SCHEDULE E: MULTI-SITE AND NETWORK LICENCE
This Schedule forms part of the Master Client Terms, and the priority rule in the Master Client Terms applies. Words defined in clause 1 of the Master Client Terms have the same meaning here.
When this Schedule applies. This Schedule applies where your Method Licence Agreement licenses the Method for more than one Site. Where it applies, Parts 1, 2, 2A and 2B of Schedule F also apply (Master Preamble). It governs the Licence only. A Licensed Site that also buys a Systems subscription is governed by Schedule A for that subscription, and neither displaces the other (Master clause 20.5). Every figure for your deal, including the per-Site fee, any minimum number of Sites, any minimum monthly fee, the minimum term and the delivery-day allocation, is recorded in your Method Licence Agreement.
1. WHAT THE LICENCE IS
1.1 The Licence is a non-exclusive licence to use the Licensed Materials to train, coach and support your own people, and the people of each Permitted User at its own Licensed Site, across your Licensed Sites, as your sales standard, for the term of the Licence.
1.2 The Licence gives no right to carry on a business under our name, mark or system. You decide what you sell, to whom, at what price and how.
2. NO CONTROL OF YOUR BUSINESS
2.1 We do not approve or direct your products, prices, suppliers, territories, marketing, advertising, customers, targets, incentives, business plans, branding, premises or hiring. The only exception is our approval of who may receive and deliver Class 4 material under Schedule D.
2.2 Reporting, reviews and audits under this Schedule, Schedule F and Schedule H exist only to deliver and measure the services. They do not give us any control of your business.
3. WHAT IS INCLUDED
3.1 Your Method Licence Agreement records what is included. The Licence may include:
(a) the standard written into your business and mapped to each Site, delivered as Implementation under Schedule G;
(b) New-Hire Installation, only where your Method Licence Agreement, or a later Change Order, expressly selects it (Schedule C clause 17);
(c) where your Method Licence Agreement selects the Facilitator model, an accredited Facilitator at each Licensed Site, licensed under Class 4 of Schedule D;
(d) monthly reporting per Site against the baseline under Schedule F;
(e) training managers to hold the standard, as part of Implementation, and auditing that they do, as part of the Enablement Services;
(f) a quarterly standards call; and
(g) the delivery days per month stated in your Method Licence Agreement.
3.2 Implementation under paragraph (a) and the training of managers under paragraph (e) are governed by Schedule G and end at Implementation Sign-Off. The ongoing services in paragraphs (b) to (g) are Enablement Services governed by Schedule H, including their service levels and service credits.
3.3 Where the Facilitator model is not selected, each Site is supported directly by us through the Enablement Services and the delivery allocation. The absence of a Facilitator has no automatic consequence for the Licence, the Site or any score.
4. THE COMBINED PRODUCT
4.1 The Licence and the standard Enablement Services are one combined product at one per-Site fee. Your Method Licence Agreement may show how the fee is allocated between them, for information only. Neither is a separate optional subscription, and neither can be cancelled separately (Schedule H).
4.2 New-Hire Installation. New-Hire Installation is part of your Licence only where selected. Where it is active, it is separately charged per business or network while you have 1 to 14 Licensed Sites and included at no separate charge while you have 15 or more, and the charge stops and resumes as your Site count changes, all under Schedule C clause 17. While it is active, it cannot be cancelled separately from the Licence merely because it has a separately stated charge.
4.3 If we cannot provide part of the combined product, the affected service and its Fee are adjusted, and the rest continues (Master clause 5.8).
5. WHO CONTRACTS AND WHO MAY USE
5.1 One entity contracts, is named in your Method Licence Agreement as the Licensee, and is the sole payer.
5.2 The Licensed Materials may be used only by Permitted Users, on the terms of the Permitted User definition in the Master Client Terms. The Licensee is responsible for every Permitted User's compliance as if the Licensee had acted itself.
5.3 Before any Permitted User other than the Licensee receives any Licensed Material, the Licensee ensures it signs the Permitted User Undertaking as a deed poll in favour of us and the Licensee. The deed poll binds it to Schedule D and clause 13 of this Schedule and gives us a direct right to enforce them.
