With regard to the on-line Service, once the Licensee's registration is accepted by RAMACS Limited, then the Licensee will be given a unique Account Code and shall be granted a non-exclusive non transferable licence to download and use the Software for the purpose of accessing and using the Service. 11.2. The basis of the use of the Service and the procedure for doing so varies according to the style of service chosen by the Licensee. The relevant details are shown on the Website. 11.3. The Licensee confirms that all information which it provides in its registration and any additional information which it provides pursuant to this Agreement, will at the time it is provided (and will continue to) be accurate and complete. If the information becomes inaccurate, incomplete or misleading any time thereafter, the Licensee will promptly inform RAMACS Limited of this in writing, together with reasonable details in respect of this. 11.4. The Service is provided solely for the Licensee’s own use under the terms set out in this Agreement. The Licensee is explicitly prohibited from reselling or attempting to resell Data Responses, or marketing or otherwise distributing the Software Materials or Service without the explicit written permission of RAMACS Limited. 11.5. RAMACS Limited reserves the right to check the URL of the Licensee’s website which is using the Service to determine that the Service is being used in accordance with this Agreement. 11.6. RAMACS Limited reserves the right to vary the technical specifications of the Software and Service at any time, or change Account Codes, Licence Keys or Passwords, giving the Licensee as much notice as is reasonably possible. 11.7. The Licensee agrees to provide: reasonable access to the premises, facilities and personnel of the Licensee; and reasonable information; to allow RAMACS Limited to verify that the Licensee is using the Software Materials and Service in accordance with the provisions of this Agreement. 11.8. The Licensee agrees to promptly provide, such reasonable information as RAMACS Limited may request from time to time, in order that RAMACS Limited can comply with its obligations pursuant to the Third Party Licences. 11.9. The Licensee acknowledges that RAMACS Limited is under no obligation to provide any support in respect of the Software Materials or the Service. If RAMACS Limited provides any such support, it will be provided on a discretionary goodwill basis. RAMACS Limited reserves the right to charge for any support requests or refuse any support requests in its sole discretion. The Licensee also acknowledges that RAMACS Limited will not be liable for any support issues, unless RAMACS Limited enters into a separate written support contract with the Licensee on RAMACS Limited’s standard support agreement which is applicable at that time, and in such circumstances, RAMACS Limited’s liability will be as agreed between the parties in that separate support agreement. 12. Records 12.1. RAMACS Limited shall keep records of the Licensee’s usage of Credits, which information can be viewed by the Licensee within the Account Section. RAMACS Limited’s determination of such usage shall be definite and final (provided that RAMACS Limited has acted reasonably). 12.2. The Licensee also acknowledges that RAMACS Limited will be able to view any of the details in the Account Section, together with other information related to the Licensee’s use of the Service (including without limitation, the Licensee’s Account Code, Licence Key and Password). 13. Password Security 13.1. The Licensee shall maintain the confidentiality and security of its Passwords and any Account Code and Licence Keys disclosed to it. The Licensee shall notify RAMACS Limited immediately if it believes that the Account Code, Licence Key or Password has been, or is reasonably likely to be, used in any unauthorised way. 13.2. If there has been unauthorised use of the Licensee’s account which is brought to RAMACS Limited’s attention, or if the Licensee has forgotten the Password, then RAMACS Limited may issue a new Account Code, Licence Key, or Password to enable continued use of the Service. This is without prejudice to RAMACS Limited’s additional rights and remedies against the Licensee. 13.3. The Licensee agrees that it is liable and responsible for all transactions undertaken using the Account Code, Licence Key or Password. With regard to any unauthorised transactions, these must be promptly reported to RAMACS Limited, and except to the extent that such transactions have occurred due to the wrongful acts of RAMACS Limited, the Licensee accepts full responsibility and liability for such transactions. 14. Liability 14.1. Nothing in this Agreement shall limit or exclude RAMACS Limited’s liability for: death; personal injury; fraud; fraudulent misrepresentation; and any liability which may not be lawfully limited or excluded. 