PLEASE NOTE: 'Software' refers to an Excel spreadsheet with formula embedded

THREE DRAGONS DEVELOPMENT APPRAISAL TOOLKIT LICENCE

IMPORTANT NOTICE: PLEASE READ CAREFULLY  BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE: This licence agreement (Licence) is a legal agreement between you (Licensee or You) and Three Dragons (KD) Limited of 4 Leafield Rise, Two Mile Ash, Milton Keynes, MK8 8BU (company number 04841885), a company registered in England & Wales  (Licensor or We) for this Three Dragons Toolkit software product (Software), which includes computer software, the data supplied with it, the associated media, and electronic documentation (Documentation).

Details of Licensee

Name: Cairngorms National Park Authority
Address: Albert Memorial Hall, Station Square, Ballater, AB35 5QB
Contact telephone: 013397 53601
Contact email: planning@cairngorms.co.uk
Contact fax: 013397 55334
Contact person: Don McKee
Territory: UK

BY PROCEEDING TO DOWNLOAD, INSTALL OR USE THIS SOFTWARE OR CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS LICENCE WHICH WILL BIND YOU AND YOUR EMPLOYEES.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENCE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW BY CLICKING ON THE "REJECT" BUTTON

1 Grant and scope of licence

1.1 In consideration of the Licensee agreeing to abide by the terms of this Licence, the Licensor hereby grants an exclusive licence to use the Software and the Documentation for business purposes only in the Territory on the terms of this Licence.

1.2 The Licensee may:

1.2.1 download, install and use the Software for business purposes only, for the number of concurrent users required by the Licensee, provided that the users are connected to the Licensee, whether by way of being an employee, a third-party contractor or anyone who has purchased, acquired or been provided with a copy of the Software from the Licensee, with the Licensee's permission to use the Software ("Connected Users");

1.2.2 receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;

1.2.3 use any Documentation in support of the use permitted under condition 1.1 and make copies of the Documentation as are reasonably necessary for its lawful use.

1.2.4 transfer the Software and Documentation and the benefit of this Licence to a Connected User, provided the Connected User has agreed to accept the terms of this Licence.

1.2.5 grant such sub-licences to use the Software and the Documentation as it sees fit.

2 Licensee's undertakings

2.1 Except as expressly set out in this Licence or as permitted by any local law, the Licensee undertakes:

2.1.1 not to copy the Software or Documentation except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

2.1.2 not to rent, lease, loan, translate, merge, adapt, vary or modify the Software or Documentation;

2.1.3 not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;

2.1.4 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by the Licensee during such activities:

(a) is used only for the purpose of achieving inter-operability of the Software with another software program;

(b) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and

(c) is not used to create any software which is substantially similar to the Software;

2.1.5 to replace the current version of the Software with any updated or upgraded version or new release provided by the Licensor under the terms of this Licence immediately on receipt of such version or release;

2.1.6 to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form.

3 Ownership Acknowledgement

3.1 The Licensee may download the Software onto a computer but must erase the Software and Documentation on termination of this licence pursuant to condition 8.

3.2 The Licensor shall at all times retain ownership of the Software in accordance with condition 4 and as originally downloaded or installed by the Licensee and all subsequent downloads, installation of the Software by the Licensee.

3.3 The Licensor does not own information provided to it from third party sources whether contained in the Software or Documentation ("Third Party Data") including but not limited to data supplied by the Land Registry, Royal Institution of Chartered Surveyors and governmental bodies and authorities.

4 Intellectual property rights

4.1 "Intellectual Property Rights" includes patents, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, trade secrets, trade names and domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights (excluding Third Party Data, unless such data has been altered to a material degree by the Licensor for the Software), rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

4.2 Subject to any Intellectual Property Rights subsisting in any information or materials, whether provided by the Licensee or a third party, which said information or materials are used in the Software and / or the Documentation, the Licensee acknowledges:

4.2.1 that all Intellectual Property Rights in the Software and the Documentation throughout the world, created, developed, subsisting or used in connection with the Software and the Documentation are protected by UK intellectual property laws, that rights in the Software and the Documentation are licensed (not sold) to the Licensee, that the Licensee has no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence and that no Intellectual Property Rights in the Software and / or the Documentation pass to, or are owned by, the Licensee.

