This licence is dated [v1 8 August 2019]

PARTIES

(1)[FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS](RoomAgree Ltd)

(2)[FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS](Client)

BACKGROUND

(A)RoomAgree Ltd is the entire legal and beneficial owner and licensor of certain software products listed in Schedule 1 and is willing to license the Client to use these products.

AGREED TERMS

1.INTERPRETATION

1.1The definitions and rules of interpretation in this clause apply in this licence.

Acceptance Date:  the date on which the Client is deemed to have accepted the Software under Clause 2.7.

Affiliate: includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party.

Control:  a business entity shall be deemed to “control” another business entity if it owns, directly or indirectly, in excess of [50]% of the outstanding voting securities or capital stock of such business entity, or any other comparable equity or ownership interest with respect to a business entity other than a corporation OR as defined in section 1124 of the Corporation Tax Act 2010.

Escrow:  the deposit with, and retention by the Escrow Agent of, the Source Code Materials.

Escrow Agent:  [The NCC Group OR [NAME OF OTHER ESCROW AGENT]].

Escrow Agreement:  an escrow agreement in the form attached to this licence as [Annex C] which is to be entered into by the parties and the Escrow Agent under Clause 6.

Fee:  the licence fee payable by the Client to RoomAgree Ltd under Clause 5.

Intellectual Property Rights:  patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Maintenance Agreement:  the form of maintenance agreement for the Software as attached to this licence as [Annex B].

Maintenance Release:  release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.

Mandatory Policies:  the Client’s OR RoomAgree Ltd’s business policies listed in Schedule 3, as amended by notification to RoomAgree Ltd OR Client from time to time.

New Version:  any new version of the Software which from time to time is publicly marketed and offered for purchase by RoomAgree Ltd in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

Open-Source Software:  open-source software as defined by the Open Source Initiative (http://opensource.org) or the Free Software Foundation (http://www.fsf.org).

Site:  the premises from which the Client carries out its business as notified to RoomAgree Ltd in writing from time to time.

Software:  the computer programs listed in Schedule 1 and any Maintenance Release which is acquired by the Client during the subsistence of this licence.

Source Code Materials:  the source code of the Software, and all technical information and documentation required to enable the Client to modify and operate it.

Specification:  the document detailing the specification of the Software which forms Annex A.

Third-Party Additional Terms:  the additional terms and conditions set out in Annex D relating to Third-Party Software.

Third-Party Software:  the third-party software identified in Annex D.

1.2Holding company and subsidiary mean a “holding company” and “subsidiary” as defined in section 1159 of the Companies Act 2006 [and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) its nominee]. In the case of a limited liability partnership which is a subsidiary of a company or another limited liability partnership, section 1159 of the Companies Act 2006 shall be amended so that: (a) references in subsections 1159(1)(a) and (c) to voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members of the limited liability partnership; and (b) the reference in section 1159(1)(b) to the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights.

1.3Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.4Unless the context otherwise requires:

(a)words in the singular shall include the plural and in the plural shall include the singular;

(b)A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

(c)a reference to one gender shall include a reference to the other genders; and

(d)any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.5In the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in the schedules or appendices, the provision in the body of this licence shall take precedence.

1.6If the Software is provided to a Client in any country listed in Schedule 2, then that schedule shall also apply. Despite Clause 1.5, in the case of conflict or ambiguity between any provision contained in the body of this licence and any provision contained in that schedule, the provision contained in the schedule shall prevail, but only in respect of the Client’s use of the Software in that country.

1.7A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.8References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.9The Schedules and Annexes form part of this licence and shall have effect as if set out in full in the body of this licence. Any reference to this licence includes the Schedules and Annexes.

2.[DELIVERY, ACCEPTANCE AND INSTALLATION

2.2Within 24 hours of connection, the Client shall supply data (Test Data) to RoomAgree Ltd suitable to test whether the Software operates in accordance with the Specification (Acceptance Testing) together with the results (Test Results) it reasonably expects to be achieved by processing the Test Data using the Software.

2.3If RoomAgree Ltd can show the Client that the Test Data or Test Results are not suitable for Acceptance Testing, the Client shall make such amendments to the Test Data and Test Results as RoomAgree Ltd may reasonably request and provide the amended versions to RoomAgree Ltd within seven days of the request.

2.4Within seven days of receipt of suitable Test Data and Test Results, RoomAgree Ltd shall carry out Acceptance Testing in the presence of the Client or its Authorised Agent.

2.7The Client shall be deemed to have accepted the Software if:

(a)the Acceptance Testing is certified by RoomAgree Ltd to be successful;

(b)the Client fails to provide the Test Data and Test Results within either of the time limits set out in Clause 2.3 and Clause 2.4 (as to which time shall be of the essence); or

(c)the Client commences operational use of the Software.

