Date: 22 July 2018

SOFTWARE LICENCE AGREEMENT

BACKGROUND

The Licensor operates an immigration database which provides users with an overview of immigration procedures in a range of different countries The Licensee wishes to access the Licensor's immigration database for its own internal business purposes. The Licensor is willing to grant a licence to the Licensee to use the immigration database and this Agreement sets out the terms of such licence.

AGREEMENT

1. Definitions and Interpretation

1.1 In this licence (except where the context otherwise requires), the following words and expressions shall have the following meanings:

Commencement Date
22 July 2018
Business Day
any day other than a Saturday, Sunday or any day which is a public holiday in England;
Confidential Information
all identifiable methodology, know-how, experience, data, databases, flow charts, reports, tables or other material produced in relation to this Agreement (including the negotiations leading to it) and any other information of whatever kind (whether commercial, technical, financial, operational or otherwise, whether communicated verbally, in writing or in any other form and whether or not expressly stated to be confidential) relating to a party including (but not limited to) its business, products, suppliers and customers (including in the case of the Licensor, the Data) and, unless the context otherwise requires, the expression Confidential Information shall also include any modification (whether authorised or otherwise) made to any of the above-mentioned information by the Receiving Party or any person to whom it has disclosed that information;
Data
the data or information, in whatever form including images, still and moving, and sound recordings contained within the Database;
Database
the Immiguru database developed and owned by the Licensor which holds the Data and is hosted on the Licensor's servers;
Fee
the annual licence fee payable by Licensee as the same may be amended in accordance with clause 3.3;
Force Majeure Event
in respect of either party, any event or circumstance which is beyond the reasonable control of that party and which causes a delay in that party performing or failure of that party to perform any of its obligations under this Agreement, including (but not limited to):
  1. act of God;
  2. strike, lock out or other industrial actions or trade disputes (whether involving employees of the party in question or of a third party);
  3. war declared or undeclared, threat of war, terrorist act, revolution, riot, civil commotion, public demonstration, sabotage, act of vandalism;
  4. lightning, fire, storm, flood, earthquake, accumulation of snow or ice, lack of water arising from weather or environmental problems;
  5. import or export regulations or embargoes;
  6. difficulties in or inability to obtain raw materials, labour, fuel, parts or machinery;
  7. power failure or explosion, fault or failure of any plant and apparatus;
  8. governmental restraint, act of Parliament, other legislation, by-law, prohibition, measure or directive of any kind of any governmental, parliamentary, local or other competent authority;
Insolvency Event
where a person ceases or threatens to cease to carry on business, becomes insolvent, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up or undergoes any similar or equivalent process in any jurisdiction, and a person shall be “solvent” where it has not undergone (or having undergone, is discharged from all effects of) an Insolvency Event;
Software
a web-application that queries the Database and returns information about global corporate immigration procedures;
Specification
the specification of the Data, Database and Software contained or referred to in schedule 1;
Year
the period of 12 months commencing on the date of this Agreement and each subsequent period of 12 months thereafter.

1.2

and in this licence (unless the context requires otherwise):

1.2.1 the singular shall include the plural and vice versa;

1.2.2 a reference to one gender shall include all other genders;

1.2.3 any reference to “persons” includes a natural person, partnership, company, body corporate, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality); and

1.2.4 any reference to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

1.3 The index and clause headings in this licence are included for convenience only and do not affect the interpretation of this licence.

2 Licence

2.1 Subject to the Licencee's compliance with the terms of this Agreement, the Licensor grants to the Licensee a revocable, non-exclusive, non-transferable licence for the term for this Agreement to:

2.1.1 use the Software to query the Database;

2.1.2 access the Database and use the Data for its own internal business purposes to assist with obtaining immigration documentation for its own employees [and sub-contractors];

2.1.3 access the Database and use the Data in order to gather information about immigration procedures to assist the Licensee in providing advice to the Licensee's clients in connection with immigration procedures, provided that the Licensor shall not be permitted to enable its clients to access the Data and the Database directly and shall solely use the Data as a tool for the purposes of preparing its own advice for clients.

