OpenText

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Terms and Conditions

Licensor: Open Text UK Limited, registered in England and Wales (company number 03148093), whose registered office is 420 Thames Valley Park Drive, Reading, Berkshire, RG6 1PT.

The Chest Order, together with the Licence Terms and Conditions, and any exceptions listed below, create a legally binding contract between your institution, organisation or company and the Licensor. Therefore please read the terms and conditions carefully and only submit a Chest Order if its terms and conditions are acceptable to your institution, organisation or company and you have the authority to make the financial commitment shown.

Licence Type

This Site licence is subject to the terms and conditions for the Standard Chest Licence for Software (June 2011) with exceptions listed at the bottom of the page.

Payment terms

On receipt of a completed Order plus an Institution Purchase Order sites will be invoiced for the Agreement year in which the licence is issued.

For each subsequent year, Sites will be invoiced three months in advance of the anniversary date on 1 May to cover the period from 1 August to 31 July.

Pro-rata pricing is not available to Sites who become licensed part-way through a licence year.

Payment Terms

On receipt of a completed Order, Institutions will be invoiced for the Agreement year in which the Licence is signed.

In subsequent years, Institutions will be invoiced three months in advance of the anniversary date of the Agreement, on 1 July.

There is monthly, pro-rata charging for Institutions which become licensed partway through a licence year.  This does not apply for Institutions renewing their licences at the delayed start of the Agreement in 2021.  The Chest fee will not be pro-rated in any circumstances.

Chest is an Enterprise of Jisc. All Purchase orders must be made out to Jisc, 4 Portwall Lane, Bristol, BS1 6NB to cover all charges plus VAT.

All terms contained in a PO are expressly rejected and do not form part of the Licence or vary the Licence terms in any way.

Payments are due within thirty days of invoice date; recipients of late payments are entitled to interest in accordance with UK statutory provisions.

Termination Clauses

Sites commit to a three-year or five-year licence period but have the opportunity to opt out after each year provided three months’ notice in writing (by 30 April) is provided to Chest. Cancellation will take effect from 31 July in the same year. There is a cancellation charge of 10% of the combined total fees which would have been levied during the licence years thereby cancelled. Jisc will invoice the site for the relevant cancellation charge subsequent to receiving notification and will add its own Chest Fee of £150.

At the end of the Licence period for the software sites are required to delete all Open Text products from their systems. An exception to this is limited-user Exceed 3D licences, which are perpetual at the end of agreement but without updates or support.

It is the intention of Chest and Open Text to renew this five-year Agreement. If the Agreement is renewed or extended then new conditions may apply. If the Agreement is not renewed then any extension is a matter between sites and Open Text.

Location and Use Permissions

The Open Text software licensed under this Agreement may be used by any Authorised User of the Site for Educational Purposes, which includes the administration and management of the Site's educational and research operations, whether or not they are located on the Site's premises. These permissions are described in the Standard Chest Agreement Terms and Conditions for Software.

Copying of the Software is allowed in accordance with the Terms and Conditions for the Standard Chest Licence for Software.

Access via Citrix or terminal server is allowed.

Personal Licences

Personal licences are not available under this Agreement.

Exceptions to the Terms and Conditions

Open Text Agreement 2021  agreed amendments

Term 1 (Definitions) …

1.1(a)(i) and 1.1(a)(ii) are amended by having the words “other than as provided for in the Export section below” added at the end of the existing text.

1.1(a)(iii) is deleted.

An additional Definition is inserted: ““License Model” means the applicable License Model shown for each Software product in the Exhibit to this Licence Agreement, with each such License Model defined in the document found at https://www.opentext.com/file_source/OpenText/en_US/PDF/opentext-legal-license-model-schedule-en.pdf.”

Term 2 (Licence Grant) …

Term 2.1 is amended and now reads: “In consideration of the Fee and subject to the terms and conditions of this Licence Agreement, the Licensor grants the Licensee a non-exclusive and non-transferable right to use the Software and to allow Authorised Users to use the Software for the term as set out on the Order.  The Licences to the Software are granted subject to the restrictions, limitations and conditions of the Order and the applicable License Model.”

