ANNEX 3
TERMS RELATING TO END USERS
1. DEFINITIONS
1.1
Where the context so admits, the fol owing words and expressions shall have the following
meanings:
“Alias”
means the file known as the ‘Alias File’, which contains
‘Locality’, ‘Thoroughfare’, ‘Delivery Point’ and ‘County Alias’
details;
“Associated User”
means a business End User that has entered into and operates
in accordance with an Associated User Contract;
“Associated User Contract”
means a written contract between an Associated User and an
End User that has established or that operates an Associated
User Network, and which (i) authorises the Associated User to
undertake Business Network Activities; and (ii) obliges such
End User to provide know-how and/or technical and/or business
support to the Associated User; and (iii) sets out commercial
methods or standards specified by that End User and obliges
the Associated User to operate according to such commercial
methods or standards; in each case in a manner which is
consistent throughout the Associated User Network;
“Associated User Network”
means a network, established or operated by an End User, of
businesses comprising that End User and a minimum of ten
(10) Associated Users (unless otherwise agreed in writing with
the Solutions Provider) each of which has an Associated User
Contract with that End User;
“Associated User Product”
means a Product (other than an End User Per Click Product,
Password Function Product or a Look Up Service) supplied or
to be supplied by the Solutions Provider to an End User for use
by that End User and the Associated Users participating in that
End User’s Associated User Network;
“
Bureau Services”
means any activity which involves the processing of an End-
User Database using the Data and includes:
(a) the verification of an existing Record in the End-User
Database as being the same as the entry on the Data;
(b) the amendment of an existing Record in the End-User
Database to correct the address so that it contains the same
information as the entry on the Data;
(c) the standardisation of an existing Record in the End-User
Database into a “PAF format”;
(d) the flagging or marking of an existing Record in the End-
User Database as being the same as the Data;
(e) adding further information derived from the Data to an
existing Record in the End-User Database; and
(f) extracting duplicate existing Records in the End-User
Database;
but does not include Data Creation;
“Business Network Activities”
means marketing, distributing, supplying, reselling or providing
information to, or obtaining enquiries or orders from, third party
Service Recipients or potential Service Recipients, in each case
in respect of the products and/or services supplied in
accordance with a common identity and business format or
method which is specified in the Associated User Contract.
“Confidential Information”
means any information of a confidential or proprietary nature
(irrespective of the form of presentation or communication
including, but not limited to, computer software and data,
physical objects and samples) relating to the business,
operations, customers, processes, budgets, product
information, know-how and strategies of either party or Royal
Mail;
“Data”
means PAF and/or Alias and/or Postzon and any extracts from
or updates to any of the same, that the End-User has elected to
receive pursuant to the terms of this Licence Agreement as
supplied or contained in any product or service supplied by the
Solutions Provider or the Third Party Solutions Provider;
“
Data Creation”
means the use of the Data whether incorporated in a Product or
Service or otherwise to create a new Record or Records not
already held on any database or mailing list owned by or
licensed to the End-User;
“Data Storage Medium”
means the format on which the Data is supplied to the End-
User;
“Delivery Point”
means a postal address (business or residential) to which mail
is delivered;
“Delivery Point Suffix (DPS)”
means a 2-character code (one alpha one numeric) which
evaluates each Delivery Point to be uniquely identified. To
enable customers to apply a barcode correctly to mail, the
Postcode and DPS are required along with a Checksum Digit.