3 The Fee

3.1 The Fee shall be payable on the date of this licence. The amount of the Fee shall depend on the number of users or the number of credits purchased.

3.2 The Licensor shall be entitled to vary the Fee at any time. Fee variations will not affect credits already purchased by the Licensor

3.3 For Annual Licence holders, the Licensor shall be entitled to vary the Fee not more than once in every successive period of 12 months during the term of this licence on giving not less than 30 days’ prior notice to the Licensee, provided that the Licensee may terminate this agreement if the variation to the Fee is unacceptable to the Licensee.

3.4 For Annual Licence holders, the renewal fee shall be payable on each anniversary of the date of this licence.

4 Terms of payment

4.1 The Fee does not include value added tax (“VAT”) which shall be payable in addition by the Licensee in the manner and rate from time to time prescribed by law, subject to delivery by Licensor of a valid VAT invoice.

4.2 All sums payable under this licence are due within 30 days after the date of delivery of an invoice. If any sum payable to the Licensor by the Licensee is not paid by the due date, the Licensor may suspend performance of its obligations and all rights granted to the Licensee in this licence and/or charge interest on any sums due (after as well as before any judgement) from the last date for payment of that sum to the date of actual payment.

5 Delivery and Access

5.1 The Licensor shall deliver the Software usernames and passwords at the address or email address specified in clause 15 (Notices).

5.2 The Licensee shall:

5.2.1 ensure that passwords are kept confidential;

5.2.2 notify the Licensor if any password becomes compromised; and

5.2.3 notify the Licensor if any employee issued with a password leaves its employment.

5.3 The Licensee agrees that it shall operate the Software on a “standards” conforming browser, where the “standards” are the CSS 2.1 specification and the HTML4 and ECMA262 standards. In practice this means Internet Explorer 9 or any recent version of Firefox, Chrome, Safari or Opera. The Licensor shall not be responsible for any failure or deficiency in the Software if it is run on a non “standards” conforming browser.

5.4 The Licensor shall not be responsible for the inability of the Licensee to access or use the Software due to any failure or deficiency of any equipment used by the Licensee to access the Software or due to any lack of a functioning internet connection.

5.5 Upon 30 days written notice the Licensor may audit the Licensee’s use of the Data, the Database and the Software. The Licensee shall cooperate with the Licensor's audit and provide reasonable assistance and access to information. The Licensee shall pay within 30 days of written notification any fees applicable to its use of the Data, the Database or the Software in excess of the rights granted pursuant to this Agreement. The Licensee shall pay the reasonable costs of such audit if the audit reveals that the Licensee has exceeded the licence rights granted. The Licensor shall not be responsible for any of Licensee’s costs incurred in cooperating with the audit.

6 Use

6.1 The Licensee shall not permit any third party to use the Data, the Database or the Software or itself use the Data, the Database or the Software on behalf of or for the benefit of any third party by way of trade or otherwise (including without limitation to provide a data processing or database bureau service) and the Licensee shall not assign transfer, sell, lease, rent, charge or otherwise deal in or encumber the Data, the Database or the Software.

6.2 The Licensee shall follow all reasonable instructions given from time to time by the Licensor with regard to the use of the Software.

6.3 The Licensee shall:

6.3.1 ensure that the number of persons accessing the Database does not exceed the number of users specified in schedule 2;

6.3.2 keep a complete and accurate record of the Licensee's copying and use of the Data and the Database users, and produce such record to the Licensor on request from time to time.

6.4 The Licensee shall not translate, reverse engineer, decompile, disassemble or adapt the Database or the Software for any purpose nor arrange to create derivative works based on the Database or the Software.

6.5 The Licensee shall not make for any purpose (including, without limitation, for error correction) any alterations, modifications, additions or enhancements to the Data, the Database or the Software nor permit the whole or any part of the Data, the Database or the Software the Software to be combined with or become incorporated in any other program.