14.2. Subject to Clause 14.1, RAMACS Limited shall not be liable in any circumstances to the Licensee for consequential, special, incidental or indirect losses, or the following losses whether direct, consequential, special, incidental or indirect losses: loss of profits; loss of revenue; loss of turnover; loss of sales; economic loss; loss of business or contracts; loss of anticipated savings or goodwill; loss of software or data; (or any losses arising from a claim by a third party for any of the above losses); whether such losses arise under contract, statute, tort (including without limitation, negligence), or otherwise 14.3. Subject to Clause 14.1, the aggregate liability of RAMACS Limited for all claims arising under or in connection with this Agreement (whether arising under contract, statute, tort (including without limitation, negligence), or otherwise) shall be limited as follows: in respect of the totality of all issues arising in respect of a sale of any service or product to the Licensee pursuant to this Agreement, to 100% of the payment made to RAMACS Limited in respect of that sale by the Licensee (the “Liability Cap”). 14.4. The Licensee acknowledges that the charges for the Service have been calculated on the basis that RAMACS Limited will exclude and limit its liability as set out in this Agreement, and that the limitations and exclusions of liability in this Agreement are therefore reasonable. 14.5. The parties agree that RAMACS Limited shall not be held liable for any loss and/or damage suffered or incurred as a result of: any claims under or in connection with the Agreement, which are not brought through legal proceedings against RAMACS Limited within 12 months following the earlier of: (1) when the cause of action arose; and (2) termination of the Agreement. 14.6. The parties agree that either party may terminate the Agreement if the Liability Cap becomes exhausted by the Licensee successfully bringing claims against RAMACS Limited (which are determined by a Court, or agreed between the parties, as owing) for at least the total amount of the Liability Cap. 15. Term, Termination and Suspension 15.1. The Agreement will continue in force until it is terminated in accordance with the provisions of the Agreement. 15.2. Any licences granted pursuant to the Agreement (either for use of the Service or any Software Materials) will be valid for the shorter of the following respective period: 15.2.1. where they relate to Credits or Credit Packs, until such Credits or Credit Packs expire through time or use as appropriate; 15.2.2. the specified period in the Account Section (or as otherwise agreed between the parties in writing); or 15.2.3. the termination of the Agreement in whole (or in part, and in such circumstances where it relates to the respective licence). 15.3. RAMACS Limited may temporarily suspend the Service for emergency or urgent operational reasons but where reasonably practicable it will give the Licensee advance warning of such suspension 15.4. If RAMACS Limited reasonably believes that the Licensee’s abnormal use of the Service is impairing the Service’s performance, then RAMACS Limited may suspend the Licensee’s access until the cause of the impairment has been resolved (such suspension will not affect the Licensee’s requirement to continue paying the relevant charges for the suspended Service). 15.5. RAMACS Limited will have the right to suspend or terminate this Agreement immediately upon notice if the Licensee fails to comply with any provision of this Agreement (such suspension will not affect the Licensee’s requirement to continue paying the relevant charges for the suspended Service; termination of the Agreement in such circumstances will also not entitle the Licensee to any refund). Upon any termination, the Licensee must return or destroy the Software Materials together with all copies, in the reasonable manner stipulated by RAMACS Limited. 15.6. RAMACS Limited may terminate the Agreement (in whole or in part) immediately upon notice to the Licensee at any time, if: 15.6.1. RAMACS Limited is no longer able to provide the Service (in whole or in part) due to the acts or omissions of the Licensors; 15.6.2. any of the Third Party Contracts terminate for any reason; 15.6.3. the Licensors vary their terms and conditions, requirements, or pricing in a manner which adversely affects RAMACS Limited or the Licensee; or 15.6.4. a Licensor claims that the use of the Database in the manner in which it is being used by RAMACS Limited or the Licensee is not permitted. 15.7. RAMACS Limited may terminate the Agreement for convenience on 30 days notice to the Licensee at any time, and in such event, RAMACS Limited will provide a pro-rata refund of any prepaid charges paid to RAMACS Limited by the Licensee in respect of the Software Materials or Service which it is no longer able to use, with such payment being calculated and determined by RAMACS Limited in its sole discretion (with RAMACS Limited acting reasonably). 15.8. RAMACS Limited may terminate the Agreement (in whole or in part) immediately if: 15.8.1. the Licensee is unable to pay its debts as they fall due or otherwise becomes insolvent, or if a receiver or an administrative receiver is appointed over any or all of the assets of the Licensee, or if any arrangement, compromise or composition of the Licensee’s debts is proposed or made by the Licensee, or if the Licensee enters or is entered into any proceedings for administration or liquidation or otherwise becomes subject to dissolution proceedings, or if any analogous event occurs in any other jurisdiction in which the Licensee carries out its business; 15.8.2. the Licensee brings any of the Licensors into disrepute; or 15.8.3. the Licensee discloses any information relating to the business of the Licensors which is specified by the Licensors as being confidential. 