Subscription Agreement - 2024 Terms and Conditions - Coalescent Limited - Software Licence

Sep 16, 2026

Subscription agreement between Coalescent Limited and an inserting organization, governing access to and use of the “CoLiberty” software via the internet for administration and assessment of deprivation of liberty under DoLS and LPS. Defines interpretation rules, licence scope, permitted activities, and strict restrictions including no copying, modification, reverse engineering, or unauthorized transfer. Covers registration, user login control, organizational responsibility, annual fees, invoicing in advance, payment timelines, late payment interest, and possible termination.

LanguageEnglish

CategoryForms

FormatPDF

Pages25

Reading Time9 min

AccessFree to download

AGREED TERMS

CONSIDERATION AND INTERPRETATION

LICENCE TO ACCESS THE SOFTWARE

REGISTRATION

FEES

COALESCENT LIMITED and INSERT ORGANISATION NAME HERE SUBSCRIPTION AGREEMENT THIS AGREEMENT is made on XXXXX(the “Commencement Date”) BETWEEN (1)COALESCENT LIMITED incorporated and registered in England and Wales with companynumber 12744137 whose registered office is at Origin Two,106 High Street,Crawley,WestSussex,England,RH101BF("Coalescent");and (2)INSERT ORGANISATION NAME HERE a Organisation in England,whose principal officesare at Insert Address Here(“Organisation”), each a "Party"and together the “Parties”. BACKGROUND (A) Coalescent is a company who design and implement new digital approaches to businesschallenges. (B) Coalescent owns exclusive rights to the Software (defined below). (C) The Organisation wishes to use the Software to assist in the administration and assessment ofdeprivation of liberty (dol)under the Deprivation of Liberty Safeguards DoLS)and the LibertyProtection Safeguards (LPS)in line with their obligations as a Supervisory and/or ResponsibleBody. (D) Coalescent has agreed to grant the Organisation a right to access and use the Software viathe internet in accordance with this Agreement (defined below). # AGREED TERMS 1. CONSIDERATION AND INTERPRETATION 1.1 In consideration of the mutual benefits and obligations contained in this Agreement,eachParty hereby agrees to be bound by the terms of this Agreement. 1.2 The definitions and rules of interpretation in this Clause apply in this Agreement as theDefinitions shown in Schedule 1. 1.3 Clause headings shall not affect the interpretation of this Agreement. 1.4 A person includes a natural person,corporate or unincorporated body(whether or not havingseparate legal personality). 1.5 Unless the context otherwise requires,words in the singular shall include the plural and in theplural include the singular. 1.6 A reference to a statute or statutory provision is a reference to it as amended,extended orre-enacted from time to time. 1.7 A reference to writing or written includes e-mail. 1.8 References to including and include(s)shall be deemed to mean respectively including withoutlimitation and include(s)without limitation. 1.9 When a number is expressed both in words and numbers,in the event of a conflict the wordsshall be deemed correct. 1.10 References to Clauses and Schedules are to the clauses and schedules of this Agreementand references to Paragraphs are to paragraphs of the relevant Schedule. # 2. LICENCE TO ACCESS THE SOFTWARE 2.1 In consideration for payment of the Fees,Coalescent hereby grants to the Organisation anon-exclusive,revocable,non-transferable licence (subject to the terms and conditions of thisAgreement)for the duration of this Agreement to: (a) permit the Users to access and use the Software over the internet,solely inaccordance with the EULA; (b) make and use only such number of copies of the Technical Documentation as isreasonably necessary for the purposes of using the Software;and (c) print out,or otherwise make,printed copies of the reports,numeric results and otherinformation generated from the Organisation's access and use of the Software. 2.2 The Organisation shall not: (a) copy the Software or any part of it except to the extent and for the purposes expresslypermitted by this Agreement;or (b) modify,adapt,develop,create any derivative work,reverse engineer,decompile,disassemble or carry out any act otherwise restricted by copyright or other IntellectualProperty Rights in the Software except and only to the extent that it is expresslypermitted by applicable law. 2.3 The Organisation shall not sub-license,rent,sell,lease,distribute,transfer,transmit,assign or sub-license its licence rights to any other person or entity. 2.4 For the avoidance of doubt,all User's access to the Software shall be subject to the separateEULA that shall apply as between Coalescent and each individual User. 2.5 The Organisation acknowledges and agrees that it i

FAQs

What licence does Coalescent grant for using the software?

Coalescent grants a non-exclusive, revocable, non-transferable licence to allow users to access and use the software over the internet solely under the EULA and this agreement.

What activities are prohibited under the software licence?

The organisation must not copy or modify the software, create derivative works, or perform reverse engineering actions, except where expressly permitted by the agreement or applicable law.

How are fees invoiced and what happens if payment is late?

Fees are invoiced annually in advance and must be paid within ten days of the invoice date. If amounts are overdue by more than thirty days, Coalescent may charge daily interest or terminate the agreement.

Sep 16, 2026

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