Terms of Service

LICENCE TERMS

1. Interpretation
1.1. In these terms and conditions the following expressions shall be given the meanings set out opposite them below (unless the context otherwise requires or permits):
“Bubble Quest”means Bubble Quest Limited (registered company number 5264596) whose registered office is at New Zealand House, 160 -162 Abbey Foregate, Shrewsbury, Shropshire, SY2 6QA.

“Client” means the person, firm or company named in the Order Confirmation or whose order for the Software and/or Services is accepted by Bubble Quest;
“Client Material” means any documents, plans, drawings, specifications, logos, details, pictures or any other records of information in any form provided by the Client to Bubble Quest in connection with the Software and/or the Services;

“Contract” means the contract for the licence of the Software and/or the provision of the Services;
“Date Compliant” means the ability to:
(a) process and continue to process data correctly and consistently with reference to any and all dates, including any dates in any century or leap year;
(b) function without being adversely affected by any date or change of date, including any date in any century or leap year;
(c) produce output (including any output for any interface to any other systems, software or hardware) which will clearly and correctly identify each date contained in such output, including the century in which each date falls;
“Documentation” means the instruction manuals user guides and other information relating to the Software to be made available from time to time during the period of any Licence by Bubble Quest at its discretion in either printed or machine readable form to the Client;
“Equipment” means the hardware upon which the Software is installed by Bubble Quest;
“Initial Term” means in respect of the Software Materials, the period of 12 months commencing from the Installation Date;
“Licence” means a licence of the Software Materials in accordance with the provisions of clause 4;
“Licence Fee” means the licence fee set out in the Quotation as the same may be varied in accordance with clause 5;

“New Release” means any improved modified or corrected version of any of the Software or Documentation from time to time issued by Bubble Quest pursuant to these Terms;
“Normal Working Hours” means 9.00am to 5.00pm Monday to Friday (excluding public holidays);
“Number of Users” means the specified number of users that may use the Software Materials as stated in the Order Confirmation;
“Order Confirmation” means an order confirmation from Bubble Quest accepting the Client's order;
“Quotation” means a quotation issued by Bubble Quest to the Client in relation to the Software and/or Services;
“Renewal Period” means any period of 12 months after the expiry of the Initial Term during which the Licence subsists;
“Response Time” either of the response times for category C Support set out in clause 8.4 below;
“Services” means the provision of such project managements design, configuration, implementation, delivery and training services stated in the Order confirmation as are to be provided by Bubble Quest in accordance with these Terms;
“Services Charge” means the charge for the provision of the Services;
“Site” means each of the addresses where the Software Materials are to be Used as specified in the Order Confirmation;
“Software” means the software program in object code form identified by title and reference number in the Order Confirmation including any New Release of the same made or issued pursuant to these Terms;
“Software Materials” means the Software and Documentation;
“Software Specification” the technical specifications from time to time published by Bubble Quest in respect of the Software;
“Standard Charges” means the charges at Bubble Quest's rates from time to time for work (of whatever nature) undertaken on a time and material basis (including charges for waiting time);
“Support” means the provision of such categories of technical support in accordance with clause 8 as shall be specified in respect of the Software;
“Support Charge” means the annual charge for the provision of Support set out in the Order Confirmation for the Initial Term as subsequently varied for any Renewal Period from time to time;
“Terms” means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Client and Bubble Quest;
“Use” means the copying or transmission of the Software or (where in machine readable form) the Documentation into the hardware at the Site for the processing of the instructions contained in the Software or (as the case may be) the Documentation; and references to “Used” shall be construed accordingly;
“Writing” and any similar expression, includes electronic mail, facsimile transmission and comparable means of communication
1.2. A reference in these Terms to a provision of a statute shall be construed as a reference to that provision as amended, re enacted or extended at the relevant time.
1.3. The headings in these Terms are for convenience only and shall not affect their interpretation.
1.4. The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

