Common use of Licence Fees and Payment Clause in Contracts

Licence Fees and Payment. 10.1 The parties shall comply with the provisions of Annex 9 and the Licensee shall pay Royal Mail the Licence Fees as calculated in accordance with and in the manner and at the times set out in this Clause 10 and Annex 9. 10.2 In respect of this Agreement and each Sub-licence, in order to determine the Licence Fees payable to Royal Mail, the Licensee shall notify Royal Mail of which Fee Option will apply to each of its (including its Corporate Group Members’) and the relevant Sub-licensee’s (including its Corporate Group Members’) use and licensing of any Map Solution, as follows: 10.2.1 in respect of the Licensee’s (including its Corporate Group Members’) licensing of Remote Maps to Remote Map Users and licensing of Loaded Maps to Loaded Device Users, in each case, the Licensee shall within twenty (20) Working Days of the first day of the first Licence Year for the Licensee provide a Notice to Royal Mail specifying which Fee Option will apply in respect of such licensing; and 10.2.2 in respect of each Sub-licensee’s (including its Corporate Group Members’) licensing of Remote Maps to Remote Map Users and licensing of Loaded Maps to Loaded Device Users, in each case, the Licensee shall within twenty (20) Working Days of the first day of the first Licence Year for such Sub-licensee provide a Notice to Royal Mail specifying which Fee Option will apply in respect of such licensing. Where the Licensee fails to provide any such Notice then the Licensee will be deemed to have applied Fee Option 2 in respect of such use or licensing. Each Fee Option notified or deemed to apply in accordance with this Clause 10.2 shall continue to apply in respect of the relevant use or licensing until Royal Mail is notified otherwise in accordance with Clause 10.3. 10.3 The Licensee shall be entitled to change the Fee Option which shall apply to its (including its Corporate Group Members’) and/or to the relevant Sub-licensee’s (including its Corporate Group Members’) licensing of each of: (a) Remote Maps to Remote Map Users; and/or (b) Loaded Maps to Loaded Device Users, as follows: 10.3.1 in respect of such licensing to which Fee Option 1 then applies, the Licensee shall be entitled to provide at least twenty (20) Working Days’ Notice to Royal Mail specifying that Fee Option 2 shall apply from the end of the then current Quarter (the “current Quarter”) to which Fee Option 1 applies (and the Licence Year for the purposes of such Fee Option 2 shall be the Year commencing on the first day of the Quarter following the current Quarter and each successive Year thereafter); and 10.3.2 in respect of such licensing to which Fee Option 2 then applies, the Licensee shall be entitled to provide at least twenty (20) Working Days’ Notice to Royal Mail specifying that Fee Option 1 shall apply from the end of the then current Licence Year to which Fee Option 2 applies. 10.4 In respect of its own (including its Corporate Group Members’) and each Sub-licensee’s (including its Corporate Group Members’) licensing of a Remote Map to Remote Map Users, the Licensee shall pay the Remote Map Licence Fees to Royal Mail in accordance with the Fee Option applied under Clause 10.2. 10.5 In respect of its own (including its Corporate Group Members’) and each Sub-licensee’s (including its Corporate Group Members’) licensing of a Loaded Map to Loaded Device Users, the Licensee shall pay the Loaded Map Licence Fees to Royal Mail in accordance with the Fee Option applied under Clause 10.2. 10.6 Within twenty (20) Working Days of any Sub-licence being agreed by the Licensee (including any of its Corporate Group Members) and a Sub-licensee, or being agreed by a Sub-licensee (including any of its Corporate Group Members) and another Sub-licensee, the Licensee shall provide a Notice of such Sub-licence to Royal Mail, which shall specify: 10.6.1 the name and address of the new Sub-licensee; and 10.6.2 whether the new Sub-licensee has an Existing Licence. 10.7 Notwithstanding the other provisions of this Clause 10, the Licensee will not be liable to pay Licence Fees direct to Royal Mail under this Agreement for an Existing Licence Holder’s licensing of Remote Maps or Loaded Maps during the relevant Existing Licence Period. 10.8 Within twenty (20) Working Days of the end of any Existing Licence Period, the Licensee shall provide a Notice of such event to Royal Mail. For the avoidance of doubt, any failure to provide such Notice will not prevent Licence Fees from becoming payable by the Licensee to Royal Mail from the end of the Existing Licence Period in respect of the relevant Sub-licensee’s (including its Corporate Group Members’) licensing of Remote Maps and Loaded Maps, in accordance with the relevant Fee Options applied, or deemed to have been applied, under Clause 10.2. 10.9 The Licensee shall also be responsible for agreeing and collecting any and all fees that it charges to any Sub-licensees, Remote Map Developers, Loaded Device Developers, Remote Map Users and Loaded Device Users and such collection (or otherwise) shall not affect its liability to pay the applicable Licence Fees due to Royal Mail. For the avoidance of doubt, nothing in this Agreement shall impose any price controls on the Licensee or any third parties. 10.10 At any time after the Effective Date, Royal Mail, at its sole discretion, having provided at least twelve (12) months’ advance Notice to the Licensee, may vary the Licence Fees in respect of the remainder of the Term. Where such a variation would increase the Licence Fees by a greater percentage than the RPI Increase, the Licensee may terminate this Agreement by providing not less than one (1) month’s Notice to Royal Mail, such Notice expiring before the date on which Royal Mail’s Notice would otherwise have expired. 10.11 Any price variations under Clause 10.10 shall take effect: (a) in respect of Fee Option 1, on and from the first day of the Quarter following expiry of Royal Mail’s Notice; and (b) in respect of Fee Option 2, on and from the first day of the Licence Year commencing after expiry of Royal Mail’s Notice.