5.4 Franchisee-operated Sites. A Site operated by a franchisee of the Licensee may be licensed only where all of the following are met:
(a) the operator signs the Permitted User Undertaking;
(b) its use is limited to its own Licensed Site;
(c) the Licensee remains responsible for its compliance;
(d) it has no right to sell or sub-license the Method;
(e) no Facilitator pays anything for accreditation or participation; and
(f) the operator pays us nothing under or in connection with the Licence.
5.5 A Permitted User is not a party to the Licence and has no rights against us, except as the Permitted User Undertaking provides.
6. THE SITE SCHEDULE
6.1 Licensed Sites are listed in a Site Schedule we maintain and make available to you at any time.
6.2 The Site Schedule is the record of which Sites are licensed and what is payable. Site counts are measured at the start of each billing month. An added Site's fee begins under clause 9.1, and a closing Site's fee stops under clause 9.3.
7. FEES AND BILLING
7.1 The Licence fee is a flat amount per Licensed Site per month, as stated in your Method Licence Agreement. It is billed monthly in advance for all Licensed Sites on one invoice.
7.2 Rate certainty. The per-Site rate is fixed for the initial term. There are no bands, steps or volume adjustments during it. After the initial term, any change to the rate is proposed in writing at least 90 days before it takes effect. You may end the Licence by Notice given before the change takes effect. The Licence then ends 90 days after your Notice, your existing rate applies until then, and no early-release amount or Early-Exit Implementation Adjustment is payable.
7.3 Minimum monthly fee. Where your Method Licence Agreement states a minimum number of Sites and a minimum monthly fee, the minimum monthly fee is payable for any month in which the Site fees would otherwise be lower.
8. SITES BELOW THE MINIMUM
8.1 During the initial term, if your Site count falls below the minimum, the minimum monthly fee continues and you keep the full service allocation attached to it. Any New-Hire charge is decided by your Licensed Site count under Schedule C clause 17, not by the minimum monthly fee.
8.2 After the initial term, if your Site count is below the minimum, you may:
(a) keep paying the minimum monthly fee with the full service allocation;
(b) ask us in writing for a smaller arrangement that reflects your actual number of Sites. We consider the request in good faith and will not unreasonably refuse it, and any smaller arrangement is recorded in writing, with the Sites, the monthly fee and the service allocation; or
(c) end the Licence on 90 days notice under clause 10.2, with no early-release amount.
9. ADDING AND REMOVING SITES
9.1 Adding a Site. A new Site joins on the later of the date it opens and the date you nominate it, by a Site Addition. It attracts the Site Implementation fee under Schedule G, payable once, and the same per-Site monthly fee as every other Site. Its per-Site fee begins on the billing commencement date recorded in the Site Addition or, where none is recorded, from the start of the billing month after its Site Implementation Sign-Off under Schedule G. No renegotiation is needed to add a Site.
9.2 Site Implementation is governed by Schedule G.
9.3 A Site closing. Where a Site closes permanently, tell us in writing. It leaves the Site Schedule from the end of that billing month, and its fee stops, subject to clause 7.3. If the only Licensed Site closes, the Licence ends at the end of that billing month, and the Early-Exit Implementation Adjustment applies only where an actual implementation reduction was separately given to you and we did not cause the ending.
9.4 A Site leaving but still trading. Where a Site leaves the network but continues to trade:
(a) it stops being a Permitted User immediately;
(b) its Class 4 licence ends immediately;
(c) clause 8.4 of Schedule D applies to that Site; and
(d) the Licensee ensures the departing operator complies and remains responsible for its compliance.
9.5 A departing Site may license the Method separately, on our standard terms, at our discretion.
10. TERM, NOTICE AND EARLY EXIT
10.1 Initial term. The initial term is stated in your Method Licence Agreement.
10.2 After the initial term, the Licence continues until either of us ends it on 90 days Notice. The full service allocation continues during the notice period.
10.3 Early exit during the initial term. You may end the Licence during the initial term on 90 days Notice. The full service allocation continues during the notice period, and you pay the Fees for it. You also pay an early-release amount equal to the lesser of:
(a) the Fees that would have fallen due for the rest of the initial term after your Notice was given, at the greater of the Site fees and any minimum monthly fee; and
(b) three months' Fees.
The Fees you pay for the notice period are credited against the early-release amount, so there is no double recovery. In practice, this means that where 3 or more months of the initial term remain, what you pay in total is usually the Fees for the 90-day notice period. An Early-Exit Implementation Adjustment applies in addition only where your Method Licence Agreement records an implementation reduction actually given to you.