6.6 The Licensee shall not permit any virus or malicious code to be introduced to the Data, the Database or the Software.

7 Proprietary rights

7.1 The Licensee acknowledges that as between the Licensee and Licensor:

7.1.1 all intellectual property rights of whatever nature in the Data, the Database and the Software are and will remain the property of the Licensor; and

7.1.2 it shall have no rights in or to the Data, the Database and the Software other than the right to use them in accordance with this Agreement.

7.2 The Licensee shall promptly notify the Licensor if the Licensee becomes aware of any unauthorised use of the Software by any person.

8 Warranties and liability

8.1 Each party acknowledges and warrants that:

8.1.1 it has duly authorised and executed this Agreement;

8.1.2 this Agreement constitutes a legally valid and binding obligation, enforceable against it in accordance with its terms;

8.1.3 its entry into and/or performance of this Agreement, will not be in breach of any express or implied terms of any contract with or other obligation to any third party; and

8.1.4 it is solvent and able to perform all of its obligations under this licence and will remain so throughout the term of this Agreement.

8.2 The Licensor has the right to grant the Licensee a licence in respect of the Software upon the terms stated in this Agreement;

8.3 The Licensor does not warrant that access to, or operation of, the Database or the Software will be uninterrupted or error-free, or that the Data, the Database or the Software, or any component thereof, will satisfy the requirements of the Licensee or any third party.

8.4 The Data, the Database and the Software are provided as is and the Licensor hereby excludes, to the extent permitted by law, all other warranties and representations, whether implied by common law, statute, or otherwise.

9 Liability

9.1 Nothing in this licence in any way limits either party’s liability for death or personal injury caused by its negligence or for fraud.

9.2 Except as provided in clause 9.1, the Licensor shall not be liable for loss of profits, revenue contracts, business, lost management time or data nor for any indirect loss whether arising in contract, tort (including negligence) or otherwise even if advised of the probability of such damage or where it was foreseeable. In particular, while the Data provided is regularly reviewed and is accurate to the best of the Licensor’s knowledge, accuracy cannot be guaranteed, and it should be noted that processes and supporting documents may change without prior notice. The Licensor cannot accept responsibility or liability for any loss or damage caused to the Licensee or the Licensee’s business as a result of any inaccuracy or deficiency in the Data. The Data does not constitute legal advice and detailed consultations on each specific situation should be sought.

9.3 Immigration service providers listed on the “Suppliers” tab within the Software interface are companies that the Licensor works with to keep the Software updated. The Licensor does not operate on a referral fee basis and is happy for the Licensee to contact the suppliers listed directly. The Licensor does not accept responsibility or liability for work conducted directly with listed suppliers.

9.4 Except as provided in clause 9.1, in relation to each Year the aggregate liability (inclusive of interest and legal and other costs) of the Licensor to the Licensee in respect of any and all claims arising out of or in connection with this Agreement during that Year shall not exceed the Fees paid by the Licensee to the Licensor in that Year.

10 Licence transfer

The Licensee may not assign, transfer, sub-contract or otherwise dispose of any of its rights and obligations under this licence without the prior written consent of the Licensor.

11 Termination

11.1 The Agreement shall commence on the Commencement Date and shall continue in force unless and until terminated in accordance with any of clauses 11.2 – 11.4.

11.2 Either party may terminate this licence immediately on written notice:

11.2.1 if at any time the other party:

11.2.1.1 commits any material breach of this licence (and for the avoidance of doubt, and without limitation, any breach of clause 8 (Warranties) shall be deemed to be a material breach for the purposes of this clause 11.2.1.1);

11.2.1.2 undergoes an Insolvency Event;

11.2.2 in accordance with clause 13 (Force Majeure).

