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This Software License Agreement ("Agreement") is entered into as of the date of final signature or initial software deployment, by and between NGN Development ("Licensor"), represented by Mason, and Clinical Response Group CIC ("Licensee").
Subject to the terms and conditions of this Agreement, NGN Development grants to Clinical Response Group CIC a limited, non-exclusive, non-transferable, and revocable license to use the provided software ("the Software") for its internal business operations.
NGN Development retains all rights, title, interest, and intellectual property ownership in and to the Software, including all source code, database schemas, interfaces, and future updates. Clinical Response Group CIC is granted only a license of use; no ownership rights are transferred under this Agreement.
The Licensee’s use of the Software is strictly limited. Under this Agreement, Clinical Response Group CIC shall not:
Following the initial handover of the Software code, NGN Development will provide a warranty period consisting of thirty (30) days of free bug fixes and critical error resolutions.
Upon the expiration of this 30-day period, any requested bug fixes, maintenance, or code alterations will be billed to Clinical Response Group CIC under the following fee structure:
NGN Development reserves the right to periodically review and audit the Software’s usage metrics—specifically and exclusively limited to CAD (Computer-Aided Dispatch) numbers. The Licensee agrees to provide access to these specific metrics upon request. These numbers will be utilized solely by NGN Development for the purposes of evaluating system load and facilitating contract renegotiations. No confidential patient or sensitive operational data will be accessed during this review.
In addition to the right of termination, NGN Development reserves the right to immediately and temporarily suspend access to the Software without prior notice in the event of: (a) non-payment of any due fees; (b) a suspected security breach or unauthorized access; or (c) a violation of the restrictions on use outlined in Section 3. NGN Development shall not be liable for any damages or operational disruptions resulting from a lawful suspension of service.
Any feedback, feature requests, recommendations, or operational suggestions provided by Clinical Response Group CIC regarding the Software shall become the exclusive intellectual property of NGN Development. NGN Development reserves the right to implement, modify, and distribute these enhancements within the Software for other current or future clients without compensation or attribution to the Licensee.
Clinical Response Group CIC agrees to keep the specific terms of this Agreement, including but not limited to pricing structures, maintenance fees, source code architecture, and proprietary business practices of NGN Development, strictly confidential. The Licensee shall not disclose this information to any third-party competitors, vendors, or public entities without the explicit written consent of Mason or NGN Development.
The Software is provided strictly "AS IS" and "AS AVAILABLE". NGN Development explicitly disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose. NGN Development does not warrant that the Software will operate completely error-free, securely, or without interruption.
Given the nature of Computer-Aided Dispatch (CAD) systems, under no circumstances shall NGN Development or Mason be held liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the Software. This includes, but is not limited to, damages for loss of life, injury, delayed medical response, loss of data, or business interruption, even if NGN Development has been advised of the possibility of such damages.
Clinical Response Group CIC agrees to indemnify, defend, and hold harmless NGN Development, Mason, and any affiliates from and against any and all claims, lawsuits, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to the Licensee’s clinical operations, medical negligence, misuse of the Software, data breaches occurring under the Licensee’s control, or breach of this Agreement.
NGN Development shall not be liable for any failure or delay in the performance of the Software or its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to internet outages, third-party hosting failures, cyberattacks, natural disasters, or government restrictions.
The relationship between NGN Development and Clinical Response Group CIC is solely that of Licensor and Licensee. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship. NGN Development holds no responsibility or liability for the clinical decisions, medical outcomes, or daily operations of the Licensee.
Clinical Response Group CIC acknowledges that it is the sole "Data Controller" for any patient, personal, or operational data entered into the Software. Clinical Response Group CIC assumes all legal responsibility for ensuring that its use of the Software complies with the UK General Data Protection Regulation (UK GDPR) and any other applicable data privacy laws.
While the Software is designed to store data securely, Clinical Response Group CIC is solely responsible for implementing and maintaining regular, secure backups of all database records, patient reports, and operational logs. NGN Development shall not be held liable for any data loss, corruption, or destruction caused by hardware failure, user error, or catastrophic system events.
The Software may rely on third-party infrastructure, hosting environments, or external APIs. NGN Development makes no warranties regarding the uptime, availability, or continued compatibility of these third-party services. Any disruptions caused by external providers are strictly outside the scope of NGN Development’s liability.
All invoices for maintenance, bug fixes, or custom development are due within fourteen (14) days of receipt. Continued failure to pay invoices may result in the Suspension of Service as outlined in Section 7.
Clinical Response Group CIC grants NGN Development the non-exclusive right to use the Licensee’s name, logo, and a general description of the provided Software in NGN Development’s portfolios, marketing materials, and client rosters, provided that no confidential operational or patient data is disclosed.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
By accessing, installing, logging in, or using the Software, Clinical Response Group CIC acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.