Terms & Conditions

theClassified
LICENSEE TERMS AND CONDITIONS

Licence to Operate a theClassified Territory

Version: [Agreement Version]
Effective Date: [Effective Date]

IMPORTANT

PLEASE READ THIS AGREEMENT CAREFULLY.

THIS AGREEMENT GOVERNS THE RIGHT TO OPERATE THE LICENSED TERRITORY USING THE CLASSIFIED PLATFORM.

BY SIGNING THIS AGREEMENT, OR BY OTHERWISE ACCEPTING IT THROUGH AN APPROVED ELECTRONIC PROCESS, THE LICENSEE AGREES TO BE BOUND BY ITS TERMS.

IF THE LICENSEE DOES NOT AGREE TO THESE TERMS, IT MUST NOT ACCESS OR OPERATE THE LICENSED SERVICE.

PARTIES

This Agreement is made between:

(1) [Licensor Legal Name], a company registered in [Jurisdiction] under company number [Company Number], whose registered office is at [Registered Office] (“Licensor”, “we”, “us” or “our”); and

(2) the person or legal entity identified as the Licensee in the Schedule (“Licensee”, “you” or “your”).

The Licensor operates the business and service known as theClassified.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement:

“Agreement” means these Licensee Terms and Conditions together with the Schedule and any documents expressly incorporated into them.

“Authorised User” means a person authorised by the Licensee to access the Platform on the Licensee’s behalf.

“Brand” means the theClassified name, trade marks, logos, visual identity and associated branding.

“Commencement Date” means the date specified in the Schedule.

“Confidential Information” means information of a confidential or commercially sensitive nature disclosed by either party to the other, including business information, technical information, software, source code, commercial arrangements, pricing, customer information and know-how.

“Gross Revenue” means revenue attributable to the Licensed Service before deductions, subject to any specific definition or adjustment stated in the Schedule.

“Intellectual Property Rights” means copyright, database rights, trade marks, trade names, domain names, patents, design rights, rights in software, confidential information, know-how and all other intellectual property rights whether registered or unregistered.

“Licence” means the rights granted to the Licensee under clause 2.

“Licensed Service” means the Licensee’s authorised operation of theClassified within the Licensed Territory using the Platform.

“Licensed Territory” means the geographic or commercial territory specified in the Schedule.

“Platform” means the centrally operated theClassified software application, services, systems, databases, interfaces and associated technology made available by the Licensor from time to time.

“Platform Fee” means the recurring fee specified in the Schedule.

“Royalty” means the amount calculated in accordance with the Royalty Rate and Royalty Basis specified in the Schedule.

“Schedule” means the commercial schedule forming part of this Agreement.

“Set-Up Fee” means the initial fee specified in the Schedule.

“Term” means the period during which this Agreement remains in force.

1.2 References to legislation include that legislation as amended, replaced or re-enacted from time to time.

1.3 Headings are for convenience only and do not affect interpretation.

2. GRANT OF LICENCE

2.1 Subject to the Licensee complying with this Agreement, the Licensor grants the Licensee a limited, [Exclusive/Non-Exclusive], non-transferable right during the Term to operate the Licensed Service within the Licensed Territory using the Platform and Brand.

2.2 The Licence is personal to the Licensee and may not be assigned, sublicensed, sold or transferred except in accordance with clause 22.

2.3 The Licence does not transfer ownership of:

(a) the Platform;

(b) the software or source code;

(c) the Brand;

(d) any domain name, subdomain or technical infrastructure supplied by the Licensor;

(e) any Intellectual Property Rights belonging to the Licensor or its licensors; or

(f) any other part of theClassified service or technology.

2.4 Except to the extent expressly stated in the Schedule, the Licence does not guarantee exclusivity, minimum revenue, profitability, customer numbers, transaction volumes or commercial success.

3. LICENSED TERRITORY

3.1 The Licensee may operate the Licensed Service only in relation to the Licensed Territory identified in the Schedule.

3.2 The Licensee must not knowingly market, represent or operate the Licensed Service as covering another licensed territory without the Licensor’s prior written approval.

