BCT Software Solutions Ltd, a software development company submitted quotations to Arnold Laver & Co Ltd concerning a contract to purchase software. The quotations made reference to the developer’s new and revised standard terms and conditions which were inconsistent with the terms expressly agreed by the parties. The terms expressly agreed treated the grant of the software licence and ongoing maintenance as two separate issues and failure to continue to take and pay for support would not bring the licence to an end. The new standard terms and conditions made the licence to use the software conditional upon the client continuing to pay for support services. The software developer went into receivership and the claimant acquired the intellectual property rights of the software developer and the client informed the claimant it no longer wanted support. The claimant sought damages for the continued use of the software by the client. Discuss the likely position of the court in this case with reference to inconsistent terms of a contract.
BCT Software Solutions Ltd, a software development company submitted quotations to Arnold Laver & Co Ltd concerning a contract to purchase software. The quotations made reference to the developer’s new and revised standard terms and conditions which were inconsistent with the terms expressly agreed by the parties. The terms expressly agreed treated the grant of the software licence and ongoing maintenance as two separate issues and failure to continue to take and pay for support would not bring the licence to an end. The new standard terms and conditions made the licence to use the software conditional upon the client continuing to pay for support services. The software developer went into receivership and the claimant acquired the intellectual property rights of the software developer and the client informed the claimant it no longer wanted support. The claimant sought damages for the continued use of the software by the client. Discuss the likely position of the court in this case with reference to inconsistent terms of a contract.
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