Software Licence

THIS LICENCE is dated 2025

Parties

Honne Technologies Ltd incorporated and registered in Northern Ireland with company number NI703624 whose registered office is at 37 Letter Road, Aghnablaney, Leggs, Enniskillen, Fermanagh, United Kingdom, BT93 2BB (the Supplier).
[∙] incorporated and registered in [∙] with company number [∙] whose registered office is at [∙] (the User).

Background

The Supplier is the entire legal and beneficial owner and licensor of the Software (as defined below) products and is willing to license the User to use the software.

Agreed Terms

Interpretation
The definitions and rules of interpretation in this clause apply in this Agreement.

Acceptance Date

the date on which the User is deemed to have accepted the Software under clause Error! Reference source not found..

Affiliate

includes, in relation to either party, each and any subsidiary or holding company of that party and each and any subsidiary of a holding company of that party

Business Day

a day other than a Saturday, Sunday or public holiday in Northern Ireland when banks in Belfast are open for business.

Business Hours

the period from 9.00 am to 5.00 pm on any Business Day.

Data Protection Legislation

all laws (whether of the UK or any other jurisdiction) relating to the use, protection and privacy of personal data (as defined in the United Kingdom General Data Protection Regulation ((EU) 2016/279) enacted by the Data Protection Act 2018) (including, without limitation, the privacy of electronic communications) from time to time applicable to the Business.

Fee

the total licence fee payable by the User to the Supplier under clause 5.

Intellectual Property Rights

patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and rights in domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Maintenance Release

release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version.

New Version

any new version of the Software which from time to time is publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product.

Onboarding Fee

means [●].

Onboarding Period

has the meaning set out in clause (3.1.1).

Open-Source Software

any software programs which are licensed under any form of open-source licence meeting the open source initiative's open source definition from time to time.

Purpose

means the use of the software as a third party booking provider in the hospitality sector.

Site

the premises from which the User carries out its business as stated above or as notified to the Supplier in writing from time to time.

Software

[means Honne Technologies V1 2025 and any subsequent Maintenance Releases and New Versions which the Supplier owns and provides to the User during the subsistence of this Agreement]

Source Code Materials

the source code of the Software, and all technical information and documentation required to enable the User to modify and operate it.

[Specification

the document detailing the specification of the Software which forms Schedule 1.]

Term

means the Onboarding Period. The Trial Period and the Service Period (as the case may be).

Trial Period

has the meaning given to it in clause 3.1.2.

