LICENCE TO OCCUPY
(This document grants a personal, non-exclusive licence to occupy and is not intended to create a tenancy or any estate or interest in land)
DATED:
________
1. THE PARTIES
1.1. The Licensor:
________, a ________ registered in ________ under number ________, with registered office at:
________
1.2. The Licensee:
________, a ________ registered in ________ under number ________, with registered office at:
________
2. DEFINITIONS AND INTERPRETATION
2.1. The Licence
The Licence means the whole of the contents of this agreement, including all of its schedules.
2.2. The Parties
The Licensor and the Licensee shall be referred to collectively as the Parties and individually as a Party.
2.3. The Licence Area
The Licence Area means the building situated at ________, which is owned by or otherwise under the control of the Licensor.
2.4. The Designated Area
The Designated Area means:
________
The Licensor may allocate a reasonably comparable alternative area within the Licence Area by reasonable written notice, taking account of the Permitted Use and the Licensee’s practical needs.
2.5. Accessways
Accessways means:
________
2.6. Schedule of Condition
The Schedule of Condition means the schedule of condition set out at Schedule 1.
2.7. Permitted Use
The Permitted Use means:
________
2.8. Designated Hours
The Designated Hours are:
2.8.1. each week on ________ between the hours of ________; AND
2.8.2. Other hours only as the Parties agree in writing.
2.9. The Commencement Date
The Commencement Date means ________.
2.10. The Licence Period
The Licence Period means the period starting on the Commencement Date and ending on the earliest of:
2.10.1. the expiry of ________ from the Commencement Date; OR
2.10.2. the date of termination of this Licence in accordance with § 3.9 below.
2.11. The Licence Fee
The Licence Fee means the sum of £________ (________), plus any applicable VAT, which shall be due and payable in accordance with the terms of this Licence on a ________ basis for the duration of the Licence Period.
2.12. Outgoings
Outgoings means a sum equivalent to all costs and expenses which are reasonably and properly incurred or payable by the Licensor in respect of the Licensee's Permitted Use of the Designated Area and access via the Accessways, including:
________
2.13. Calendar Day
Calendar Day means any day of the week, including Saturday, Sunday and any day which is a bank or public holiday in England and Wales.
2.14. Business Day
Business Day means a day other than a Saturday, Sunday or public holiday in England and Wales when banks in London are open for business.
2.15. Business Hours
Business Hours means the period between 9.00 am and 5.00 pm on a Business Day.
2.16. VAT
VAT means value added tax chargeable under the Value Added Tax Act 1994 and any similar or replacement tax.
2.17. Notice
Any reference to notice within this Licence shall mean notice given in accordance with the requirements of § 3.13.
2.18. Interpretation
In this Licence:
(a) any words used in the singular form include the plural (and vice versa) unless the context otherwise requires;
(b) a person or party includes a natural person, corporate or unincorporated body (whether or not having a separate legal personality);
(c) any reference to a statute or statutory provision is a reference to that statute or provision as amended, extended or re-enacted from time to time and includes any subordinate legislation made under it; and
(d) clause, section and schedule headings are for convenience only and do not affect the interpretation of this Licence.
3. LICENCE TERMS
3.1. The Licence
3.1.1. In consideration of the Licence Fee and the Licensee's obligations in this Licence, the Licensor grants the Licensee for the Licence Period a personal, non-exclusive licence to occupy and use the Designated Area, subject to all other terms and conditions of this Licence.
3.1.2. The Licensee may only use the Designated Area for the Permitted Use during the Designated Hours and during the Licence Period.
3.1.3. For the Licence Period, the Licensor grants the Licensee the right of access over the Accessways during the Designated Hours as is reasonably required in order to use the Designated Area for the Permitted Use.
3.1.4. This Licence is a non-exclusive licence and all rights granted under it are rights in common with the rights of the Licensor and all other rights granted by the Licensor in respect of the Licence Area.
3.1.5. This Licence is personal to the Licensee and is not assignable, transferable or capable of being sub-licensed to any other person.
3.1.6. Use may be exercised by the Licensee and its authorised personnel and visitors for the Permitted Use, under the Licensee’s responsibility. This does not confer a separate right of occupation on them.
3.1.7. The Licensee agrees and acknowledges in signing this Licence that:
(a) no relationship of landlord and tenant is created under this Licence and the Licensee acquires no estate or interest in the Licence Area or the Designated Area;
(b) the Parties intend a licence; whether a tenancy and any statutory protection arise depends on the rights granted and the actual arrangements. Nothing in this Licence contracts out of mandatory statutory protection;
(c) the Licensor retains control and possession of the Licence Area and the Designated Area; and
(d) the Licensee has no right to exclude the Licensor from the Designated Area.
3.2. The Licence Fee
3.2.1. The Licence Fee is payable in advance for each period specified in clause 2.11, subject to any lawful right of deduction or set-off.
3.2.2. The first payment is due on the Commencement Date. Subsequent payments and any apportionment for a partial period follow this schedule: ________.
3.2.3. The Licence Fee is inclusive of all Outgoings in relation to the Designated Area.
3.2.4. It is the Licensee's obligation to pay any VAT chargeable in respect of the Licence Fee, against a valid VAT invoice.
3.2.5. All payments under this Licence shall be made by electronic transfer to such bank account as the Licensor may notify to the Licensee in writing from time to time.
3.3. Interest
3.3.1. Where the Licensee fails to pay any amount due under this Licence within five Business Days of it falling due, the Licensee must pay interest on the amount due in accordance with this § 3.3.
