Licence Agreement

The software as set out in the order form set out below (the “Order Form“) and any other associated physical media, manuals, documentation, printed materials and/or online documentation (the “Software“) is supplied under licence from TRICKLE DATA INSIGHTS LIMITED incorporated and registered in Scotland with company number SC567746 whose registered office is at 5 South Charlotte Street, 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN (hereinafter referred to as the “Licensor“) to the customer as set out in the Order Form (hereinafter referred to as the “Company“). The Company’s use of the Software is subject to its acceptance of the terms and conditions of this licence (“Licence”).

The Company will demonstrate its acceptance of this Licence on the earlier of the date on which it: a) signs the Order Form; or b) commences using the Software regardless of whether the relevant Order Form is signed; or c) pay the Licence Fee (or part thereof) regardless of whether the relevant Order Form is signed.

Order form

Company Name
Contact Name
Contact Job Title
Contact Email
Subscription Period Start Date
Subscription Period End Date
Subscription Fee
Licenced Number of User Subscriptions

In witness whereof the parties hereto have executed this Agreement on the date written below

Signed __________________________ Signed __________________________
Authorised Signatory Authorised Signatory

Name ___________________________ Name ___________________________

Title ____________________________ Title ____________________________

Date ____________________________ Date ____________________________

For and on behalf of For and on behalf of
TRICKLE DATA INSIGHTS LIMITED COMPANY

TERMS AND CONDITIONS

Grant and scope of Licence
1. Subject to the terms and conditions of this Licence (including without limitation, the restrictions in Clauses 1.2, 1.3, 1.4, 1.5 and 7), the Licensor hereby grants a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Company, its employees, agents and independent contractors authorised to use the Software (the “Authorised Users“) during the Term (as defined below at Clause 12) solely for the Company’s internal business operations.
2. In relation to the Authorised Users, the Company undertakes that:
  1. the number of Authorised Users that access and use the Software shall not exceed the maximum number of users set out in the Order Form;
  2. each Authorised User shall keep a secure password for his or her use of the Software, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep his or her password confidential;
  3. it shall maintain a written, up to date list of current Authorised Users and provide such list to the Licensor within five (5) Business Days of the Licensor’s written request at any time or times;
  4. it shall permit the Licensor to audit the Software in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Licensor’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Company’s normal conduct of business;
  5. if any of the audits referred to in Clause 1.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Licensor’s other rights, it shall promptly disable such passwords and the Licensor shall not issue any new passwords to any such individual; and
  6. if any of the audits referred to in Clause 1.2(d) reveal that the Company has underpaid Licence Fees (as set out in the Order Form) to the Licensor, then without prejudice to the Licensor’s other rights, the Company shall pay to the Licensor an amount equal to such underpayment within ten (10) Business Days of the date of the relevant audit.
3. The Company shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Software that:
  1. 1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. is otherwise illegal or causes damage or injury to any person or property;
  and the Licensor reserves the right, without liability or prejudice to its other rights, to disable the Company’s access to any material that breaches the provisions of this clause.
4. The Company shall not:
  1. except as may be allowed by any applicable law which is incapable of exclusion by Licence between the parties and except to the extent expressly permitted under this Licence:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, redistribute, disseminate, or store all or any portion of the Software in any form or media or by any means; or
    2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. access all or any part of the Software in order to build a product or service which competes with the Software; or
  3. use the Software to provide software to third parties; or
  4. subject to Clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the Authorised Users; or
  5. attempt to obtain, or assist third parties in obtaining, access to the Software, other than as provided under this Clause 1.
5. The Company shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, promptly notify the Licensor.
6. The rights provided under this Clause 1 are granted to the Company only, and shall not be considered granted to any subsidiary or holding company of the Company.
Additional User Subscriptions
1. Subject to Clause 2.2 and Clause 2.3(b), the Company may, from time to time during the Term, purchase additional User Subscriptions in excess of the number set out in the Order Form and the Licensor shall grant access to the Software to such additional Authorised Users in accordance with the provisions of this Licence.
