# SOFTWARE LICENCE AGREEMENT
## Status and scope
This fictional software licence is made on 7 June 2027 between Harbour Logic Systems Limited, company number 13240819, of 18 Quayside Court, Bristol BS1 5HL (the Licensor), and Westmere Cold Storage Limited, company number 07482106, of 40 Avon Trading Estate, Gloucester GL1 5SR (the Licensee). It concerns the hosted application FrostRoute 3.6, which assists with route planning and temperature-log review. It is a worked example, not advice. The parties must check ownership, third-party and open-source terms, UK GDPR roles, security standards, export controls, accessibility, tax and any safety-critical use. FrostRoute is decision-support software and does not replace a qualified transport, food-safety or engineering judgment.
## 1. Definitions and grant
Authorised User means a named employee of the Licensee or its wholly owned subsidiary Westmere Distribution Limited who needs the application for the Permitted Business and is bound by confidentiality duties. Business Day means a day other than Saturday, Sunday or an English bank holiday. Business Hours means 08:00 to 18:00 on a Business Day. Contract Year means each 12-month period beginning on 1 July and each anniversary of that date during the Term. Documentation means the online administrator and user guides dated 7 June 2027. Licensee Data means information uploaded by or for the Licensee, including route, vehicle and temperature records. Permitted Business means the Licensee's internal management of refrigerated storage and deliveries in Great Britain. Service means FrostRoute hosted by the Licensor in the United Kingdom. Term means 1 July 2027 to 30 June 2030, renewing for one-year periods unless notice is given.
Subject to payment and compliance, the Licensor grants a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service in Great Britain for the Permitted Business. The licence permits 40 named users, one production tenant and one test tenant. The Licensee may make reasonable screenshots and exports for internal records and one encrypted backup of Documentation. It may allow a contracted cold-chain auditor to view reports for the Permitted Business, but that access is not a sublicense and the Licensee remains responsible for the auditor.
The Licensee must not resell, rent, provide bureau services, publish, copy the application, share credentials, remove notices, circumvent access controls, reverse engineer or decompile except to the extent the law permits and only after complying with statutory conditions. It must not use the Service to train a competing model, test another person's security without permission, or expose it on a public network. Nothing restricts a non-excludable statutory right.
## 2. Ownership, data and configuration
The Licensor and its licensors retain all rights in FrostRoute, its code, interfaces, manuals, trade marks, models, configurations, know-how and improvements. The Licensee retains its systems, business methods and Licensee Data. No implied assignment or ownership transfer occurs. The Licensor may use Licensee Data only to provide, secure, support and improve the Service and to produce aggregate statistics that do not identify the Licensee or an individual. The parties will sign the data-processing schedule before personal data is uploaded; it identifies the Licensee as controller and the Licensor as processor for the relevant processing.
The Licensor will provide standard configuration of three routes, four user roles and two report templates. A change requested by the Licensee is effective only through a written change order stating scope, fee and date. The Licensor owns reusable tools and generic improvements, while the Licensee owns its reports and retains them in CSV format. The Licensee warrants that its instructions and data are lawful, accurate enough for their purpose, and free of malware.
## 3. Delivery, acceptance and support
The Licensor will issue secure credentials and provide Documentation by 1 July 2027. The Licensee has 10 Business Days to test the five acceptance items in Schedule 1. A material failure prevents a documented core function from operating in the test tenant. The Licensee must give evidence and a reasonable chance to correct it. If a core failure remains after two correction attempts, it may reject that item and receive the pro-rata share of the one-off implementation fee allocated to it. The fee is £15,000 and each of five items is allocated £3,000; rejection of two failed items therefore gives a £6,000 refund, not a £15,000 refund.
Support is available 08:00 to 18:00 Monday to Friday, excluding English bank holidays. The Licensor acknowledges a Critical Incident within one hour, a High Incident within four Business Hours and a Standard Incident within two Business Days. It will give four-hourly updates for a Critical Incident. Planned maintenance notified at least three Business Days before it begins is excluded from those targets. These are service targets, not a guarantee that the Service will never be unavailable.
## 4. Fees, records and audit
The Licensee pays the one-off implementation fee of £15,000 plus VAT on signature, due within 30 days of invoice. The annual licence fee for 40 users is £36,000 plus VAT, payable quarterly in advance at £9,000 per quarter. Additional users cost £45 plus VAT per user per month. A user added on 15 September and retained through September costs £45 for that month; the Licensee must not evade the limit by sharing accounts. The Licensor may increase the annual fee from 1 July 2029 by the lower of 5% or the percentage rise in CPI, with 60 days' notice.
The Licensor may audit user records once per Contract Year on 10 Business Days' notice through an independent auditor bound by confidentiality. If an audit shows more than 5% excess users, the Licensee pays the shortfall for the preceding 12 months at the applicable rate and reasonable audit cost. The Licensee retains usage and payment records for six years. Undisputed invoices overdue by 15 days may lead to suspension after five Business Days' written warning; access must be restored promptly after payment.
## 5. Warranties, security and infringement
The Licensor warrants that it has authority to grant the licence, the Service will materially conform to Documentation when used as directed, and it will perform with reasonable skill and care. The exclusive conformity remedy is correction or, if correction is not reasonably possible within 30 days, a pro-rata refund for the affected period. The Licensor does not warrant that the Service is error-free, meets an unstated requirement or prevents every attack. The Licensee remains responsible for checking route and temperature decisions.
The Licensor will maintain encryption in transit and at rest, role-based access, multi-factor authentication for administrators, malware protection, tested daily backups and vulnerability management appropriate to the Service. Each party will notify the other without undue delay after confirming a security incident affecting the other's information, cooperate with investigation, and preserve evidence. Personal-data incidents are handled under the processing schedule and UK GDPR.
The Licensor will defend a third-party claim that permitted use of the Service in Great Britain infringes copyright or a registered trade mark and pay final damages or an approved settlement, provided prompt notice, control of defence and cooperation are given. It may procure continued use, modify or replace the affected part without materially reducing functionality, or terminate the affected licence and refund prepaid unused fees. The protection does not cover an unauthorised modification, combination, Licensee Data, use outside scope or continued use after notice. The Licensee will defend a claim caused by unlawful data, instructions or use outside clause 1 on equivalent notice and cooperation terms.
## 6. Confidentiality and liability
Confidential Information includes source code, credentials, security reports, prices, customer information, route data, plans and non-public business information. A recipient may use it only for this agreement, disclose it to people who need to know and are bound by equivalent duties, and protect it with reasonable technical and organisational measures. Exclusions apply to information public without breach, already known, independently developed or lawfully received. Compelled disclosure is allowed where required by law and, where lawful, after notice. Source code and trade secrets remain protected while confidential; other confidentiality lasts five years after disclosure.
Nothing limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, infringement indemnity obligations, or liability that law will not permit to be limited. Subject to that, aggregate liability in a Contract Year is capped at £180,000. Liability for unpaid fees and deliberate misuse of Confidential Information is capped at £360,000. Neither party is liable for lost profit, revenue, goodwill or anticipated savings to the extent lawful, but this does not limit an express payment, refund or indemnity.
## 7. Termination and exit
Either party may terminate for a material breach not remedied within 30 days, insolvency, or repeated non-payment. The Licensor may suspend for serious security risk or unlawful use immediately while limiting the suspension and giving reasons. Either party may give 90 days' notice before the end of the initial Term or a renewal year. On termination, the licence ends; the Licensee stops using FrostRoute, pays accrued fees, and returns or deletes Licensor materials except one legally required archival copy.
For 60 days after termination, the Licensor will provide export assistance at £95 per hour plus VAT. It will make Licensee Data available in CSV format, subject to security and lawful deletion. The Licensor deletes remaining personal data in accordance with the processing schedule. Ownership, accrued payment, confidentiality, data protection, liability, infringement and dispute clauses survive as necessary.
## 8. General, notices and signatures
This agreement and Schedule 1 are the entire agreement and override conflicting purchase-order boilerplate. A variation must be signed in writing. Assignment is prohibited except to a successor acquiring substantially all of a party's relevant business and assuming its obligations. No partnership, agency or employment relationship is created. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. Notices go to legal@harbourlogic.example.test or legal@westmerecold.example.test and are deemed received under the email and Business Day rules in Schedule 2. English is the controlling language.
The parties will first refer a dispute to Amelia Frost, Licensor operations director, and Ravi Shah, Licensee finance director, for a meeting within ten Business Days, without preventing urgent injunctive relief. The agreement and non-contractual obligations are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Signed for Harbour Logic Systems Limited by Amelia Frost, Operations Director, on 7 June 2027:
Signature: ______________________________
Signed for Westmere Cold Storage Limited by Ravi Shah, Finance Director, on 7 June 2027:
Signature: ______________________________
Schedule 1 — Acceptance tests: import a non-personal CSV of 1,200 route records; create a route and calculate a timetable; produce a temperature exception report; add and disable a named user; export a report to CSV and restore the test tenant from the documented backup. Each test passes when the stated result is produced without a Critical Incident.
Schedule 2 — Notice addresses and software notice: notices are also sent to the registered offices above. FrostRoute includes the MIT-licensed Alder parser and Apache-2.0 licensed Northstar chart component; their notices must remain visible and their separate licence terms continue to apply.