3.LICENCE

3.1In consideration of the Fee paid by the Client to RoomAgree Ltd, receipt of which RoomAgree Ltd hereby acknowledges, RoomAgree Ltd grants to the Client a non-exclusive licence for the full period of the copyright in the Software commencing on and including the Acceptance Date to use the Software [at the Site only].

3.2In relation to scope of use:

(a)for the purposes of Clause 3.1, use of the Software shall be restricted to use of the Software in object code form [in the manner specified in Schedule 1] for the purpose of processing the Client’s data for the normal business purposes of the Client (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee of the Client).

(b)For the purposes of Clause 3.1, “use of the Software” means loading the Software into temporary memory or permanent storage on the relevant computer, provided that installation on a network server for distribution to other computers is not “use” if the Software is licensed under this licence for use on each computer to which the Software is distributed.

(c)the Client may not use the Software other than as specified in Clause 3.1 and Clause 3.2(a) without the prior written consent of RoomAgree Ltd, and the Client acknowledges that additional fees may be payable on any change of use approved by RoomAgree Ltd.

(d)the Client may make [as many] backup copies of the Software [as may be necessary] for its lawful use. The Client shall record the number and location of all copies of the Software and take steps to prevent unauthorised copying.

(e)except as expressly stated in this Clause 3, the Client has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the Client, unless RoomAgree Ltd is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Client shall request RoomAgree Ltd to carry out such action or to provide such information [(and shall meet RoomAgree Ltd’s reasonable costs in providing that information)] before undertaking any such reduction.

(f)the Third-Party Software shall be deemed to be incorporated within the Software for the purposes of this licence (except where expressly provided to the contrary) and use of the Third-Party Software shall be subject to the Third-Party Additional Terms.

(g)the Client shall indemnify and hold RoomAgree Ltd harmless against any loss or damage which it may suffer or incur as a result of the Client’s breach of any Third-Party Additional Terms howsoever arising.

(h)RoomAgree Ltd may treat the Client’s breach of any Third-Party Additional Terms as a breach of this licence.

3.3The Client may not use any such information provided by RoomAgree Ltd or obtained by the Client during any such reduction permitted under Clause 3.2(e) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.

3.4The Client shall not:

(a)sub-license, assign or novate the benefit or burden of this licence in whole or in part;

(b)allow the Software to become the subject of any charge, lien or encumbrance; and

(c)deal in any other manner with any or all of its rights and obligations under this agreement,

without the prior written consent of RoomAgree Ltd, such consent not to be unreasonably withheld or delayed.

3.5RoomAgree Ltd may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Client.

3.6Each party confirms it is acting on its own behalf and not for the benefit of any other person.

3.7Notwithstanding Clause 7, a party assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the other party which is [reasonably] necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this Clause 3.7 shall be made until notice of the identity of the proposed assignee has been given to the other party.

3.8The Client shall:

(a)ensure that the number of persons using the Software does not exceed [NUMBER];

(b)ensure that the Software is installed on designated equipment only;

(c)keep a complete and accurate record of the Client’s copying and disclosure of the Software and its users, and produce such record to RoomAgree Ltd on request from time to time;

(d)notify RoomAgree Ltd as soon as it becomes aware of any unauthorized use of the Software by any person;

(e)pay, for broadening the scope of the licences granted under this licence to cover the unauthorized use, an amount equal to the fees which RoomAgree Ltd would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced [together with interest at the rate provided for in Clause 5.3, from such date to the date of payment].

3.9The Client shall permit RoomAgree Ltd to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the Client is complying with the terms of this licence, provided that RoomAgree Ltd provides reasonable advance notice to the Client of such inspections, which shall take place at reasonable times.

4.MAINTENANCE RELEASES

RoomAgree Ltd will provide the Client with all Maintenance Releases generally made available to its Clients. RoomAgree Ltd warrants that no Maintenance Release will adversely affect the then existing facilities or functions of the Software. The Client shall install all Maintenance Releases as soon as reasonably practicable after receipt.

7.CONFIDENTIALITY AND PUBLICITY

7.1Each party shall, during the term of this licence and thereafter, keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its Affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

7.2No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (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.

8.EXPORT [AND COMPLIANCE WITH POLICIES]

8.1Neither party shall export, directly or indirectly, any technical data acquired from the other party under this agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.

8.2Each party undertakes:

(a)contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

(b)if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.

8.3In performing its obligations under this agreement the [RoomAgree Ltd OR Client] shall comply with the Mandatory Policies.

9.RoomAgree Ltd’S WARRANTIES

9.2RoomAgree Ltd does not warrant that the use of the Software will be uninterrupted or error-free.

9.3The Client accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Client.

