End User Licence Agreement

OS Licensed Data

Edozo grants to the member a non-exclusive, non-transferrable, revocable licence for Licensed Data

for the duration of the Term, solely for and to the extent permitted by this Agreement.

 

1. Your obligations

You shall;

a. not use Licensed Data for any illegal, deceptive, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of the Licensed Data or any person;

b. use your best endeavours to use adequate technological and security measures, including measures we may reasonably recommend, or that you and we may agree to, from time to time, to ensure that all Licensed Data, Login Details, and any other similar information which you hold or are responsible for is secure from unauthorised use or access.

c. notify us as soon as you suspect any unauthorised use of your Login Details and any other similar information and give us all reasonably required assistance in pursuing any potential infringement or remedying any unauthorised use of our system or OS data.

d. acknowledge copyright and database right ownership in a conspicuous position in all copies of Licensed Data (including Products and/or Services) in compliance with the Style Guide.

 

2. Variation of agreement

We reserve the right to change any part of this Agreement:

If any Licensed Data is removed from the Agreement as a result of a variation, then, unless you are permitted to retain such Licensed Data under a Contract you shall, within 30 days of such variation:

a. destroy (or at our option return) all such removed Licensed Data, in any media, which you hold or are responsible for (including any such Licensed Data embedded in any other material) and provide written confirmation that you have done so at our request; and

b. ensure that each relevant Sub-licensee complies with an equivalent obligation unless permitted to retain such Licensed Data under the relevant Licensed Use.

c. You shall ensure that all changes which affect any Sub-licence are incorporated without delay into such

 

3. Effects of termination or expiry of the Agreement or a Contract

If the Agreement or a Contract terminates or expires:

a. you shall within 30 days destroy (or at our option return) all Licensed Data under the Agreement or the terminated or expired Contract which you hold or for which you are responsible (including any such Licensed Data embedded in any other material but not any Licensed Data you are entitled to retain under c) below) and provide written confirmation that you have done so at our request;

b. except if we terminate the contract, you may retain Licensed Data in an archive following termination or expiry of the Agreement or Contract (as applicable) and may only disclose such Licensed Data for the sole purpose of addressing a complaint or challenge from a regulator or other third party regarding your use of such Licensed Data during the term of the Agreement or relevant Contract (as applicable);

 Your rights under this clause are on condition that:

i. they do not apply to Licensed Data that includes third party IPR (unless provided otherwise in a Contract);

ii. we shall have no liability in respect of the Licensed Data or your use of it following termination or expiry of the Agreement or the relevant Contract (as applicable). 

We may terminate your right under this clause at any time if:

i.you use or disclose the relevant Licensed Data other than strictly in accordance with this clause;

ii. you breach any surviving term of the Agreement or Contract (as applicable); and

iii. there is a material breach of any term and such breach is incapable of being remedied; a persistent breach; your business ceases to exist.

c. you shall cease to be entitled to use any Login Details in order to access the Online Ordering Service in respect of the Agreement or terminated Contract;

 

4. Termination rights without notice period

We may terminate the Agreement or any Contract with immediate effect by giving you notice if you:

a. are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986;

b. have a receiver, administrative receiver, administrator or similar officer appointed over all or any part of your assets or undertaking;

c. make an assignment for the benefit of, or a composition with, your creditors generally or another arrangement of similar import;

d. commit an act of bankruptcy or go into liquidation or are the subject of a petition for bankruptcy or a winding up order otherwise than for the purposes of a bona fide amalgamation or restructuring;

e. undergo a change of Control of your business other than for the purpose of a bona fide internal group restructuring and so long as we exercise such right of termination within 6 months of the date on which you notify us of such change of Control in writing.

 

5. Sub-licences and termination

Customers may retain Licensed Data which:

a. has been perpetually licensed to it in accordance with its relevant Licensed Use; and

b. has been included in Products and/or Services which are paper products held by it.

Where you enter into a new licence (being either a direct licence with us or a licence granted by a licensed supplier of OS Data), you are permitted to retain Licensed Data after the termination of the Agreement, and subject to the terms of the new licence, provided that:

a. the commencement date of the new licence falls on or before the date on which the Agreement terminates; and

b. you may only retain Licensed Data which does not contain third party IPR (unless such retention is permitted under the relevant contract) and to the extent that it is both:

i. the same OS Data; and

ii. for the same area of coverage, as the data licensed under the new licence.