2. If the Company wishes to purchase additional User Subscriptions, it shall notify the Licensor in writing. The Licensor shall evaluate such request for additional User Subscriptions and respond to the Company with approval or rejection of the request.
3. Where the Licensor approves the request:
  1. the Licensor shall activate the additional User Subscriptions within seven (7) days of its approval; and
  2. the Company shall, within 30 days of the date of the Licensor’s invoice, pay to the Licensor the relevant fees for such additional User Subscriptions as set out in the Order Form and, if such additional User Subscriptions are purchased by the Company part way through the Initial Term or any Renewal Term (as applicable), such fees shall be pro-rated from the date of activation by the Licensor for the remainder of the Initial Term or then current Renewal Term (as applicable).
Company Data
1. The Company shall own all right, title and interest in and to all of the data inputted by it, its Authorised Users or the Licensor on its behalf for the purpose of using the Software or facilitating the use of the Software (“Company Data“). The Company shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Company Data.
2. The Company acknowledges that the Licensor may collect, store, process and use Company Data and data regarding the Company’s and its Authorised Users’ use of the Software (including, without limitation, aggregating such information and data with those from its other clients, business partners and other companies) solely for the purposes of: (a) performing its obligations hereunder; (b) improving and enhancing the Software (including, without limitation, developing new features, functionalities and products, conducting market research and industry trends, and creating and distributing benchmarks, algorithms and models) provided always that in all cases the Licensor shall not disclose to anyone other than the Company or its Authorised Users any Company Data that is specifically attributable to the same unless in an anonymised and aggregated format
  whereby the individual sources thereof cannot be identified or attributed in any manner.
3. Both parties will comply with all applicable laws relating to: (i) the Data Protection Act 2018; (ii) the General Data Protection Regulation ((EU) 2016/679) (including any national implementing laws, regulations and secondary legislation); and (iii) any successor legislation (together “Data Protection Law“).
4. For the purposes of this Clause 3, the terms (“Controller“), (“Processor“), (“Personal Data“), (“Processing“), (“Data Subject“), and (“Personal Data Breach“) shall have the meanings ascribed to them under Data Protection Law and (“Protective Measures“) shall mean all appropriate technical and organisational measures to ensure an appropriate level of security and to prevent a Personal Data Breach, which shall be compliant with appropriate Data Protection Law.
5. The Parties acknowledge that for the purposes of this Licence and the Licensor’s Processing of the Personal Data in connection with the provision of the Software and complying with the terms of this Licence, the Company is the Controller and the Licensor is the Processor. The scope, nature and purpose of Processing by the Licensor, the duration of the Processing and the types of Personal Data and categories of Data Subject are set out below:
  1. Scope – the scope of the Processing of Personal Data is set out in the Licence.
  2. Nature – the nature of the Processing of Personal Data is set out in the Licence.
  3. Purpose of processing – to make Software available, to communicate with the Company, to take payment, to follow up on late payment, to manage and perform the Licensor’s obligations under this Licence and to exercise its rights under this Licence to improve the Software and/or the services provided under this Agreement and to personalise the services provided. Duration of the processing – for the duration of this Agreement (subject always to Clause 3.2 and the right to retain anonymised and aggregate data which shall survive this agreement.
  4. Types of consumer data – customer name, contact details, telephone number, email address, bank account details (of customer only), job title, employee number.
  5. Categories of data subject – customer and customer employees and consultants.
6. Without prejudice to the generality of Clause 3.3, the Licensor shall, in relation to any Personal Data processed in connection with the performance of its obligations under this Licence:
  1. process that Personal Data only for the purposes of performing its obligations under this Licence and on the documented instructions of the Company (and for the avoidance of doubt such documented instructions shall include the Licensor’s obligations as provided by this Licence) unless the Licensor is required by applicable law to process the Personal Data, in which case the Licensor shall promptly notify the Company of this before performing the Processing required by the applicable law, unless such applicable laws prohibits the Licensor from so notifying the Company;
  2. notify the Company if, in the Licensor’s opinion, the Licensor’s compliance with the Company’s instructions in respect of the processing of Personal Data would breach Data Protection Law, in which case the Licensor shall be entitled without penalty to suspend execution of the instructions concerned, until the Company confirms in writing that such instructions are to be followed. The Licensor shall not have any liability of any nature whatsoever which arises as a result of compliance with the Company’s instructions;