3.3 The designation, boundaries, name or technical implementation of a Licensed Territory may be reasonably adjusted where necessary to reflect geographic, administrative, technical or operational changes, provided that the Licensor will not materially reduce the commercial scope of the Licensed Territory without reasonable justification.

3.4 Any exclusivity applying to the Licensed Territory shall be stated expressly in the Schedule.

4. SET-UP, PLATFORM FEES AND ROYALTIES

4.1 The Licensee shall pay the Set-Up Fee specified in the Schedule.

4.2 The Licensee shall pay the Platform Fee at the frequency specified in the Schedule.

4.3 The Licensee shall pay the Royalty specified in the Schedule.

4.4 The Schedule shall specify:

(a) the Royalty Rate;

(b) the Royalty Basis;

(c) the treatment of VAT;

(d) the treatment of refunds, reversals and chargebacks where applicable; and

(e) any other agreed adjustments to the calculation.

4.5 Unless expressly stated otherwise, all amounts specified under this Agreement are exclusive of VAT and any other applicable taxes.

4.6 The Licensee is responsible for its own tax liabilities arising from operation of the Licensed Service.

5. INVOICING AND PAYMENT

5.1 The Licensor shall invoice the Licensee in accordance with the billing arrangements specified in the Schedule.

5.2 The Licensee shall pay each valid invoice by the payment date stated on it.

5.3 Payment shall be made using a payment method approved by the Licensor.

5.4 The Licensee must notify the Licensor promptly if it reasonably disputes an invoice and must provide sufficient details of the reason for the dispute.

5.5 Undisputed amounts remain payable when due.

5.6 Late payments may incur interest and recovery charges in accordance with applicable law, including any statutory rights relating to late payment of commercial debts.

5.7 Persistent or material failure to pay amounts when due may result in suspension or termination in accordance with this Agreement.

6. TRANSACTIONS, REVENUE AND RECORDS

6.1 Where the Platform provides facilities for processing or recording transactions, payments or revenue forming part of the Licensed Service, the Licensee must use those facilities in the manner required by the Platform.

6.2 The Licensee must not deliberately divert, conceal or process transactions outside the Platform for the purpose of avoiding:

(a) transaction records;

(b) Platform charges;

(c) Royalty payments; or

(d) other amounts properly due under this Agreement.

6.3 The Licensee shall maintain complete and accurate business records sufficient to verify amounts payable under this Agreement.

6.4 On reasonable notice, the Licensor may request information reasonably necessary to verify the calculation of Royalty or other usage-based charges.

6.5 Where there is reasonable evidence of a material discrepancy, the Licensor may require an appropriate audit of the relevant records.

6.6 Any audit shall be conducted reasonably and so as to minimise unnecessary disruption to the Licensee’s business.

6.7 The allocation of audit costs where a material underpayment is identified shall be [Audit Cost Provision].

7. THE PLATFORM

7.1 The Licensor shall make the Platform available to the Licensee during the Term, subject to this Agreement.

7.2 The Platform is a centrally operated and maintained service. The Licensee does not receive ownership of, or an independent copy of, the Platform software.

7.3 The Licensor may maintain, patch, update, upgrade, enhance, replace or modify the Platform from time to time.

7.4 The Licensor may alter or discontinue individual features where reasonably necessary for:

(a) security;

(b) legal or regulatory compliance;

(c) technical maintenance;

(d) compatibility;

(e) service improvement; or

(f) the continued development of the Platform.

7.5 Where a change is reasonably expected to have a material adverse effect on the Licensee’s operation of the Licensed Service, the Licensor will, where reasonably practicable, provide appropriate notice.

7.6 The Licensor does not warrant that the Platform will operate without interruption or error at all times.

7.7 The Licensor will use reasonable care and skill in providing and maintaining the Platform.

8. SUPPORT

8.1 The Licensor shall provide the support described in the Schedule or applicable support documentation.

8.2 Support is conditional upon the Licensee:

(a) paying all undisputed amounts when due;

(b) using the Platform in accordance with this Agreement and supplied documentation; and

(c) providing reasonable information necessary to investigate a support request.

