(1) The Licensor being the Licensor shown in the Licence Particulars;
(2) The Licensee being the Licensee shown in the Licence Particulars
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Building means the building referred to in the Licence Particulars or such reduced or extended area as the Licensor may from time to time designate as comprising the Building.
Common Parts means such roads, paths, entrance halls, corridors, lifts, staircases, landing and other means of access in or upon the Building necessary for obtaining access to and egress from the Office as designated from time to time by the Licensor.
Competent Authority means any statutory undertaker or any statutory public local or other authority or regulatory body or any court of law or government department or any of them or any of their duly authorised officers.
Designated Hours the hours designated from time to time by the Licensor
Licence Fee means the amount per month shown in the Licence Particulars or such other amount as the Licensor in its absolute discretion may from time to time determine on giving 4 weeks notice.
Licence Fee Start Date means the date in the Licence Particulars
Licence Period means the period from and including the Licence Start Date shown in the Licence Particulars until the date on which this licence is determined in accordance with clause 5.
Necessary Consents means all planning permissions and all other consents, licences, permissions, certificates, authorisations and approvals whether of a public or private nature which shall be required by any Competent Authority for the Permitted Use.
Office means the office or suite numbered in the Licence Particulars and shall include any alternative office pursuant to clause 2.2.4 in both cases together with the furniture (if any) supplied by the Licensor.
Permitted Use means use as an office within Use Class B1 of the Town and Country Planning (Use Classes) Order 1987 as at the date this agreement is granted
Security Deposit means the sum (if any) shown in the Licence Particulars paid by the Licensee to the Licensor to be held as security against the performance of the undertakings contained within this agreement
Service Media means all media for the supply or removal of heat, electricity, gas, water, sewage, air conditioning, energy, telecommunications, data and all other services and utilities and all structures, machinery and equipment ancillary to those media.
VAT means value added tax chargeable under the Value Added Tax Act 1994 or any similar replacement or additional tax.
1.2 Clause, annex, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 The schedule forms part of this agreement and shall have effect as if set out in full in the body of this agreement and any reference to this agreement includes the schedule.
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however, incorporated or established.
1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.8 Unless otherwise specified, a reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under it and all orders, notices, codes of practice and guidance made under it.
1.9 A reference to writing or written excludes faxes and e-mail.
1.10 Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done and to use its best endeavours to prevent such act or thing being done by a third party.
1.11 References to clauses, annex and schedules are to the clauses, annex and schedules of this licence; references to paragraphs are to paragraphs of the relevant schedule.
1.12 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2 Licence to use
2.1 Subject to clauses 3,4 and 5, the Licensor permits the Licensee to use the Office for the Permitted Use for the Licence Period during the Designated Hours in common with the Licensor and all others authorised by the Licensor (so far as is not inconsistent with the rights given to the Licensee to use the Office for the Permitted Use) together with the rights mentioned in Schedule 1.
2.2 The Licensee acknowledges that:
2.2.1 the Licensee shall use the Office as a licensee only and that no relationship of landlord and tenant is created between the Licensor and the Licensee by this agreement;
2.2.2 the Licensor retains control, possession and management of the Office and the Licensee has no right to exclude the Licensor from the Office;
2.2.3 the licence to use granted by this agreement is personal to the Licensee and is not assignable and the rights given in clause 2.1 may only be exercised by the Licensee and its employees; and
2.2.4 without prejudice to its rights under clause 5, the Licensor shall be entitled at any time on giving not less than 7 days' notice to require the Licensee to transfer to alternative office space elsewhere within the Building and the Licensee shall comply with such requirement.
