PLEASE READ CAREFULLY BEFORE ACCESSING OR DOWNLOADING ANY SOFTWARE:

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and WMT Troncmaster Services Limited incorporated and registered in England and Wales with company number 09487931 whose registered office is at Verulam Point, Station Way, St Albans, Hertfordshire AL1 5HE (Licensor, us or we) for:

• bespoke software proprietary to the Licensor which enables the processing and statistical research and analysis of tronc allocations and underlying information using data supplied by you through the software, and the associated media (TroncBox Software); and
• printed materials or electronic documents relating to the operation of the TroncBox Software (Documents).

For the purposes of this Licence, Opsyte means Opsyte Online Limited incorporated and registered in England and Wales with company number 11818288 whose registered office is at Westmead House Westmead, Farnborough GU14 7LP and Opsyte EPOS APIs means the software interface programs proprietary to Opsyte enabling the automated transfer of service charge and other data from the electronic point of sale (EPOS) systems of the Licensee.

We license use of the TroncBox Software and Documents to you on the basis of this Licence. We do not sell the TroncBox Software or Documents to you. We remain the owners of the TroncBox Software and Documents at all times and all rights in and to the TroncBox Software and Documents (including without limitation copyright and all other intellectual property rights) are hereby reserved.

1. GRANT AND SCOPE OF LICENCE

1.1 As a client of the Licensor we may allow you and certain of your employees (as agreed with ourselves) to access and use the TroncBox Software. In consideration of you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the TroncBox Software and the Documents both in the UK or elsewhere in the world subject to and in accordance with the terms of this Licence.

1.2 You may: 1.2.1 access and use the TroncBox Software for your internal business purposes only. 1.2.2 receive and use any free supplementary software code or update of the TroncBox Software incorporating "patches" and corrections of errors as may be provided by us from time to time; and 1.2.3 use any Documents in support of the use permitted under condition 1.2.

2. RESTRICTIONS

2.1 Except as expressly set out in this Licence, or with the prior written consent of the Licensor, or as permitted by any local law, you undertake: 2.1.1 not to copy the TroncBox Software or Documents except where such copying is incidental to normal use of the TroncBox Software, or where it is necessary for the purpose of back-up or operational security; 2.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, share, demonstrate, vary or modify the TroncBox Software or Documents; 2.1.3 not to make alterations to, or modifications of, the whole or any part of the TroncBox Software, nor permit the TroncBox Software or any part of it to be combined with, or become incorporated in, any other programs; 2.1.4 not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the TroncBox Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the TroncBox Software with another software program, and provided that the information obtained by you during such activities: (a) is used only for the purpose of achieving inter-operability of the TroncBox Software with another software program; and (b) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and (c) is not used to create any software, or facilitate any third party to create any software which is substantially similar to the TroncBox Software; 2.1.5 to keep access to the TroncBox Software secure and to maintain accurate and up-to-date records of the users of the TroncBox Software; 2.1.6 to supervise and control use of the TroncBox Software and ensure that the TroncBox Software is used by your employees and representatives in accordance with the terms of this Licence; 2.1.7 to take all reasonable steps to ensure that your employees do not share passwords or login credentials or to allow access to TroncBox to any employee or other person not authorised or requested by you to have such access. 2.1.8 not to provide or otherwise make available the TroncBox Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us; and 2.1.9 to comply with all applicable technology control or export laws and regulations.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 You acknowledge that all intellectual property rights in the TroncBox Software and the Documents anywhere in the world belong to us, that rights in the TroncBox Software are licensed (not sold) to you, and that you have no rights in, or to, the TroncBox Software or the Documents other than the right to use them in accordance with the terms of this Licence. 3.2 You acknowledge that you have no right to have access to the TroncBox Software in source code form.