8.3 Support does not include problems caused solely by:

(a) equipment or systems outside the Licensor’s reasonable control;

(b) unauthorised modifications;

(c) misuse of the Platform; or

(d) third-party services selected independently by the Licensee,

unless otherwise agreed.

9. LICENSEE RESPONSIBILITIES

9.1 The Licensee is responsible for the day-to-day commercial operation of its Licensed Service.

9.2 The Licensee shall:

(a) operate the Licensed Service lawfully and professionally;

(b) comply with applicable laws and regulations;

(c) ensure that information it publishes is accurate and lawful;

(d) deal appropriately with customers, advertisers, sellers, buyers and other users for whom it is responsible;

(e) comply with applicable consumer, advertising, trading, tax and data-protection obligations;

(f) use the Brand in accordance with any brand guidelines supplied by the Licensor;

(g) maintain appropriate business records; and

(h) cooperate reasonably with the Licensor in matters affecting the operation, security or reputation of the Platform.

9.3 The Licensee is responsible for obtaining any licences, registrations, permissions or insurance required for its own business activities.

10. AUTHORISED USERS AND SECURITY

10.1 The Licensee shall ensure that access to its administrative facilities is limited to properly authorised persons.

10.2 The Licensee is responsible for managing its Authorised Users and ensuring that they comply with this Agreement.

10.3 Login credentials must:

(a) be kept confidential;

(b) not be shared with unauthorised persons; and

(c) be protected using reasonable security practices.

10.4 The Licensee must notify the Licensor promptly if it becomes aware of:

(a) unauthorised access;

(b) compromised credentials;

(c) a suspected security incident; or

(d) misuse of the Platform.

10.5 The Licensor may temporarily restrict access where reasonably necessary to protect the Platform, users, data or other licensees from a security threat.

11. CONTENT AND ACCEPTABLE USE

11.1 The Licensee is responsible for content that it creates, publishes or authorises through the Licensed Service.

11.2 The Licensee must not knowingly publish or permit content that:

(a) infringes Intellectual Property Rights;

(b) is unlawful;

(c) is defamatory or unlawfully threatening or harassing;

(d) is fraudulent or materially misleading;

(e) contains malicious software or code;

(f) unlawfully infringes privacy or data-protection rights; or

(g) otherwise breaches applicable Platform policies notified to the Licensee.

11.3 The Licensee must not use the Platform:

(a) to commit or facilitate unlawful activity;

(b) to gain unauthorised access to systems or data;

(c) to interfere with the security or operation of the Platform;

(d) to introduce malware or other harmful technology; or

(e) in a manner reasonably likely to cause material harm to the Platform, the Brand or other users.

11.4 The Licensor may remove, restrict or disable access to content where it reasonably believes this is necessary because the content is unlawful, infringes third-party rights, creates a material security risk or materially breaches this Agreement.

11.5 Nothing in this clause imposes a general obligation on the Licensor to monitor all content published through the Platform.

12. INTELLECTUAL PROPERTY

12.1 All Intellectual Property Rights in the Platform and Brand remain owned by the Licensor or its licensors.

12.2 Except for the limited rights expressly granted under this Agreement, the Licensee acquires no right, title or interest in those Intellectual Property Rights.

12.3 The Licensee must not, except where permitted by law or expressly authorised in writing:

(a) copy, reproduce or distribute the Platform or its software;

(b) reverse engineer, decompile or attempt to derive its source code;

(c) modify or create derivative works from the Platform;

(d) remove or obscure proprietary notices;

(e) represent that it owns the Platform or Brand;

(f) register or attempt to register confusingly similar trade marks, business names or domain names; or

(g) use the Platform, confidential technical information or protected materials to develop or assist in developing a directly competing platform.

12.4 The Licensee may use the Brand solely for the purpose of operating and promoting the Licensed Service during the Term and in accordance with applicable brand guidelines.