2. Basis of the Contract
2.1. Bubble Quest shall licence and the Client shall purchase a licence of the Software and/or the provision of the Services and Support in accordance with the Order Confirmation, subject to these Terms, which shall govern the Contract to the exclusion of any other terms subject to which any such order is made or purported to be made, by the Client. No terms or conditions endorsed upon, annexed to or enclosed with any enquiry, purchase order or other document of or submitted by the Client shall govern the Contract.
2.2. No variation or addition to any of the terms of a Contract and/or these Terms shall be binding unless agreed in Writing between the authorised representatives of the Client and Bubble Quest. Unless otherwise agreed in writing such variations or additions shall only apply to the particular Contract concerned.
2.3. Bubble Quest's employees or agents are not authorised to make any representations concerning the Software and/or Services and/or Support unless confirmed by Bubble Quest in Writing. In entering into the Contract the Client acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.
2.4. Any advice or recommendation given by Bubble Quest or its employees or agents to the Client or its employees or agents as to the application or use of the Software and/or the Services and/or the Support which is not confirmed in Writing by Bubble Quest is followed or acted upon entirely at the Client's own risk, and accordingly Bubble Quest shall not be liable for any such advice or recommendation which is not so confirmed.
2.5. Any typographical, clerical or other error or omission in any sales literature, Quotation, Price List, Order Confirmation, invoice or other document or information issued by Bubble Quest shall be subject to correction without any liability on the part of Bubble Quest.

3. Order Confirmation
3.1. The Quotation submitted by Bubble Quest shall not bind Bubble Quest and such Quotation shall serve only as an invitation for the Client to place an order.
3.2. No order submitted by the Client shall be deemed to be accepted by Bubble Quest unless and until confirmed in Writing by Bubble Quest through the Order Confirmation.

4. Grant of Licence
4.1. In consideration of the payment by the Client of the Licence Fee in accordance with clause 5 below Bubble Quest hereby grants to the Client a non exclusive and non-transferable licence to Use the Software Materials and to possess and refer to the Documentation only at the Site and in respect of the Number of Users for the duration of the Initial Term.
4.2. Subject to payment of the applicable Support Charge for each Renewal Period and to the provisions for termination contained in these Terms, the Licence shall be automatically renewed at the end of the Initial Term for a further period of 12 months, which shall constitute the first Renewal Period and thereafter for successive Renewal Periods of 12 months each.

5. Licence Fee
5.1. The Licence Fee shall include the cost of:
5.1.1. the delivery of the Software Materials thereof to the Site; and
5.1.2. the supply of any New Release during the Initial Term.
5.2. The Licence Fee (together with VAT thereon) shall be the sum specified in the Order Confirmation and shall (unless stated to the contrary in the Order Confirmation) be payable by the Client within 30 days of receipt of Bubble Quests' invoice therefor.
5.3. The Licence is granted for the Number of Users. An additional Licence Fee shall be payable for each additional user in accordance with the Standard Charges.

6. Delivery, Services and Installation
6.1. Bubble Quest shall use all reasonable endeavours to deliver the Software Materials to the Site within a reasonable time after signature by Bubble Quest and by the Client of the Order Confirmation. Time of delivery of the Software Materials is not of the essence of the Contract. The Client agrees to accept (and in default shall be deemed to accept) delivery of the Software Materials when tendered by Bubble Quest.
6.2. To enable Bubble Quest to perform the Services, the Client warrants:
6.2.1. that it shall ensure that the Equipment is installed and fully operational at the Site prior to the scheduled date for installation of the Software Materials;
6.2.2. that the Site is safe and suitable;
6.2.3. that Bubble Quest are given such cooperation, facilities and assistance as Bubble Quest may reasonably require to enable Bubble Quest to configure, implement install the Software Materials;
6.2.4. that it shall at its own expense give Bubble Quest any necessary Client Material within a sufficient time to enable Bubble Quest to perform the Services in accordance with these Terms and the Order Confirmation; and
6.2.5. the accuracy and suitability of all Client Material instruction or advice submitted by the Client or by any third party on behalf of the Client in relation to the Software and/or Services at any time.
6.3. The Client shall indemnify Bubble Quest against any loss, costs, damages, charges and expenses incurred by Bubble Quest as a result of:
6.3.1. the inaccuracy of the Client Material, instructions or advice or failure to supply the same within a sufficient time to enable Bubble Quest to perform the Contract in accordance with its terms; and/or
6.3.2. any claim for infringement of any intellectual property rights of any other person which results from Bubble Quest's use of the Client's specification or the Client Material and/or the Client Material being libellous.
6.4. Subject to any specification issued by the Client and referred to in the Order Confirmation, Bubble Quest shall be entitled to exercise control as to the method of the performance of the Services and Bubble Quest may in its sole and absolute discretion refuse to use any Client Material which it deems to be offensive, inappropriate or libellous.
6.5. The cost of delivery and installation will (unless and to the extent expressly provided for in the Services Charge stated in the Order Confirmation) form a Standard Charge in accordance with Bubble Quest's prevailing rates at the relevant time. Bubble Quest may install the Software Materials either by attendance on Site or by use of modem link or other remote means.
6.6. Acceptance of the Software Materials will be deemed to take place on delivery of the Software Materials to the Site.