 

 6. Sub-licensing

You may sub-license Licensed Data to Customers as part of Products and/or Services for their Licensed Use subject to the following:

a. you shall ensure in a written agreement (executed by the relevant Sub-licensee before it has access to any Licensed Data and maintained in force) that the applicable restrictions included in the Agreement are applied to the relevant Sub-licensee;

b. any applicable obligations imposed on you in the Agreement are imposed on the relevant Sub-licensee;

c. save as provided in the Agreement, any right for the relevant Sub-licensee to use Licensed Data shall terminate automatically on termination of this Contract;

d. we shall have no liability to any Sub-licensee in respect of Licensed Data or the Agreement;

e. any applicable rights reserved in the Agreement in relation to the Licensed Data and for our benefit are reserved, including rights to enforce directly the terms of the agreement with the relevant Sub-licensee pursuant to the Contracts (Rights of Third Parties) Act 1999;

f. if the sub-licensee is a consumer then the licence is granted for personal non-commercial use only; and

g. you the Customer are liable for the acts of the sub-licensee and its End Users.

 

7. Licensed Use

The Customer’s Licensed Use is a non-exclusive, non-transferable licence for the following use only for the duration of the Customer’s Sub-licence:

For the avoidance of doubt, and save as otherwise agreed, you may only use Data created where you have benefitted from, relied on or made any use of Licensed Data (including, without limitation, where you have created such Data by modifying, re-formatting, analysing or performing searches, look ups and/or enquiries using the Licensed Data) for its Licensed Use.

The Customer’s Licensed Use of Licensed Data is:

i. Business Use as set out in paragraph 8;

ii. Limited External Use as set out in paragraph 9 and 10;

iii. Public Body and Infrastructure Body External Use as set out in paragraph 11; and

iv. Statutory Use as set out in paragraph 12

 

8. Business Use

Business Use is the use of Licensed Data solely for the internal administration and operation of the Customer’s business.

Business Use does not entitle the Customer to make available or to provide Licensed Data to third parties.

9. Limited External Use

 

a. Limited External Use is, subject to paragraph 10, the use of Licensed Data:

to promote or further the Customer’s own business by generating a map which demonstrates one or more of the following:

i. the location of the premises and static assets which the Customer owns, leases or manages;

ii. the location of a bespoke event organised by the Customer up to and for the duration of the event;

iii. directions or routes (which are not specific to any particular customer or third party) to the premises or static assets in paragraph 9a)i) or event in paragraph 9a)ii);

iv. the scope of the Customer’s area of operation;

 

b. to report on the Customer’s own business by including a map in:

i. an annual report on the affairs of the Customer’s business or for accounting purposes, in each case produced to comply with a statutory obligation (including, without limitation, section 415 of the Companies Act 2006); and/or

ii. a report to be submitted to a regulatory body to which the Customer is subject in order to meet that regulatory body’s requirements; and/or

 

c. in connection with your Customer’s professional services but solely in the following ways, either:

 i. to include a map within any professional services provided by the Customer to its clients, such map only to be used (in the case of a business client) for the internal administration and operation of such client’s business; or

ii. to include a map in an advertisement in respect of the sale or letting of a property which is owned or leased by any of the Customer’s clients provided that any such advertisement may only be published either:

iii. in a periodical published in paper format by a third party provided that any map contained in the Customer’s advertisement may not feature in any electronic reproduction of such periodical which is published on the internet or in any other format;

iv. in paper format within the Customer’s own publication; or

v. in electronic format on the Customer’s own website, and for the avoidance of doubt, this paragraph 9c) does not permit the Customer to publish any map generated by Licensed Data on any third party website.