12.5 All goodwill arising from authorised use of the Brand shall accrue to its legal owner.

12.6 The obligations in this clause which by their nature are intended to continue shall survive termination.

13. CONFIDENTIALITY

13.1 Each party shall keep the other party’s Confidential Information confidential and shall use it only for purposes connected with this Agreement.

13.2 Confidential Information may be disclosed:

(a) to employees, professional advisers, contractors or service providers who reasonably need it and are subject to appropriate confidentiality obligations;

(b) where required by law, regulation or a competent authority; or

(c) with the other party’s written consent.

13.3 Confidential Information does not include information that:

(a) is lawfully in the public domain other than through breach of this Agreement;

(b) was lawfully known to the receiving party before disclosure;

(c) is lawfully received from an independent third party without confidentiality restriction; or

(d) is independently developed without use of the other party’s Confidential Information.

13.4 This clause survives termination of the Agreement.

14. DATA PROTECTION

14.1 Each party shall comply with applicable UK data-protection legislation in connection with this Agreement.

14.2 Each party shall be responsible for determining and complying with its obligations where it acts as an independent controller of personal data.

14.3 Where the Licensor processes personal data on behalf of the Licensee as a processor, the parties shall comply with the applicable data-processing provisions forming part of this Agreement or an associated Data Processing Schedule.

14.4 Such provisions shall address, where required by applicable law:

(a) the subject matter and duration of processing;

(b) the nature and purpose of processing;

(c) categories of personal data and data subjects;

(d) processing on documented instructions;

(e) confidentiality;

(f) appropriate technical and organisational security measures;

(g) use of subprocessors;

(h) assistance with data-subject rights;

(i) assistance concerning security incidents, breach notifications and data-protection impact assessments;

(j) deletion or return of personal data at the end of processing;

(k) information necessary to demonstrate compliance; and

(l) appropriate audit and inspection rights.

14.5 The Licensee shall ensure that it has a lawful basis for personal data it instructs the Platform to process on its behalf.

14.6 The parties shall cooperate reasonably in relation to data-protection enquiries, incidents and regulatory requirements affecting the Licensed Service.

15. THIRD-PARTY SERVICES

15.1 The Platform may use or integrate services, software, infrastructure or functionality supplied by third parties.

15.2 The Licensor may select and change third-party suppliers where reasonably necessary for the operation, security, maintenance or development of the Platform.

15.3 Where use of a particular third-party service requires the Licensee to accept separate terms, those terms will be identified where appropriate.

15.4 The Licensor is not responsible for a third-party service separately selected or contracted for by the Licensee.

15.5 Nothing in this clause excludes liability which cannot lawfully be excluded.

16. WARRANTIES AND DISCLAIMER

16.1 Each party warrants that it has authority to enter into this Agreement.

16.2 The Licensor warrants that it will provide the Platform with reasonable care and skill.

16.3 Except as expressly stated in this Agreement, the Licensor does not warrant that:

(a) the Platform will be uninterrupted or entirely error-free;

(b) every feature will remain unchanged throughout the Term;

(c) the Platform will satisfy requirements that have not been agreed in writing; or

(d) operation of the Licensed Service will achieve any particular commercial result.

16.4 The Licensee acknowledges that business performance depends upon factors outside the Licensor’s control, including the Licensee’s own activities, local market conditions and customer demand.

17. LIABILITY

17.1 Nothing in this Agreement excludes or limits either party’s liability where it would be unlawful to do so, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability that cannot lawfully be excluded or limited.

17.2 Subject to clause 17.1, neither party shall be liable to the other for:

(a) indirect or consequential loss;

(b) loss of anticipated profits;

(c) loss of anticipated savings;

(d) loss of opportunity; or

(e) loss of goodwill,

except to the extent that such exclusion would be unlawful or unreasonable in the circumstances.

17.3 Subject to clause 17.1, the Licensor’s aggregate liability arising out of or in connection with this Agreement shall not exceed [Liability Cap].