9.4The Client acknowledges that any Open-Source Software provided by RoomAgree Ltd is provided “as is” and expressly subject to the disclaimer in Clause 9.5.

9.5All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

10.LIMITS OF LIABILITY

10.1Except as expressly stated in Clause 10.2:

(a)RoomAgree Ltd shall not in any circumstances have any liability for any losses or damages which may be suffered by the Client (or any person claiming under or through the Client), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

(i)special damage even if RoomAgree Ltd was aware of the circumstances in which such special damage could arise;

(ii)loss of profits;

(iii)loss of anticipated savings;

(iv)loss of business opportunity;

(v)loss of goodwill;

(vi)loss or corruption of data,

provided that this Clause 10.1(a) shall not prevent claims for loss of or damage to the Client’s tangible property that fall within the terms of Clause 10.1(b) or any other claims for direct financial loss that are not excluded by any of categories (i) to (vi) inclusive of this Clause 10.1(a)];

(b)the total liability of RoomAgree Ltd, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the Fee; and

(c)the Client agrees that, in entering into this licence, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this licence or (if it did rely on any representations, whether written or oral, not expressly set out in this licence) that it shall have no remedy in respect of such representations and (in either case) RoomAgree Ltd shall have no liability in any circumstances otherwise than in accordance with the express terms of this licence.

10.2The exclusions in Clause 9.5 and Clause 10.1 shall apply to the fullest extent permissible at law, but RoomAgree Ltd does not exclude liability for:

(a)death or personal injury caused by the negligence of RoomAgree Ltd, its officers, employees, contractors or agents;

(b)fraud or fraudulent misrepresentation;

(c)breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d)any other liability which may not be excluded by law.

Note: Exclusions and non-exclusions

10.3All dates supplied by RoomAgree Ltd for the delivery of the Software [or the provision of Services] shall be treated as approximate only. RoomAgree Ltd shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

Note: RoomAgree Ltd’s delivery dates

10.4All references to “RoomAgree Ltd” in this Clause 10 shall, for the purposes of this clause and Clause 19 only, be treated as including all employees, subcontractors and RoomAgree Ltds of RoomAgree Ltd and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with Clause 19.

Note: Extended definition of RoomAgree Ltd

11.INTELLECTUAL PROPERTY RIGHTS

11.1The Client acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to RoomAgree Ltd [or the relevant third-party owners (as the case may be)], and the Client shall have no rights in or to the Software other than the right to use it in accordance with the terms of this licence.

11.2RoomAgree Ltd undertakes at its own expense to defend the Client or, at its option, settle any claim or action brought against the Client alleging that the possession or use of the Software (or any part thereof) in accordance with the terms of this licence infringes the UK Intellectual Property Rights of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against the Client as a result of or in connection with any such Claim. For the avoidance of doubt, Clause 11.2 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the Client other than in accordance with the terms of this licence, use of the Software in combination with any hardware or software not supplied or specified by RoomAgree Ltd if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.

Note: Intellectual property rights defence obligation

11.3If any third party makes a Claim, or notifies an intention to make a Claim against the Client, RoomAgree Ltd’s obligations under Clause 11.2 are conditional on the Client:

(a)as soon as reasonably practicable, giving written notice of the Claim to RoomAgree Ltd, specifying the nature of the Claim in reasonable detail;

(b)not making any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of RoomAgree Ltd (such consent not to be unreasonably conditioned, withheld or delayed);

(c)giving RoomAgree Ltd and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Client, so as to enable RoomAgree Ltd and its professional advisers to examine them and to take copies (at RoomAgree Ltd’s expense) for the purpose of assessing the Claim; and

(d)subject to RoomAgree Ltd providing security to the Client to the Client’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as RoomAgree Ltd may reasonably request to avoid, dispute, compromise or defend the Claim.

11.4If any Claim is made, or in RoomAgree Ltd’s reasonable opinion is likely to be made, against the Client, RoomAgree Ltd may at its sole option and expense:

(a)procure for the Client the right to continue to use the Software (or any part thereof) in accordance with the terms of this licence;

(b)modify the Software so that it ceases to be infringing;

(c)replace the Software with non-infringing software; or

(d)terminate this licence immediately by notice in writing to the Client and refund any of the Fee paid by the Client as at the date of termination (less a reasonable sum in respect of the Client’s use of the Software to the date of termination) on return of the Software and all copies thereof,

provided that if RoomAgree Ltd modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in Clause 9.1 and the Client shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this licence been references to the date on which such modification or replacement was made.

Note: Defence obligation conditions

11.5Notwithstanding any other provision in this agreement, Clause 11.2 shall not apply to the extent that any claim or action referred to in that clause arises directly or indirectly through the possession or use of any Third-Party Software or through the breach of any Third-Party Additional Terms by the Client.