15.8.4. The respective Third Party EULA Agreement will automatically terminate with immediate effect if the corresponding Third Party Licence is terminated, and consequently the respective part of this Agreement will also automatically terminate immediately. 15.9. RAMACS Limited may terminate the Agreement in whole or in part for convenience at any time upon written notice (with such termination being effective on the date specified in the respective notice), where such termination is necessary for RAMACS Limited to comply with the Third Party Licences. 15.10. The Licensee may terminate the Agreement with immediate effect, if RAMACS Limited is in material breach of it obligations pursuant to this Agreement (however, where such breach is capable of remedy, the Licensee must provide RAMACS Limited with at least 30 days written notice (with express written reference to its right to terminate the Agreement pursuant to this clause) allowing RAMACS Limited to remedy the breach, and only if RAMACS Limited does not remedy the breach within this time period, may the Licensee terminate the Agreement). 15.11. If the Licensee terminates the Agreement pursuant to clause 9.10, then the Licensee’s sole and exclusive remedy is a pro-rata refund of any prepaid charges paid to RAMACS Limited by the Licensee in respect of the Software Materials or Service which it is no longer able to use, with such payment being calculated and determined by RAMACS Limited in its sole discretion (with RAMACS Limited acting reasonably). 15.12. Termination of the Agreement is without prejudice to both parties’ rights and remedies. 15.13. The provisions of this Agreement which are expressed to, or intended to, survive termination, shall continue in full force and effect. 16. Force Majeure 16.1. If RAMACS Limited is prevented from complying with its obligations due to any event beyond its reasonable control, it shall not be in breach of this Agreement or otherwise liable to the Licensee by reason of any delay in performance or non-performance of any of its obligations due to such events. 17. Assignment and Sub-contracting 17.1. The Licensee may not assign this Agreement (whether in whole or in part) without the prior written consent of RAMACS Limited. 17.2. RAMACS Limited may subcontract and assign any or all of its obligations and rights pursuant to this Agreement. 18. Contracts (Rights of Third parties) Act 1999 18.1. The Licensors shall have the right to enforce the provisions of this Agreement which are for their benefit, by virtue of section 1 of the Contracts (Rights of Third Parties) Act 1999. No other person who is not a party to this Agreement shall have the right to enforce any term of this Agreement. 18.2. The parties may, notwithstanding section 2(1) of the Contracts (Rights of Third Parties) Act 1999, vary or terminate this Agreement (in whole or in part) without requiring the consent of the Licensors. 19. Variations 19.1. No variation of this Agreement shall be effective unless it is in writing and is signed by an authorised representative of each party. 20. Severability 20.1. If at any time any part of this Agreement becomes void or unenforceable under any applicable law it shall be deemed to be deleted from this Agreement and the remaining provisions of this Agreement shall continue unaffected. 21. Waiver 21.1. No provision of the Agreement shall be waived unless agreed to be waived by both parties in writing (however, where a right must be exercised within a specified time period, then that right will be waived if it is not exercised within such time period). If any provision is waived, then that waiver shall operate for that instance only and not future instances, unless agreed otherwise by both parties in writing. 22. Entire Agreement 22.1. This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement (the “Subject Matter ”) and supersedes all other written and oral communications between the parties relating to the Subject Matter. The express terms, conditions and warranties in this Agreement are in lieu of all warranties, conditions, terms, representations, statements, undertakings and obligations whether express or implied by statute, common law, custom, usage or otherwise all of which are hereby excluded to the fullest extent permitted by law. The parties hereby confirm that they have not relied upon any representations, communications or other matters which have not been expressly stated in this Agreement. Notwithstanding any provision to the contrary, nothing in this Agreement limits or excludes either party’s liability for fraudulent misrepresentations 23. Law and Jurisdiction 23.1. This Agreement and any dispute or claim arising in connection with it shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English Courts to which the parties irrevocably submit. 24. Questions 24.1. Should you or the Licensee have any questions or issues concerning this Agreement, RAMACS Limited may be contacted by writing to Legal Department, RAMACS Limited, 25 Ardingly, Bracknell, Berkshire, RG12 8XR, England or by e-mail to legals@ramacs.com.