7. Permitted Use
7.1. The Client may use the Software Materials only at the Site. The use of the Software Materials at a different location requires Bubble Quest's prior written consent (which will not be unreasonably withheld subject to payment of Bubble Quest's Standard Charge in connection therewith). Upon such consent being given the different location will become the Site for the purposes of the Licence.
7.2. If the Client moves to a new location then without prejudice to the provisions of clause 7.1 above, Bubble Quest shall be entitled to make such reasonable increase to the Support Charge as shall be necessary to take account of any increased costs that Bubble Quest incur in providing Support at the new location.
7.3. The Client may use the Software Materials for processing its own data for its own internal business purposes only. The Client shall not use or attempt to use the Software Materials or any output of the Software Materials or permit any third party to do so:
7.3.1. to provide a data processing service to any third party by way of trade or otherwise; or
7.3.2. as part of a network or via the Internet; or
7.3.3. contrary to any other restriction stated in these Terms.

8. Support
Bubble Quest's Obligations
8.1. With effect from the commencement of the Initial Term (and subject to payment of the relevant Licence Fee, Support Charge and Services Charge) and for the duration of the Contract Bubble Quest shall provide such category of Support within the respective Response Time and shall be specified in the Order Confirmation in accordance with the following provisions of these Terms.
8.2. Support shall comprise all or any of the following categories during Normal Working Hours :-
8.2.1. advice by telephone, e-mail or other form of communication or post on the Use of the Software (category ‘A');
8.2.2. information and advice by telephone, e-mail or other form of communication on forthcoming New Releases of the Software (category ‘B');
8.2.3. upon request by the Client the diagnosis of faults in the Software and the rectification of such faults (remotely or by attendance on Site as determined by Bubble Quest) by the issue of fixes in respect of the Software and the making of any significant consequential amendments (if any) required to the Documentation (category ‘C');
8.2.4. the creation and despatch to the Client from time to time at Bubble Quest's sole discretion of fixes in respect of the Software (category ‘D');
8.2.5. the creation and despatch to the Client from time to time at Bubble Quest's sole discretion of a New Release of the Software or Documentation (category ‘E').
8.3. The Client shall supply in writing to Bubble Quest a detailed description of any fault requiring Support within category C above and the circumstances in which it arose forthwith upon becoming aware of the same.
8.4. The Response Time for category C Technical Support shall be between the hours of 9 am and 5.30 pm Monday through Friday (excluding bank and other public holidays). Bubble Quest shall use its reasonable endeavours to respond within [48] hours of receipt of a request.
8.5. Support shall not include the diagnosis and rectification of any fault resulting from:
8.5.1. the improper use operation or neglect of either the Software Materials or the Equipment;
8.5.2. the modification of the Software or its merger (in whole or in part) with any other software;
8.5.3. the use of the Software on equipment other than the Equipment and/or equipment upon which it should not be installed in accordance with the Documentation;
8.5.4. the failure by the Client to implement recommendations in respect of or solutions to faults previously advised by Bubble Quest;
8.5.5. any repair adjustment alteration or modification of the Software by any person other than Bubble Quest without Bubble Quest's prior written consent;
8.5.6. the rectification of any fault in the Software which has been supplied to Bubble Quest by a third party supplier and for which Bubble Quest do not have the relevant source code;
8.5.7. any breach by the Client of any of its obligations under any maintenance agreement in respect of the Equipment;
8.5.8. any failure by the Client to install and Use upon the Equipment in substitution for the previous release any New Release of the Software Materials within 7 days of receipt of the same; or
8.5.9. the use of the Software for a purpose for which it was not designed;
8.5.10. the Client's failure to ensure that its staff have adequate training
Client Obligations
8.6. For the duration of the Licence, the Client will:-
8.6.1. only use the most up to date release of the Software;
8.6.2. ensure that the Software and the Equipment are used in a proper manner by competent trained employees only or by persons under their supervision;
8.6.3. ensure that at least two members of its staff who have undergone Bubble Quest's standard training are available to deal with operating problems at all times during Normal Working Hours;
8.6.4. not request or permit anyone other than Bubble Quest to provide any maintenance or support services in respect of the Software Materials;
8.6.5. cooperate with Bubble Quest's personnel and those of their sub-contractors in the diagnosis, investigation and correction of any fault in the Software;
8.6.6. make available to Bubble Quest free of charge all information, facilities and services reasonably required by Bubble Quest to a specification approved by Bubble Quest from time to time, a suitable work station to enable Bubble Quest to provide Support including, without limitation, a modem or other link, computer runs, print outs and data preparation;
8.6.7. provide at its own expense such telecommunication, photocopying and other facilities as are reasonably required by Bubble Quest for remote testing and diagnostic services and bear the cost of all call charges;
8.6.8. provide access to its staff, the Software Materials, the Equipment and the Site at such times as Bubble Quest may require for the purposes of undertaking Support;
8.6.9. notify Bubble Quest promptly and in any event within 2 working days of any fault becoming apparent;
8.6.10. ensuring complete and accurate back ups are made of all data;
8.6.11. to permit Bubble Quest access to the Site for the purpose of verifying that the Client is fulfilling its obligations under these Terms.
8.7. Bubble Quest shall upon request by the Client provide Support notwithstanding that the fault results from any of the circumstances described in clause 8.5 above. Bubble Quest shall in such circumstances be entitled to levy Standard Charges in the manner set out in clause 9 below.
8.8. Without prejudice to clause 8.7 above the Company shall be entitled to levy Standard Charges in the manner set out in clause 9 below if Support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged the Client's request to have been unnecessary.

