Software licence agreement, Cadence Practice Suite

Software licence agreement template with seats, term and support

A software licence agreement has to answer three questions before anything else: what a seat is, what happens when the software is down, and who gets the data at the end. This one licenses a hosted practice management suite to a medical practice for 25 named users at $9,600 a year, with a support table, uptime credits and a 30 day export.

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Software licence agreement

Cadence Practice Suite, 25 Seats

Between Cadence Clinical Systems and Rosevale Family Practice

Prepared by
Cadence Clinical Systems Limited
Date
Term starting 1 February 2027
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Parties and licence summary

Made on 18 January 2027 between Cadence Clinical Systems Limited of 40 Ridley Street, Kingsmere, called the Licensor, and Rosevale Family Practice of 12 Ashgrove Road, Rosevale, called the Customer. The Licensor supplies a hosted practice management application called the Cadence Practice Suite.

25
Named seats
$9,600
Annual fee
12 months
Initial term
99.5%
Uptime commitment
1. The licence
1.1
What is granted
The Licensor grants the Customer a non exclusive, non transferable licence to use the Cadence Practice Suite for the internal purposes of the Customer’s practice during the term. The software is hosted by the Licensor, so the licence is a right to access rather than a right to hold a copy.
1.2
A seat is a named person
A seat is one named individual with their own login, not a concurrent session. Logins are not shared, because the software records who performed each action and clinical records depend on that. A seat may be reassigned when a person leaves, at no charge, but may not be rotated between people on different shifts, which is what would turn 25 seats into 50 users.
2. What the Customer may not do
2.1
Restrictions
Except where the law says otherwise, the Customer will not do any of the following, and will make sure nobody using its seats does either.
Copy, modify, translate or create a derivative of the software.
Reverse engineer or decompile any part of it, or try to extract its source code.
Resell, rent, sublicense or run a bureau service on it for another practice.
Use it to build or train a competing product, including a machine learning model.
Run an automated scraper, load test or penetration test without written consent.
Give access to a person outside the practice, other than an auditor under clause 6.1.
3. Fees
3.1
The annual fee
The fee is $32 per seat per month, being $9,600 a year for 25 seats, invoiced annually in advance and payable within 30 days of the invoice date. The first invoice is issued on 18 January 2027 for the term starting 1 February 2027.
3.2
Adding seats during a term
The Customer may add seats at any time at $32 per seat per month, charged for the remainder of the term and invoiced monthly in arrears. Seats cannot be removed mid term, and a seat added in the last two months carries into the renewal unless the Customer says otherwise.
3.3
Price at renewal
The Licensor may change the per seat price for a renewal term by telling the Customer at least 60 days before the renewal date. Any increase is capped at 5 per cent of the current price, and a larger increase entitles the Customer to end the agreement on the renewal date.
3.4
Late payment
An invoice more than 30 days overdue may be charged interest at 1 per cent a month. The Licensor gives 14 days written notice before suspending access, and does not suspend access to patient care records in that time.
4. Support
4.1
Hours, channels and targets
Support is available 7 am to 7 pm on business days by email and in application chat, with an after hours phone line for severity 1 faults. Response time is measured to a human reply, not an automated acknowledgement, and the targets below apply from the time the fault is reported.
Severity
What it means
First response
Workaround
1
Nobody can book, bill or see a record
1 hour, any day
4 hours
2
A core function fails for several users
4 business hours
2 business days
3
A fault with a workaround in place
1 business day
Next release
4
A question or a change request
3 business days
Backlog
Severity
What it means
First response
Workaround
1
Nobody can book, bill or see a record
1 hour, any day
4 hours
2
A core function fails for several users
4 business hours
2 business days
3
A fault with a workaround in place
1 business day
Next release
4
A question or a change request
3 business days
Backlog
Severity
What it means
First response
Workaround
1
Nobody can book, bill or see a record
1 hour, any day
4 hours
2
A core function fails for several users
4 business hours
2 business days
3
A fault with a workaround in place
1 business day
Next release
4
A question or a change request
3 business days
Backlog
4.2
What support does not cover
Training beyond the two included sessions, data entry, hardware, the Customer’s network, third party software, and faults caused by a change made outside the application. These are quoted at $180 an hour.
5. Availability
5.1
The uptime commitment
The Licensor commits to 99.5 per cent availability each calendar month, measured at the application login and excluding scheduled maintenance notified five days ahead, which is kept to Sunday nights and to four hours a month.
Availability in a month
Downtime
Credit
99.5% or better
Up to 3.6 hours
Nil
99.0% to 99.49%
3.6 to 7.3 hours
5% of the monthly fee
97.0% to 98.99%
7.3 to 21.9 hours
10% of the monthly fee
Below 97.0%
Over 21.9 hours
20% of the monthly fee
5.2
Claiming a credit
The Customer claims a credit within 30 days of the end of the month, and the Licensor applies it to the next invoice. Credits are the Customer’s only remedy for downtime, unless availability is below 97 per cent in two consecutive months, which is a breach the Customer may end this agreement for.
6. The Customer’s data
6.1
Who owns it
Patient and practice records entered into the software belong to the Customer. The Licensor holds them to provide the service, uses them for no other purpose, and does not use them to train a model.
6.2
How it is protected
Data is encrypted in transit and at rest, access by Licensor staff is role based, logged and limited to support work, and backups are taken daily and tested quarterly. The Licensor tells the Customer within 24 hours of becoming aware of any unauthorised access to its data.
6.3
Export and deletion
The Customer may export its data at any time in CSV and PDF form from the application. Within 30 days of the end of this agreement the Licensor provides one final export and then deletes the data, with backups purged within 90 days, and confirms both in writing.
7. Warranty and liability
7.1
The warranty
The Licensor warrants that the software will perform materially as the published documentation describes. If it does not, the Licensor will fix it, and if it cannot fix it within 30 days the Customer may end the agreement and receive a refund of the fee for the unused part of the term.
7.2
What the software is not
The software supports clinical administration. It does not give clinical advice, it does not replace the judgement of a practitioner, and the Licensor does not warrant that it is free of every defect or that it will meet a requirement the Customer has not written into this agreement.
7.3
Liability cap
Neither party is liable for indirect or consequential loss. Each party’s total liability in any 12 month period is capped at the fees paid in that period, except for a breach of clause 6, an infringement claim, or loss caused deliberately or fraudulently.
8. Term, renewal and ending
8.1
Term and renewal
The initial term is 12 months from 1 February 2027 and renews for further 12 month terms unless either party gives 30 days written notice before the renewal date. There is no automatic multi year lock in.
8.2
Ending for cause
Either party may end this agreement on 30 days written notice if the other is in material breach and has not fixed it within that time, or immediately if the other becomes insolvent. The Customer pays for the part of the term already used and nothing more.
8.3
General
Neither party may assign this agreement without the other’s consent, except to a buyer of its business. The agreement is the whole arrangement about the software, may be changed only in writing, and is governed by the law of the place where the Customer practises.
For Cadence Clinical Systems Limited
Name
:
Position
:
Date
:
For Rosevale Family Practice
Name
:
Position
:
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Cover and summary
A panel cover, the parties, and a stats strip with seats, fee, term and uptime.
1. The licence
What is granted, what a seat is, and how a seat moves when someone leaves.
2. What the Customer may not do
Six restrictions, from reverse engineering to running a bureau service for another practice.
3. Fees
The per seat rate, adding seats mid term, the capped renewal increase and late payment.
4. Support
Hours and channels, a four row severity table, and what support does not cover.
5. Availability
The uptime commitment, the service credit table and how a credit is claimed.
6. The Customer's data
Ownership, security measures, and the export and deletion timetable on exit.
7. Warranty and liability
The warranty and its refund remedy, what the software is not, and the liability cap.
8. Term, renewal and ending
Twelve month terms, 30 days notice, ending for cause, and assignment.