4.2.2 That any new inventions, designs or processes which evolve in performance of or as a result of the Software, unless otherwise agreed in writing to the contrary with the Licensee, do not belong to the Licensee.

4.2.3 that the Licensee has no right to have access to the Software in source code form or in unlocked coding or with comments.

5 Connected Users

5.1 Connected Users who make use of the Software and Documentation pursuant to this Licence shall be bound by and required to comply with the terms of this Licence.

5.2 Upon the Connected User ceasing to be a Connected User, the Connected User must cease to use the Software, destroy, delete the Software and in particular, make no copies or distribute any copies of the Software.

5.3 Any rights and benefits conferred on the Connected User by this Licence shall automatically terminate upon the Connected User ceasing to be a Connected User, save for any provision, which in relation to the Connected User is expressly or by implication intended to come into force or continue in force after cessation.

5.4 The Licensee shall use reasonable endeavours to procure that all Connected Users will comply with the obligations contained in this Licence.

6 Warranty

6.1 The Licensor warrants that:

6.1.1 the medium on which the Software is stored and distributed is (at the time it is supplied), and will be for the period of 90 days after that time ("Warranty Period"), free from defects in design, material and workmanship under normal use.  If a defect in the medium occurs during the Warranty Period, the Licensor will replace it free of charge if the Licensee returns it to the Licensor with (so far as the Licensee is able) a documented example of such defect or error;

6.1.2 during the Warranty Period, the Software will, when properly used, perform substantially in accordance with the functions described in the Documentation, and the Documentation correctly describes the operation of the Software in all material respects;

6.1.3 it has tested the Software for viruses using commercially available viruschecking software, consistent with current industry practice. 4

6.2 The Licensee acknowledges that the Software may not be free of bugs or errors and agrees that the existence of any minor bugs or errors shall not constitute a breach of this Licence.

6.3 The express terms of this Licence are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or otherwise all of which are hereby excluded to the fullest extent permitted by law.

7 Licensor's liability

7.1 The following provisions set out the Licensor�s entire liability (including any liability for the acts and omissions of its employees, agents, authorised representatives and subcontractors) to the Licensee, however, nothing in this Licence shall exclude or in any way limit the Licensor's liability for fraud, or for death and / or personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.

7.2 Subject to condition 7.1 the Licensor shall not be liable under or in connection with this Licence for:

7.2.1 loss of income;

7.2.2 loss of business profits or contracts;

7.2.3 business interruption;

7.2.4 loss of the use of money or anticipated savings;

7.2.5 loss of information;

7.2.6 loss of opportunity, goodwill or reputation;

7.2.7 loss of, damage to or corruption of data; or

7.2.8 any indirect or consequential loss or damage of any kind howsoever arising and whether caused by delict (including negligence), breach of contract or otherwise.

7.3 Subject to condition 7.1 and condition 7.2, the Licensor's maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, delict (including negligence) or otherwise, shall be limited to a sum equal to £1,000.

7.4 Subject to condition 7.1, condition 7.2 and condition 7.3, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in the UK.

7.5 In relation to Third Party Data and Subject to condition 7.1, condition 7.2, condition 7.3 and condition 7.4 the Licensee agrees that:

7.5.1 the Licensor will not be liable for any misuse, reliance placed by the Licensee or Connected Users on Third Party Data contained within the Software and Documentation.

7.5.2 Third Party Data contained in the Software and Documentation is for guidance only and the Licensor has had no opportunity to check the content, accuracy or veracity of any information or materials contained in the Software which originate from Third Party Data.

7.5.3 The Licensor makes no guarantee about the content, accuracy, correctness or completeness of any information or materials from Third Party Data contained in the Software.

7.6 This Licence sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, or conflict with this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

8 Termination

8.1 The Licensor may terminate this Licence immediately by written notice to the Licensee if:

8.1.1 The Licensee commits a material or persistent breach of this Licence which The Licensee fails to remedy (if remediable) within 14 days after the service on of written notice requiring the Licensee to do so; or

8.1.2 a petition for a bankruptcy order to be made against the Licensee has been presented to the court; or

8.1.3 the Licensee (where it is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide solvent amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986).