9. Services Charge, Support Charge and Standard Charges
9.1. The Services Charge shall be the sum specified in the Order Confirmation or (if greater) the time and materials cost of providing the Services calculated at Bubble Quest's standard rates at the time of provision.
9.2. Unless otherwise agreed in writing, the Services Charge shall be invoiced on completion of each stage of the Services (to be determined by Bubble Quest at its sole discretion) and shall be payable by the Client within 30 days of receipt of Bubble Quest's invoice.
9.3. Should the Client elect not to require Bubble Quest to perform the Services (or any part thereof), then the Client agrees to pay Bubble Quest in full in any event the Services Charge specified in the Order Confirmation.
9.4. The Support Charge for the Software for the Initial Term shall be that sum specified in the Order Confirmation, which shall be payable by the Client in accordance with clause 9.7.
9.5. The Support Charge for any Renewal Period will be in accordance with Bubble Quest's standard charges at the relevant time. Where such rates are in excess of the Support Charge specified in the Order Confirmation then Bubble Quest will give the Client 30 days notice of any applicable increase. In such circumstances, the Client shall have the right to terminate the Contract, but in the event that notice of termination is received after the commencement of any Renewal Period then Bubble Quest shall be entitled to Bubble Quest's revised Support Charge calculated pro rata on a monthly basis from the beginning of the applicable Renewal Period to the date of the expiry of the notice of termination, together with any other applicable Standard Charges.
9.6. In addition to the Services Charge and/or the Support Charge for the Initial Term and any Renewal Period, the Client is liable to pay Standard Charges for the following:-
9.6.1. Support provided at its request in circumstances not falling within the provisions of clause 8.7 (including the cost of Bubble Quest's auditing or reviewing work undertaken by third parties);
9.6.2. if Support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged its request to have been unnecessary;
9.6.3. for any New Release in respect of which Bubble Quest are obliged to pay a charge to any third party;
9.6.4. for the delivery and/or installation of any New Release;
9.6.5. where the rectification of any fault requires the assistance of any third party for which Bubble Quest are charged;
9.6.6. where the rectification of any fault requires the attendance of Bubble Quest's personnel at the Site ;
9.6.7. for any adaptation to the Software necessitated by the issue of a New Release, where the degree of modification required to the original Software (including, without limitation, commissioned or bespoke Software Materials) means that any standard New Release itself requires further modification;
9.6.8. for training provided to its personnel from time to time, except for any training expressly included to the extent stated in the Services Charge specified in the Order Confirmation ;
9.6.9. for any Services provided other than specified in the Order Confirmation;
9.6.10. for Services or Support provided out of Normal Working Hours;
9.6.11. for additional customisation, modification or other alteration of Software Materials not specified in the Order Confirmation;
9.6.12. for any out of pocket expenses incurred by Bubble Quest in the provision of Services Support (such as, without limitation, mileage, subsistence, rail and air fares, media and data transfer costs or modem time).
9.7. The Support Charge for the Initial Term is payable on the date of installation of the Software to which it relates.
9.8. The Support Charge for any Renewal Period is payable in advance within 30 days of the date of Bubble Quest's invoice therefor.
9.9. Any Standard Charge due is payable within 30 days of the date of Bubble Quest's invoice therefor.