  3. ensure that it has in place and maintains Protective Measures regarding the security of the Personal Data, including without limitation protection against unauthorised disclosure of or access to, and protection against accidental or unlawful destruction of, loss of or alteration to, Personal Data transmitted, stored or otherwise processed;
  4. ensure that all staff of the Licensor who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; The Company hereby authorises the Licensor to continue to use third parties already engaged to carry out Processing of the Personal Data (“Sub-Processors“), provided that:
  5. not transfer any Personal Data outside of the EEA unless the prior written consent of the Company has been obtained and the Licensor complies with its obligations under Data Protection Law by providing an adequate level of protection to any Personal Data that is transferred;
  6. assist the Company, at the Company’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under Data Protection Law with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  7. notify the Company without undue delay on becoming aware of a Personal Data Breach;
  8. at the written direction of the Company, delete or return Personal Data and copies thereof to the Company on termination of this Licence unless required by applicable law to store the Personal Data; and
  9. maintain complete and accurate records and information to demonstrate its compliance with this Clause 3 and allow for reasonable audits by the Company to assess the Licensor’s compliance with this Clause 3 and the Data Protection Law, subject to (i) prior entry into written confidentiality provisions concerning the audit; (ii) a maximum of one (1) audit in each consecutive twelve (12) month period; and (iii) the Company giving the Licensor at least 5 Business Days’ notice of such audit.
7. The Company hereby authorises the Licensor to continue to use third parties already engaged to carry out Processing of the Personal Data (“Sub-Processors“), provided that:
  1. the Licensor shall provide the name of all Sub Processors to the Company on request;
  2. the Licensor shall enter into a written Licence with each Sub-Processor that imposes obligations on that Sub-Processor which are equivalent to, and no less onerous than, those applicable to the Licensor as set out in Clause 3.6; and
  3. the Licensor shall not be relieved of any of its obligations under Clause 3.6 by engaging Sub-Processors.
8. The Licensor shall give the Company prior written notice of any intended changes concerning the addition or replacement of Sub-Processors thereby giving the Company the opportunity to object to such changes. If within 30 days of receipt of that notice the Company notifies the Licensor in writing of any objections (on reasonable grounds) to the proposed appointment the Licensor shall, without liability, be entitled to withhold the performance of any obligation under the Licence that was to be performed by such Sub-Processor unless and until the Licensor appoints an alternative Sub-Processor which is acceptable to the Company acting reasonably.
9. The parties acknowledge that the Licensor will not use the Personal Data other than as required to perform the Licence, provide the Software and/or take payment from the Company. Without prejudice to the foregoing, the Licensor may use and / or share the Personal Data if it is anonymised and / or aggregated to consider and understand how the Software is used. In those circumstances however, the data will no longer be Personal Data.
Charges and Payment
1. The Company shall pay the Licence Fees (as set out in the Order Form) to the Licensor for the Software in accordance with this Clause 4 and the payment terms set out in the Order Form. Any and all invoices shall be payable within thirty (30) days of the date of the relevant invoice. Notwithstanding the foregoing, the Licence Fees shall be payable by the Company annually in advance. The first payment shall be made on the Commencement Date, and thereafter subsequent payments shall be due on each anniversary of the Commencement Date thereafter during the Term. The “Commencement Date” shall be the day following the expiration of the Trial Period as specified in the Trial Licence Agreement or in the event of a subsequent renewal, shall be the day following the anniversary date of the preceding annual period.
2. If the Licensor has not received payment on the due date, and without prejudice to any other rights and remedies of the Licensor:
  1. the Licensor may, without liability to the Company, disable the Company’s and its Authorised Users’ passwords, accounts and access to all or part of the Software and the Licensor shall be under no obligation to provide any or all of the Software while the invoice(s) concerned remain unpaid; and
  2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Barclays bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
3. All amounts and fees stated or referred to in this Licence:
  1. shall be payable in pounds sterling;
  2. are non-cancellable and non-refundable;
  3. are exclusive of value added tax, which shall be added to the Licensor’s invoice(s) at the appropriate rate.
4. The Licensor may, by giving three (3) months’ written notice prior to the commencement of each Renewal Term, vary the Licence Fee, its standard price and the basis on which they are calculated.