Clauses in this document

How to adapt this agreement

For on premises software, replace the hosted language with delivery, installation and a copy count, and add an audit right, because a licence you cannot measure is one you cannot enforce. For a free trial or a pilot, cut the credits and the liability cap down and add a fixed end date, since a pilot that rolls on without one becomes a licence nobody priced. For software touching regulated data, keep clause 6 and add a processing schedule naming the data, the sub-processors and the breach notice period, which is a separate document in most deals.

What makes this document work

A seat is defined tightly enough to be enforceable

One named individual with their own login, not a concurrent session, because the software records who performed each action and clinical records depend on that. A seat may be reassigned when someone leaves, but not rotated between shifts, which is the move that quietly turns 25 seats into 50 users.

Support targets separate a first response from a fix

Severity 1 is nobody can book, bill or see a record: one hour to a human reply, four hours to a workaround. The table then steps down to three business days for a question. Measuring to a human reply rather than an automated acknowledgement is what makes the number mean something.

Downtime has a price, and a limit on that price

The credit table converts 99.5, 99.0 and 97.0 per cent into hours and into 5, 10 and 20 per cent of the monthly fee. Credits are the only remedy for downtime, except below 97 per cent in two consecutive months, which becomes a termination right rather than a discount.

Questions people ask

What should a software licence agreement include?

What is licensed and to how many users, what a user is, the restrictions, the fee and how it changes at renewal, support hours and response targets, an availability commitment, who owns the customer data and how it comes back, warranties and their remedy, a liability cap, and how each side ends the agreement.

What is the difference between named and concurrent users?

A named user licence gives one individual their own login, so 25 seats means 25 people. A concurrent licence limits how many people are signed in at once, so a larger team can share a smaller number. This agreement uses named seats because clinical records need to show who did what.

What does a 99.5 per cent uptime commitment mean in practice?

About 3.6 hours of unplanned downtime a month. Below that the vendor pays a credit of 5 per cent of the monthly fee, rising to 20 per cent below 97 per cent. Scheduled maintenance notified five days ahead does not count, and here it is capped at four hours a month on Sunday nights.

Who owns the data in a hosted software agreement?

The customer, and this agreement says so plainly. The vendor holds the records to provide the service, uses them for no other purpose, and does not use them to train a model. On exit it provides one final export in CSV and PDF, deletes the live data within 30 days and purges backups within 90.

Can the vendor raise the price at renewal?

Only with 60 days notice before the renewal date, and any increase is capped at 5 per cent of the current price. A larger increase gives the customer the right to end the agreement on the renewal date, which is what stops a cap from being a formality.

What happens if an invoice is late?

Interest of 1 per cent a month may be charged after 30 days. Access can be suspended only after 14 days written notice, and even then the vendor does not cut off the records needed for patient care during that notice period, which is the part a clinical customer should insist on.

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