10. Late Payment
10.1. In the event of late payment of any sum which is due to Bubble Quest under these Terms, Bubble Quest reserve the right (without prejudice to any other remedy Bubble Quest may have):-
10.1.1. to charge the Client interest in respect of the late payment (as well after as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of Barclays Bank plc from the due date therefor until payment; and/or
10.1.2. to suspend the provision of Services and/or Support without liability to the Client; and/or
10.1.3. to terminate the Licence and/or repossess the Software Materials; and/or
10.1.4. to suspend credit terms and/or special payment arrangements which are only available if the Client adheres to agreed payment terms; and/or
10.1.5. to apply a Standard Charge for the resumption of Support following payment.

11. Property and Confidentiality in the Software Materials
11.1. The Software Materials contain confidential information of Bubble Quest and all copyright trade marks and other intellectual property rights in the Software Materials are the exclusive property of Bubble Quest.
11.2. The Client shall not:
11.2.1. save as provided in clause 12 below make back-up copies of the Software Materials;
11.2.2. reverse compile, copy or adapt the whole or any part of the Software Materials for the purposes of correcting errors in the Software Materials;
11.2.3. save solely for the purposes expressly permitted by and in accordance with s. 296A(1) Copyright, Designs and Patents Act 1988 or s. 50B(2) Copyright, Designs and Patents Act 1988 copy adapt or reverse compile the whole or any part of the Software Materials;
11.2.4. assign transfer sell lease rent charge or otherwise deal in or encumber the Software Materials or use the Software Materials on behalf of any third party or make available the same to any third party; or
11.2.5. remove or alter any copyright or other proprietary notice on any of the Software Materials.
11.3. The Client shall:
11.3.1. keep confidential the Software Materials and limit access to the same to those of its employees agents and sub-contractors who either have a need to know or who are engaged in the Use of the Software(including where appropriate the Documentation);
11.3.2. reproduce on any copy (whether in machine readable or human readable form) of the Software Materials Bubble Quest's copyright and trade mark notices;
11.3.3. maintain an up-to-date written record of the number of copies of the Software Materials and their location and upon request forthwith produce such record to Bubble Quest; and
11.3.4. notify Bubble Quest immediately if the Client becomes aware of any unauthorised use of the whole or any part of the Software Materials by any third party; and
11.3.5. without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of Bubble Quest or its licensor in the Software Materials.
11.4. The Client shall inform all relevant employees agents and sub-contractors that the Software Materials constitute confidential information of Bubble Quest and that all intellectual property rights therein are the property of Bubble Quest, and the Client shall take all such steps as shall be necessary to ensure compliance by its employees agents and sub-contractors with the provisions of this clause 11.

12. Copying of the Software
12.1. The Client shall be entitled to make one back-up copy of the Software. Any such copy shall in all respects be subject to these Terms and shall be deemed to form part of the Software.
12.2. The Client shall not be entitled to copy in whole or in part the Documentation.