11.3 Either party may terminate this licence on at least 30 days’ written notice.

11.4 The Licensee may terminate this Agreement in accordance with clause 3.2.

11.5 Termination of this licence shall not prejudice any rights of either party which have arisen on or before the date of termination provided that termination of this Agreement shall not in any circumstances result in any of the Fee becoming repayable to the Licensee and any Fee which has become payable to the Licensor but has not been paid shall remain payable.

12 Confidentiality

12.1 Each party shall safeguard and keep confidential the terms of this Agreement and any and all Confidential Information that it may acquire in relation to the business or affairs of the other party. Neither party shall use or disclose the other party's Confidential Information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this Agreement. Each party shall ensure that its officers and employees and any other persons to whom the Confidential Information is disclosed comply with the provisions of this Clause 12.1.

12.2 The obligations on a party set out in Clause 12.1 shall not apply to any information to the extent that such information:

12.2.1 is publicly available or becomes publicly available through no act or omission of that party;

12.2.2 is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority.

13 Force Majeure

13.1 A party affected by any Force Majeure Event shall immediately give notice to the other party to that effect, such notice to contain details of the circumstances giving rise to the Force Majeure Event.

13.2 If a material delay or failure in performance by one party due to a Force Majeure Event shall continue for more than 4 weeks then the other party shall be entitled to terminate this Agreement immediately by serving a written notice to that effect on the first party.

13.3 Subject to Clause 13.1, neither party shall be liable for, or be deemed to be in breach of this licence as a result of, any delay in performing or failure to perform its obligations under this licence where that delay or failure is caused by any Force Majeure Event, nor shall either party have any liability to the other in respect of the termination of this licence under Clause 13.2.

14 Other provisions

14.1 Waiver and remedies

The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.

14.2 Severance

14.2.1 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.

14.2.2 The parties agree, in the circumstances referred to in clause 14.2.1, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possi­ble the same effect as would have been achieved by the invalid or unenforceable provi­sion.

14.3 Variation

No variation of this Agreement shall be effective unless and until it is in writing and signed by (or by some person duly authorised by) each of the parties.

14.4 Entire agreement

14.4.1 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this licence or not) other than as expressly set out in this Agreement.

14.4.2 Each of the parties acknowledges and agrees that the only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement. Nothing in this licence shall, however, operate to limit or exclude any liability for fraud.

14.4.3 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the Parties relating to the subject matter of this Agreement.

14.5 Third party rights

No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.

14.6 Counterparts

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

15 Notices

15.1 Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by special delivery to the address and for the attention of the relevant Party set out in clause 15.2 (or as otherwise notified by that Party under this Agreement) or e-mailing it to the e-mail address set out in clause

Any such notice shall be deemed to have been received:

15.1.1 if delivered personally, at the time of delivery;

15.1.2 in the case of special delivery, 24 hours from the date of posting;

15.1.3 if sent by e-mail, at the time of transmission.

15.2 The addresses and e-mail addresses of Peregrine Immigration Management Ltd for the purposes of clause 15.1 are:

Peregrine Immigration Management Ltd
Sophy King, Skyline House, 200 Union Street, London, SE1 0LX
E-mail address: sophyking@peregrine.im

or such other address, or e-mail address as may be notified in writing from time to time by the relevant party to the other Party.

16 Governing law and jurisdiction

16.1 This Agreement is governed by and shall be construed in accordance with the laws of England and Wales. Non-contractual obligations (if any) arising out of or in connection with this licence (including its formation) shall also be governed by the laws of England and Wales.

16.2 The Parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with this licence.

This agreement has been signed on the date appearing at the top of page 1.

SCHEDULE 1

The Specification

It shall be possible using the web interface to find processes for corporate sponsored immigration processes between various nationalities and countries and to filter the results according to dependent and salary requirements.

The information returned shall include time estimates, details of required supporting documentation, description of the steps involved in the process, and any other information which the designers of the Software think may be useful.

Information may be downloaded in pdf documents suitable for printing, and document lists and reports may be downloaded in Excel or CSV formats; however, these features are not enabled in the free trial version.