4. LIMITATION OF LIABILITY

4.1 You acknowledge that the TroncBox Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the TroncBox Software as described in the Documents meet your requirements. 4.2 We only supply the TroncBox Software and Documents for internal use by your business in conjunction with the provision of WMT Troncmaster Services, and you agree not to use the TroncBox Software or Documents for any re-sale purposes. 4.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: 4.3.1 loss of profits, sales, business, or revenue; 4.3.2 business interruption; 4.3.3 loss of anticipated savings; 4.3.4 loss or corruption of data or information; 4.3.5 loss of business opportunity, goodwill or reputation; where any of the losses set out in condition 4.3.1 to condition 4.3.5 are direct or indirect; or 4.3.6 any special, indirect or consequential loss, damage, charges or expenses. 4.4 Other than the losses set out in condition 4.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 4 times the annualised fee charged for by the Licensor to the Licensee for Troncmaster Services. This maximum cap does not apply to condition 4.5. 4.5 Nothing in this Licence shall limit or exclude our liability for: 4.5.1 death or personal injury resulting from our negligence; 4.5.2 fraud or fraudulent misrepresentation; 4.5.3 any other liability that cannot be excluded or limited by English law. 4.6 This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the TroncBox Software and Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the TroncBox Software and Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

5. TERMINATION

5.1 We may terminate this Licence immediately for any reason by providing you with 30 days’ written notice of our intention to terminate. 5.2 On termination for any reason: 5.2.1 all rights granted to you under this Licence shall cease; 5.2.2 you must immediately cease all activities authorised by this Licence; and 5.2.3 access to the software will cease with immediate effect on expiry of the 30 days’ notice period.

6. COMMUNICATIONS BETWEEN US

6.1 We may update the terms of this Licence at any time on notice to you in accordance with this condition 5.2.3. Your continued use of the TroncBox Software and Documents following the deemed receipt and service of the notice under condition 6.3 shall constitute your acceptance to the terms of this Licence, as varied. If you do not wish to accept the terms of the Licence (as varied) you must immediately stop using and accessing the TroncBox Software and Documents on the deemed receipt and service of the notice. 6.2 If we have to contact you, we will do so by email or by pre-paid post to your Registered Office. 6.3 Note that any notice: 6.3.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter; and 6.3.2 given by you to us will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. 6.4 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of a letter, that such letter was properly addressed, stamped and placed in the post to the address of the recipient given for these purposes; and, in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

7. EVENTS OUTSIDE OUR CONTROL

7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 7.2. 7.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks or power supplies and information technology infrastructure. 7.3 If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence: 7.3.1 our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and 7.3.2 we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

8. HOW WE MAY USE YOUR PERSONAL INFORMATION AND OTHER DATA

8.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the TroncBox Software and the Documents and for what purposes and those individuals' rights in relation to their personal data and how to exercise them. This information is provided in the privacy policy and it is important that you read that information. 8.2 By entering into the terms of this Licence, you agree that any data which is collected and uploaded using Opsyte EPOS APIs may be used by the Licensor and/ or by Opsyte for reasonable purposes in addition to use of the TronxBox Software, including but not limited to anonymised statistical research and analysis both during the term of this Licence and at any time following its termination or expiry. You shall ensure that all necessary third party consents and permissions have been obtained for the Licensor and/ or Opsyte to use data for such purposes and shall indemnify the Licensor and Opsyte against all liabilities, costs, expenses, damages and losses suffered or incurred by the Licensor and/ or Opsyte (as appropriate) arising out of any breach of this condition 8.2.

9. OTHER IMPORTANT TERMS

9.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence. 9.2 You may only transfer your rights or your obligations under this Licence to another person if we agree in writing. 9.3 This Licence and any document expressly referred to in it constitute the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or any document expressly referred to in it. 9.4 If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing signed by us, and that will not mean that we will automatically waive any later default by you. 9.5 Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 9.6 Save in respect of condition 8.2, which is enforceable against the Licensee by both the Licensor and Opsyte, no person who is not a party to this Licence shall have any right to enforce it pursuant to the Contracts (Rights of Third Parties) Act 1999. 9.7 This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.