13. Warranty
13.1. Subject to the exceptions set out in clause 13.4 below and the limitations upon its liability in clause 14 below Bubble Quest warrants that:
13.1.1. its title to and property in the Software Materials is free and unencumbered and that it has the right power and authority to license the same upon these Terms;
13.1.2. the media upon which the Software Materials are stored will for a period of 90 days from the delivery of the Software Materials be free from defects in materials design and workmanship;
13.1.3. the Software will for a period of 90 days from the date of delivery of the Software Materials conform to the Software Specification;
13.1.4. it shall perform the Services with reasonable care and skill; and
13.1.5. the Software Materials are Date Compliant.
13.2. The Client shall give notice to Bubble Quest as soon as it is reasonably able upon becoming aware of a breach of warranty.
13.3. Subject to clause 13.4 below Bubble Quest shall remedy any breach of the warranties set out in clauses 13.1.2 and 13.1.3 above by the provision of Support (category C Quick Service) free of charge other than the Support Charge.
13.4. Bubble Quest shall have no liability to remedy a breach of warranty where such breach arises as a result of:
13.4.1 where such breach arises as a result of any of the circumstances described in clause 8.5 above; or
13.4.2 if any Services Charge, Support Charge or Standard Charge payable under this Agreement has not been paid by the due date; or
13.4.3 any defect in the Software and/or Services arising from any instructions, advice, Client Material or other information supplied by the Client or by any third party on behalf of the Client which is incomplete, inaccurate, illegible, out of date, out of sequence or in the wrong form, or arising from their non-arrival or any other fault of the Client.
13.5. Without prejudice to the foregoing Bubble Quest does not warrant that the Use of the Software will meet the Client's data processing requirements or that the operation of the Software (including where in machine-readable form the Documentation) will be uninterrupted or error free.
13.6. Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the Software Materials and the provision of the Services are hereby excluded to the fullest extent permitted by law.
13.7. The Client accepts that save for the Services the Software is not designed and produced to the Client's individual requirements and that the Client was responsible for the selection of the Software.

14. Limitation of Liability
14.1. The following provisions set out Bubble Quest's entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to the Client in respect of:
14.1.1. any breach of its contractual obligations arising under these Terms; and
14.1.2. any representation statement or tortious act or omission including negligence (but excluding any of the same made fraudulently) arising under or in connection with these Terms.
AND THE CLIENT'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 14.
14.2. Any act or omission on the part of Bubble Quest or its employees agents or sub-contractors falling within clause 14.1 above shall for the purposes of this clause 14 be known as an “Event of Default”.
14.3. Bubble Quest's liability to the Client for
14.3.1. death or injury resulting from its own or that of its employees' agents' or sub-contractors' negligence; and
14.3.2. damage suffered by the Client as a result of any breach of the obligations implied by, as applicable, section 12 of the Sale of Goods Act 1979, section 2 of the Supply of Goods and Services Act 1982 or section 8 of the Supply of Goods (Implied Terms Act) 1973
shall not be limited.
14.4. Subject to the limits set out in clause 14.5 and 14.6 below Bubble Quest shall accept liability to the Client in respect of damage to the tangible property of the Client resulting from the negligence of Bubble Quest or its employees agents or sub-contractors.
14.5. Subject to the provisions of clause 14.3 above Bubble Quest's entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the aggregate of all charges paid to Bubble Quest in the immediately preceding period of 12 months.
14.6. IN ANY EVENT, THE LIABILITY OF BUBBLE QUEST FOR ANY BREACH OR THE AGGREGATE LIABILITY FOR ANY SERIES OF BREACHES UNDER OR IN CONNECTION WITH THE CONTRACT (SAVE IN RESPECT OF DEATH, PERSONAL INJURY OR FRAUDULENT MISREPRESENTATION) SHALL NOT EXCEED THE AMOUNT RECOVERED BY BUBBLE QUEST FROM ITS INSURERS IN CONNECTION WITH THE PARTICULAR BREACH CONCERNED.
14.7. Subject to clause 14.3 above Bubble Quest shall not be liable to the Client in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Bubble Quest had been advised of the possibility of the Client incurring the same.
14.8. If a number of Events of Default give rise substantially to same loss then they shall be regarded as giving rise to only one claim under these Terms.
14.9. The Client hereby agrees to afford Bubble Quest not less than 30 days (following notification thereof by the Client) in which to remedy any Event of Default.
14.10. Except in the case of an Event of Default arising under clause 14.3 above Bubble Quest shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of the same upon Bubble Quest within 13 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
14.11. Nothing in this clause shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.

