1.1 In this Schedule 2, unless the context otherwise requires, the following expressions have the following meanings and will be supplemental to the definitions within the main body of the Agreement which are also used within this
"Licence" means the licence granted by Yodel to the Client pursuant to clause 2;
"Location" means the initial location where the Products are to be installed and used by the Client as denoted in the Schedule, or any subsequent location agreed to in writing from time to time by Yodel;
"Media" means the media on which the relevant Products are recorded or printed including, without limitation, any CD/DVD-ROM, tape, memory stick/USB or diskette owned by Yodel and licensed to the Client during the term of the Agreement;
"Product(s)" means the Yodel software and/or the Yodel Property and the Media loaned or licensed by Yodel during the term of the Agreement to the Client from time to time pursuant to the Agreement, including those items listed in clause 4.2 below; and
"Specification" means the specification of the relevant Products describing the capabilities functions and operating instructions thereof, as amended by Yodel from time to time.
2. Grant of Licence and Loan of Products
2.1 Yodel grants the Client a limited, royalty-free, non-exclusive, non-transferable, revocable licence to use the Products subject to the terms and conditions contained in this Schedule.
2.2 Yodel agrees to loan or licence the Products to the Client with effect from the date of delivery of the Products to the Client at the Location.
3. Ownership and Risk
3.1 Ownership and title in the Products shall at all times remain vested in Yodel.
3.2 Risk in the Products shall pass to the Client on delivery. If all or part of any Product is lost, destroyed or damaged after the delivery date, then the Client will pay the cost of such replacement and then Yodel shall replace the Product.
4. Yodel Obligations
4.1 Yodel shall:
4.1.1 arrange for the delivery and installation of the Products at the Location. For the avoidance of doubt, Yodel will charge for de-installation and re-installation where Yodel permits the Client to move the Products to a new Location during the term of the Agreement;
4.1.2 install the Products at the Location. The Products delivered shall consist of at least one copy of the object code of the Yodel software in machine-readable form only; and
4.1.3 except as provided in clause 4.2 and 4.3 below, maintain the Products at no cost to the Client during the term of this Agreement provided that the Products are used and operated in accordance with this Agreement and/or Yodel's written instructions provided from time to time.
4.2 Yodel may on the Commencement Date provide the Client with an initial supply of consumables (which will be charged to the Client) to use with the Yodel Property including (without limitation and subject to change):
4.2.1 Printer ribbons and cartridges;
4.2.2 Diskettes; and
4.2.3 Listing paper.
The Client shall be responsible for supplying these and any other required consumables at its own cost. For the avoidance of doubt the Client shall be responsible for providing adhesive shipping labels and flyer bags to the specification required by Yodel to enable the Services to be provided.
4.3 The Client will pay at Yodel's prevailing rates for replacement of all or part of the Products, parts, labour, materials and transportation, for any maintenance or repairs which are necessary due to:
4.3.1 misuse, abuse or neglect of the Products whilst in the Client's possession;
4.3.2 use of the Products not in conformance with the Specification, Yodel Property documentation and/or Yodel's written instructions from time to time; or
4.3.3 modification, repair, alteration or maintenance of the Yodel Property by any person or entity other than Yodel without Yodel's written consent.
4.4 Where Yodel provides a modem as part of the Yodel Property the Client will be responsible for all costs associated with installation of the telephone line and call costs.
5. Client Obligations
5.1 The Client shall:
5.1.1 inspect the Products on delivery and notify Yodel immediately in writing of any defects in the Products;
5.1.2 have the necessary systems and facilities in place to enable electronic data interchange with Yodel;
5.1.3 not to pass any viruses, worms, Trojan horses, time locks or time bombs or similar thing to Yodel through its use of the Products;
5.1.4 allow Yodel or its duly authorised agent or representative upon reasonable notice during working hours to inspect and/or repair the Products;
5.1.5 use the Products in a skilful and proper manner and in accordance with any Specification issued for them and to ensure that the Products are operated and used by properly skilled and trained personnel, and indemnify Yodel against any failure to do so;
5.1.6 make no alteration, and not to remove any existing components from the Products (unless in the ordinary course of repair and maintenance as approved by Yodel);
5.1.7 assume all risks (including for loss or damage) and to insure and keep the Products insured throughout the duration of this Agreement, against all risks on a comprehensive insurance policy at their list price in the case of hardware, or restoration price in the case of software;
5.1.8 keep the Products in its own possession at the Location and in compliance with any policy of insurance relating to the Products;
5.1.9 not, without the prior written consent of Yodel, to use the Products in any location except the Location;
5.1.10 not, without the prior written consent of Yodel, to use the Products in combination with any other hardware, software or systems, nor remove or move any Products;
5.1.11 not to transfer, sell, assign, sub-licence, pledge, or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against any interest in the Products;
5.1.12 deliver up the Products in good condition (ordinary wear and tear excepted) and in working order at the expiry of the Agreement or upon the earlier termination of this Agreement to such address as Yodel shall notify to the Client;
5.1.13 notify Yodel in writing immediately of any loss or damage to the Products and to indemnify Yodel against such loss or damage;
5.1.14 deliver to Yodel the relevant delivery note for the Products (including where Yodel agrees to exchange any Products for whatever reason) and for the avoidance of doubt, Yodel may deem use of the Products as delivery ;
5.1.15 ensure at all times that it is using the most up-to-date version of the Yodel software as provided by Yodel from time to time. Yodel shall have no liability to the Client for any loss or damage resulting from the Client's failure to comply with this clause 5.1.15;
5.1.16 pay for all data communication, interface and all other costs arising out of the use of the Products whilst at the Location; and
5.1.17 use the Products for the processing and management of Consignments to Yodel and for no other purpose.