Term 4 (Licensee Responsibilities) …

Term 4.1 – an additional Term is inserted: “(The Licensee will) ensure that all Authorised Users, whether for “Home Use” or not, agree to the terms and conditions in the annex to this Licence Agreement and/or such other terms and conditions that the Licensor may require.”

Term 4.1(d) is amended and now reads: “(The Licensee will) not more than once a year, reasonably co-operate with any request from the Licensor to demonstrate compliance with the terms and conditions of this Licence Agreement. As part of this cooperation, during the term of this Licence Agreement and for 24 months after, Licensee will maintain electronic and other records sufficient for Licensor to confirm that Licensee has complied with this Licence Agreement. Licensee will promptly and accurately complete and return (no more than 30 days) any self-audit questionnaires, along with a certification by an authorized representative of Licensee confirming that Licensee’s responses to the questionnaire accurately and fully reflect Licensee's usage of the Software.  Furthermore, Licensor may once per year audit Licensee’s records and computer systems (including servers, databases, and all other applicable software and hardware) to ensure Licensee has complied with this Licence Agreement. Licensee shall cooperate with Licensor’s audit team and promptly and accurately respond to, database queries, location information, system reports, and other reports requested by Licensor and provide a certification by an authorized representative of Licensee confirming that information provided by Licensee accurately reflects Licensee's usage of the Software.  Audits will be conducted during regular business hours and will not interfere unreasonably with Licensee’s business. Licensor will provide Licensee prior notice of each audit.  Such audit shall be scheduled as soon as reasonably possible but in no event more than 7 days subsequent to the notice. Licensee will allow Licensor to make copies of relevant Licensee records. Licensor will comply with all applicable data protection regulations.”

Term 4.1 – an additional Term is inserted: “(The Licensee will) put in place controls so that only Authorised Users have the right to access the Software.

Term 4.2 is amended and now reads: “The Licensee shall not be liable for breach of this Licence Agreement by any Authorised User who is a student if the Licensee has diligently observed its obligations under clause 4.1 and did not cause the breach or knowingly assist or condone the breach after becoming aware of its occurrence and took reasonable steps to end such continued breach after becoming aware of its occurrence.  The Licensee shall be liable for breach of this Licence Agreement by any other Authorised User.”

An additional Term 4.3 is inserted: “The Licensee shall provide assistance as requested by the Licensor in investigating or bringing an action against any user of the Software connected with the Licensee.”

Term 5 (Licensor Responsibilities) …

Term 5.1(d) is amended and now reads: “the Software will perform in all material respects as set out in the documentation provided or published and referred to by the Licensor for 60 days from the date of first delivery;”

Term 5.1(h) is amended and now reads: “unless shown otherwise in the Specification, it will make all updates and new versions available to the Licensee whenever it makes the same available to its other customers;”

Term 5.1(i) is amended and now reads: “it will provide or arrange for a service provider to provide on its behalf, the support services set out below via phone and email. Support services for major incidents must be available for at least two normal business hours on normal business days in the UK.”

Term 5.4 is amended and now reads: “The Licensor will identify contacts for the support services and for other matters relating to this Licence Agreement as described in the support services description.”

Term 7 (Intellectual Property Rights Indemnity) …

Term 7.1(b) is amended and now reads: “the Licensor’s obligations under this clause 7 shall not apply to the extent that the infringement arises out of any use of the Software which is not compliant with this Licence Agreement or Licensee’s failure to incorporate a Software update or upgrade that would have avoided the alleged infringement or the modification of the Software by any party other than Licensor;”

Term 8 (Liability) …

An additional Term (8.4) is inserted: “Licensee agrees that it shall only be entitled to claim for any breaches of Licensor’s obligations under this Licence Agreement, against Licensor, and shall not be entitled to pursue a claim against Jisc Services Limited for any breaches of Licensor’s obligations under this Licence Agreement.  The parties agree that Jisc Software Limited may enforce this term of the Licence Agreement against Licensee as a third party, in accordance with the Contracts (Rights of Third Parties) Act 1999.”

