SOFTWARE CLICK WRAP LICENSE (1 April 2023)

Do not install this software or click on the “ACCEPT” option below until you have read and accepted all the
terms of this software CLICK WRAP License and Seller’s quotation (together hereinafter referred to as the
“Agreement”) for this software product (“Software”), which also includes printed materials and online
documentation (“Documentation”) which will bind you (the “Licensee”) and your employees. If you do not
agree to the terms of the Agreement, we are unwilling to license the Software to you, and you must
discontinue installation now by clicking on the “DECLINE” option below. In this case you must return the
medium on which the Software is provided and all Documentation to the Seller. If you do this your License fee
will be refunded.
1. The License
a. Owner: HaskoningDHV UK Limited, Westpoint, Peterborough Business Park, Lynch Wood PE2 6FZ,
England
b. Grant: The Owner or its reseller (“Seller”) grants the Licensee a non-exclusive, non transferable
license to use the Software upon the terms of the Agreement. Unless agreed otherwise in the Agreement the
Licensee is not granted a right to sub-license the Software to third Parties.
c. Users and Period Restrictions: The number of concurrent users and the period for which the Licensee
may use the Software is limited to the maximum number of concurrent users and the period for which a license
has been purchased as controlled by the hardware lock device, license administration software, and/or a
license authorisation key (“Security Device”) which enables the Software to operate. Use of the Software
without the required Security Device is prohibited and the Licensee may not take any steps to circumvent such
Security Device.
d. Installing the Software on a virtual machine: If Licensee installs the Software on a virtual machine, it
shall manage all Software licenses residing on its virtual machines as conscientiously, and according to the
same criteria, as those deployed on physical machines and ensure that it has all necessary license
management resources and procedures in place to monitor and manage compliance with its obligations under
this Agreement.
e. Use Restrictions: This License entitles the Licensee to install and use the Software on the target
hardware from time to time specified in the System Requirements section of the Installation Guide and/or,
subject to clause 1 c, on a virtual machine. Such installation and use shall be:
i. solely within the site or sites specified as the licensed location in the Agreement (“Licensed Location”);
or
ii. remotely by employees whose principal place of work is at a Licensed Location.
f. Additional License Required: Without first obtaining the Seller's prior written consent for which an
additional license fee shall be payable, the Licensee may not use the Software for the purposes of providing:
i. training, education or consultancy services for remuneration if the Licensee's normal business is
education; or
ii. a software as a service offering, commonly known as SaaS.
g. Use Monitoring: The Owner may embed a software security mechanism within the Software to verify
the Licensee’s compliance with this License. Such security mechanism:
i. shall be capable of storing data relating to the usage of the Software and the number of times it has
been copied, and may communicate with computers controlled by the Owner over any type of communications
link to exchange communications and report data relating to the usage of the Software and the number of
times it has been copied; but
ii. shall not have access to any customer business data and there will be no transport of Personal Data
as defined in the UK General Data Protection Regulation (UK GDPR), tailored by the Data Protection Act 2018
to which such use monitoring may be subject.
2. Support
a. Subject to due payment of the agreed support fee the Seller shall supply generally available
enhancements to the Software at its discretion and a telephone and email advisory service during the Seller’s
normal business hours (the “Support”).
b. The Seller shall not be obliged to provide Support when it is requested as a result of misuse of the
Software, operator error or failure by the Licensee to use enhanced versions of the Software provided by the
Seller.
c. For the purpose of providing Support, the Licensee shall, when requested by the Seller, exercise
reasonable skill and care to reproduce the symptoms of any error or defect on request and obtain further
diagnostic information and will allow access to the Software by the Seller or its employees.
3. Payment
a. All fees and expenses will be payable in accordance with the payment schedule and within the number
of days specified in the Agreement unless otherwise agreed in writing by the Seller. If the number of days is
not specified, all invoices will be paid within 30 days after invoice date.
b. Payment shall be made in British pounds, unless agreed otherwise in writing.
c. The Seller reserves the right to charge the Licensee interest on payments received late at an annual
rate of 5% over the Bank of England base lending rate or, for sales made in the USA, at an annual rate of 5%
over the Federal Reserve Prime rate.