Third party providers
The Company acknowledges that the Software may enable or assist the Company to access the website content of, correspond with, and purchase products and software from, third parties via third-party websites and that the Company does so solely at its own risk. The Licensor makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Company, with any such third party. Any
contract entered into and any transaction completed via any third-party website is between the Company and the relevant third party, and not the Licensor. The Licensor recommends that the Company refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. The Licensor does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Software.
Licensor’s obligations
1. The Licensor shall, during the Term, make available the Software to the Company on and subject to the terms of this Licence.
2. The Licensor shall use commercially reasonable endeavours to make the Software available in accordance with the service availability targets set out at Part 1 of the Schedule (the “Service Availability Targets“). To avoid any doubt such Service Availability Targets shall expressly exclude:
  1. planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
  2. unscheduled maintenance performed outside normal business hours, provided that the Licensor has used reasonable endeavours to give the Company at least 4 hours’ notice in advance; and
  3. unscheduled maintenance performed outside normal business hours, provided that the Licensor has used reasonable endeavours to give the Company at least 4 hours’ notice in advance;
  In the event that the Licensor fails to meet the Service Availability Targets, the Company’s sole and exclusive remedy shall be the Service Credits set out in Part 1 of the Schedule and the parties acknowledge that the
  Service Credits represent a genuine pre-estimate of loss suffered and is not a penalty.
3. The Licensor:
  1. does not warrant that use of the Software will be uninterrupted or error-free; and
  2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Company acknowledges that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. The Company acknowledges that the Software has not been developed to meet the Company’s individual requirements and that it is therefore the Company’s responsibility to ensure that the facilities and functions of the Software as described in the Order Form meet the Company’s requirements.
5. The Company acknowledges that the Software may not be free of bugs or errors and agrees that the existence of any minor errors shall not constitute a breach of this Licence.
6. This Licence shall not prevent the Licensor from entering into similar licences with third parties, or from independently developing, using, selling or licensing documentation, products and/or software which are similar to those provided under this Licence.
Company obligations
1. The Company shall:
  1. provide the Licensor with all necessary co-operation and access in relation to this Licence;
  2. comply with all applicable laws and regulations with respect to the Company’s activities under this Licence;
  3. carry out all responsibilities set out in this Licence in a timely and efficient manner;
  4. ensure that the Authorised Users use the Software in accordance with the terms and conditions of this Licence and shall be responsible for any Authorised User’s breach of this Licence;
  5. obtain and shall maintain all necessary licences, consents, and permissions;
  6. ensure that the Company’s network and systems comply with the relevant specifications provided by the Licensor from time to time; and
  7. be solely responsible for procuring and maintaining network connections and telecommunications links from its systems to the Licensor’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the network connections or telecommunications links or caused by the internet.
Proprietary rights
1. The Company acknowledges and agrees that the Licensor and/or its licensors own all Intellectual Property Rights (as defined below at Clause 8.5(a) below) in the Software. Except as expressly stated herein, this Licence does not grant the Company any Intellectual Property Rights in respect of the Software.
2. The Licensor confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Licence.
3. The Company acknowledges that reference in any element of the Software to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by the Company as free for general use, outside the scope of the use of the Software authorised by this Licence.
4. If any IPR Claim (as defined below at Clause 8.5(a) below) is made, or in the Licensor’s reasonable opinion is likely to be made, against the Company, the Licensor may at its sole option and expense:
  1. procure for the Company the right to continue using the Software (wholly or in part) in accordance with this Licence;
  2. modify the Software as relevant (wholly or in part) so that it ceases to be infringing;
  3. replace the Software (wholly or in part) with non-infringing items; or
  4. terminate this Licence immediately by notice in writing to the Company and refund any Licence Fees (as set out in the Order Form) for the relevant period paid by the Company as at the date of termination (less a reasonable sum in respect of the Company’s use of the Software to the date of termination).
5. The following definitions shall apply to this Clause 8:
  1. An “IPR Claim” shall mean any claim or action that the provision, receipt or use of the Software infringes any Intellectual Property Rights of a third party; and
  2. “Intellectual Property Rights” shall mean all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semi-conductor topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
6. This Clause 8 constitutes the Company’s sole and exclusive remedy and the Licensor’s only liability in respect of IPR Claims and, for the avoidance of doubt, is subject to Clause 11.
7. The Company acknowledges that the Licensor shall have the right to disclose the Company’s identity to any third party who claims that any material posted or uploaded by it to the Software infringes their Intellectual Property Rights.
8. The Licensor will not be responsible or liable to any third party for the content or accuracy of any materials posted by the Company or any other user on the Software.
9. The Licensor reserves the right to remove any material posted by the Company or any Authorised User if, in the Licensor’s opinion, such material does not comply with the terms set out in this Licence.
Records
1. 1. The Company shall keep the Records during the Term and for a period of three (3) years after its expiry or termination and shall ensure that the Records are sufficient to enable the Licensor to verify the Company’s compliance with its obligations under this Licence (including those set out under Clause 1).
  2. The Company shall permit the Licensor and its third-party representatives at any time, on reasonable notice during Normal Business Hours (but without notice in case of any reasonably suspected breach of this Licence) to:
    1. gain (physical and remote electronic) access to, and take copies of, the Records and any other information held at the Company’s premises or on its system; and
    2. inspect all Records and systems relating to the use of the Software for the purpose of auditing the Company’s compliance with its obligations under this Licence including those set out under Clause 1. Such audit rights shall continue for three (3) years after termination of this Licence. The Company shall give all necessary assistance to the conduct of such audits during the term of this Licence and for a period of three (3) years after termination of this Licence.
“Normal Business Hours” shall mean 9.00 am to 5.30 pm GMT on a business day; “Records” shall mean detailed, accurate and up-to-date records demonstrating the steps that the Company has taken to comply with the provisions of Clause 1 in the previous three (3) years (including without limitation training records, internal notifications to staff and IT manuals and policies);
Confidentiality
1. Each party may be given access to information that is proprietary or confidential or is clearly labelled as such (“Confidential Information“) from the other party in order to perform its obligations under this Licence. A party’s Confidential Information shall not be deemed to include information that:
  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party’s lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
  4. is independently developed by the receiving party, which independent development can be shown by written evidence.
2. Subject to Clause 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Licence.
3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Licence.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
5. The Company acknowledges that details of the Software, and the results of any performance tests of the Software, constitute the Licensor’s Confidential Information.
6. No party shall make, or permit any person to make, any public announcement concerning this Licence without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
7. The above provisions of this Clause 10 shall survive termination of this Licence, however arising.
Licensor’s liability
1. Nothing in this Licence shall exclude or in any way limit the Licensor’s liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
2. Subject to clause 11.1, the Licensor shall not be liable under or in connection with this Licence or any collateral contract for:
  1. loss of income;
  2. loss of business profits or contracts;
  3. business interruption;
  4. loss of the use of money or anticipated savings;
  5. loss of information;
  6. loss of opportunity, goodwill or reputation;
  7. wasted management or other staff time;
  8. cost of substitute goods, services or technology;
  9. loff of, damage to or corruption of data; or
  10. any indirect or consequential loss or damage of any kind howsoever arising and whether caused by or tort (including negligence), breach or contract or otherwise;
3. Subject to Clauses 11.1 and 11.2, the Licensor’s maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, delict, tort (including negligence) or otherwise, shall be limited to the Licence Fees (as set out in the Order Form) paid to the Licensor in the twelve (12) months preceding the claim.
4. Subject to Clauses 11.1, 11.2 and 11.3, the Licensor’s liability for infringement of third party Intellectual Property Rights shall be limited to breaches of rights subsisting in the UK.
5. This Licence sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Licence. Any clause, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
Term and termination
