Date:

Parties:

1.    ‘The Licensor’: International Facilities and Property Information Limited (“THE LICENSOR”)whose registered office is at Kings House, 32-40 Widmore Road, Bromley, Kent, BR1 1RY, United Kingdom.

2.    'The Licensee': The person/company/corporation making the application for this licence via the EstatesMaster web-site

Recital

The Licensor hereby grants the Licensee a non-exclusive, non transferable licence to use the Products listed in the Schedule annexed hereto (“the Schedule”) subject to (a) the use of agreed database(s), (b) the terms of this licence and (c) The Licensor‘s Standard Terms and Conditions of Business.

1.   Definitions

In this agreement unless the context otherwise requires:

"Designated

Equipment"          means the minimum equipment specification as published from time to time by The Licensor or the equipment / machine identified in the Schedule

8.   Intellectual Property Rights Indemnity

8.1          The Licensor will indemnify and hold harmless the Licensee against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation of the Licensed Program Materials by the Licensee infringes the patent copyright registered design or trade mark rights of said third party (an “Intellectual Property Infringement”) provided that the Licensee:

8.1.1     gives notice to the Licensor of any Intellectual Property Infringement forthwith upon becoming aware of the same;

8.1.2     gives the Licensor sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Licensor; and

8.1.3     acts in accordance with the reasonable instructions of the Licensor and gives to the Licensor such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court processes and the provision of all relevant documents.

8.2          The Licensor shall reimburse the Licensee its reasonable costs incurred in complying with the provisions of clause 8.1 above.

8.3          The Licensor shall have no liability to the Licensee in respect of an Intellectual Property Infringement if the same results from any breach of the Licensee’s obligations under this licence or other agreement between the Licensor and the Licensee to which the Licensor’s Standard Terms and Conditions of Business apply.

8.4          In the event of an Intellectual Property Infringement the Licensor shall be entitled at its own expense and option either to:

8.4.1     procure the right for the Licensee to continue using the Licensed Program Materials; or

8.4.2     make such alterations modifications or adjustments to the Licensed Program Materials so that they become non-infringing without incurring a material diminution in performance or function; or

8.4.3     replace the Licensed Program Materials with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function.

9.   Agreement between the Parties

9.1          The Licensor shall not be liable to the Licensee for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this agreement other than those representations agreements statements and undertakings confirmed by a duly authorised representative of the Licensor in writing or expressly incorporated or referred to in this agreement or the Licensor’s Standard Terms and Conditions of Business.

9.2          The Licensee accepts that the Licensed Program Materials are not designed and produced to its individual requirements and that it was responsible for their selection.

9.3          This agreement together with any other agreement entered into between the Licensor and the Licensee shall form the entire agreement between the parties and no addition to or modification of these shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.

10    Licensee’s Representatives

The Licensee shall communicate to the Licensor the identity of the persons or the department within its undertaking who shall act as the sole contact point and channel of communication for the provision by the Licensor of the Products, Services or Hardware. The Licensee shall forthwith inform the Licensor of any change in the identity of any such persons or department.

The Licensee will also communicate to the Licensor the names and e-mail addresses of the 3 (three) nominated users of the program who will thereupon be allocate personal User Names and Passwords to enable them to enter into and operate the program. Save for these nominated users (all of whom must be directly employed by the Licensee) no other party is permitted to enter into and/operate the site without the express written permission of the Licensor.

Neither the Licensee nor its nominated users shall divulge the User Names and Passwords to any other person whether or not employed by the Licensee. The Licensor reserves the right to change the User Names and Passwords at any time.

This agreement may be terminated forthwith:

11.1.     by the Licensor if the Licensee fails to pay any sum due thereunder within 30 days of the due date therefor;

11.2.     by either party if the other commits any material breach of any term of any agreement between the parties and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a Notice being given to remedy the same;

11.3.     by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part 1 of the Insolvency Act 1986 or a proposal shall be made for a voluntary arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other or for the making of an administrative order (otherwise than for the purpose of an amalgamation or reconstruction).

The Termination of any agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder, other agreement between the parties, or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof or such other agreement which is expressly or by implication intended to come into or continue in force on or after such Termination.

12   Force Majeure

Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an “Event of Force Majeure”).

Each of the parties agree to give Notice forthwith to the other upon becoming aware of an Event of Force Majeure such Notice to contain details of the circumstances giving rise to the Event of Force Majeure.