3 Obligations of the Licensee
The Licensee agrees and undertakes:
3.1 to pay to the Licensor the Licence Fee payable without any deduction in advance on the first day of each month and proportionately for any period of less than a month the first such payment being for the period from and including the Licence Fee Start Date to the end of the month following such date to be made on the Licence Start Date together with such VAT as may be payable on the Licence Fee;
3.2 to deposit with the Licensor the Security Deposit as security for the performance and observance of the covenants contained in this clause. The Security Deposit is repayable to the Licensee within 14 days of the determination of the Licence Period or such longer period as may be necessary to ascertain the amount due to the Licensor in respect of any non-performance or breach of the Licensee's undertakings in this agreement and subject to the deduction of an amount in respect of any damage and the cost of returning the Office (including any items of furniture. Fixtures or fittings) to the same condition as they were in at the Licence Start Date excluding fair wear and tear;
3.3 not to change the locks in place at the Office or take any action or do any thing which may prevent the Licensor from gaining access to the Office at any time;
3.4 to provide the Licensor with a set of keys for all of the locks at the Office;
3.5 not to make copies of any keys to the Office without the prior written consent of the Licensor;
3.6 to ensure the Office doors and windows are locked so as to be secure from unauthorised entry at all times when the Licensee is not in the Office;
3.7 to ensure that all visitors report to reception and are escorted to and from the Office by the Licensee;
3.8 in the event of an emergency involving an 'out of hours' water leakage, major power failure or lift failure to telephone the emergency contact number given to the Licensee. If the situation is not deemed by the Licensor to be an emergency a call out fee will be payable by the Licensee;
3.9 to permit the Licensor or the Licensor's agents or the Licensor's contractors to enter the Office upon reasonable notice (not being less than 24 hours save in an emergency) so the Licensor, the Licensor's agent or the Licensor's contractors may carry out repairs or maintenance or alterations to the Office or to the Building;
3.10 to keep the Office clean, tidy and clear of rubbish;
3.11 not to use the Office other than for the Permitted Use;
3.12 not to make any alteration or addition whatsoever to the Office;
3.13 not to display any advertisement, signboards, nameplate, inscription, flag, banner, placard, poster, signs or notices at the Office or elsewhere in the Building without the prior written consent of the Licensor;
3.14 not to do or permit to be done in the Office or the Building anything which is illegal or which may be or become a nuisance (whether actionable or not), annoyance, inconvenience or disturbance to the Licensor or to tenants or occupiers of the Building or any owner or occupier of neighbouring property;
3.15 not to cause or permit to be caused any damage to:
3.15.1 the Office, Building or any neighbouring property; or
3.15.2 any property of the owners or occupiers of the Property, Building or any neighbouring property;
3.16 not to act in a way which will or is likely to result in any policy of insurance of the Building being void or voidable, or whereby the premium for it may be increased nor allow anyone else to do so;
3.17 to take out insurance arranged by the Licensor unless the Licensee is able to prove to the Licensor's reasonable satisfaction that the property kept at the Office will be otherwise insured at all times whilst it is located in the Office. For this purpose the Licensee must provide the Licensor with a copy of its insurance policy forthwith on request;
3.18 to provide the Licensor with a copy of the Licensee's Public Liability insurance upon the Licensor's request; this request does not indicate that the insurance is valid or that it has been approved by the Licensor;
3.19 not to allow the Licensee's Public Liability insurance to lapse whilst occupying the Office;
3.20 not to obstruct the Common Parts, make them dirty or untidy or leave any rubbish on them;
3.21 not to apply for any planning permission in respect of the Office;
3.22 not to do anything that will or might constitute a breach of any Necessary Consents affecting the Office and the Building or which will or might vitiate in whole or in part any insurance effected by the Licensor in respect of the Office and Building from time to time;
3.23 to observe any reasonable rules and regulations the Licensor makes and notifies to the Licensee from time to time governing the Licensee's use of the Office the Building and the Common Parts;
3.24 to leave the Office in a clean and tidy condition and to remove any furniture equipment and goods belonging to the Licensee from the Office at the end of the Licence Period;
3.25 to indemnify the Licensor and keep the Licensor indemnified against all losses, claims, demands, actions, proceedings, damages, costs, expenses or other liability in any way arising from:
3.25.1 this agreement;
3.25.2 any breach of the Licensee's undertakings contained in clause 3; and/or
3.25.3 The exercise of any rights given in clause 2; and
3.26 to pay to the Licensor interest on the Licence Fee or other payments at the rate of 5% per annum above the base rate of NatWest Bank PLC from time to time calculated on a daily basis from the due date until payment if the Licensee shall fail to pay the Licence Fee or any other payments due under this licence when due (whether formally demanded or not).