Term 10 (Dispute Resolution) is amended and now reads: “An executive of the Licensor and the head of the Licensee, or their nominees, will have thirty days to resolve any dispute before either party may resort to any other course of action.”

An additional term 18 (Export) is added: “The Software, including documentation, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee will comply strictly with all regulations and has the responsibility to obtain any licenses required to export, re-export, or import Software or documentation.”

An additional Term 19 (Software Support and Maintenance) is added: “The support and maintenance services provided in respect of the Software are described in the then-current version of the software maintenance program handbook published at www.opentext.com/agreements.  The support and maintenance services are governed by the terms of the software support terms and conditions for the UK published at www.opentext.com/agreements as of the date of this Licence Agreement.”

Standard Chest Software Licence Annex: Home Use Undertakings is amended and now reads:

Standard Chest Software Licence Annex: Authorised User Undertakings

Subject to the Authorised User accepting the following provisions, the Licensor grants the Home User the right to Home Use of the Software.

1: Definitions

• “Authorised User” means Students (which means any person undertaking education or research for whom the Licensee is responsible) or Staff (which means any personnel used by the Licensee to instruct or direct Students, the Licensee’s research staff and, unless stated otherwise on the Order, administrative and management personnel).
• “Home Use” means a Home User may install the Software on a single computer of their own, which shall only be used by the Home User and only for the purposes of their own education, learning, private study, personal development or academic research or in connection with teaching the Licensee’s students.
• “Home User” means any student or staff for whom the Licensee is responsible.
• “Licensee” means the party who has licensed the Software from the Licensor.
• “Licensor” means the party who licenses the Software to Licensee.
• “Software” means the product shown on Jisc’s Chest website.

2: Undertakings

The Authorised User agrees:

• to adhere to the terms and conditions of this Annex and/or such other terms and conditions that the Licensor may require;
• to use the Software for Home Use only;
• not to receive any payment, consideration or concession of any kind from Home Use nor to use the Software for any commercial purpose;
• not to sell, resell, sublicense, lease, rent, hire, loan or transfer the Software or make it available to any other person or party;
• not to remove, obscure or modify copyright notices, disclaimers, text or means of identification appearing in the Software;
• not to alter, adapt, modify, disassemble, decompile, reverse engineer or create any derivative works of the Software except to the extent necessary to make it readable on a computer screen, or as otherwise permitted by law;
• that the Software is made available “as is” without warranty, except for any statutory warranty that may not be excluded by law;
• that no support is available for Home Use from the Licensor;
• to co-operate as required by the Licensee and/or the Licensor, at any reasonable time and subject to reasonable notice, in order to demonstrate compliance with these undertakings;
• that it shall be liable for any misuse of the Software or breach of these undertakings, which could result in its use of the Software being terminated, or it being required to pay compensation to the Licensee or Licensor, or a fine or prison sentence being imposed on it;
• that these undertakings are given to the Licensee and Licensor, either or both of whom may enforce the same;
• once their status as an Authorised User terminates, or the Licensee so instructs, to no longer access the Software and delete it from their systems.

Exhibit: License Models for Software

The restrictions, limitations and conditions of each of the following License Models (as defined in the document found at https://www.opentext.com/file_source/OpenText/en_US/PDF/opentext-legal-license-model-schedule-en.pdf ) shall apply to licenses of each of the following Software products.

Products and Pricing

Prices are in GBP (£) and exclude VAT

Payment terms are shown on the terms and Conditions tab.

All prices shown are annual fees.

Chest fees

Chest fees apply to all orders as follows:

• An annual £300 fee for HE and Research Councils
• An annual £100 fee for FE
• A one-off fee of £150 for any additional orders placed mid-term requiring a separate invoice.  This fee will also apply to any cancellation requests.

Please also note the additional product definitions in the 'Exceptions to the Terms and Conditions' section of the Terms and Conditions tab.