8.1.4 The Licensee challenges or disputes the Licensor�s ownership of the Intellectual Property Rights in the Software or the Documentation or claims that the Licensee owns all or any part of the Software or the Documentation .

8.2 Upon termination for any reason:

8.2.1 all rights granted to the Licensee under this Licence shall cease;

8.2.2 the Licensee must cease all activities authorised by this Licence;

8.2.3 the Licensee must immediately pay to the Licensor any sums due to the Licensor under this Licence; and

8.2.4 the Licensee must immediately delete or remove the Software from all computer equipment in the Licensee's possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software then in the Licensee�s possession, custody or control and, in the case of destruction, certify to the Licensor that this has been done.

9 Transfer of rights and obligations

9.1 The Licensee may not transfer, assign, charge or otherwise dispose of this Licence, or any of the Licensee's rights or obligations arising under it, without the prior written consent of the Licensor.

9.2 The Licensor may not transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of the Licensor's rights or obligations arising under it, at any time during the term of the Licence without the prior written consent of the Licensee.

10 Notices

All notices given pursuant to this Agreement shall be in writing sent to or delivered by hand to the other's principal place of business for the time being Notices may be sent by hand delivery, by pre-paid first class post, email or by fax. Service of Notices will deemed to have been given: -

(i) if by hand delivery, at the time of delivery (and if served outside usual working hours at 9.00am on the next working day)

(ii) if sent by post, on the second working day following the day of posting

(iii) if sent by fax, at the time of transmission (and if served outside usual working hours at 9.00am on the next working day) and a fax confirmation sheet shall be evidence of transmission;

(iv) if sent by email, at the time of transmission and if served outside usual working hours at 9.00am on the next working day.

(v) Any Notice sent by electronic means is deemed to be received only when the party to whom it is addressed is able to access it in an intelligible form (as defined in S.56 (3) of the Regulation of Investigatory Powers Act 1998) and whether the recipient of the Notice chooses to access it is immaterial.

11 Events outside the Licensor's control

11.1 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Licence that is caused by an event outside its reasonable control (Force Majeure Event).

11.2 A Force Majeure Event means any act, event, non-happening, omission or accident beyond the Licensor's reasonable control and includes in particular (without limitation) the following:

11.2.1 strikes, lock-outs or other industrial action;

11.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

11.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

11.2.4 impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

11.2.5 impossibility of the use of public or private telecommunications networks;

11.2.6 the acts, decrees, legislation, regulations or restrictions of any government or of the European Commission or of any regulatory authority.

11.3 The Licensor's performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and it will have an extension of time for performance for the duration of that period. It will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under this Licence may be performed despite the Force Majeure Event and if this cannot be done within 60 days, then either party may terminate this licence.

12 Waiver

12.1 If the Licensor fails, at any time during the term of this Licence, to insist on strict performance of any of the Licensee�s obligations under this Licence, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.

12.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default.

12.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Licensee in writing.

13 Severability & Validity

13.1 If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

13.2 The Licensee will not contest the validity or enforceability of these terms solely because it was provided electronically.

13.3 The restrictions contained in this agreement are considered reasonable by the parties (having taken or had the opportunity to take independent legal advice) but in the event that any such restriction is found to be void but would be valid if some part thereof were deleted, or the period of area of application reduced, such restriction shall apply with such modification as may be necessary to make it valid and effective.

14 Entire agreement

This Licence and any document expressly referred to in it represents the entire agreement between the Licensor and the Licensee in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

15. Law and Jurisdiction

This Licence shall be governed by and construed in accordance with Scots law and the parties submit to the exclusive jurisdiction of the Scottish courts.

16. Contact

If You have any questions concerning this Licence please contact Kathleen Dunmore at Three Dragons (KD) Limited of 4 Leafield Rise, Two Mile Ash, Milton Keynes, MK8 8BU (company number 04841885), email tredragon2@btopenworld.com Tel 01908 561769

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