17.4 Unless otherwise specified in the Schedule, the intended basis for [Liability Cap] is the total fees paid or payable by the Licensee to the Licensor under this Agreement during the 12 months immediately preceding the event giving rise to the claim.

17.5 Nothing in this clause limits the Licensee’s obligation to pay properly due fees, charges or Royalties.

18. SUSPENSION

18.1 The Licensor may suspend some or all access to the Licensed Service where reasonably necessary because:

(a) amounts due remain materially overdue;

(b) there is a material security threat;

(c) continued operation would breach applicable law;

(d) the Licensee is using the Platform unlawfully;

(e) the Licensee’s actions create a material risk to the Platform, Brand, other licensees or users; or

(f) a material breach requires urgent action.

18.2 Where reasonably practicable, the Licensor shall give notice before suspension and provide the Licensee with a reasonable opportunity to remedy the relevant issue.

18.3 Where immediate action is reasonably necessary for security, legal or protective reasons, suspension may take effect without prior notice.

18.4 Suspension does not by itself terminate this Agreement or remove obligations that accrued before or during suspension.

19. TERM AND TERMINATION

19.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with this clause.

19.2 Either party may terminate the Agreement by giving [Notice Period] written notice, subject to any Minimum Term specified in the Schedule.

19.3 Either party may terminate the Agreement if the other party commits a material breach which:

(a) cannot reasonably be remedied; or

(b) can be remedied but is not remedied within [Remedy Period] after written notice requiring it to be remedied.

19.4 The Licensor may terminate the Agreement for persistent material non-payment after appropriate notice.

19.5 Either party may terminate the Agreement where the other becomes insolvent, enters liquidation or administration, ceases trading or becomes subject to an equivalent insolvency event, except where prohibited by applicable law.

19.6 Termination does not affect rights or liabilities accrued before termination.

20. CONSEQUENCES OF TERMINATION

20.1 On termination:

(a) the Licence ends;

(b) the Licensee must cease representing itself as an authorised theClassified Licensee;

(c) the Licensee’s administrative access to the Licensed Service may be withdrawn;

(d) the Licensee must cease use of the Brand except as reasonably necessary to comply with law or complete an agreed transition;

(e) all amounts properly accrued and due remain payable; and

(f) the parties shall deal with personal data in accordance with applicable data-protection requirements and any Data Processing Schedule.

20.2 The treatment of pending transactions, customer monies, refunds, chargebacks and final Royalty calculations shall be dealt with in accordance with [Termination Settlement Procedure].

20.3 The Licensee shall not acquire ownership of the Platform, Brand, domain infrastructure or Licensor Intellectual Property Rights as a result of termination.

20.4 Clauses relating to accrued payment obligations, Intellectual Property Rights, confidentiality, data protection, liability, dispute resolution and any other provisions intended by their nature to survive shall continue after termination.

21. CHANGES TO THIS AGREEMENT

21.1 The Licensor may make reasonable changes to this Agreement where necessary to:

(a) comply with law or regulation;

(b) address security or technical requirements;

(c) reflect material changes to the Platform or service; or

(d) correct errors or ambiguities.

21.2 The Licensor shall provide reasonable prior notice of a material contractual change unless urgent legal, regulatory or security circumstances make prior notice impracticable.

21.3 Changes to commercial charges shall be made only in accordance with the pricing/change provisions specified in the Schedule or following the notice period stated there.

21.4 No change shall retrospectively alter rights or liabilities that accrued before the change took effect unless agreed by both parties or required by law.

22. ASSIGNMENT AND TRANSFER

22.1 The Licensee may not assign, transfer, sublicense, subcontract or otherwise dispose of the Licence or this Agreement without the Licensor’s prior written consent.

22.2 The Licensor shall not unreasonably withhold or delay consent to a proposed transfer where the proposed new licensee satisfies the Licensor’s reasonable eligibility, financial, operational and compliance requirements.

22.3 The Licensor may charge the reasonable transfer/administration fee specified in the Schedule.

22.4 The Licensor may assign or transfer this Agreement as part of:

(a) a sale or transfer of theClassified business;

(b) a corporate reorganisation; or

(c) a transfer to an associated company or successor operator,

provided that the transfer does not materially reduce the Licensee’s contractual rights.

