• 1.1 DefinIT is the software allocation tool for delivering the CIC Services and is the copyright of Oasys Ltd. All rights reserved. Users of DefinIT are required to agree to the Terms and Conditions as set out below.
• 1.2 The text contained within the CIC Services is the copyright of the Construction Industry Council. All rights reserved.

• 2.1 'Licence Agreement' shall mean this document.
• 2.2 'Licensee' shall be the individual or company entering into this Licence Agreement
• 2.3 'Oasys' shall be Oasys Limited, as the licensor and their successors or assigns.
• 2.4 'Software' shall mean licences of DefinIT and shall include any replacements, modifications or additions supplied under this Licence Agreement but shall not include any upgrades unless agreed by Oasys.
• 2.5 'User' shall mean an employee of the Licensee who exercises a right of access to a copy of the Software.

This Agreement shall commence on the date that the Licensee installs the Software and continue unless and until terminated in accordance with the provisions of this Agreement.

In respect of loss or damage arising out of or in any way connected with this Agreement and howsoever caused (whether by negligence or otherwise) Oasys shall not be liable for (a) special, indirect or consequential loss (b) loss arising out of any delay or loss of time, production, profit, revenue or use.

The liability of Oasys shall not in any event exceed in aggregate the sum of £100,000. Saving that nothing in this Agreement shall limit or exclude Oasys' liability for death or personal injury resulting from negligence.

This Licence Agreement only covers usage of the Software in all countries but the Licensee acknowledges that the content of the Software is the UK and Eire edition.

Usage of terminal software such as Terminal Services and Citrix to enable multiple users to share the software is strictly forbidden.

Reproduction of the Software on internet websites is not allowed.

The Licensee may not copy, decompile, disassemble, adapt, merge, translate, reverse engineer or in any other way modify the Software or make available the software in any form either in whole or part to any third party except as expressly agreed in writing. Any information imparted to the Licensee relating to the Software or the support thereof shall be kept confidential by the Licensee and used solely in connection with the normal operation of the Software at the Licensee’s premises.

The Licensee shall not use, sell, assign, rent, sub-licence, loan, mortgage, charge or otherwise deal in anyway in the Software or any interest in it except as expressly provided herein

Oasys undertakes for software it develops itself, that provided it is operated in accordance with the instructions contained in the documentation supplied with the Software, the Software will perform as stated in the documentation supplied with the Software. Oasys does not guarantee that the Software is free of minor errors not materially affecting such performance. The undertaking given in this Sub-Clause is in lieu of any condition or warranty express or implied by law as to the quality or fitness for any purpose of the Software. Oasys does not warrant or represent nor is it a condition of this Agreement that the functions contained in the Software will meet the Licensee’s requirements or will operate in the combinations including any other hardware or software which may be selected for use by the Licensee or its customers or that the operation of the constituent parts of the Software will be uninterrupted or free of errors or that all errors will be corrected. All other conditions, warranties and representations express or implied by statute, common law or otherwise in relation to the Software are excluded by Oasys, to the fullest extent permitted by law.

The Licensee, users and others must verify the information within the Software and ensure that its application is effective to communicate what is required by them and that the Software is fit for their intended use which has not been specified by Oasys Ltd.

The Licensee is granted a non-exclusive and non-transferable licence to use the Software strictly in accordance with the terms of this Agreement. All intellectual property rights and title to the Software shall remain with Oasys and no interest or ownership therein is conveyed to Licensee under this Agreement. No right to modify, adapt, or translate the Software or create derivative works therefrom is granted to Licensee. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that Licensee has any right to obtain source code for the Software.

The Licence allows the Licensee to use the Software to print and circulate draft documents only for the particular project. Licensee may not, without the prior written consent of Oasys:

• use draft documents created by the Software for concluded contracts
• use contract documents created by the Software for any other contract or project other than the one for which they were initially created
• lease, loan, resell or otherwise distribute the Software
• except as permitted in this Agreement, permit access to or use of the Software by or on behalf of any third party. Licensee shall indemnify Oasys and keep Oasys fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of or in connection with;
• any breach by Licensee of this Clause 5; or
• a breach of copyright or other intellectual property or proprietary right, or a breach of confidence by the Licensee, his servants, agents, employees and contractors.

Third parties to the Licensee may make use of the Software so long as it is used solely whilst connected to the Licensee's computer network or if not connected to the network, whilst on the Licensee's premises. Licensee shall ensure that such third parties shall adhere to the terms of this licence

Oasys may terminate this Agreement (including for the avoidance of doubt the licence at clause 5) forthwith by notice in writing:

• if the Licensee shall have committed a breach of its obligations hereunder which is capable of remedy and which shall remain unremedied thirty days after notice of such breach has been served by Oasys on the Licensee.
• if the Licensee shall have committed any breach of its obligations hereunder which is not capable of remedy;
• if the Licensee being an individual shall be declared bankrupt or being a company shall be declared insolvent or a receiver be appointed or shall go into liquidation save for the purpose of amalgamation or reconstruction or a charging order shall be made over any of its assets.

The Software and all intellectual and proprietary rights in the Software are owned by Oasys, and its structure, organisation and code are the valuable trade secrets of Oasys.

Title, copyright and all other proprietary rights in the Software and the accompanying documentation and all parts and copies thereof shall remain vested in Oasys, and the Licensee hereby covenants not to permit the removal or deletion of any copyright notice which may be endorsed on the Software or the accompanying documentation Oasys have secured sufficient rights to grant the licences herein

The Licensee shall not assign any of its rights or obligations under this Agreement without the prior written consent of Oasys.

If any term or provision or any part thereof contained herein shall be held to be illegal or unenforceable under any enactment or rule of law, such term or provision or part thereof shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected thereby.

Oasys may, without the prior written consent of the Licensee, advertise or publicly announce that they are providing services to the Licensee.

This Agreement is the complete and exclusive statement of the agreement between the parties which supersedes all proposals or prior agreements oral or written and save as expressly set forth herein all representations conditions or warranties express or implied statutory or otherwise are excluded.

Nothing in this Agreement shall affect the statutory rights of a consumer in ‘consumer transactions’ under any applicable statute.

This Agreement shall be governed by the laws of England and Wales. No term of this agreement confers on any third part any benefit or any right to enforce any term of this Agreement.