The Checksum Digit can be accessed via a small programme
which will generate it automatically;
“End-User”
shall mean the person entering into this Licence Agreement or an
agreement of which these terms form part with a Solutions
Provider or Third Party Solutions Provider;
“
End-User Database”
means the End-User’s existing electronic compilation of
records, database or mailing list;
“
End-User Per Click Product”
means a Product whereby the End-User operates a website (or
a technical equivalent) which offers products and services to its
service recipients and which can capture, verify, update or
amend an address or postcode entered by a Service Recipient;
“European Commission
means transfers of personal data: (a) within the European
Approved Transfers”
Economic Area (b) to such other countries as are approved
from time to time by the European Commission as having an
adequate level of protection for personal information or (c)
which are protected by legislation or frameworks within other
countries where such legislation or frameworks have been
approved by the European Commission as having an adequate
level of protection for personal information;
“Excluded Product”
means those products which are licensable pursuant to a
Specific Use Licence Agreement;
“Excluded Service”
means those services which are licensable pursuant to a
Specific Use Licence Agreement;
“Intellectual Property Rights”
means all intellectual and industrial property rights including,
without limitation, patents, utility models, trade marks, service
marks, design rights (whether registered or unregistered),
copyrights, database rights, semiconductor topography rights,
proprietary information rights, any other similar proprietary
rights and all applications, extensions and renewals in relation
to such rights as may exist anywhere in the world or be
recognised in the future;
“
Internal User Per Click Product”
means a Product whereby the End-User accesses certain of the
Data by way of Transactions and only for its own internal use;
“
Licence”
shall have the meaning attributed to it in Clause 2 below;
“
Licence Agreement”
means the body of this agreement together with its annexes (if
any);
“
Look Up Service”
means a Product whereby the End-User offers a service to its
Service Recipients by telephone, mobile telephone, PDA, on
the internet or through other technical equivalents which allows
a Service Recipient to obtain individual addresses or Postcodes
for such Service Recipient’s own personal use;
"PAF"
means the database, or any part of it, known as the ’Postcode
Address File’ containing all known address and Postcode
information in the United Kingdom as may be amended from time
to time. ’PAF’ is a registered trade mark of Royal Mail;
“Password Function Product”
means a Product for supply to an End-User whereby each User
within that End-User is granted an individual distinct password
to enable it to access that Product for the End-User’s own
internal business use only, and which is stored on the Solutions
Provider’s Systems;
“
Per Click Mechanism”
means a mechanism to count the number of Transactions;
“Postcode”
means a single alphanumeric code owned and developed by
Royal Mail and allocated by Royal Mail to identify a Delivery Point
or a number of Delivery Points;
“Postcode Area”
means the outward part of the Postcode comprising the first two
alphabetic characters;
"Postzon"
means the database or any part of it known as “Postzon” which
Royal Mail owns or is otherwise authorised to use and which
combines a postcode and coded identifiers describing, inter
alia, country, county and local authority electoral ward,
Ordnance Survey grid references and NHS codes as amended
from time to time;
“Product”
means any product (including Special Products), other than an
Excluded Product, with functionality, software or services
additional to the Data itself, which incorporates or is created
using the Data or any part of the Data and which may: (i) be
produced in any form, including any device, solution, software
or database; (ii) be in written form or produced electronically;
and (iii) be provided to End-Users to be stored on individual
Users, on the End-User’s System(s), or on the Solutions
Provider’s or Third Party Solutions Provider’s (as the case may
be) System(s) for the purpose of remote access by the End-
User;
“Record”
means an individual entry in or to be made in a collection of
data containing a Delivery Point or details of part of a Delivery
Point. A Record may also contain a business or consumer
name;
“Remote Access Product”
means a Product which is stored on the Solutions Provider’s or
Third Party Solutions Provider’s (as the case may be)
System(s) for the purpose of remote access by the End-User;
“Royal Mail”
means Royal Mail Group Limited;
“Service”
means any service, other than an Excluded Service, in
connection with the Data;
“Service Recipient”
means a recipient of products or services from the End-User,
whether a fee-paying customer or otherwise. For the avoidance of
doubt, such recipient must be a third party and not a
representative of the End-User itself;
"Solutions Provider"
means a person licensed by Royal Mail to obtain copies and
updates of the Data from Royal Mail to enhance its own Products
and Services for supply to End-Users and to licence Third Party
Solutions Providers for the same purposes;
“Special Product”
means any or all of the End-User Per Click Product, Password
Function Product, Look Up Service, Internal User Per Click
Product and Associated User Product;
“Specific Use Licence
means the Royal Mail licence agreement for the licensing of the
Agreement”
Data (or part thereof) for specific navigation services use or
purposes and as is currently known as “PAF – Navigation
Services Use”;
“System”
means a server or other storage device owned or controlled by
any one of the Solutions Provider, Third Party Solutions
Provider or End-User (as appropriate);
“Term”
means the period agreed between the Solutions Provider or
Third Party Solutions Provider (as the case may be) and the
End-User;
"Third Party Solutions Provider"
means a person licensed by Solutions Providers to obtain copies
and updates of the Data from Solutions Providers to enhance its
own Products and Services to supply to End-Users;
“Transaction”
means each return of up to a maximum of one hundred (100)
Postcodes or Delivery Points (or combinations of Postcode and
Delivery Point) in response to a query relating to a Postcode
and/or Delivery Point. For the avoidance of doubt, the intention of
the parties is that one (1) Postcode or Delivery Point will be
selected from those returned in response to such a query and as
such further searches within the return of up to one hundred (100)
Postcodes or Delivery Points (or combinations of Postcode and
Delivery Point) are not considered to be a further “Transaction”;
and
"User"
means an individual work station or terminal or hand-held or
otherwise portable device within an End-User’s organisation
which has access to the whole or part of the Data, which shall
include indirect access via the supply by the Solutions Provider
or Third Party Solutions Provider of their Products and/or
Services.