Vulnerabilities

A weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006
Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
Unless the context otherwise requires:
words in the singular include the plural and in the plural include the singular;
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
a reference to one gender includes a reference to the other genders; and
any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the schedules or appendices, the provision in the body of this Agreement shall take precedence.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.
The Schedules and Annexes form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules and Annexes.
A reference to writing or written includes email.
Licence
In consideration of the Fee paid by the User to the Supplier, receipt of which the Supplier hereby acknowledges, the Supplier grants to the User a non-exclusive licence for use of the Software, for which the term will be split into the following time periods:
Onboarding Period: The Supplier grants to the User a non-exclusive licence to use the Software for an initial time period of one month as an onboarding period (Onboarding Period). The purpose of the Onboarding Period is for the User to liaise with the Supplier to provide all information the Supplier requires in order to create a package for the user, including but not limited to logos, images, description of services, prices, [variants], availability, locations etc. There is no commitment to continue with use of the licence following expiry of the Onboarding Period, however if either party wishes to terminate at the end of the Onboarding Period the terminating party must provide the other with one weeks’ written notice of their intention. An Onboarding Fee will be payable at the beginning of this period.
Trial Period: Following the expiry of the Onboarding Period and provided no notice to terminate the Agreement has been provided by either of the Parties, the Supplier automatically grants to the User a non-exclusive licence to use the Software for the purpose of a trial period of a further two months, commencing on the date of expiry of the Onboarding Period (Trial Period). The Trial Period will be used to allow the user the opportunity to experience the full operational works of the Software and to notify the Supplier of any changes they wish to be made in the package or any issues with the Software. Following the expiry of the Trial Period, the User has the right to terminate the Agreement in accordance with clause 13.2 of this Agreement.
following expiry of the Trial Period and provided no notice to terminate the Agreement has been provided by either of the Parties, the Supplier automatically grants to the User a non-exclusive licence to use the Software for a term of one year, commencing on and including the date of expiry of the Trial Period, to use the Software (the Service Period).
The Service Period will be a rolling term, renewing on an annual basis. Unless a Termination Notice has been provided by either party to terminate this Agreement, on one months written notice on expiry of the term, the Agreement will automatically renew for a period of one year on the same terms as this Agreement.
In relation to scope of use:
for the purposes of clause 2.1, use of the Software shall be restricted to use of the Software for the purpose to process the User's data for the normal business purposes of the User (which shall not include allowing the use of the Software by, or for the benefit of, any person other than an employee or customer of the User whom the User will be vicariously liable for);
the User may not use the Software other than as specified in this Agreement (including clause 2.1 and clause 2.2.1) without the prior written consent of the Supplier, and the User acknowledges that additional fees may be payable on any change of use approved by the Supplier, including in accordance with clause 2.8.3;
the User may make backup copies of the Software as may be necessary for its lawful use. The User shall record the number and location of all copies of the Software and take reasonable steps to prevent unauthorised copying; and
except as expressly stated in this clause 2, the User has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part except to the extent that any reduction of the Software to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software with the operation of other software or systems used by the User, unless the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the User shall request the Supplier to carry out such action or to provide such information (and shall meet the Supplier's reasonable costs in providing that information) before undertaking any such reduction.
The User may not use any such information provided by the Supplier or obtained by the User during any such reduction permitted under clause 2.2.4 to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it.
The User shall not without the prior written consent of the Supplier, such consent not to be unreasonably withheld or delayed during the Term:
sub-license, assign or novate the benefit or burden of this licence in whole or in part;
allow the Software to become the subject of any charge, lien or encumbrance;
deal in any other manner with any or all of its rights and obligations under this Agreement, or
use the Software other than on the designated equipment as specified by the Supplier. For the purposes of this clause 2.4.4 "use of the Software" means (in addition to the conditions set out in clause 2.2.1) loading the Software in temporary memory or permanent storage on the designated equipment, provided that installation on a network server for distribution to the designed equipment is not "use" if the Software is licensed under this Agreement for use on each designated equipment to which the Software is distributed.
The Supplier may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the User.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Notwithstanding clause 6, a party assigning any or all of its rights under this Agreement may disclose to a proposed assignee any information in its possession that relates to this Agreement or its subject matter, the negotiations relating to it and the other party which is reasonably necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 2.7 shall be made until notice of the identity of the proposed assignee has been given to the other party.
The User shall:
keep a complete and accurate record of the User's copying and disclosure of the Software and its users, and produce such record to the Supplier on request from time to time;
notify the Supplier as soon as it becomes aware of any unauthorised use of the Software by any person;
pay, for broadening the scope of the licences granted under this licence to cover the unauthorised use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the rate provided for in clause 5.4, from such date to the date of payment.
The User shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that the User is complying with the terms of this licence, provided that the Supplier provides reasonable advance notice to the User of such inspections, which shall take place at reasonable times.
It is the User’s responsibility to ensure its equipment (computer, laptop, netbook, tablet or other device) meets all of the necessary technical specifications to enable the User to access and use the Software and is compatible with the Software.
The User must ensure that any registration details which it provides to the Supplier through use of the Software are accurate and up to date , including the information the User requires to be used and integrated into the Software (such as pricing updates, room availability etc). If the User chooses a log-on ID (such as a username and password or other identifier) as part of the Supplier’s security procedures, the User must treat such information as confidential and must not reveal this information to any third party. The User is responsible for all activities that occur under its log-on ID and must notify the Supplier immediately of any unauthorised use or other security breach which it becomes aware of. The Supplier reserves the right to disable any log-on ID, at any time, if in the Supplier’s opinion, the User has failed to comply with any of the provisions of this Agreement or if any of the details provided for the purposes of registering for use of the Software as a User prove to be false.
Accounts, passwords and security
Users do not need an account to access the Software, but the User may need an account to use certain functionality of the Software. Each individual User may only have one account on the Software (whether this is its own account, or part of a shared account type, like a family account). The User’s account is non-transferrable and may not be sold, accessed by, combined or otherwise shared with anyone else.
The Supplier may immediately terminate the User’s account if the Supplier determines that the User has breached any part of the terms of this Agreement, including:
allowing any third party to access or use the User’s account; and/or
committing fraud or falsifying information in connection with the User’s use of the Software or in connection with the User’s account on the Software;
If either Party terminates the User’s account, then the Supplier may, without limitation:
cancel any pending, current or future promotional account credits and any unredeemed vouchers in the User’s account; and
disallow or prevent the User from joining under a new account unless the Supplier formally invites the User to do so.
The Supplier reserves the right to hold the User liable for any and all damages caused by the User’s conduct, to pursue legal action through relevant local and national law enforcement authorities and to notify the User’s internet service provider of any fraudulent activity which the Supplier associates with the User or the User’s use of the Software.
Maintenance releases

