BPP Holdings Plc
SINGLE USER SOFTWARE LICENCE AGREEMENT

1. GENERAL
(a) In this Agreement (i) "Company" means <ABBR>BPP</ABBR> Holdings plc, a company incorporated in England under the Companies Acts with registered number 1245304 and having its registered office at <ABBR>BPP</ABBR> House, 142/144 Aldine Place, Uxbridge Road, London, W12 8AA; (ii) "Customer" means the person installing or using the Software; (iii) "Designated Equipment" means the hardware used by the Customer at home and/or at work immediately prior to the Customer's acceptance of the terms and conditions of this Agreement; (iv) "Licence Fee" means the fee paid by the Customer to the Company in consideration of the licence of the Software by the Company to the Customer on the terms and conditions set out herein; (v) "Purpose" means the personal training of the Customer; (vi) "Software" means the software recorded on the disk or CD-Rom sent by the Company to the Customer upon which disk or CD-Rom this Agreement is recorded; and (vii) "Third Party" means any person (legal or otherwise) or entity other than the Company and the Customer.

(b) No amendment to this Agreement shall be competent except with the prior written consent of both parties, such consent not to be unreasonably withheld. 

2. SOFTWARE LICENCE 
(a) The Company hereby grants to the Customer a non-exclusive licence to use the Software on the Designated Equipment for the Purpose. The Customer shall make no other use of the Software and, without prejudice to the generality of the foregoing, shall not (i) repair, adjust, alter, modify, merge, translate, decompile, disassemble or reverse engineer the Software nor (ii) use the Software for any purpose other than the Purpose. The Customer acknowledges that the licence hereby granted is restricted to the Customer personally and the Customer hereby undertakes:- (i) to ensure that no Third Party shall use the Software in any way at any time; and (ii) not to sub-license the Software to any Third Party at any time.   

(b) The Company agrees to supply the Customer with one copy of the software.  The Customer shall be entitled to install the Software onto the Designated Equipment.  For the avoidance of doubt this shall mean that the Customer shall be entitled to two unlock codes on two separate stand alone PCs. Property and risk in the media upon which the Software is recorded will pass to the Customer on the date of delivery by the Company to the Customer of the media upon which the Software is recorded. 

(c) The Software may only be used by the Customer and only on the Designated Equipment.
	
3. LICENCE FEE
(a) The Customer agrees to pay to the Company the Licence Fee within 28 days of receiving a Value Added Tax invoice therefor. The Licence Fee covers the licence for the Software. The Licence Fee is quoted, unless otherwise stated, exclusive of any applicable Value Added Tax which the Customer shall be additionally liable to pay to the Company. No deductions shall be made by the Customer from any payments due under this Agreement and the Customer shall not be entitled to withhold or set off payments for any reason whatsoever. 

(b) Any amounts which remain unpaid by the Customer to the Company after the due date for payment thereof in terms of clause 3(a) or clause 6(c) shall, if the Company in its sole discretion so decides, accrue interest at the rate of 4% per annum above the base rate of the Royal Bank of Scotland plc from time to time from the due date for payment until the date on which payment of the amount outstanding is made in full by the Customer. 

4. INTELLECTUAL PROPERTY RIGHTS & CONFIDENTIALITY
(a) All intellectual property rights of whatever nature (including, but without limitation, copyright, design right, semi-conductor topography right and database right) in the Software shall remain with the Company.

(b) The Customer agrees not to remove, tamper with or obscure any of the Company's copyright or trade mark notices in respect of the Software.  The Company asserts its moral right to be identified as the author of the Software.

(c) The Customer acknowledges that the Software is the confidential and proprietary information and property of the Company. The Customer agrees to maintain the confidentiality of the Software and of the terms of this Agreement save to the extent required to enable the Customer to use the Software for the Purpose and save where the Software enters the public domain (otherwise than by reason of a breach by the Customer of its obligations in terms of this clause 4(c)).

(d) The Customer shall notify the Company of any unauthorised or suspected unauthorised use of the Software as soon as he or she becomes aware of or suspects the same.

5. TRANSFER
The Company may at any time transfer any or all of its rights and/or obligations under this Agreement without the prior consent of the Customer. 

6. WARRANTIES
(a) Subject to the exclusions contained in clause 6(b) and to the limitations contained in clauses 6(c) and 6(e) below, the Company warrants that:-

(i) the Company is entitled to grant the licence to the Customer upon these terms and conditions;
(ii) the media upon which the Software is recorded will for a period of 90 days from the date of delivery to the Customer be free from defects in materials, design and workmanship;
(iii) the Software will comply with any specifications supplied by the Company to the Customer; and
(iv) if used correctly the Software will run in a substantially uninterrupted and error free manner. Having regard to the fact that the Software is a complex piece of programming and the Company having no control over the Customer's use of his or her hardware and software, the Company does not warrant that the Software will meet the Customer's training requirements or that the Customer's use of the Software will be uninterrupted or error free.