1.2
Except where the context otherwise requires, words denoting the singular include the plural
and vice versa, words denoting any gender include all genders and words denoting persons
include firms and corporations and vice versa.
1.3
Unless otherwise stated, a reference to a clause or schedule is a reference to a clause of or a
schedule to this Licence Agreement. In the event of any inconsistency or conflict between any
provisions of the clauses and any provision of the annexes, the former shall prevail, but only to
the extent of the relevant conflict or inconsistency.
1.4
Clause headings are for ease of reference only and do not affect the construction of this
Licence Agreement.
1.5
Any references in this Licence Agreement to any enactment, order, regulation or other similar
instrument shall be construed as a reference to the enactment, order, regulation or instrument
as amended by any subsequent enactment, order, regulation or instrument or as contained in
any subsequent re-enactment thereof.
2. LICENCE
The End-User may use the Data in the Product or Service as provided to the End-User by the Solutions
Provider or the Third Party Solutions Provider (as the case may be)
on a non-exclusive, non-transferable,
revocable basis, for the Term (unless terminated earlier), in accordance with the terms of this Licence
Agreement.
3. REGISTRATION
The End-User shall complete the End-User Registration Form that is provided to it and return it to the
Solutions Provider or the Third Party Solutions Provider (as the case may be) within seven (7) days of
entering into this Licence Agreement.
4.
LIMITATIONS ON USE OF THE DATA BY END-USERS
4.1
The End-User shal use the Data within the End-User’s organisation only except as and only to
the extent expressly permitted pursuant to this Licence Agreement.
4.2
Subject to clause 4.3 and the remainder of this clause 4.2, the End-User shal use the Data
provided to it as part of a Product or Service by the Solutions Provider or Third Party Solutions
Provider (as applicable) only in exercising the functionality and purpose of that same Product or
Service. The End-User may use the Data in relation to any other product or service provided that it
has the prior written consent of the Solutions Provider or Third Party Solutions Provider (as
appropriate) and in such case each such product or service shall be deemed to be a Product or
Service (as appropriate). For the avoidance of doubt, the appropriate additional licence fees shall
be payable as if it was such a Product or Service.
4.3
The End-User shall not use any of the Data or any Product or Service to create its own products or
services containing any of the Data to provide or offer to any third party, except as expressly
permitted by the terms of this Licence Agreement. The End-User shall not copy, reproduce,
extract, publish or reutilise the whole or any part of the Data for, or transfer, sell, let, lend, or
otherwise part with possession of the whole or any part of the Data to, or relay or disseminate
the whole or any part of the Data to, any other person or organisation, except as is expressly
permitted by the terms of this Licence Agreement.
4.4
The End-User may make a reasonable number of back-up copies of the Data for security and
disaster recovery purposes. The End-User may only use such archived back-up copies of the
Data for archive retention and retrieval purposes. The End-User shall ensure that its employees,
agents and sub-contractors comply with the terms of this clause.
4.5
The End-User shall upon reasonable prior notice grant Royal Mail and its agents reasonable
accompanied access during working hours to its premises, accounts and records relevant to this
Licence Agreement for the purposes of verifying and monitoring the End-User’s compliance with its
obligations under this Licence Agreement.
4.6
The Parties’ attention is drawn to the Data Protection Act 1998, Directive 95/46/EC of the
European Parliament and any legislation and/or regulations implementing them or made in
pursuance of them (the “Data Protection Requirements”). The End-User acknowledges that
Royal Mail is the data controller in respect of any personal data in the Data. Royal Mail and the
Solutions Provider acknowledge that the End-User is the data controller in respect of any
personal data in its own database whether it has been cleansed, modified or had Bureau
Services carried out in relation to it (in each case in accordance with this Licence Agreement)
or otherwise. The End-User agrees it will not do or omit to do any act which would place it, the
Solutions Provider or Royal Mail in breach of the Data Protection Requirements and each Party
warrants to the other that it will duly observe all its obligations under the Data Protection
Requirements which arise in connection with the performance of this Licence Agreement. The
End-User agrees that it shall:
4.6.1
implement appropriate technical and organisational measures to protect personal data
within the Data against accidental or unlawful destruction or accidental loss, alteration,
unauthorised disclosure or access;
4.6.3
promptly refer to Royal Mail (either directly or indirectly via the Solutions Provider
and/or Third Party Solutions Provider (if appropriate)) any queries relating to the
personal data within the Data from data subjects, the Information Commissioner or
any other law enforcement authority, for Royal Mail to resolve;
4.6.4
promptly upon request from Royal Mail provide such information to Royal Mail as
Royal Mail may reasonably require to allow it to comply, in relation to the personal
data within the Data, with the rights of data subjects, including subject access rights,
or with information notices served by the Information Commissioner; and
4.6.5
ensure that if, during the term of this Licence Agreement, it intends to make any
transfers of personal data within the Data
which are not European Commission
Approved Transfers, then it shall, prior to any such transfer, obtain Royal Mail’s
consent and at the End-User’s own cost provide such further information and sign
such further documents, agreements or deeds as Royal Mail may require to ensure
the adequate protection of the personal data.