3.3.2. Interest shall accrue from the due date until the date on which payment is made in full (whether before or after judgment) and shall be payable on demand.
3.3.3. The rate of interest under this Licence shall be 4% per annum above the base lending rate of the Bank of England from time to time, calculated on a daily basis.
3.4. Obligations of the Licensee
3.4.1. During the Licence Period, the Licensee must:
(a) keep the Designated Area clean and tidy;
(b) not use the Designated Area for anything other than the Permitted Use;
(c) not create or cause obstructions or health and safety risks in the Licence Area;
(d) not cause any damage to the Licence Area or any neighbouring property;
(e) make good and pay for any damage to the Licence Area for which the Licensee is responsible;
(f) observe and comply with all applicable health and safety legislation, including the Health and Safety at Work etc. Act 1974 and regulations made under it, relating to the Licence Area and to those working in or visiting it;
(g) observe any reasonable rules and regulations issued by the Licensor in writing in respect of the Licence Area;
(h) not do or omit to do anything which may invalidate any insurance policy held by the Licensor in respect of the Licence Area; and
(i) comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018, in respect of any personal data processed in connection with this Licence.
3.4.2. Nothing in this Licence shall require the Licensee to maintain the structure and fabric of the Licence Area save in those circumstances where the repair is necessary as a result of damage caused by the Licensee's breach of § 3.4.1(d) above.
3.5. State and Condition of the Designated Area
3.5.1. In signing this Licence, the Licensee accepts the Designated Area in its condition as at the Commencement Date (as recorded in the Schedule of Condition).
3.5.2. The Licensee agrees and undertakes not to make any alteration or addition to the Designated Area save where the Licensor has provided its prior written consent.
3.5.3. The Licensee agrees and undertakes to leave the Designated Area at the end of the Licence Period in a clean and tidy condition and in the same condition as it was in at the Commencement Date, in accordance with the Schedule of Condition (fair wear and tear excepted).
3.5.4. The Parties must check planning, title, superior landlord and other required consents for the Permitted Use before occupation. The Licensor confirms that it has authority to grant the agreed rights. Mandatory duties and liability for misrepresentation are not excluded.
3.6. Indemnities
3.6.1. The Licensee is responsible for reasonably foreseeable loss caused by its breach or negligence, including that of persons for whom it is responsible.
3.6.2. No indemnity covers loss caused by the Licensor’s own negligence or breach. The Licensor must take reasonable steps to mitigate loss.
3.7. Limitation of Liability
3.7.1. Each Party is liable under the ordinary rules of law for its breach and negligence, subject to clause 3.7.2.
3.7.2. Nothing in this Licence shall exclude or limit the Licensor's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or restricted.
3.8. Remedy of Breach
3.8.1. Where the Licensee is in breach of any of its obligations under this Licence, the Licensor shall give written notice to the Licensee in respect of that breach.
3.8.2. The Licensee must remedy the breach within five Business Days of receiving that written notice, save in the case of an emergency where the breach must be remedied immediately (so far as is reasonably practicable) upon receipt of that written notice.
3.8.3. Should the Licensee fail to remedy the breach within the relevant timeframe, the Licensor may remedy the breach without prejudice to its right to recover from the Licensee all expenses and costs reasonably incurred by the Licensor in doing so.
3.9. Termination
3.9.1. This Licence shall terminate automatically at the conclusion of the Licence Period.
3.9.2. The Licensor may terminate for a material breach which is not remedied within the reasonable period specified under clause 3.8, or for an irremediable material breach. Termination and recovery of possession must comply with applicable law.
3.9.3. This Licence may be terminated by either Party at any time by giving not less than ________ Calendar Days' written notice to the other Party.
3.9.4. The termination of this Licence shall not release the Licensee from its obligations to pay all fees and charges under § 3.2 and § 3.3 which have accrued up to and including the date of termination.
3.9.5. Upon termination of this Licence, the Licensee must immediately vacate the Designated Area and return all keys, fobs and other access devices to the Licensor.
3.10. Governing Law
This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
3.11. Third Party Rights
A person who is not a Party to this Licence shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
3.12. Jurisdiction
Each of the Parties irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence.
3.13. Notices
3.13.1. Any notice given by either Party under this Licence must be in writing.
3.13.2. Notices may be given in the following manner:
(a) by hand to the relevant address for service; or
(b) by post using Royal Mail Signed For First Class to the relevant address for service.
3.13.3. Notices shall be deemed to be received:
(a) on receipt of a signature from the recipient Party at the delivery address where delivered by hand; and
(b) on the second Business Day after posting where sent by post.
3.13.4. Where either Party changes its address for service, it may do so by notifying the other Party under the provisions of this § 3.13, and any such change shall be effective from the date of service of that notice.
3.13.5. This § 3.13 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.
3.14. Entire Agreement
3.15. Variation
No variation of this Licence shall be effective unless it is in writing and signed by or on behalf of each of the Parties.
3.16. Severance
3.17. No Waiver
No failure or delay by a Party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
3.18. Counterparts
This Licence may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one and the same agreement.
4. EXECUTION
This Licence is signed by each individual party or by a duly authorised representative of a company or LLP.
4.1. The Licensor
SIGNED for and on behalf of ________:
___________________________
Signature
Name: ________
Position: ________
Date: ________
4.2. The Licensee
SIGNED for and on behalf of ________:
___________________________
Signature
Name: ________
Position: ________
Date: ________
SCHEDULE 1
SCHEDULE OF CONDITION
Attach a dated schedule of condition and a plan or clear description identifying the Designated Area and Accessways, agreed by both Parties before occupation.
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