DATED 9TH MARCH, 1998
MULTISOFT FINANCIAL SYSTEMS LIMITED
and
IBIS SYSTEMS LIMITED
--------------------------------------------
LICENCE TO OCCUPY
premises at Cross & Pillory House,
Cross & Xxxxxxx Xxxx, Xxxxx, Xxxxx, XX00 0XX
--------------------------------------------
XXXXX & OVERY
London
PY2:475617.2
THIS AGREEMENT is made on 9th March, 1998
BETWEEN:
(1) MULTISOFT FINANCIAL SYSTEMS LIMITED (registered number 2488578) whose
registered office is at Cross & Pillory House, Cross & Xxxxxxx Xxxx,
Xxxxx, Xxxxx, XX00 0XX (the "LICENSOR"); and
(2) IBIS SYSTEMS LIMITED (registered number 3410598) whose registered
office is at 0 Xxxxxxx Xxxxx, Xxxxxxx'x Inn, Cressex, Xxxx Xxxxxxx,
Xxxxxxxxxxxxxxx, XX00 0XX (the "LICENSEE").
IT IS AGREED as follows:
1. INTERPRETATION
(1) In this agreement:
"ACCESS WAYS" means the roads, paths, entrances, halls and corridors of
the Property the use of which is necessary for getting to and from the
designated Space;
"BUSINESS DAY" means a day (other than a Saturday or Sunday) on which
banks are generally open in London for normal business;
"EFFECTS" means office equipment and chattels;
"LICENCE FEE" means for the period from and including the date of this
agreement until expiry of the Licence Period a fee of (pound)1.;
"LICENCE PERIOD" means the period from the date of this agreement until
the date on which the Licensee's rights under clause 2 are determined
in accordance with clause 4(1);
"PROPERTY" means the freehold premises currently occupied by the
Licensor at Cross & Pillory House, Cross & Xxxxxxx Xxxx, Xxxxx, Xxxxx,
XX00 0XX;
"SALE OF BUSINESS AGREEMENT" means the agreement for the sale and
purchase of part of the business of the Licensor made the same date as
this Agreement and made between the Licensor and the Licensee;
"SPACE" means the area used by the Licensor within the Property for the
Business immediately prior to the Effective Time or a space of similar
size within the Property notified to the Licensee, in the Licensor's
absolute discretion;
"VAT" means value added tax or any tax replacing it.
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(2) In this agreement:
(a) references to a person include a body corporate and an
unincorporated association of persons;
(b) references to a natural person include his estate and personal
representatives;
(c) references to "LOSSES" means and includes all losses, claims,
demands, actions, proceedings, damages, costs or expenses or
other liability; and
(d) any prohibition against doing anything includes a prohibition
against permitting or suffering that thing to happen.
(3) The headings in this agreement do not affect its interpretation.
(4) Except to the extent defined in this Agreement, the definitions used in
the Sale of Business Agreement shall apply to this Agreement.
2. LICENCE
The Licensor gives the Licensee the right (in common with the Licensor
and all others authorised by the Licensor) to use for the Licence
Period:
(1) the Space only for the purpose of continuing to run the
business sold pursuant to the Sale of Business Agreement;
(2) the Access Ways for the purpose of getting to and from and
around the Space;
(3) electricity, gas, water, heating, lighting, toilets,
telephones and other telecommunication services used at the
Property by the Business immediately prior to the Effective
Time;
(4) security and access codes and other services permitting free
entry to and exit from the Property and car parking spaces at
the Property in such number as have been used for Employees of
and visitors to the Business immediately prior to the
Effective Time.