5.1. The Supplier will provide the User with all Maintenance Releases generally made available to its Users. The User shall install all Maintenance Releases as soon as reasonably practicable after receipt, the Supplier will not be held liable for any issues that result from the User’s failure to install/update any Maintenance Releases.

5.2. The Supplier reserves the right to amend the form of the Software, and the User will be deemed to have accepted the amended Software upon continued use of the Software unless the User services a notice to terminate the Agreement. The Supplier may change the format and content of the Software from time to time. The User agrees that its use of the Software is on an ‘as is’ and ‘as available’ basis and is at the User’s sole risk.

Fees
The User shall pay to the Supplier licence fees on the basis of the instalments detailed below:
the User shall pay to the Supplier £[∙] on signature of this licence as an onboarding fee (Onboarding Fee);
the User shall pay to the Supplier £[●] on the date the Trial Period begins; and
following expiry of the Trial Period, following the Onboarding Period, the User shall pay to the Supplier £[∙], which is the fee to be paid for the Term, with the first payment due on the date exactly 3 months from the date of commencement of the Term, being the date on which the Trial Period expires. For the avoidance of doubt, the payment dates of the quarterly fee are detailed below:
£[∙] on [∙], being the first quarterly fee;
£[∙] on [∙], being the second quarterly fee;
£[∙] on [∙], being the third quarterly fee; and
£[∙] on [∙], being the fourth quarterly fee.
The User will pay the Supplier all amounts due under this agreement in full, in Sterling, to an account specified by the Supplier in writing from time to time.
The User can set up SMS alerts to be sent to the User’s mobile phone each time a booking has been made using the Software. Fees associated with the SMS alerts are incidental on top of the Quarterly Fee paid by the User for use of the Software.
All payments made by the User under this Agreement are exclusive of VAT. The Supplier shall provide the User with a valid VAT invoice. The User shall pay any stamp duties or similar transfer taxes imposed on the supplies made under this Agreement and shall reimburse the Supplier for any such stamp duties or similar transfer taxes paid by the Supplier. All sums payable under this Agreement are exclusive of VAT or any relevant local sales taxes, for which the User shall be responsible. If the User is required to make any deduction for or on account of tax from any payment due under this Agreement (Tax Deduction):
The User shall account to the relevant tax authority for such Tax Deduction and shall provide evidence to the Supplier that it has so accounted.
The amount of the payment due under this Agreement shall be increased so that the Supplier receives an amount equal to the amount that would have been received by it, had the User not been required to make any Tax Deduction.

The User and the Supplier shall co-operate to minimise the amount of any Tax Deduction. If following the making of a Tax Deduction, the Supplier determines in its sole discretion and acting in good faith that it has received and retained any credit, relief or other benefit as a result of the Tax Deduction, the Supplier shall pay such amount to the User as the Supplier determines in its sole discretion and acting in good faith would leave the Supplier in the same position as if the User had not been required to make any Tax Deduction.