 

10. Limited External Use is subject to the following conditions:

a. any map generated in accordance with paragraph 9 shall not comprise:

i. a service or product in itself; or

ii. a significant part of any product or service offered by the Customer; or

iii. a service or product (or significant part of any product or service) provided on behalf of a third party;

b. the map shall be in a raster format and the Customer shall use its reasonable endeavours to prevent third parties from being able to edit the map or from extracting Licensed Data from the map;

c. the map shall not be of a larger scale or area and shall not contain a larger number of features than is reasonable for it to fulfil its function;

d. the Customer shall display additional information on or with the map, which information facilitates the purposes in paragraphs 9a) to c);

e. the Customer shall not receive any direct payment, credit or money’s worth as a result of allowing third parties to access, view or use the map but, for maps generated in accordance with paragraph 9a), the Customer shall be entitled to use the map in conjunction with advertisements that are not illegal, deceptive, misleading, unethical or detrimental to the reputation of the Licensed Data and/or us; and

f. for the avoidance of doubt, you must acknowledge copyright and database right ownership in a conspicuous position in all copies of Licensed Data (including Products and/or Services) in compliance with the OS Style Guide.

 

11. Public Body and Infrastructure Data Sharing

a. Public and Infrastructure Data Sharing is the supply to an Infrastructure Body or Public Body and receipt from an Infrastructure Body of copies of any Licensed Data (which, for the avoidance of doubt, includes any of our IPR in any Data created using Licensed Data).

b. Public and Infrastructure Data Sharing is subject to the following conditions:

i. Sharing Party means the Public Body or Infrastructure Body (as applicable) supplying Licensed Data or to whom Licensed Data is supplied, in accordance with paragraph a) above;

ii. both the Customer and the Sharing Party must be licensed for Business Use or Public Sector Use for the same area of coverage of the same Licensed Data being supplied and/or received;

iii. the Customer shall obtain written confirmation from the Sharing Party to whom it is supplying Licensed Data that the Sharing Party is licensed for Business Use or Public Sector Use for the same area of coverage of the same Licensed Data being supplied;

iv. you shall maintain a written record of the names and addresses of Sharing Parties from whom it has received or to whom it has supplied Licensed Data;

v. the Customer shall not receive any direct or indirect payment, credit or money’s worth for the supply of Licensed Data to a Sharing Party;

vi. we shall have no liability to you or the Sharing Party in respect of the Licensed Data received from and/or supplied to a Sharing Party; and

vii. for the avoidance of doubt, all parties shall comply with Clause 10d) above

12. Corporate Group Data Sharing

Corporate Group Data Sharing is:

i. your Corporate Customer’s supply to a Corporate Group Member; or

ii. your Corporate Customer’s receipt from a Corporate Group Member; or

iii. Corporate Group Member’s supply to another Corporate Group Member, of copies of any Specified Licensed Data (which, for the avoidance of doubt, includes any of our IPR in any Data created using Licensed Data).

 

13. Ancillary Rights to Customer’s Licensed Use 

Customer Contractor Rights

Customers have the right to sub license Licensed Data to their Contractors solely for the purpose of the the Contractor providing, or tendering to provide, you with goods or services for your Licensed Use, subject to the obligations set out in paragraphs a) to c)

a. Prior to providing Licensed Data to a Contractor, you shall:

i. ensure that the number of Terminals or Users, in the case of GB Address Datasets, licensed under its Customer Sub-licence is sufficient to account for the Customer’s own Licensed Use and the additional number of Terminals required by its Customer Contractor; or

ii. extend the number of Terminals licensed under the Customer Sub-licence to ensure compliance with i) above.

 

b. For the avoidance of doubt, where you have provided Licensed Data to a Contractor, at least 2 Terminals must be licensed.

 

c. If you provide a Contractor with Licensed Data in a digital form, you shall ensure the Contractor enters into a formal written agreement (before it has access to any Licensed Data) which contains provisions equivalent to those in and required by paragraphs 6 above.

 

14. Sharing of Licensed Data between Customer Contractors

Except in relation to Address Datasets and Points of Interest Data, you may grant your Contractors the right to supply and receive copies of Licensed Data in a digital form to and from other Customer Contractors provided that:

a. both Customer Contractors are licensed by you for the Licensed Data being supplied and/or received;

b. the goods or services which each Contractor is providing, or tendering to provide to you shall each form part of a larger project or related series of works required by you;

c. a Customer Contractor uses copies of Licensed Data supplied by another Customer Contractor solely for the purpose of providing or tendering to provide goods or services to the Customer as part of the Customer’s Licensed Use;

d. the use by a Customer Contractor of Licensed Data supplied by another Customer Contractor shall be governed by its agreement with the Customer, referred to in paragraph 13c);

e. a Customer Contractor shall not receive any direct or indirect payment, credit or money’s worth for the supply of the Licensed Data to another Customer Contractor; and

f. a Customer Contractor shall, prior to supplying any Licensed Data to another Customer Contractor, obtain written confirmation from you that:

i. the other Customer Contractor is licensed by you for the Licensed Data being supplied; and

ii. the goods or services which each Customer Contractor is providing, or tendering to provide to you, each forms part of a larger project or related series of works required by you.