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 d. All fees and expenses are exclusive of VAT and taxes outside Seller's home country. Licensee shall pay
and hold Seller harmless against all such taxes that might apply outside Seller's home country, which might
become due in connection with the assignment and the services to be provided under the Agreement. ‘Taxes’
means any and all direct or indirect taxes, such as but not limited to corporate income tax, withholding tax,
value added tax, registration, custom, excise or stamp tax and duty, assessments or charges of any kind
whatsoever (whether payable directly or by withholding), together with any interest and any penalties,
additions to tax or additional amounts imposed by any taxing authority with respect thereto.
4. Licensee’s Undertakings
a. The Licensee shall comply with the terms and conditions of use applicable to any software security
device as from time to time notified to the Licensee.
b. The Licensee shall neither make any modifications or additions to nor shall it duplicate the security
device or the Software nor attempt to reverse engineer, decompile or disassemble the Software except as
permitted by law.
c. The Licensee shall effect and maintain adequate security and monitoring measures to ensure
compliance with the terms of this License by its employees and all those who have access to the Software and
that such security measures shall be at least as stringent as best industry practice.
5. Copyright, Patents, Trade Marks and Other Intellectual Property Rights
a. The Licensee acknowledges that any and all of the copyright, trademarks, trade names, patents and
other intellectual property rights subsisting in or used in connection with the Software and the Documentation
are the sole property of the Owner or of a third party from which the Owner has acquired the right to use and
license the use of software.
b. The Licensee may not use any intellectual property rights such as but not limited to trade name,
trademark or logo of the Owner without the Owner’s prior written agreement.
c. If circumstances give rise to a claim against Licensee arising out of or in connection with the proper
and lawful use of the Software and Documentation infringing any intellectual property rights, Seller shall at its
sole discretion take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal,
compromise or contest such claim. Subject to its maximum liability in accordance with this Agreement Seller
shall indemnify Licensee against damages, costs, and attorneys’ fees, if any, finally awarded in such suit or the
amount of the settlement thereof; provided that (i) Seller is promptly notified in writing of such claim, (ii)
Seller shall have the sole control of the defence and/or settlement thereof, and (iii) Licensee furnishes to
Seller, on request, all relevant information available to Licensee and reasonable cooperation for such defence.
The foregoing shall be the sole obligation of Seller and the exclusive remedy of Licensee with respect to any
alleged infringement by the proper and lawful use of the Software and Documentation. This indemnity shall not
apply to any infringement or violation that (a) results from use of the Software and Documentation for a
purpose or in a location other than that indicated by this Agreement, (b) results from the use of information
provided by or on behalf of the Licensee, or any third party under a contract with the Licensee, (c) was the
unavoidable result of the Seller’s compliance with the Licensee’s requirements.
6. Revised versions
Any revised version of the Software provided to the Licensee by the Owner from time to time shall be subject
to the provisions of this License.
7. Language
This Agreement is drafted in the English language. If this Agreement is translated into any other language, the
English language text shall prevail.
8. Acknowledgement
The Licensee acknowledges that the Software has not been developed to meet its individual requirements, and
that it is therefore the Licensee’s responsibility to ensure that the facilities and functions of the Software as
described in the Documentation meet its requirements.
9. Waiver and Amendment
Any waiver, amendment or modification of any of the provisions of this Agreement or any right, power or
remedy hereunder shall not be effective unless made in writing and signed by the parties. No failure or delay
by either party in exercising any right, power or remedy with respect to any of its rights hereunder shall
operate as a waiver of that right, power or remedy.
10. Entire Agreement
Unless agreed otherwise in the Agreement this Software CLICK WRAP License along with any exhibits and
attachments (if any) hereto and the Seller's quotation constitutes the entire understanding and agreement
between the parties.
The following order of precedence applies:
1. Seller's quotation
2. this Software CLICK WRAP License
3. exhibits and attachments (if any)
11. Performance of the Software
a. The Seller shall exercise reasonable skill and care that the Software will perform as described in the
Documentation in all material respects. The Documentation includes, but is not limited to, the on-line help
system supplied as part of the Software. The Licensee will be solely responsible for satisfying itself as to the

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 suitability of the Software for its purpose and for the results it obtains from the use of the Software. No
warranty is given that the Software is fit for any purpose (whether or not made known to the Seller).
b. The Licensee acknowledges that software in general is not error-free and agrees that the existence of
such errors shall not constitute a breach of the Agreement. This acknowledgement does not affect statutory
rights.
c. If the Software fails to perform as described in the Documentation in any material respect during a
period of 90 days from delivery the Seller may, at its sole option, either replace the Software free of charge, or
require the return of the Software and refund to the Licensee the License and Support fees subject to the
Seller receiving written notice of any defect from the Licensee within 14 days of the Licensee becoming aware
of any such defect; and subject to the Software having been properly and correctly used by the Licensee.
d. The Seller undertakes that the Support will be performed by the Seller with due care and skill by
appropriately experienced personnel.
12. Seller’s Liability
a. To the maximum extent permitted by law, the total liability of Seller under or in connection with the
Agreement, whether in contract, tort, indemnification obligation, negligence or for breach of statutory duty or
otherwise, shall be limited to the total amount of the fee actually received by Seller in the twelve (12) months
directly preceding the event (or first of series of events) which gave rise to a claim, provided always that the
total liability of Seller shall never exceed in aggregate £100,000 (one hundred thousand British pound). The
Licensee shall defend, indemnify and hold harmless Seller against claims, actions, proceedings, losses,
damages, expenses and costs (including without limitation court costs and reasonable legal fees) of third
parties exceeding Seller’s maximum liability under the Agreement. Seller’s liability is limited to a period of one
(1) year after the termination of the Agreement.
b. To the maximum amount permitted by law neither party hereto shall have any liability to the other for
any lost revenues, lost profits, loss of data, cost of capital or any special, indirect, consequential or punitive
damages suffered, sustained, paid by the other party hereto or any third party, and whether or not foreseeable
at the time of entering into the Agreement.
c. The Licensee is responsible and liable for the results obtained from the use of the Software, for the
conclusions drawn from such use and decisions taken. Seller shall have no liability for any damage caused by
decisions taken by the Licensee.
d. The Licensee is responsible for the use of the Software and application in its organisation as well as
for the control and security procedures and adequate system management. When using the Software, the
Licensee shall ensure that its network and systems comply with the relevant specifications, processing and
user instructions provided by Seller from time to time. The Licensee is responsible for its own network
connections, systems and security of the systems, including anti-virus programs.
13. Termination
a. The Seller may by notice in writing to the Licensee terminate the Agreement if the Licensee is in
breach of any term, condition or provision and fails to remedy such breach (if capable of remedy) within 10
days of having received written notice from the Seller specifying such breach.
b. Termination, howsoever or whenever occasioned, shall be without prejudice to the rights of either
party against the other subsisting at the date of termination.
14. Applicable Law and dispute settlement
This Agreement and any dispute arising out of or in connection with it or its subject matter shall be governed
by and construed in accordance with the law of England and Wales. All disputes arising in connection with the
Agreement, which cannot be solved between the parties in an amicable manner, shall be finally settled by the
competent courts of England.

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