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1.1. Definitions:
Services: shall be interpreted broadly as to cover any and all types of services which Ardenfort shall provide to the Customer, a more detailed reference to which shall be provided in the Principal Agreement.

2.1 In line with the provisions contained in these Perpetual Licenses Terms, in the execution of the Services by Ardenfort, the Customer may be required to purchase third party software licenses (“Software”) which Software will, in most instances, be on a perpetual license basis with or without enhancement options. The Software products and/or licenses may be for Microsoft products or otherwise of other independent software vendors (hereinafter “Independent Software Vendors”).

3.1 The Customer shall address any such requirements in the form of a purchase order (“Purchase Order”) to Ardenfort which shall use its reasonable endeavours to source, obtain and deliver to the Customer the Software in question in accordance with the provisions of these Perpetual Licenses Terms.
3.2 Each Purchase Order shall be subject to written acceptance by Ardenfort. No contract shall come into being between the Parties until Ardenfort has given such written acceptance to the Customer or if performance of the applicable Purchase Order has already commenced.
3.3 Ardenfort shall use its reasonable endeavours to then procure the supply the Software set out in each Purchase Order that is accepted by Ardenfort.
3.4 Ardenfort shall deliver the Software and any associated documentation to the location agreed in the Principal Agreement unless otherwise instructed by the Customer.
3.5 Ardenfort shall install the Software upon the equipment specified in the Purchase Order and all costs associated with installation (including but not limited to configurations, testing and deployment) shall be at the Customer’s charge in line with the Hourly Rates specified in the Principal Agreement.
3.6 While Ardenfort will use reasonable commercial efforts to meet delivery times, the Customer’s only remedy for unreasonable delay in delivery will be the right to terminate the relevant Purchase Order. No other remedies shall exist in favour of the Customer against Ardenfort. Risk in the Software will pass to the Customer upon delivery of the Software.

4.1 The Customer hereby agrees that the Software to be supplied to it by Ardenfort under these Perpetual Licenses Terms may contain license terms which the Customer hereby undertakes to comply. In addition, the sourcing and supply by Ardenfort of any such Software may be subject to the condition that Ardenfort and/or the Customer agree to a third party license or equivalent agreement (such as, but not limited to Microsoft cloud solution provider agreements) a copy of which shall be provided to the Customer and to which terms the Customer shall comply. The Customer shall comply with any and all terms and conditions attached to any such third party Software. Any such terms may cover a wide range of obligations which usually include issues concerning exclusivity, term, object and source code, number of users, prohibited copying of the Software, updates, modifications, sub-licensing, use of the Software within a group company structure, reservation of rights, warranties, reporting of defects, termination and renewal of use of the Software, intellectual property rights, confidentiality, limitation of liability and other terms of use.
4.2 Ardenfort shall have no liability whatsoever to the Customer for any interruption to the Customer’s business where the cause of such interruption is a functional failure of the Software, unless and to the extent that such failure derives from any act or omission of Ardenfort in the installation of the same.

5.1 In furtherance to clause 3 above, on condition that Ardenfort accepts the Customer’s Purchase Order, Ardenfort shall raise an invoice which shall be equivalent to the Software license cost. The Customer shall pay each such invoice of Ardenfort within fifteen (15) calendar days of receipt.
5.2 The Customer shall be solely responsible for the Software licenses that are sourced by Ardenfort by means of these Perpetual Licenses Terms including but not limited to any enhancement plans or similar feature or option (hereinafter referred to as the “Enhancement Plan”) which any such Software might contain (such as, by way of example, Enhancement Plans relating to the Microsoft Dynamics On-Premises licenses) in particular since any such Enhancement Plan might be limited in time (such as for the first year of the Software license). Furthermore, should the Customer wish to continue to avail itself of any such Enhancement Plan which is tied with the sourced Software, and this such as by renewing same, the Customer shall inform Ardenfort of this in good time by reference to and in accordance with the Software license terms and conditions, but in any event not later than two (2) months before the due date for renewal (it usually being the anniversary date of the Software license commencement term or date) that would need to be observed when notifying Microsoft or the Independent Software Vendor in question of the request for the renewal of the relevant Enhancement Plan. In any such eventuality, Ardenfort shall raise an invoice which shall be equivalent to the Software Enhancement Plan fees and the Customer shall pay any such invoice of Ardenfort within fifteen (15) calendar days of receipt. Should the Customer fail to abide by the above-mentioned time-frames, it shall be solely responsible for any late payment fees or costs that may arise and it shall also be solely responsible for any potential refusal, by Microsoft or the Independent Software Vendor in question, to renew the Software Enhancement Plan of the sourced Software.
5.3 If the Customer fails to make any payment due to Ardenfort by the due date for payment, then, without limiting Ardenfort’s legal and/or equitable remedies the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day pursuant to the Late Payment of Commercial Debts Regulations 2013.
5.4 All amounts due in connection with these Perpetual License Terms shall be exclusive of VAT which shall be paid in addition should it apply, and all amounts shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.1 Any and all types of configuration services to the Software which the Customer shall request Ardenfort to undertake shall be considered to be part of the Services which may be addressed by other agreements entered into with Ardenfort or by the provisions of the Principal Agreement. Where configuration services are not specifically addressed in any agreement such services shall be, by default, charged monthly in accordance with Ardenfort’s Hourly Rates.
6.2 Any and all types of software support and/or maintenance services which the Customer shall request Ardenfort to provide shall be considered to be part of the Services and, unless otherwise specified in a document between the Parties, shall be charged monthly in accordance with Ardenfort’s Hourly Rates.
6.3 Reference to Hourly Rates shall mean Ardenfort’s hourly rates as set out in the Principal Agreement or any other operative agreement between the Parties.