3. LICENSEE'S OBLIGATIONS
The Licensee agrees:
(1) to pay the Licensor the Licence Fee;
(2) not to bring any Effects onto the Property without the consent
of the Licensor (not to be unreasonably withheld);
(3) not to damage the Space or the Access Ways or any of the
Licensor's Effects in or on them and to repair any damage
caused and replace any Licensor's Effects which are damaged
beyond repair immediately;
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(4) to vacate the Space on termination of this licence and to keep
and leave at the end of the Licence Period the Space clean and
tidy and clear of rubbish;
(5) subject to clause 4, to remove all the Licensee's Effects (if
any) and any Computer Equipment and Transferred Equipment sold
to the Licensee pursuant to the Sale of Business Agreement
from the Space, before the end of the Licence Period, and to
make good immediately any damage caused to the Property in
doing so;
(6) not to obstruct the Access Ways or leave any rubbish on them;
(7) not to cause any damage or disturbance to the Licensor or the
owners, occupiers or users of the Property or any adjoining or
neighbouring property;
(8) not to do anything which would or might be a breach of any
statutory requirement affecting the Property or which would or
might vitiate in whole or in part any insurance effected in
respect of the Property from time to time;
(9) to pay the Licensor, on demand, the cost of any additional
rates and taxes charged on the Property or on the owner or
occupier of it, as a result of the Licensor granting this
licence to the Licensee beyond those rates and taxes which
would have been payable in any event had the Licensor occupied
the Property for the purpose of its business;
(10) to indemnify the Licensor and keep the Licensor indemnified
against all losses arising in any way from this licence, any
breach of any of the Licensee's undertakings contained in this
clause or the exercise or purported exercise of any of the
rights given in clause 2;
(11) to observe any reasonable rules and regulations made by the
Licensor and notified to the Licensee from time to time
governing the Licensee's use of the Space or the Access Ways;
(12) not to impede the Licensor or its employees or agents in the
exercise of the Licensor's rights of possession and control of
the Property;
(13) to pay or reimburse the Licensor, on demand, for the cost of
all telephone charges and calls incurred by the Licensor
during the Licence Period.
4. GENERAL
(1) The rights granted in clause 2 will determine (without prejudice to the
Licensor's rights in respect of any breach of the obligations contained
in clause 3) on the earliest of :
(a) the expiry of two weeks' written notice given by the Licensee
to the Licensor; or
(b) on the date three months after the date of completion of this
licence.
(2) The benefit of this licence is personal to the Licensee and not
assignable. The rights given in clause 2 may only be exercised by the
Licensee and its employees.
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(3) This licence does not grant exclusive possession of the whole or any
part of the Property, nor does it create any landlord and tenant
relationship.
(4) The Licensor gives no warranty that the Property is legally or
physically fit for the purposes specified in clause 2.
(5) The Licensor is not liable for the death of or injury to the Licensee
or its employees on the Property or using the Access Ways or for damage
to any property of theirs or for any losses, claims, demands, actions,
proceedings, damages, costs or expenses incurred by the Licensee or its
employees in the exercise or purported exercise of the rights granted
by clause 2.
(6) Any obligation to pay money refers to a sum exclusive of VAT and any
VAT charged on it is payable in addition.
(7) This licence may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same licence and
any party may enter into this licence by executing a counterpart.
5. NOTICES
(1) Any notice or other document to be served under this agreement may be
delivered or sent by prepaid first class post or telex or facsimile
process to the party to be served as follows:
(a) to Licensor at:
The Sage Group plc
Xxxx Xxxxx
Xxxxxx Xxxx Xxxx
Xxxxxxxxx-xxxx-Xxxx
XX0 0XX
Fax No. 0000 000 0000
marked for the attention of Xxxxx Xxxxxx and Xxxxxx Xxxxxxx;
(b) to the Licensee at:
[Ibis Systems Limited
0 Xxxxxxx Xxxxx
Xxxxxxx'x Xxx
Xxxxxxx
Xxxx Xxxxxxx
Xxxxxxxxxx XX00 0XX]
Fax No. 00000 000000
marked for the attention of [Xxxxx Xxxxx]
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or at such other address as it may have notified to the other parties
in accordance with this clause.
(2) Any notice or document shall be deemed to have been served:
(a) if delivered, at the time of delivery; or
(b) if posted, at 10.00 am (local time at the place of
destination) on the second Business Day after it was put into
the post; or
(c) if sent by facsimile process, at the expiration of 2 hours
after the time of despatch, if despatched before 3.00 p.m.
(local time at the place of destination) on any Business Day,
and in any other case at 10.00 a.m. (local time at the place
of destination) on the next Business Day after the date of
despatch.
(3) In proving service of a notice or document it shall be sufficient to
prove that delivery was made or that the envelope containing the notice
or document was properly addressed and posted as a prepaid first class
letter or that the facsimile message was properly addressed and
despatched as the case may be.
IN WITNESS of which the parties have signed this Licence on the date inserted at
the top of page 1.
SIGNED by )
duly ) /s/ Unreadable
authorised on behalf of the )
Licensor )
SIGNED by )
duly ) /s/ Xxxxx Xxxxx
authorised on behalf of the )
Licensee )