23. FORCE MAJEURE

23.1 Neither party shall be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control, except for an obligation to pay money already due.

23.2 The affected party shall take reasonable steps to minimise the effect of the event and resume performance as soon as reasonably practicable.

23.3 If a force majeure event materially prevents performance for more than [Force Majeure Period], either party may terminate the affected Agreement on written notice.

24. NOTICES

24.1 Formal notices under this Agreement shall be sent to the addresses or email addresses specified in the Schedule, or to any replacement address notified in writing.

24.2 A notice shall be treated as received in accordance with [Notice Delivery Rules].

25. ENTIRE AGREEMENT

25.1 This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes previous agreements, discussions and representations concerning that subject matter.

25.2 Nothing in this clause excludes liability for fraud or fraudulent misrepresentation.

26. SEVERABILITY

26.1 If any provision of this Agreement is held to be unlawful, invalid or unenforceable, it shall be treated as modified to the minimum extent necessary to make it enforceable or, where that is not possible, severed.

26.2 The remaining provisions shall continue in full force and effect.

27. WAIVER

27.1 A failure or delay by either party to exercise a right or remedy does not waive that right or remedy.

27.2 A waiver relating to one event does not constitute a waiver relating to a later event.

28. THIRD-PARTY RIGHTS

28.1 Unless expressly stated otherwise, a person who is not a party to this Agreement has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

29. GOVERNING LAW AND JURISDICTION

29.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

29.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

THE SCHEDULE

1. PARTIES

Licensor Legal Name:
[Licensor Legal Name]

Company Number:
[Company Number]

Registered Office:
[Registered Office]

Licensee Legal Name:
[Licensee Legal Name]

Licensee Address:
[Licensee Address]

Licensee Company Number (if applicable):
[Licensee Company Number]

Licensee Contact Email:
[Licensee Contact Email]

2. LICENCE

Licensed Territory:
[Licensed Territory]

Territory Classification:
[Tier/Classification]

Licence Status:
[Exclusive/Non-Exclusive]

Commencement Date:
[Commencement Date]

Minimum Term:
[Minimum Term]

Termination Notice Period:
[Notice Period]

Remedy Period:
[Remedy Period]

3. COMMERCIAL TERMS

Set-Up Fee:
[Set-Up Fee] + VAT

Platform Fee:
[Platform Fee] + VAT

Platform Fee Frequency:
[Monthly/Annual/Other]

Royalty Rate:
[Royalty Rate]

Royalty Basis:
[Royalty Basis]

Payment Terms:
[Payment Terms]

Transfer Fee:
[Transfer Fee]

Audit Cost Provision:
[Audit Cost Provision]

Pricing Review/Change Notice:
[Pricing Change Notice Period]

4. SUPPORT

Support Service:
[Support Description]

Support Contact:
[Support Contact]

Support Hours:
[Support Hours]

5. LIABILITY

Liability Cap:
[Liability Cap]

6. FORCE MAJEURE

Force Majeure Period:
[Force Majeure Period]

7. TERMINATION

Termination Settlement Procedure:
[Termination Settlement Procedure]

8. NOTICES

Licensor Notice Email:
[Licensor Notice Email]

Licensee Notice Email:
[Licensee Notice Email]

Notice Delivery Rules:
[Notice Delivery Rules]

9. DATA PROCESSING

Applicable Data Processing Schedule:
[Data Processing Schedule/Version]

10. ADDITIONAL TERMS

[Additional Terms]

EXECUTION

Agreement Version:
[Agreement Version]

Agreement Date:
[Agreement Date]

SIGNED for and on behalf of [Licensor Legal Name]

Name:
[Name]

Position:
[Position]

Signature:
[Signature]

Date:
[Date]

SIGNED by or for and on behalf of [Licensee Legal Name]

Name:
[Name]

Position:
[Position]

Signature:
[Signature]

Date:
[Date]