ONCALLROTA is a trading name of Ctalk Limited, a company registered in England and Wales. The company’s registered office is at Woseley House, Staffordshire Technology Park, Stafford, England, ST18 0GA (“ONCALLROTA”), and the LICENSEE hereby agree as follows:

1. Definitions

   Terms used herein shall have the following definitions:

   LICENSEE: The person who has requested to use and accepted the responsibility for ensuring that all usage of the ONCALLROTA PROGRAM complies with the terms of this Software Licence Agreement.

   ONCALLROTA PROGRAM: The computer program(s) supplied and furnished by ONCALLROTA to the LICENSEE under the terms of this Software Licence Agreement, including the ONCALLROTA documentation for such program(s).

2. Delivery and Documentation

   ONCALLROTA agrees to provide and host the ONCALLROTA PROGRAM. The LICENSEE shall use the ONCALLROTA PROGRAM in accordance with documentation and materials furnished by ONCALLROTA.

   ONCALLROTA shall provide the LICENSEE with online electronic versions of the documentation for the ONCALLROTA PROGRAM.

3. Licence

   ONCALLROTA hereby grants to LICENSEE and LICENSEE accepts from ONCALLROTA a non-exclusive, non-transferable, royalty-free licence solely for using the ONCALLROTA PROGRAM.

4. Restrictions on Use

   LICENSEE agrees not to

   1. modify, reverse compile, disassemble, or otherwise reverse engineer any ONCALLROTA PROGRAM, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law);

   2. attempt to access or use portions of the ONCALLROTA PROGRAM code for which LICENSEE has not acquired a licence; or

   3. except as specifically authorised herein, distribute or transfer the ONCALLROTA PROGRAM.

   LICENSEE also agrees not to remove or destroy any proprietary markings or legends or security devices placed upon or contained within any ONCALLROTA PROGRAM.

   Each ONCALLROTA PROGRAM shall be used by the LICENSEE only for the purpose of scheduling on call staff and automatically transferring calls to them. For the avoidance of any doubt all output generated from any ONCALLROTA PROGRAM including models, input files, images including screenshots shall not be used for commercial or research purposes, publications, or presentations without the express written consent of ONCALLROTA. All files provided by ONCALLROTA and all output generated from these files shall remain the property of ONCALLROTA and shall not be used for any other purposes.

   Any use of any ONCALLROTA PROGRAM for a commercial purpose or to produce meshes having commercial value, including any project or mesh of a type performed in the normal course of a business or practice, is prohibited.

   LICENSEE shall not use any ONCALLROTA PROGRAM for the purpose of developing products which compete with the ONCALLROTA PROGRAM. In no event shall LICENSEE make all or any part of any ONCALLROTA PROGRAM available to any third person as part of a data services operation or application services provider or otherwise.

   All use of any ONCALLROTA PROGRAM shall be under the direct supervision and control of the LICENSEE. LICENSEE hereby asserts to be fully cognisant of the terms and conditions of this Software Licence Agreement, and to have the authority to exercise such supervision and control.

   LICENSEE understands and acknowledges that it is granted only those rights set out in this Software Licence Agreement and no other rights.

5. Ownership

   LICENSEE acknowledges and agrees that this Software Licence Agreement does not grant LICENSEE any title or rights of ownership in any ONCALLROTA PROGRAM or any right to use, copy, transfer or disclose all or any portion of any ONCALLROTA PROGRAM except as expressly provided in this Software Licence Agreement.

   All right, title, and interest in any ONCALLROTA PROGRAM and in any ideas and know-how which are developed by ONCALLROTA in the course of providing any technical services, including any enhancements or modifications made to a ONCALLROTA PROGRAM, shall at all time remain the property of ONCALLROTA. LICENSEE acknowledges and agrees that the ONCALLROTA PROGRAM is licenced, not sold.

6. Duration

   The licence granted under this Software Licence Agreement shall commence for each ONCALLROTA PROGRAM on the date that the LICENSEE first access the ONCALLROTA PROGRAM.

   Unless earlier terminated as provided in Section 11 (Termination), the licence as to any ONCALLROTA PROGRAM licenced on a periodic basis shall continue until the end of the initial licence period agreed in writing with ONCALLROTA. If no licence period is agreed elsewhere in writing, the licence shall terminate thirty (90) days from the date that the LICENSEE first access the ONCALLROTA PROGRAM, at which time the LICENSEE must return or delete all copies of that ONCALLROTA PROGRAM.

7. Charges and Payment

   The charges outlined in the customer order will be subject to VAT. The payment of the monthly fee will be 1 month in advance. Call charges will be billed in arrears at the end of the month.