If a default due to an Event of Force Majeure shall continue for more than 26 weeks then the party not in default shall be entitled to Terminate any agreement. Neither party shall have any liability to the other in respect of the Termination of any agreement as a result of an Event of Force Majeure.

13   Waiver

The waiver by the Licensor of a breach or default by the Licensee of any of these terms and conditions or of that contained in any other agreement between the parties shall not be construed as a waiver of any breach of the same or other terms and conditions nor shall any delay or omission on the part of the Licensor to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the Licensee.

14  Notices

Any notice, request, instruction or other document to be given hereunder shall be delivered or sent by first class post or by electronic mail or facsimile transmission (such electronic mail or facsimile transmission notice to be confirmed by letter posted within 12 hours to the address or to the e-mail/facsimile number of the other party set out in this agreement (or such other address or numbers as may have been notified hereunder) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery or (if sent by post) upon the expiration of 48 hours after posting.

Address:       Kings House 32-40 Widmore Road Bromley Kent UK BR1 1RY

e-mail:         info@int-fpi.com

Fax:            +44 (0)208 313 3363

Address:

      

Invalidity and Severability

If any provision of these Standard Terms and Conditions of Business or terms and conditions contained in any other agreement between the parties shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such term or condition shall not affect other terms and conditions and all such others not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable term or condition a valid or enforceable term or condition which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable term or condition.

16 Successors

These terms and conditions together with those contained in any other agreement between the parties shall be binding upon and endure for the benefit of the successors in title of the parties hereto.

17 Assignment and Sub-Licensing

The Licensee shall not be entitled to assign or otherwise transfer any agreement with the Licensor nor any of its rights or obligations thereunder nor sub-licence the use (in whole or in part) of any Products without the prior written consent of the Licensor

18 Headings

Headings to clauses in these Standard Terms and Conditions of Business or other agreement between the parties are for the purpose of information and identification only and shall not be construed as forming part thereof.

19   Limitation of Liability

19.1     The following provisions set out the Licensor’s entire liability (including any liability            for the acts and omissions of its employees agents and sub-contractors) to the                  Licensee in respect of:

19.1.1 any breach of its contractual obligations arising under this SoftwareLicence, or any other agreement entered into between the Licensor and  the Licensee; and

19.1.2 any representation statement or tortious act or omission including    negligence arising under or in connection with this Software Licence or any other agreement entered into between the Licensor and the Licensee

19.2  Any act or omissions on the part of the Licensor or its employees agents or subcontractors falling within clause 19.1 above shall for the purposes of this clause 19 be known as an “Event of Default”.

19.3       the Licensor’s liability to the Licensee for death or injury resulting from its own or that of its employees’ agents’ or sub-contractors’ negligence shall not be limited.

19.4       the Licensor shall not be liable to the Licensee for loss of data (including loss or damage suffered as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Licensor had been advised of the possibility of the Licensee incurring the same.

19.5       Subject to the provisions of clause 19.3 above the Licensor’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to the aggregate of the Licence Fee paid in the immediately preceding period of 12 months.

19.6       Subject to clause 19.3 above the the Licensor shall not be liable to the Licensee in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Licensee as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Licensor has been advised of the possibility of the Licensee incurring the same.

19.7       If a number of Events of Defaults give rise substantially to the same loss then they shall be regarded as giving rise to only one claim.

19.8       The Licensee hereby agrees to afford the Licensor not less than 30 days (following Notice thereof by the Licensee) in which to remedy any Event of Default hereunder.

19.9       Except in the case of an Event of Default arising under clause 19.3 above the Licensor shall have no liability to the Licensee in respect of any Event of Default unless the Licensee shall have served Notice of the same upon the Licensor within 3 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

19.10    Nothing in this clause shall confer any right or remedy upon the Licensee to which it would not otherwise be legally entitled.

20   Disputes

Any dispute which may arise between the parties shall be determined as follows:

20.1.     if the dispute shall be of a technical nature concerning Products , Services or Hardware provided or any similar or related matter then such dispute shall be referred for final settlement to an expert nominated jointly by the parties or, failing such nomination within 14 days of either party’s request to the other therefor, nominated at the request of either party by the President from time to time of the British Computer Society. Such expert shall be deemed to act as expert and not as arbitrator. His decision shall (in the absence of clerical or manifest error) be final and binding on the parties and his fees for so acting shall be borne by the parties in equal shares unless he determines that the conduct of either party is such that such party should bear all of such fees;

20.2.     in any other case the dispute shall be determined by the High Court of Justice in England.