If the User fails to make any payment due to the Supplier under this Agreement by the due date for payment, then the User shall pay interest on the overdue amount at the rate of 4% per annum above Bank of Ireland's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The User shall pay the interest together with the overdue amount.
Confidentiality and publicity
Each party undertakes that it shall not at any time during the Term, and for a period of two years after termination or expiry of this Agreement, disclose to any person any confidential information concerning the business, assets, affairs, Users, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 6.2.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors, subcontractors or professional advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 6; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
No party may use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Warranties and Obligations
In supplying the Software, the Supplier shall during the Term:
maintain and operate the Software to enable the User to provide their service to the User’s customer for the Term;
provide such services as is necessary to the User to enhance use of the Software, any additional services to be specified on a case by case basis with the User and on terms agreed between the parties pursuant to separate specific letters of engagement and commercial terms;
perform the service of the provision of the Software with all due care and diligence and with the skill expected of a reputable service provider experienced in services comparable with those to be carried out under the terms of this agreement;
ensure that all materials, standards and techniques used in providing the Software are of satisfactory quality and are fit for purpose; and
comply with all applicable laws, statutes, regulations and codes from time to time in force, including but not limited to the Data Protection Legislation. Provided that Honne shall not be liable under this agreement if, as a result of such compliance, it is in breach of any of its obligations under this agreement.
Honne warrant the performance of the obligations set out above, save to the extent that Honne is not in breach of any warranty provided, where Honne’s non-compliance is caused as a result of the action (or inaction as the case may be) of the User, its employees, contractors or the User’s customers.
Honne:
Save for and without limiting the warranties set out above, provides no warranty that:
The User’s use of the Software will be uninterrupted or error-free;
that the Software or the information obtained by the User throughout the duration of this agreement, will meet the User’s requirements and the User acknowledges and accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been develop solely to meet the individual requirements of the User;
the Software will be free from Vulnerabilities; and
all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Save for and without limiting the warranties set out above above, Honne is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and the grid, and the Company acknowledges that the Software may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
User agrees to provide accurate and up to date information, and to notify the Supplier of any new information that would be useful to improve the service during the Term.
All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
Limits of liability
Except as expressly stated in clause 8.2:
the Supplier shall not in any circumstances have any liability for any losses or damages which may be suffered by the User (or any person claiming under or through the User), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
special damage even if the Supplier was aware of the circumstances in which such special damage could arise;
loss of profits;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
loss or corruption of data;
wasted expenditure,

provided that this clause 8.1.1 shall not prevent claims for loss of or damage to the User's tangible property that fall within the terms of clause 8.1.2 or any other claims for direct financial loss that are not excluded by any of categories (8.1.1.1) to (8.1.1.6) inclusive of this clause 8.1.1;

the Supplier shall not be liable for any delay, loss or damage caused due to circumstances beyond its reasonable control including, without limitation, computer bugs or viruses, any computer failure, any delay or non-availability of the internet or any electronic or telephone communication system, power cuts or outages.
the total liability of the Supplier, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to the Fee due at the time any claim is made; and
the User agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement.
The exclusions in clause 7.5 and clause 8.1 shall apply to the fullest extent permissible at law, but the Supplier does not exclude liability for:
death or personal injury caused by the negligence of the Supplier, its officers, employees, contractors or agents;
fraud or fraudulent misrepresentation;
breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
any other liability which may not be excluded by law.
All dates supplied by the Supplier for the delivery of the Software shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.
The Supplier will use reasonable endeavours to ensure the Software is available 24 hours a day, 7 days a week. However, the Supplier will not be liable if, for any reason, the Software is not available at any time or for any period.
All references to "the Supplier" in this clause 8 shall, for the purposes of this clause and clause 19 only, be treated as including all employees, subcontractors and suppliers of the Supplier and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause, in accordance with clause 19.
External links
The Software may, from time to time, include links to external sites, which may include links to third-party offers and promotions. The Supplier includes these third-party links to provide the User with access to information, products or services that the User may find useful or interesting. The Supplier is not responsible for the content of these sites or for anything provided by them and does not guarantee that the sites will be continuously available. The fact that the Supplier includes links to such external sites does not imply any endorsement of, or association with, the third-party operators or promoters.
Intellectual property rights
The User acknowledges that all Intellectual Property Rights in the Software and any Maintenance Releases belong and shall belong to the Supplier and the User shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement for the purpose during the Term.
The User will retain ownership of all Intellectual Property Rights that it contributes to the Software.
The User grants to the Supplier a worldwide, revocable, royalty-free, non-exclusive, non-assignable and sublicensable right to use the Intellectual Property Rights relating to the Software, belonging to the User for the purpose of use within the Software, as well as reasonable use outside of the Software as detailed below;
[∙]
The Supplier shall defend the User against any claim that the User's use of the Software in accordance with this Agreement infringes any Intellectual Property Rights of a third party (Claim) and shall indemnify the User for any amounts awarded against the User in judgment or settlement of such Claim. For the avoidance of doubt, clause 10.4 shall not apply where the Claim in question is attributable to possession or use of the Software (or any part thereof) by the User other than in accordance with the terms of this Agreement, use of the Software in combination with any hardware or software not supplied or specified by the Supplier if the infringement would have been avoided by the use of the Software not so combined, or use of a non-current release of the Software.
If any third party makes a Claim, or notifies an intention to make a Claim against the User, the Supplier's obligations under clause 10.4 are conditional on the User:
as soon as reasonably practicable, giving written notice of the Claim to the Supplier, specifying the nature of the Claim in reasonable detail;
not making any admission of liability, Agreement or compromise in relation to the Claim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, withheld or delayed);
giving the Supplier and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the User, so as to enable the Supplier and its professional advisers to examine them and to take copies (at the Supplier's expense) for the purpose of assessing the Claim; and
subject to the Supplier providing security to the User to the User's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as the Supplier may reasonably request to avoid, dispute, compromise or defend the Claim.
If any Claim is made, or in the Supplier's reasonable opinion is likely to be made, against the User, the Supplier may at its sole option and expense:
procure for the User the right to continue to use the Software (or any part thereof) in accordance with the terms of this Agreement;
modify the Software so that it ceases to be infringing;
replace the Software with non-infringing software; or
terminate this Agreement immediately by notice in writing to the User and refund any of the Fee paid by the User as at the date of termination (less a reasonable sum in respect of the User's use of the Software to the date of termination) on return of the Software and all copies thereof,