10.4 Where we cause the ending. No early-release amount, notice-period fee or Early-Exit Implementation Adjustment is payable where we cause the ending (Master clause 5.8), including under clause 11 or clause 7.2 of this Schedule.
10.5 Co-termination. The Licence and the Enablement Services end together (Schedule H). Implementation under Schedule G is complete at Implementation Sign-Off. Any Implementation not complete when the Licence ends ends on that date, and Schedule G deals with it.
11. DELIVERY CHANGES AND REDUCTIONS
11.1 Changes to how we deliver, and your exit right after a material delivery change, are governed by clauses 3.5, 3.6 and 5.8 of the Master Client Terms.
12. REMEDIATION AND ENDING FOR DEPARTURE FROM THE STANDARD
12.1 Material departure. A material departure is a material breach of clause 7 of Schedule D, or use of Licensed Materials outside the licence classes Schedule D grants, at a Site or across the Licence. How you run your business, and any sales, revenue, conversion or Adoption Score result, is never a departure, a breach, or a ground to suspend or end a Site or the Licence.
12.2 Remediation. Where we believe a material departure has occurred, we tell you in writing what the departure is and what would remedy it, and allow a remediation period of at least 30 days. If the departure is not remedied, we allow a second remediation period of at least 30 days, again in writing.
12.3 Ending. If the departure is still not remedied after both periods, we may end the affected Site, or, where the departure is across the Licence, the Licence, on 30 days Notice. A departure at one Site does not by itself end the Licence for any other Site.
12.4 Either of us may also end the Licence for an unremedied material breach under clause 19.2 of the Master Client Terms.
13. WHEN THE LICENCE ENDS
13.1 When the Licence ends, at every Licensed Site:
(a) all delivery of the Method stops;
(b) every Class 4 licence ends, and each Facilitator stops delivering that day;
(c) clause 8.4 of Schedule D applies to every Site and every Permitted User. The certificate covers every Site and attaches a confirmation from each Facilitator; and
(d) the permission in Schedule D clause 4.2 ends.
13.2 Each Site keeps its own data and everything licensed to it under Class 2 or Class 3 of Schedule D. Individual people keep their skill and experience (Schedule D clause 9).
13.3 Either of us may seek urgent injunctive relief without first negotiating or mediating (Schedule D clause 8.5).
14. FACILITATORS
14.1 This clause applies only where your Method Licence Agreement selects the Facilitator model. Facilitators are governed by Class 4 and clause 6 of Schedule D, and by Schedule I.
14.2 The Licensee:
(a) nominates a Facilitator for each Site for our written approval;
(b) ensures each Facilitator signs the Facilitator Deed before receiving any material; and
(c) complies with clause 6.2 of Schedule D when a Facilitator leaves the role.
14.3 We may decline a nomination where the person does not meet the Accreditation Standard, and we may suspend or withdraw approval under Schedule D clause 6.3.
15. REPORTING
15.1 The Licensee provides the reporting data described in Schedule F, per Site, monthly. The effect of missing reporting data is decided under Schedule F alone.
16. CHANGE OF CONTROL AND SALE OF THE NETWORK
16.1 Tell us in writing within 14 days of any change of control of the Licensee, or any sale of the network or a material part of it.
16.2 On a change of control, the Licence continues. On a sale of the network or a material part of it, the Licence transfers only with our written consent, which we will not unreasonably withhold where the buyer agrees to be bound by these Terms.
16.3 Where we withhold consent, either of us may end the Licence on 90 days Notice, with no early-release amount or Early-Exit Implementation Adjustment, and clause 13 applies.
17. EXCLUSIVITY
17.1 The Licence is not exclusive unless your Method Licence Agreement expressly says so, and states the scope, territory, duration and price of the exclusivity. Exclusivity is never implied.
18. DELIVERY DAYS
18.1 Delivery days included in the Licence are stated in your Method Licence Agreement. They are allocated at network level, unless your Method Licence Agreement expressly states and prices them per Site. Implementation under Schedule G, including Site Implementation, is outside the allocation.
18.2 Additional delivery days are available at our rate at the time, quoted and approved in writing before they are used.
18.3 We schedule delivery days in good faith across the network. Where you want more delivery in a month than the allocation allows, we tell you, and you may prioritise or buy additional days.
18.4 How an allocated day is rescheduled, expires, carries forward or is credited is governed by Schedule H.
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