 

English Law will govern all contractual agreements entered into by the Licensor and the Licensee hereby agrees to submit to the non-exclusive jurisdiction of the English courts.

21   The Service

 

The Licensee is responsible for providing the necessary documents and other materials and data which it wants to upload on to the Licensor’s site. The Licensee should note the restrictions on the use of the service in terms of the volume of information, materials and data which the Licensee is permitted to store and/or submit.

The Licensor reserve the right to refuse any information, materials and other content which do not meet the requirements of the service.

The Licensor  reserve the right to change the service at any time, provided that the modified service will not be of materially worse functionality than before.

The Licensor cannot guarantee that Licensor’s site will be accessible all the time or free from interruption or delay. However the Licensor will take reasonable steps to ensure this. In addition, The Licensor will take reasonable steps to ensure that the Licensor’s site is secure and the content’s integrity maintained and there are suitable back up procedures in place to protect the Licensee’s content. If, however, despite taking these reasonable steps data is lost or becomes corrupted, the Licensor will not be liable for any loss or damage to such content and materials. If any data or content is lost prior to being backed up, Licensee will need to re-input it.

The Licensor will provide assistance to the Licensee as requested via the Helptext function with regard to the interpretation of the contents of the program, meanings of terms used and other matters not directly concerned with the Licensee’s own input to the program and/or the output obtained.

The Licensor will assist the Licensee to overcome any difficulties of an administrative nature encountered in setting up and/or entering data into the program.

The Licensor is not under any obligation to discuss the operation of the program with the Licensee insofar as any query raised relates to the accuracy or reliability of the result obtained from the output, the calibration of the program from which it derives or the accuracy or validity of the Licensee’s input. If required the Licensor will assist the Licensee to procure technical and/or professional consultancy advice in connection with the results of any input and/or the validity of the data input from which a result is derived.

 

22   Hosting data content

 

The Licensor will host the content of data entered by Licensee on to the Licensor’s site

The Licensor reserve the right to remove data content without giving prior written notice to the Licensee in the following circumstances:

 

a)      the content of the upload is offensive , illegal or otherwise does not comply with these terms of use.

 

23   Uploading material to the Licensor’s site

 

Any material the Licensee uploads to the Licensor’s site will be considered confidential and proprietary, however the Licensor shall have the right to use any such material for the purposes of validating the calibration of the program or for any other purpose connected with improving the quality of the program. The Licensor does not have the right to disclose the Licensee’s identity to any third party without the Licensee’s express written permission

The Licensor will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by the Licensee or any other user of the Licensor’s site.

The Licensee is responsible for ensuring that the equipment the Licensee uses for uploading information, content and/or data onto the Licensor’s site, such as computers, mobile phones or any other means is the Licensee’s personal property. If the equipment does not belong to the Licensee, the  Licensee (and/or the owner of the equipment) will incur a charge for the usage of the equipment, it is the Licensee’s responsibility to obtain the owners’ consent prior to uploading any material on to The Licensor’s site.

 

 

24   Monitoring Content

 

The Licensor will actively monitor the content submitted by all Licensees for the purposes described in 23 above.. The Licensee acknowledges that it is solely responsible for all content, data or images that Licensee uploads and/or stores using the service. Without prejudice to the foregoing, the Licensor reserve the right to review materials stored and/or posted and to remove any materials and other content in its sole discretion.

The Licensor reserves the right at all times to disclose any information the Licensor may deem necessary to satisfy any applicable law, regulations, legal process or governmental request, or to edit, refuse to post, suspend or remove any information content or materials, in whole or in part in the Licensor’s sole discretion.

 

The Licensor also has the right to disclose the Licensee’s identity to any third party who is claiming that any materials posted or uploaded by the  Licensee to the Licensor’s site constitutes a violation of their intellectual property rights, or of their right to privacy or is otherwise unlawful or claimed to be unlawful.