15. Intellectual property rights indemnity
15.1. Bubble Quest will indemnify and hold harmless the Client against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or Use of the Software Materials by the Client infringes the patent copyright registered design or trade mark rights of said third party (an ‘Intellectual Property Infringement') provided that the Client:
15.1.1. gives notice to Bubble Quest of any Intellectual Property Infringement forthwith upon becoming aware of the same;
15.1.2. gives Bubble Quest the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of Bubble Quest; and
15.1.3. acts in accordance with the reasonable instructions of Bubble Quest and gives to Bubble Quest such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
15.2. Bubble Quest shall have no liability to the Client in respect of an Intellectual Property Infringement if the same results from any breach of the Client's obligations under these Terms.
15.3. In the event of an Intellectual Property Infringement Bubble Quest shall be entitled at its own expense and option either to:
15.3.1. procure the right for the Client to continue using the Software Materials; or
15.3.2. make such alterations modifications or adjustments to the Software Materials so that they become non-infringing without incurring a material diminution in performance or function; or
15.3.3. replace the Software Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.
15.4. If Bubble Quest in its reasonable judgement is not able to exercise any of the options set out at clauses 15.3.1, 15.3.2 or 15.3.3 above within 180 days of the date it received notice of the Intellectual Property Infringement then the Client without prejudice to any other rights or remedies it may have hereunder or at law shall be entitled to terminate the licence by 30 days' notice upon Bubble Quest. Upon any such termination the provisions of clause 18.4 shall apply.

16. Risk in the Software Materials
16.1. Risk in the Software Materials will pass to the Client upon the date of delivery of the Software Materials. If subsequently the Software Materials are (in whole or in part) destroyed damaged or lost Bubble Quest will upon request replace the same subject to the Client paying its then prevailing Charges.

17. Confidentiality
17.1. Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Contract save that which is:
17.1.1. trivial or obvious;
17.1.2. already in its possession other than as a result of a breach of this clause; or
17.1.3. in the public domain other than as a result of a breach of this clause.
17.2. Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 17.1 above by its employees agents and sub contractors

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18. Termination
18.1. This clause 18 applies if:
18.1.1. the Client is in breach of the Contract and, in the case of a breach capable of remedy within 30 days, the breach is not remedied within 30 days of the Client receiving notice specifying the breach and requiring its remedy; or
18.1.2. the Client makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
18.1.3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Client; or
18.1.4. the Client ceases, or threatens to cease, to carry on business; or
18.1.5. Bubble Quest reasonably apprehends that any of the events mentioned in clauses 18.1.2, 18.1.3 or 18.1.4 above is about to occur in relation to the Client, and Bubble Quest notifies the Client accordingly.
18.2. If clause 18.1 applies then, without limiting any other right or remedy available to Bubble Quest, Bubble Quest may terminate the Licence and the provision of Services without any liability to the Client, and if the Software has been delivered and/or the Services performed (in whole or in part) but not paid for, the Charges shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and Bubble Quest shall be entitled to enter upon the Client's premises and repossess all copies of the Software.
18.3. Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
18.4. Within 30 days of the termination of the Contract (howsoever and by whomsoever occasioned) the Client shall at Bubble Quest's sole option either return all copies of the Software Materials in its possession or control or shall destroy all copies of the Software Materials in its possession or control and a duly authorised officer of the Client shall certify in writing to Bubble Quest that the Client has complied with its obligation as aforesaid.

19. Force Majeure
19.1. Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
19.2. Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
19.3. If a default due to an Event of Force Majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate the Contract. Neither party shall have any liability to the other in respect of the termination of the Contract as a result of an Event of Force Majeure.

20. Entire agreement
20.1. Bubble Quest shall not be liable to the Client for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of the Order Confirmation other than those representations agreements statements or undertakings confirmed by a duly authorised representative of Bubble Quest in writing or expressly incorporated or referred to in these Terms.
20.2. The Client accepts that the Software Materials were not designed and produced to its individual requirements and that the Client it was responsible for its selection.
20.3. Nothing in these Terms is intended to exclude a party's liability for fraud or fraudulent concealment.

21. General
21.1. Bubble Quest shall be entitled to assign or sub-contract to any third party its rights and/or obligations (as the case may be) arising from any Contract. The Client may not assign or sub-licence its rights under the Contract except with the prior written consent of Bubble Quest.
21.2. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
21.3. The waiver by either party of a breach or default of any of the provisions of these Terms by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
21.4. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
21.5. The Contracts (Rights of Third Parties) Act 1999 shall not apply in relation to the Contract.
21.6. The Contract shall be governed by the laws of England, and the Client agrees to submit to the exclusive jurisdiction of the English courts.