All other warranties, conditions or terms (express or implied, statutory or otherwise) in respect of the Software are hereby expressly excluded. The Customer agrees that this clause is in all respects fair and reasonable having regard to the Licence Fee, the Company's limited knowledge of the Customer and the fact that the Company has no control over the use made by the Customer of his or her hardware and software.

(b) The warranties contained in sub-clause 6(a)(ii), 6(a)(iii) and 6(a)(iv) shall not apply and shall be void where the Customer:- (i) makes improper use of or neglects the Software or Designated Equipment; (ii) uses the Software on any equipment other than the Designated Equipment or uses the Software for any purpose other than the Purpose; (iii) repairs, adjusts, alters, decompiles or modifies the Software; or (iv) the Customer is in breach of any of his or her obligations under this Agreement. 

(c) The Customer shall immediately notify the Company of any breach of the warranties. Where the breach is of the warranties contained in clauses 6(a)(ii), 6(a)(iii) or 6(a)(iv) the Company shall remedy the breach by, at the Company's sole option and cost, either (i) correcting the defect (either by effecting repairs or by supplying new conforming Software) or (ii) refunding to the Customer the Licence Fee actually paid by the Customer to the Company. Where the breach is of the warranty contained in clause 6(a)(i), the Company shall indemnify the Customer against any loss which the Customer has suffered directly as a result of having used the Software for the Purpose on the Designated Equipment. These shall be the only remedies available to the Customer in respect of a breach of the warranties contained in clause 6(a). Where, following receipt of a notification of a defect from the Customer, the Company discovers that the defect has arisen in circumstances where the warranties made in clause 6(a) are rendered void pursuant to clause 6(b) or that the defect is not contained in any of the Software, then the Company may charge the Customer a fee calculated by multiplying the number of hours spent investigating the defect by the Company's usual hourly charge out rate and any invoices so rendered by the Company to the Customer (together with any VAT payable thereon) shall be paid by the Customer to the Company in full within 28 days of the date of receipt by the Customer of the relevant invoice.
	
(d)The Customer shall indemnify the Company and keep the Company indemnified from and against any loss, costs, claims and expenses incurred by the Company as a result of any claim raised against the Company by a Third Party for any loss, injury, costs, damage or expenses caused to that Third Party by that Third Party's use of the Software.

(e)Notwithstanding any other clause of this Agreement  and except in so far as cannot be excluded by law in respect of death or personal injury, the Company shall not under any circumstances be liable to the Customer for any special, indirect or consequential loss or damages which arise from a breach of this Agreement or from liability implied or arising at law (including negligence). The term "consequential" includes, but is not limited to, loss of or reduced profit, loss of business revenue, loss of goodwill, loss of anticipated savings, loss of or reduced production, loss of materials of production, increased costs of production and loss of contract. Save in the case of death or personal injury, the liability of the Company under or arising out of any breach of this Agreement or obligation implied or arising at law (including negligence) in connection with this Agreement shall not exceed the Licence Fee actually paid by the Customer to the Company. The Customer agrees that this clause is in all respects fair and reasonable having regard to the Licence Fee, the availability of insurance for the Customer, the Company's limited knowledge of the Customer and the fact that the Company has no control over the use made by the Customer of his or her hardware and software.

7. FORCE MAJEURE
The Company shall not be responsible for failure to fulfil its obligations under this Agreement to the extent that this results from any cause beyond its reasonable control. 

8. SEVERABILITY
If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions of this Agreement unaffected by such invalidity or unenforceability shall remain in full force and effect. 

9. WAIVER
The rights and powers of the Company under this Agreement shall not be prejudiced or restricted by any delay in the exercise of those rights or powers or by any indulgence or by any forbearance extended to the Customer.  No failure or delay by the Company to exercise any such right or power shall operate as a waiver thereof nor shall any partial exercise of any such right or power preclude any other or further exercise of that or any other right or power.   

10. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Company and Customer with regard to the subject matter hereof and supersedes all prior oral or written:- (i) agreements, understandings or representations between the Company and the Customer with respect to the subject matter of this Agreement; and (ii) quotations or representations issued or made by the Company to the Customer with respect to the subject matter of this Agreement. 


11. DISTANCE SELLING
(a)The Customer hereby acknowledges and agrees that, in relation to the supply of goods pursuant to this Agreement, the Company has complied in full with the Consumer Protection (Distance Selling) Regulations 2000 ("the Regulations") and, without prejudice to the generality of the foregoing, the Customer hereby acknowledges, in relation to the supply of goods pursuant to this Agreement, receipt from the Company of all of the information which the Company is obliged to provide to the Customer in terms of the Regulations.
	
(b)Unless the Customer has unsealed the Software prior to the Customer's acceptance of the terms and conditions of this Agreement, the Customer shall have the right to terminate (ie cancel) this Agreement with the Company within 7 days of the date immediately following the date of receipt by the Customer of the Software from the Company by notifying the Company in accordance with the Regulations and this Agreement shall terminate forthwith upon receipt by the Company of such notice.  The Customer shall return the Software to the Company at the same time as making any such notification to the Company.    	

12. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the law of Scotland and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the Scottish courts.