Note: Scope of defence obligation

11.6This Clause 11 constitutes the Client’s exclusive remedy and RoomAgree Ltd’s only liability in respect of Claims and, for the avoidance of doubt, is subject to Clause 10.1.

12.DURATION AND TERMINATION

12.1Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by disconnecting.

12.2Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.]

12.3Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12.4On termination for any reason:

(a)all rights granted to the Client under this licence shall cease;

(b)the Client shall cease all activities authorised by this licence;

(c)the Client shall immediately pay to RoomAgree Ltd any sums due to RoomAgree Ltd under this licence; and

(d)the Client shall immediately destroy or return to RoomAgree Ltd (at RoomAgree Ltd’s option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to RoomAgree Ltd that it has done so.

Note: Rights on termination

12.5Any provision of this agreement which expressly or by implication is intended to come into or continue in force on or after termination of this agreement [including Clause 1, Clause 7, Clause 8, Clause 9 (except Clause 9.1), Clause 10, Clause 12, and Schedules [RELEVANT SCHEDULE NUMBERS]] shall remain in full force and effect].

13.WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement 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.

15.ENTIRE AGREEMENT

15.1This licence, the schedules and the documents annexed as appendices to this licence and ANY OTHER NECESSARY DOCUMENTS OR REPRESENTATIONS or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

15.2Each party acknowledges that, in entering into this licence, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this licence or not) (Representation) other than as expressly set out in this licence.

15.3Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.

15.4Nothing in this clause shall limit or exclude any liability for fraud.

16.VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

17.SEVERANCE

17.1If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

17.2If any provision or part-provision of this agreement is deemed deleted under Clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

19.THIRD-PARTY RIGHTS

19.1A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.2It is agreed that it is intended to confer a benefit on RoomAgree Ltd and its Affiliates by making the exclusions and limitations of liability available to them in accordance with this licence, provided that the rights of such Affiliates under this licence shall only be enforceable by the Client on their behalf. RoomAgree Ltd will owe no duty to them to enforce such rights and it may conduct or compromise any relevant proceedings as it sees fit.

19.3Except as provided in Clause 19.1 and Clause 19.2, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

19.4The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.]

20.NO PARTNERSHIP OR AGENCY

20.1Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

20.2Each party confirms it is acting on its own behalf and not for the benefit of any other person.

21.FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances [the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for [NUMBER] [weeks ORmonths], the party not affected may terminate this agreement by giving [NUMBER] [days’] written notice to the affected party.

22.NOTICES

22.1Any notice given to a party under or in connection with this contract shall be in writing and shall be:

(a)delivered by hand or by pre-paid first-class post or other next working day delivery service at its principal place of business; or

(b)sent by email to main email address provided.

22.2Any notice shall be deemed to have been received:

(a)if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address];

(b)if sent by pre-paid first-class post or other next working day delivery service, at the time recorded by the delivery service on the second Business Day after posting.

(c)if sent by email, 24 hours after the delivery.

22.3This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

23.GOVERNING LAW AND JURISDICTION

23.1This agreement 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 the law of England and Wales.

23.2The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

23.3[Party 2] irrevocably appoints [NAME] of [ADDRESS AND FAX NUMBER] as its agent to receive on its behalf in England or Wales service of any proceedings under Clause 23.2. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by [Party 2]) and shall be valid until such time as [Party 1] has received prior written notice from [Party 2] that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, [Party 2] shall forthwith appoint a substitute acceptable to [Party 1] and deliver to [Party 1] the new agent’s name, address [and fax number] within England and Wales.

This licence has been entered into on the date stated at the beginning of it.

SCHEDULE 1

SOFTWARE

Note: Software

SCHEDULE 2

COUNTRY-SPECIFIC AMENDMENTS

Note: Mandatory Policies: list and attach?

SCHEDULE 1

[MANDATORY POLICIES

[LIST [AND ATTACH] THE MANDATORY POLICIES HERE]

The Mandatory Policies are:

  • [Modern Slavery and Human Trafficking Policy]
  • [Corporate and Social Responsibility Policy]
  • [Data and Privacy Policy]
  • [Ethics and Anti-Bribery Policy]
  • [Expenses Policy]

]

Signed by [NAME OF DIRECTOR] ……………….………….…….….
for and on behalf of [NAME OF RoomAgree Ltd] Director
Signed by [NAME OF DIRECTOR] ……………….………….…….….
for and on behalf of [NAME OF Client] Director

Note: Execution

ANNEX A

SPECIFICATION

Note: Specification

ANNEX B

MAINTENANCE AGREEMENT

Note: Maintenance agreement

ANNEX C

ESCROW AGREEMENT

Note: Escrow agreement

ANNEX D

THIRD-PARTY SOFTWARE AND THIRD-PARTY ADDITIONAL TERMS

Note: