Date: 24 November 2024
(A) The Licensor has developed and operates:
(B) The Licensee wishes to access and use Immigo and Immiguru for its own internal business purposes.
(C) The Licensor is willing to grant a trial licence to the Licensee to use Immigo and Immiguru and this Agreement sets out the terms of such licence.
1.1 In this Agreement (except where the context otherwise requires), the following words and expressions shall have the following meanings:
In this Agreement (unless the context requires otherwise):
1.1.1 the singular shall include the plural and vice versa;
1.1.2 a reference to one gender shall include all other genders;
1.1.3 any reference to persons includes a natural person, partnership, company, body corporate, association, organisation, government, state, foundation and trust (in each case whether or not having separate legal personality);
1.1.4 any phrase introduced by the terms include, including, particularly or in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.1.5 any reference to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;.
Headings in this Agreement are included for convenience only and do not affect the interpretation of this Agreement
2.1 Subject to the Licensee's compliance with the terms of this Agreement, the Licensor grants to the Licensee a revocable, non-exclusive, non-transferable licence for the
3.1 No Fees shall be payable for the 14 day free trial period.
4.1The Fees do not include value added tax (VAT) which shall be payable in addition by the Licensee in the manner and rate from time to time prescribed by law, subject to delivery by Licensor of a valid VAT invoice.
4.2All sums payable under this Agreement are due within thirty (30) days after the date of delivery of an invoice. If any sum payable to the Licensor by the Licensee is not paid by the due date, the Licensor may suspend performance of its obligations and all rights granted to the Licensee in this Agreement and/or charge interest on any sums due (after as well as before any judgement) from the last date for payment of that sum to the date of actual payment.
5.1 The Licensor shall deliver to the Licensee the usernames and passwords required to access and use Immigo and Immiguru at the address or email address specified in clause 17 (Notices).
5.2 The Licensee shall:5.2.1 ensure that passwords are kept confidential;
5.2.2 notify the Licensor if any password becomes compromised; and
5.2.3 notify the Licensor if any employee issued with a password leaves its employment.
5.3 The Licensee agrees that it shall operate Immigo and Immiguru on a "standards" conforming browser, where the "standards" are the CSS 2.1 specification and the HTML4 and ECMA262 standards. In practice this means Internet Explorer 9 or any recent version of Firefox, Chrome, Safari or Opera. The Licensor shall not be responsible for any failure or deficiency in Immigo and Immiguru if it is run on a non-"standards" conforming browser.
5.4 The Licensor shall not be responsible for the inability of the Licensee to access or use Immigo and/or Immiguru due to any failure or deficiency of any equipment used by the Licensee to access Immigo and Immiguru or due to any lack of a functioning internet connection.
5.5 Upon thirty (30) days' written notice the Licensor may audit the Licensee’s use of Immigo and/or Immiguru. The Licensee shall cooperate with the Licensor's audit and provide reasonable assistance and access to information. The Licensee shall pay within thirty (30) days of written notification any fees applicable to its use of Immigo and/or Immiguru is (or has been) in excess of the rights granted pursuant to this Agreement. The Licensee shall pay the reasonable costs of such audit if the audit reveals that the Licensee has exceeded the licence rights granted. The Licensor shall not be responsible for any of the Licensee’s costs incurred in cooperating with the audit.
5.6 Immigo may include functionality that allows the Licensee to create User Accounts. Immigo may also offer online portal functionality that allows the Licensee to offer holders of User Accounts the ability to access Immigo directly from the Licensee's website. The right of any holder of a User Account to access and to use Immigo is subject always to their agreement to the relevant terms and conditions governing such access and use, which the Licensee is responsible for procuring.
5.7 If the Licensee creates any User Account it shall:
5.7.1 notify the holder of the User Account that their right to access and to use Immigo is subject always to their agreement to the relevant terms and conditions governing such access and use;
5.7.2 not allow it to be used by more than one individual;
5.7.3 ensure each holder of a User Account has a secure password and keeps it confidential; and
5.7.4 maintain a written, up-to-date record of the inidivudal associated with the User Account and provide such record to the Licensor within two (2) working days of the Licensor's written request.
6.1 The Licensee shall not permit any third party to use Immigo and/or Immiguru or itself use Immigo and/or Immiguru on behalf of or for the benefit of any third party by way of trade or otherwise (including without limitation to provide a data processing or database bureau service) unless as expressly agreed under the terms of this Agreement. The Licensee shall not assign transfer, sell, lease, rent, charge or otherwise deal in or encumber Immigo and/or Immiguru.
6.2 The Licensee shall follow all reasonable instructions given from time to time by the Licensor with regard to the use of Immigo and Immiguru.
6.3 The Licensee shall:
6.3.1 ensure that the number of persons accessing Immigo and Immiguru does not exceed the number of users specified in schedule 2 and shall comply with any other restrictions in schedule 2; and
6.3.2 keep a complete and accurate record of the Licensee's copying and use of Immigo and Immiguru, and produce such record to the Licensor on request from time to time.
6.4 The Licensee shall not (nor attempt to) translate, reverse engineer, decompile, disassemble, modify or adapt Immigo or Immiguru for any purpose nor arrange to create derivative works based on Immigo or Immiguru.
6.5 The Licensee shall not make for any purpose (including for error correction) any alterations, modifications, additions or enhancements to Immigo or Immiguru nor permit the whole or any part of Immigo or Immiguru to be combined with or become incorporated in any other program.
6.6 The Licensee shall not permit any virus or malicious code to be introduced to Immigo or Immiguru.
7.1 The Licensee shall own all right, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Licensee Data.
7.2 The Licensor shall follow its archiving procedures for Licensee Data as set out in its Back-Up Policy available from the Licensor on request, as such document may be amended by the Licensor in its sole discretion from time to time. In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with the archiving procedure described in its Back-Up Policy. The Licensor shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub-contracted by the Licensor to perform services related to Licensee Data maintenance and back-up).
7.3 The Licensor shall comply with its Privacy and Security Policy relating to the privacy and security of the Licensee Data available from the Licensor on request, as such document may be amended from time to time by the Licensor in its sole discretion.
7.4 If the Licensor processes any personal data on the Licensee’s behalf when performing its obligations under this Agreement, the parties record their intention that the Licensee shall be the data controller and the Licensor shall be a data processor and in any such case:
7.4.1 the Licensee acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Licensee's users are located in order for Immigo to perform in accordance with the Documentation and the Licensor’s other obligations under this Agreement;
7.4.2 the Licensee shall ensure that the Licensee is entitled to transfer the relevant personal data to the Licensor so that the Licensor may lawfully use, process and transfer the personal data in accordance with this Agreement and all applicable data protection legislation on the Licensee's behalf;
7.4.3 the Licensee shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
7.4.4 the Licensor shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by the Licensee from time to time; and
7.4.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7.4.6 the Licensee shall be responsible for ensuring that it and its clients take all steps necessary to delete any personal data from Immigo via the website through which Immigo is made available in accordance with all applicable data protection legislation.
8.1 The Licensee shall:
8.1.1 provide the Licensor with all necessary co-operation in relation to this Agreement and all necessary access to such information as may be required by the Licensor in order to provide Immiguru, Immigo (including but not limited to Licensee Data), security access information and configuration services;
8.1.2 carry out all other Licensee responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Licensee's provision of such assistance as agreed by the parties, the Licensor may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.3 ensure that users use Immigo and Immiguru in accordance with the terms and conditions of this Agreement and shall be responsible for any user's breach of this Agreement;
8.1.4 obtain and maintain all necessary licences, consents, and permissions necessary for the Licensor, its contractors and agents to perform their obligations under this Agreement;
8.1.5 ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time; and
8.1.6 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Licensor’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee's network connections or telecommunications links or caused by the internet.
8.2 The Licensee shall indemnify and keep indemnified the Licensor from and against all costs, expenses (including legal and other professional fees and expenses), losses, damages and other liabilities (of whatever nature, whether contractual, tortious or otherwise) suffered or incurred by the Licensor and arising out of or in connection with any claim, action or demand brought against the Licensor by any client or supplier of the Licensee that the Licensee allows to access or use Immigo.
9.1 The Licensee acknowledges that as between the Licensee and the Licensor:
9.1.1 all intellectual property rights of whatever nature in Immigo and Immiguru are and will remain the property of the Licensor; and
9.1.2 it shall have no rights in or to Immigo and/or Immiguru other than the right to use them in accordance with this Agreement.
9.2 The Licensee shall promptly notify the Licensor if the Licensee becomes aware of any unauthorised use of Immigo or Immiguru by any person.
10.1 Each party acknowledges and warrants that:
10.1.1 it is duly authorised to execute this Agreement;
10.1.2 this Agreement constitutes a legally valid and binding obligation, enforceable against it in accordance with its terms;
10.1.3 its entry into and/or performance of this Agreement, will not be in breach of any express or implied terms of any contract with or other obligation to any third party; and
10.1.4 it is solvent and able to perform all of its obligations under this Agreement and will remain so throughout the term of this Agreement.
10.2 The Licensor has the right to grant the Licensee a licence in respect of Immigo and Immiguru upon the terms stated in this Agreement.
10.3 Immiguru and Immigo shall function materially in accordance with any functional information in the Documentation.
10.4 The Licensor does not warrant that access to, or operation of, Immigo and/or Immiguru will be uninterrupted or error-free, or that Immigo and/or Immiguru, or any component thereof, or the information obtained by the Licensee through Immigo or Immiguru, will satisfy the requirements of the Licensee or any third party.
10.5 Immigo and Immiguru are provided 'as is' and the Licensor hereby excludes, to the extent permitted by law, all other warranties and representations, whether implied by common law, statute, or otherwise.
11.1 Nothing in this Agreement in any way limits either party’s liability for death or personal injury caused by its negligence or for fraud or for any other liability which cannot be lawfully excluded or limited.
11.2 The Licensor shall not be liable for loss of profits, loss of revenue, loss of contracts or business, lost management time or data, nor for any indirect, consequential, or special loss whether arising in contract, tort (including negligence) or otherwise even if advised of the probability of such damage or where it was foreseeable. In particular, while the Licensor Data and Documentation are regularly reviewed and are accurate to the best of the Licensor’s knowledge, accuracy cannot be guaranteed, the information is likely to be generic and not tailored to specific factual situations, and it should be noted that the Licensor Data and Documentation may change without prior notice. The Licensor cannot accept responsibility or liability for any loss or damage caused to the Licensee or the Licensee’s business as a result of any inaccuracy or deficiency in information received via Immigo or Immiguru, or in the Documentation or the Licensor Data. Information received via Immigo or Immiguru, or in the Documentation or the Licensor Data does not constitute legal advice. If the Licensee requires legal advice on any issue it should engage a suitably qualified legal practitioner.
11.3 Immigration service providers listed on the “Suppliers” tab within Immiguru interfaces are companies that the Licensor works with to keep Immiguru updated. The Licensor does not operate on a referral fee basis and is happy for the Licensee to contact the suppliers listed directly. The Licensor does not accept responsibility or liability for work conducted directly with listed suppliers. The Licensor does not endorse or approve any third-party suppliers nor the content of any of the third-party website made available via Immiguru. Any functionality allowing the Licensee to list any suppliers or any other data within Immigo is available subject to the right of the Licensor to require the Licensee to remove the same (in whole or part) at any time. The Licensor does not endorse and does not accept any responsibility or liability whatsoever for any suppliers or any other data the Licensee may choose to make available via Immigo and the Licensee must not indicate (whether expressly or impliedly) any endorsement of those suppliers or the data by the Licensor. The Licensor does not endorse or approve the content of any third-party website made available via Immigo.
The Licensee may not assign, transfer, sub-contract or otherwise dispose of any of its rights and/or obligations under this Agreement without the prior written consent of the Licensor.
13.1 The Agreement shall commence on the Commencement Date and shall continue for 14 calendar days unless and until terminated in accordance with any of clauses 13.2 to 13.4 (inclusive).
13.2 Either party may terminate this Agreement immediately on written notice:
13.2.1 if at any time the other party:
13.2.1.1 commits any material breach of this Agreement and in the case of a breach capable of remedy, fails to remedy that breach within thirty (30) days after being served with a written notice specifying the breach and requiring it to be remedied. For the avoidance of doubt, and without limitation, any breach of clause 10.1, 10.2 or 10.3 (Warranties and liability) shall be deemed to be a material breach for the purposes of this clause 13.2.1.1);
13.2.1.2 undergoes an Insolvency Event;
13.2.2 in accordance with clause 15 (Force Majeure).
13.3 The Licensee may terminate this Agreement in accordance with clause 15.2.
13.4 On termination of this Agreement for any reason:
13.4.1 all licences granted under this Agreement shall immediately terminate;
13.4.2 each party shall return and make no further use of any equipment, property, Licensor Data, Documentation and other items (and all copies of them) belonging to the other party; and
13.4.3 the Licensor may destroy or otherwise dispose of any of the Licensee Data in its possession unless the Licensor receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Licensee of the then most recent back-up of the Licensee Data. The Licensor shall use reasonable commercial endeavours to deliver the back-up to the Licensee within thirty (30) days of its receipt of such a written request, provided that the Licensee has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Licensee shall pay all reasonable expenses incurred by the Licensor in returning or disposing of Licensee Data.
13.4 On termination of this Agreement for any reason:
13.4.1 all licences granted under this Agreement shall immediately terminate;
13.4.2 each party shall return and make no further use of any equipment, property, Licensor Data, Documentation and other items (and all copies of them) belonging to the other party; and
13.4.3 the Licensor may destroy or otherwise dispose of any of the Licensee Data in its possession unless the Licensor receives, no later than ten (10) days after the effective date of the termination of this Agreement, a written request for the delivery to the Licensee of the then most recent back-up of the Licensee Data. The Licensor shall use reasonable commercial endeavours to deliver the back-up to the Licensee within thirty (30) days of its receipt of such a written request, provided that the Licensee has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Licensee shall pay all reasonable expenses incurred by the Licensor in returning or disposing of Licensee Data.
13.5 For the avoidance of doubt, if the Licensee continues to use Immigo and/or Immiguru after termination or expiry of this Agreement, the Licensor will be entitled to charge the Licensee a fee in respect of its use of Immigo and/or Immiguru after the date of such termination or expiry at the Licensor's then prevailing rates.
13.6 Termination of this Agreement shall not prejudice any rights of either party which have arisen on or before the date of termination provided that termination of this Agreement shall not in any circumstances result in any of the Fees becoming repayable to the Licensee and any Fees which has become payable to the Licensor but has not been paid shall remain payable.
14.1 Each party shall safeguard and keep confidential the terms of this Agreement and any and all Confidential Information that it may acquire in relation to the business or affairs of the other party. Neither party shall use or disclose the other party's Confidential Information except to the extent that such use or disclosure is necessary for the purposes of performing its obligations or exercising its rights under this Agreement. Each party shall ensure that its officers and employees and any other persons to whom the Confidential Information is disclosed comply with the provisions of this clause 14.1.
14.2 The obligations on a party set out in clause 14.1 shall not apply to any information to the extent that such information:
14.2.1 is publicly available or becomes publicly available through no act or omission of that party;
14.2.2 is required to be disclosed by law or by order of a court of competent jurisdiction or other competent authority.
14.3 The provisions of this clause 14 shall survive any termination of this Agreement
15.1 A party affected by any Force Majeure Event shall immediately give notice to the other party to that effect, such notice to contain details of the circumstances giving rise to the Force Majeure Event.
15.2 If a material delay or failure in performance by one party due to a Force Majeure Event continues for more than four (4) weeks then the other party shall be entitled to terminate this Agreement immediately by serving a written notice to that effect on the first party.
15.3 Subject to clause 15.1, neither party shall be liable for, or be deemed to be in breach of this Agreement as a result of, any delay in performing or failure to perform its obligations under this Agreement where that delay or failure is caused by any Force Majeure Event, nor shall either party have any liability to the other in respect of the termination of this Agreement under clause 15.2.
The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies.
16.2.1 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
16.2.2 The parties agree, in the circumstances referred to in clause 16.2.1, to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
No variation of this Agreement shall be effective unless and until it is in writing and signed by (or by some person duly authorised by) each of the parties.
16.4.1 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.
16.4.2 Each of the parties acknowledges and agrees that the only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement. Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud
16.4.3 This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement
No term of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
17.1 Any notice given under this Agreement shall be in writing and shall be served by delivering it personally or sending it by special delivery to the address and for the attention of the relevant party set out in clause 17.2 (or as otherwise notified by that party under this Agreement) or e-mailing it to the e-mail address set out in clause 18.2. Any such notice shall be deemed to have been received:
17.1.1 if delivered personally, at the time of delivery
17.1.2 in the case of special delivery, 24 hours from the date of posting
17.1.3 if sent by e-mail, at the time of transmission
17.2 The addresses and e-mail addresses of Peregrine Immigration Management Ltd for the purposes of clause 17.1 are:
Peregrine Immigration Management Ltdor such other address, or e-mail address as may be notified in writing from time to time by the relevant party to the other party.
18.1 This Agreement is governed by and shall be construed in accordance with the laws of England and Wales. Non-contractual obligations (if any) arising out of or in connection with this Agreement (including its formation) shall also be governed by the laws of England and Wales.
18.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter (whether contractual or non-contractual) arising out of or in connection with this Agreement.
This Agreement has been entered into on the date appearing at the top of page 1.
Immiguru is an award-winning, web-based global immigration database.
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Immigo is revolutionary new global immigration case management system software, fully compatible with Immiguru.