provided that if the Supplier modifies or replaces the Software, the modified or replacement Software must comply with the warranties contained in clause 7.1 and the User shall have the same rights in respect thereof as it would have had under those clauses had the references to the date of this Agreement been references to the date on which such modification or replacement was made.

This clause 10 constitutes the User's exclusive remedy and the Supplier's only liability in respect of Claims and, for the avoidance of doubt, is subject to clause 8.1.
Data protection

Details of the Supplier’s data processing agreement and how the Supplier handles sensitive data is appended to the Agreement within Schedule 2. The Supplier’s data protection policy and privacy policy forms part of this Agreement. Unfortunately, the transmission of information via the internet is not completely secure. The Supplier does its best to protect the User’s personal information but cannot guarantee the security of any User data transmitted to it, even if there is a special notice that a particular transmission is encrypted. Any transmission of information is at the User’s own risk.

Termination
Once the Onboarding Period has expired. There is no commitment from the User to continue with use of the licence after the Onboarding Period and the Agreement can be terminated by the User by providing one weeks’ written notice.
Should either party wish to terminate at the end of the Trial Period, they must provide one weeks’ written notice of termination.
During the Term of the Agreement, without affecting any other right or remedy available to it, either party may terminate this Agreement with by giving 14 days written notice to the other party if:
the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.3.3 to clause 12.3.10 (inclusive);
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy; or
there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
On termination for any reason:
all rights granted to the User under this Agreement shall cease;
the User shall cease all activities authorised by this Agreement;
the User shall immediately pay to the Supplier any sums due to the Supplier under this Agreement; and
the User shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement including clause 1, clause 6, clause 7 (except clause 7.1), clause 8, clause 12 shall remain in full force and effect.
Waiver
A waiver of any right or remedy is only effective if given in writing.
A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Entire Agreement
This Agreement, the schedules and the documents annexed as appendices to this Agreement or otherwise referred to herein contain the whole Agreement between the parties relating to the subject matter hereof and supersede all previous and contemporaneous Agreements, arrangements and understandings between them, whether written or oral, relating to that subject matter.
Each party acknowledges that, in entering into this Agreement and the documents annexed to it, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to this Agreement or not) (Representation) other than as expressly set out in this Agreement or those documents.
Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract.
Nothing in this clause shall limit or exclude any liability for fraudulent misrepresentation.
Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Severance
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
If any provision or part-provision of this Agreement is deemed deleted under clause 17.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed and delivered constitutes a duplicate original, but all the counterparts together constitute the one Agreement.

Third-party rights
This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
No partnership or agency
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Force majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing shall excuse the User from any payment obligations under this Agreement.

Notices
Any notice given to a party under or in connection with this contract shall be in writing and shall be:
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
sent by email to the following addresses (or an address substituted in writing by the party to be served):
Supplier: team@honne.io
User: [∙]
Any notice shall be deemed to have been received:
if delivered by hand, at the time the notice is left at the proper address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.
Governing law and jurisdiction
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 Northern Ireland.
The parties irrevocably agree that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This licence Agreement has been entered into on the date stated at the beginning of it.