4 The Licensor's Right of Entry
The Licensor may enter the Office at any time without notifying the Licensee (and if necessary the Licensor may break the lock to gain entry) for the purposes of ascertaining whether the terms of this agreement have been complied with.
5.1 The right to use the Office granted by this agreement shall end:
5.1.1 Immediately on the Licensor giving notice to the Licensee at any time of breach of any of the obligations of the Licensee contained in clause 3.
5.1.2 On not less than  days notice given by the Licensor to the Licensee or by the Licensee to the Licensor.
5.2 Termination is without prejudice to the rights of either party in connection with any antecedent breach of any obligation subsisting under this agreement.
5.3 On termination the Licensee must promptly remove all its property from the Office and Building and, if the Licensee leaves any furniture or property or goods belonging to the Licensee in the Office after such termination, the Licensor may treat such property as having been abandoned and may remove destroy or otherwise dispose of it as the Licensor in its absolute discretion thinks fit and the Licensee shall pay to the Licensor on demand the cost of the Licensor in doing so and the Licensee shall indemnify the Licensor against any and all resulting liability.
6.1 Any notice or other communication required to be given under this agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery, or by commercial courier, to each party required to receive the notice or communication as set out below:
6.1.1 To the Licensor: to the Building Address shown in the Licence Particulars
To the Licensee: to the address specified in the Licence Particulars
or as otherwise specified by the relevant party by notice in writing to each other party.
6.2 Any notice or other communication shall be deemed to have been duly received:
6.2.1 if delivered personally, when left at the address and for the contact referred to in this clause 6; or
6.2.2 if sent by pre-paid first-class post or recorded delivery, at 9.00 am two business days from the date of posting; or
6.2.3 if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
6.3 For the purposes of this clause 6:
6.3.1 all times are to be read as local time in the place of deemed receipt; and
6.3.2 if deemed receipt under this clause 6 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), the notice or other communication is deemed to have been received when business next starts in the place of receipt.
6.4 A notice or other communication required to be given under this agreement shall not be validly given if sent by e-mail.
6.5 The provisions of this clause 6 shall not apply to the service of any proceedings or other documents in any legal action.
7 No warranties for use or condition
7.1 The Licensor gives no warranty that the Office possesses the Necessary Consents for the Permitted Use.
7.2 The Licensor gives no warranty that the Office is physically fit for the purposes specified in clause 2.
8 Limitation of liability of licensor
8.1 Subject to clause 8.2, the Licensor is not liable for:
8.1.1 the death of, or injury to the Licensee, its employees, customers or invitees to the Property; or
8.1.2 damage to any property of the Licensee or that of the employees of the Licensee, customers or other invitees to the Office or the Building; or
8.1.3 any losses, claims, demands, actions, proceedings, damages, costs or expenses or other liability incurred by the Licensee or the employees of the Licensee, customers or other invitees to the Office or the Building in the exercise or purported exercise of the rights granted by clause 2.
8.2 Nothing in clause 8.1 shall limit or exclude liability the Licensor for:
8.2.1 death or personal injury or damage to property caused by negligence on the part of the Licensor or its employees or agents; or
8.2.2 any matter in respect of which it would be unlawful for the Licensor to exclude or restrict liability.
9 Rights of third parties
A person who is not a party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
10 Governing law
10.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10.2 The parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Rights granted to licensee
1 The right for the Licensee to use during the Designated Hours:
1.1 Such parts of the Common Parts for access to and egress from the Office.
1.2 The Service Media serving the Office.