Addendum – P-FLAPI Extension Terms & Conditions
(A) This addendum is an Addendum to the subscription agreement (the “Subscription Agreement”) between w3p Limited (“Licensor”, “w3p”, “us” or “we”) and the subscriber (“Licensee” or “you”) detailed in the quotation sent to you (the “Quotation”), it forms part of and is incorporated into the Subscription Agreement.
(B) Terms defined in the Subscription Agreement or any other Addendum where used in this Addendum shall have the same meaning as set out in the Subscription Agreement or other Addendum. Where there is any conflict between clauses and terms in this Addendum and clauses and terms in the Subscription Agreement this Addendum shall prevail.
(C) The Licensee wishes to access P-Flapi upon the terms and subject to the conditions set out below in order to obtain data required to manufacture and/ or supply Jobs for Licensee Products.
1 Operative provisions
In this Addendum the following expressions shall have the following meanings:
“Licensee Production MIS”
the software utilised by the Licensee (or any of its suppliers) in the manufacture of Licensee Products;
the Application Programme Interface which enables the Licensee Production MIS to interface with the Platform;
the Licensor’s documentation and instructions regarding methods, processes, techniques, systems and schemes devised and compiled by the Licensor, and any amendment or variation thereof at any time hereafter made available to the Licensee, to be observed and implemented by the Licensee in using the P-Flapi and implementation of P-Flapi with the Licensee Production MIS.
2 Description of P-Flapi
2.1 P-Flapi can be integrated with the Licensee Production MIS to import data and eliminate the need for manual rekeying of the particulars required by the Licensee or its supplier in the manufacturing process of Jobs for Licensee Products.
3 Obligations of the Licensor
The Licensor agrees and undertakes as follows:
3.1 the Licensor will provide the Licensee with access to its password controlled on-line test environment in order for the Licensee to test its implementation of P-Flapi with the Licensee Production MIS prior to making it available in a live environment;
3.2 the Licensor will provide the Licensee with the P-Flapi Specifications.
4 Obligations of the Licensee
The Licensee agrees as follows:
4.1 that under no circumstances will the Licensor be providing any services in the nature of software engineering, software development or similar (together ‘Software Servicesâ?) whether in respect of the integration of P-Flapi or otherwise. The Licensor may in its absolute discretion decide to supply limited support by way of email response to queries that the Licensee may have in respect of the integration of P-Flapi, if the Licensor does agree to provide such email support then the Licensee agrees:
4.1.1 to pay the charges that the Licensor has, prior to the Licensor providing the support in question, informed the Licensee will be payable in respect of such support;
4.1.2 the Licensor has no knowledge, and is not deemed to have any knowledge, of the Licensee Production MIS;
4.1.3 the support is provided on the basis of the Licensor’s use of the Platform and not as a Software Services provider and under no circumstances does the Licensor give any warranties or representation (whether express or implied) as to any aspect of the support and the Licensee relies on such support entirely at its own risk;
4.2 the Licensee will use P-Flapi strictly in accordance with the P-Flapi Specifications. The Licensee acknowledges and agrees that the Licensor shall have no liability to the Licensee in respect of any matter complained of by the Licensee in connection with which it has failed to adhere to the P-Flapi Specifications;
4.3 following any updates, revisions or substitutions of or to the P-Flapi that the Licensor may make from time to time, the Licensee shall obtain and/or use the same and/or make such changes to its Licensee Production MIS as are necessary to enable the Licensee Production MIS to utilize P-Flapi as envisaged by this Addendum. The Licensor shall provide any additional P-Flapi specifications as necessary in this regard.
5 Acknowledgments by the Licensee
5.1 The Licensee hereby acknowledges and agrees that:
5.1.1 For the purpose of the Agreement P-Flapi shall be considered part of the Platform;
5.1.2 the Licensor may terminate this Addendum with immediate effect by notice in writing, without incurring any liability whatsoever to the Licensee and in such circumstances the Licensee will return to the Licensor or otherwise dispose of or destroy as the Licensor shall direct any confidential information or other property of the Licensor or any member of the Group in respect of the P-Flapi;
5.1.3 notwithstanding any other provision of the Agreement there are no service levels, warranties, representations, guarantees or other commitments made or given by the Licensee to the Licensor in respect of P-Flapi;
5.1.4 any assistance, advice, know how and guidance given by the Licensor is made strictly pursuant to clause 4.1 and 5.1.3 above and on the understanding that the Licensee shall be deemed to possess the skill and competence of a person ordinarily engaged in the implementation of software of the type and nature of P-Flapi) relating to the use of P-Flapi.