 

15. Paper Copies

a. If you provide the Contractor with Licensed Data in paper form you shall not be required to enter into a formal written agreement with the Customer Contractor provided that you ensure that:

i. the Contractor uses the Paper Copies solely for the purposes of providing, or tendering to provide, the you with goods or services for your Licensed Use;

ii. the Paper Copies only cover an area that is proportionate to the amount of goods or services that the Contractor is engaged to provide;

iii. the Contractor is not permitted to and shall not copy, sub-license, distribute, sell or otherwise make available the Paper Copies to third parties in any form;

iv. the Contractor destroys or returns to you all such Paper Copies immediately upon:

a. its completion of the tender or provision of goods or services; or

b. expiry or termination of this Agreement or Contract,

whichever is the sooner, and provides, at the Customer’s request, a sworn statement by a duly authorised person that it no longer holds any such Paper Copies;

b. neither you nor your Contractor shall receive any direct or indirect payment, credit or money’s worth for the supply of Paper Copies; and

c. the Paper Copies are correctly attributed and contain a statement stipulating that the Contractor is permitted to use the Paper Copies solely for the purpose of assisting it with the delivery to you the goods or services it is engaged to provide.

d. you may permit your Contractor to supply Paper Copies to any third party provided that the they ensure that:

such third party is engaged to provide:

i. all or part of the works that the Customer Contractor is engaged to provide to you; or

ii. part of a larger project (which also includes the Works); or

iii. works which, together with the Works, are part of a series of works required by you, and uses the Paper Copies solely for the purpose of providing the works described in paragraphs i), ii) or iii) above to you for your Licensed Use;

 

e. Your liability to us shall extend to and include acts and omissions of your Contractors.

 

16. Conditions of Map Use for Publishing for Display and/or Promotional Purposes

 

a. The following conditions apply to the publishing of the Ordnance Survey Data:

i. The correct database right, copyright, trade mark acknowledgements and license number must be used. Acknowledgements are always required and each individual image using Ordnance Survey Data must contain the appropriate acknowledgement(s).

ii. You must overlay outputs generated using the Ordnance Survey Data with information that is specifically relevant to the purpose of the Display and/or Promotion. 

iii. A visible background watermark to identify the source of the publication may be required by Ordnance Survey. This is a mandatory requirement when publishing Ordnance Survey Data electronically. The purpose of the watermark is not to obscure or change the meaning of Your message, but to establish the source of the material and to deter its use for other purposes; 

iv. You shall use all reasonable endeavors to prevent the improper use of the Ordnance Survey Data; 

v. Only such amounts of Ordnance Survey Data may be used as are necessary to meet the specific need for which they are used; 

vi. Ordnance Survey Data must not be published electronically in a manner which will allow vector map data to be extracted from the published materials. For the avoidance of doubt, this means in whole, part or derived.

17. INSPIRE Index Polygons spatial data

 

Your use of the INSPIRE Index Polygons service is governed by certain conditions.  The INSPIRE Index Polygons and attributes provided in this service are available for use and reuse under the Open Government Licence (OGL) . If you fail to comply with any of the conditions of the OGL then the rights granted to you under the licence will end automatically.

 

Under the OGL, when reusing the data you must acknowledge the source of the data and include the following attribution statement: This information is subject to Crown copyright and database rights [year of supply or date of publication] and is reproduced with the permission of HM Land Registry.

If you are reusing the polygons (including the associated geometry, namely x, y co-ordinates), you must also display the following Ordnance Survey attribution statement: The polygons (including the associated geometry, namely x, y co-ordinates) are subject to Crown copyright and database rights [year of supply or date of publication] Ordnance Survey 100026316.

 

For further information please see https://use-land-property-data.service.gov.uk/datasets/insprire/#conditions.

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