1. This Licence shall commence on the Commencement Date (as defined at Clause 4.1) and shall remain in force for an initial term of twelve (12) months (“Initial Term“), unless terminated earlier in accordance with Clause 12.2. The Term shall automatically renew and continue for further periods of twelve (12) months (each a “Renewal Term“) at the end of the Initial Term and each Renewal Term, unless a party gives written notice to the other party, not later than two (2) months before the end of the Initial Term or the relevant Renewal Term, to terminate this Licence. Together the Initial Term and each Renewal Term shall be the “Term“.
2. The Licensor may terminate this Licence immediately by written notice to the Company if:
  1. The Company or an Authorised User commits a material or persistent breach of this Licence which the Company fails to remedy (if remediable) within 14 days after the service on the Company of written notice requiring the Company to do so; or
  2. The Company becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of the Company’s assets, make any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debts, or becomes unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986).
3. Upon expiry or termination for any reason:
  1. all rights granted under this Licence shall cease;
  2. The Company must cease all activities authorised by this Licence and ensure that all Authorised Users so cease;
  3. The Company must immediately uninstall, delete or remove the Software from all computer equipment in its possession; and
  4. where the Software has been provided via physical media, destroy all physical media copies of the Software and certify to the Licensor that the Company has done so.
4. Termination of this Licence, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination. Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination of this Licence shall remain in full force and effect (including without limitation Clauses 4.2, 4.3, 6.3, 9, 10, 11, 12.3, 12.4, 12.5, and 13- 23(inclusive)).
5. On any termination of this Licence for any reason each party shall as soon as reasonably practicable return or destroy (as directed in writing by the other party) all data, information, software, and other materials provided to it by the other party in connection with this Licence including all materials containing or based on the other party’s Confidential Information, except for one copy that it may use for audit purposes only, and subject to the confidentiality obligations in Clause 10.
Force majeure
The Licensor shall have no liability to the Company under this Licence if it is prevented from or delayed in performing its obligations under this Licence, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Licensor or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, epidemics or pandemics (including COVID-19) compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of licensors or sub-contractors, provided that the Company is notified of such an event and its expected duration. In these circumstances the Licensor shall be entitled to a reasonable extension of the time for performing its obligations, provided that, if the period of delay or non-performance continues for thirty (30) days, the Licensor may terminate this Licence by giving the Company fourteen (14) days’ written notice.
Conflict
If there is an inconsistency between any of the provisions in the main body of this Licence and the Order Form, the provisions in the main body of this Licence shall prevail.
Variation
No variation of this Licence shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver
No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this Licence, the rights and remedies provided under this Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
1. If any provision (or part of a provision) of this Licence is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire Licence
1. This Licence constitutes the entire Licence between the parties and supersedes and extinguishes all previous licences, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Both parties agree that in the event a trial licence is entered into by the parties in relation to the Software prior to this Licence Agreement, the trial licence is terminated with effect from the Commencement Date of this Agreement. The termination of the trial licence shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
Assignment
1. The Company shall not, without the prior written consent of the Licensor, assign, transfer, novate, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Licence.
2. The Licensor may at any time assign, transfer, novate, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Licence.
No partnership or agency
Nothing in this Licence is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, without limitation, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Notices
1. Any notice required to be given under this Licence shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Licence, or such other address as may have been notified by that party for such purposes.
2. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
Governing law
This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Scots law.
Jurisdiction
Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claim.

This is the Schedule attached to and incorporated in the foregoing Licence Agreement between the Licensor and the Company.

Schedule
Part 1
Service Availability Targets

Availability during calendar month	Service Credit as a percentage or monthly Subscription Fee
Greater than 99.50%	0%
Between 99.49% and 98.50%	2%
Between 98.49% and 97.50%	4%
Between 97.49% and 96.50%	8%
Less than 96.50%	16%