   Destination	Ctalk pence per minute
   National (01,02,03)	0.75
   Mobile	3.2

8. Maintenance, Enhancement and Support

   Support for the duration of the usage will be provided by ONCALLROTA. Support will be provided by email oncallrota@ctalk.co.uk.

9. Non-Disclosure

   For a period of ten (10) years from the last date that ONCALLROTA delivers to LICENSEE any ONCALLROTA PROGRAM or any update or improvement thereto, LICENSEE shall

   1. keep confidential and utilise its best efforts to prevent unauthorised disclosure or use of any ONCALLROTA PROGRAM, and

   2. treat all ONCALLROTA PROGRAM with the same degree of care as it treats like information of its own which it does not want to be publicly disclosed or the subject of unauthorised access or use, and

   3. not make or permit to be made any more copies of any ONCALLROTA PROGRAM than are necessary for the LICENSEE's internal use of that ONCALLROTA PROGRAM.

   The obligations in this Section shall not extend to any part of any ONCALLROTA PROGRAM which is now or hereafter publicly known by virtue of disclosures not attributable to LICENSEE, its agents, employees, consultants, contractors, or any other person or entity under similar restriction not to make such disclosures.

10. Limitation of Liability

    LICENSEE expressly acknowledges that:

    1. ONCALLROTA shall not be liable for loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of any ONCALLROTA PROGRAM for any purpose or use thereof or by any defect or deficiency therein.

    2. ONCALLROTA shall not have any liability with respect to any loss or damage related to or arising from:

       1. any failure of any ONCALLROTA PROGRAM to perform as specified herein except as and to the extent otherwise expressly provided herein; or

       2. any use or application of any ONCALLROTA PROGRAM or the results or decisions made or obtained by users of the ONCALLROTA PROGRAM.

    3. The total of ONCALLROTA liabilities to LICENSEE for damages, if any, shall not exceed the amounts paid by the LICENSEE under this Software Licence Agreement during the twelve (12) months preceding the assertion of LICENSEE claim.

    4. No action, regardless of form, arising out of any transaction under this Software Licence Agreement may be brought by LICENSEE more than one year after the LICENSEE has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.

11. Termination

    1. ONCALLROTA shall have the right without further obligation or liability to LICENSEE to terminate this Software Licence Agreement and LICENSEE's licence hereunder as to any ONCALLROTA PROGRAM.
    2. The following obligations shall survive termination of the Software Licence Agreement for any reason: (i) LICENSEE's obligations under Sections 9 (Non-Disclosure); and (ii) Paragraph (c) of this Section. Termination of this Software Licence Agreement will not relieve either
    3. Upon the termination of this Software Licence Agreement as to any ONCALLROTA PROGRAM, the licence and all other rights granted to LICENSEE as to that ONCALLROTA PROGRAM hereunder shall immediately cease, and LICENSEE shall immediately:
       1. purge all copies of that ONCALLROTA PROGRAM and any portions thereof from all CPU's and storage media and devices on which LICENSEE has placed or allowed others to place that ONCALLROTA PROGRAM; and
       2. upon request provide ONCALLROTA with written certification that LICENSEE has complied with its obligations under this Paragraph 12(c).

12. General Provisions

    1. LICENSEE shall not have the right to assign or otherwise transfer its rights or obligations under this Software Licence Agreement except with the written consent of the other party.
    2. This Software Licence Agreement shall be governed by and construed in accordance with the laws of England & Wales and the parties agree to submit to the exclusive jurisdiction of the English courts, and shall not be governed by the United Nations Convention on the International Sale of Goods.
    3. This Software Licence Agreement supersedes all proposals, oral or written, and all negotiations, conversations or discussions heretofore had between the parties related to this Software Licence Agreement. LICENSEE acknowledges that it has not been induced to enter into this Software Licence Agreement by any representations or statements, oral or written, not expressly contained herein. The terms and conditions of this Software Licence Agreement shall prevail, notwithstanding any variance with the terms and conditions of any order or other instrument submitted by LICENSEE.
    4. This Software Licence Agreement supersedes any and all other Software Licence Agreements between the parties governing ONCALLROTA PROGRAM(s).
    5. This Software Licence Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by the parties hereto.

The obligations of LICENSEE under Sections 4 (Restrictions on Use) and 9 (Non-Disclosure) hereof are of a special and unique character which gives them a peculiar value to ONCALLROTA for which ONCALLROTA cannot be reasonably or adequately compensated in damages in the event LICENSEE breaches such obligations. Therefore ONCALLROTA shall, in addition to other remedies which may be available, be entitled to injunctive and other equitable relief in the event of the breach or threatened breach of such obligations.