 

25   Intellectual Property in the Licensee’s Content

 

The Licensor does not claim ownership of the intellectual property rights in relation to the content submitted by the Licensee (“The Licensee’s Content”). However, by submitting The Licensee’s Content to the Licensor’s site the Licensee grants to the Licensor the right to use The Licensee’s Content for the purposes described in 23 above

26   Termination

 

The Licensor may terminate The Licensee’s registration, and remove The Licensee’s Content, at any time, with or without notice, in the Licensor’s sole discretion, if, the Licensee is in breach of any of these terms of use or if any competent authority requires us to do so.

 

The Licensor may terminate the hosting of The Licensee’s Content and suspend the Licensor’s site if any event outside the Licensor’s reasonable control affects the Licensor’s ability to provide the service and such event continues for a period of 14 days or more. The Licensor shall not be liable to the Licensee for any delay or failure to perform the service or host the Licensor’s site for any such reason beyond the Licensor’s reasonable control including (without limitation) governmental acts, war, riots, strikes or trader disputes, technical failure, general availability of the internet, power failure, communications failure, weather, flood, fire, explosion, act of God, natural or local emergency.

 

The contract for the supply of the service will automatically terminate with immediate effect if the Licensor become insolvent, unable to pay its debts, suffer a winding up order or otherwise cease trading.

 

 

27   Warranties

 

The Licensor warrants that it will provide the service with reasonable care and skill.  All other warranties, representations, terms and other conditions regarding the service (whether express or implied, statutory or otherwise) are excluded to the fullest extent permissible by law.

 

28   Liability

 

Nothing in these terms of use shall operate to exclude or limit the Licensor’s liability for death or person injury caused by the Licensor’s negligence or for any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982.

 

Subject to the preceding paragraph and except in relation to any fraudulent misrepresentation made by the Licensor, the Licensor’s entire liability under these terms of use and/or in relation to the performance of the service will not exceed £100.

 

This does not affect The Licensee’s statutory rights.

 

29   Notices

 

A notice given under this agreement:

 

·                     shall be in writing in the English language (or be accompanied by a properly prepared translation into English);

·                     shall be sent for the attention of Customer Services, IFPI Limited or email via the ‘Contact Us’ option (or such other person, address, or email address as the receiving party may have notified to the other, such notice to take effect five days from the notice being received); and

·                     shall be:

o        delivered personally; or

o        sent by email; or

o        sent by pre-paid first class post, recorded delivery or registered post; or

o        (if the notice is to be served or post outside the country from which it was sent) sent by registered airmail.

A notice is deemed to have been received:

·                     if delivered personally, at the time of delivery; or

·                     in the case of email, at the time of transmission, provided a confirmatory copy is sent first-class post or by personal delivery before the end of the next Business Day; or

·                     in the case of pre-paid first-class post, recorded delivery or registered post, 48 hours from the date of posting; or

·                    in the case of registered airmail, five days from the date of posting; or

·                     if deemed receipt under the previous paragraphs of this paragraph is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of receipt), when business next starts in the place of receipt.

To prove service, it is sufficient to prove that the notice was transmitted to the correct email address of the relevant party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

30   Rights of Third Parties

 

This agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

SCHEDULE

The Licensed Programs are exclusively for use by the Licensee.

 

Licensed Programs

A      Facilities Cost Monitor EstatesMaster for modules:

·       Cleaning

·       Services Maintenance

·       Fabric Maintenance

·       Security

Program Specification

Standard CombiCycle web-enable version

 

There is no limit on the number of sites the Licensor may enter into the program provided that they are significantly occupied by the Licensee’s own employees. The Licensee must not enter data on other sites without the express written permission of the Licensor. The latter may not be unreasonably refused the Licensor reserves the right to command an additional licence fee in respect of such sites.

Licence Period

A     The Licence is for a period of……… months commencing on…….. and terminating on ………

Licence Fees

B     The Licence fee for the whole Licence period is £…….. (……………………UK pounds) plus VAT.

Payment of the Licence Fee

The Licence fee is payable in one instalment prior to use of the program:

Program Documentation

Standard User Instructions are accessible via the ‘Instructions’ tab visible on-screen.

 

The user’s acceptance of these terms and conditions is signified by the tick in the box provided without which access to the program is denied.

 

Signed……………………………………………………..

On behalf of the Licensee

Name…………………………………………..

Position………………………………………..

Date……………………………………………..

Signed……………………………………………………..

On behalf of the Licensor

Name…………………………………………..

Position………………………………………..

Date……………………………………………..