For the purposes of this clause 4.6 “data controller”, “data subject”, “personal data” and
“processing” shall have the meanings ascribed to them in the Data Protection Act 1998.
4.7
The End-User shall ensure that any changes to the number of Users in relation to any Product
or Service are notified to the Solutions Provider or the Third Party Solutions Provider (as the
case may be) and that the number of Users does not exceed that permitted by the number and
type of licences granted to the End-User. The End-User shall have a mechanism or process in
place to ensure that the number of Users accessing the Data does not exceed the number and
type of licences granted to it.
4.8
Save as permitted in this clause 4.8, the End-User shall not provide the whole or any part of the
Data or al ow the provision of or access to the same to any sub-contractors of the End-User. The
Solutions Provider shall be permitted to provide the Data or allow the provision of or access to the
Data to its sub-contractors solely for the purposes of using such Data to provide services to the
End-User which are for the purposes of the provision of data storage and/or information technology
services to the End-User or where such sub-contractor is otherwise acting on behalf of the End-
User for the End-User’s own internal business purposes, provided that:
4.8.1
the Solutions Provider has given its prior written consent to the End-User’s use of such
sub-contractor (such consent not to be unreasonably withheld); and
4.8.2
such sub-contractor has entered into a written agreement with the End-User on terms
which are no less onerous than and which do not grant more extensive rights than
those contained in this Licence Agreement in relation to the Data and which:
(i)
includes termination provisions equivalent, as between End-User and its sub-
contractor, to those set out in this Licence Agreement and which provide that
the agreement will automatically terminate if this Licence Agreement is
terminated or if the End-User otherwise ceases to be licensed to use and/or
permit the sub-contractor to use the Data;
(ii)
contains
provisions
relating
to confidentiality and to the ownership and
protection of the Data and Intellectual Property Rights subsisting in and/or
relating to the same, which are no less onerous than and which do not grant
more extensive rights than those contained in this Licence Agreement, including
(without limitation) clauses 2 (Licence), 4 (Limitations on Use of the Data by
End-Users), 7 (Liability) and 8 (Property Rights in the Data); and
(iii)
enables Royal Mail to directly enforce all terms relating to the Data by virtue of
the Contracts (Rights of Third Parties) Act 1999; and
4.8.3
the End-User shall remain primarily responsible for the acts and omissions of its sub-
contractors as though they were its own and shall be responsible for all loss or damage
(whether direct or indirect or consequential) howsoever arising out of or in connection
with such sub-contractor’s use of or access to the Data.
4.9
Nothing in this Licence Agreement shall permit the End-User, through the receipt or carrying out of
Bureau Services, to use, or permit the use of the Data, for Data Creation.
4.10
The End-User may only receive Bureau Services from the Solutions Provider and/or carry out
Bureau Services subject to the limitations in clauses 4.10.1 to 4.10.3 below and only for the
purposes permitted in clauses 4.10.1 to 4.10.3 below, and provided also that it complies with the
provisions of this Clause 4.10:
4.10.1 The End-User shall not receive nor carry out Bureau Services in relation to any database
other than its own End-User Database.
4.10.2 Where Bureau Services have been performed in relation to the End-User Database in
accordance with this Licence Agreement that End-User Database may:
(i) be used by the End-User for its own internal use; and
(ii) subject to clause 4.10.3, be supplied by the End-User to any third party and
thereafter by any third party to any other third party;
in each case provided that each End-User Database upon which the Bureau Services
are performed and each copy thereof (whether supplied to a third party or otherwise)
shall include the following notice or, where the Solutions Provider (having received
consent from Royal Mail) gives its prior written consent, such other notice that is
substantially the same:
“This database (or part thereof) has been processed in accordance with Royal Mail’s
relevant licence terms against databases known as [PAF, Alias and Postzon] [
delete
database name if not applicable] in which Royal Mail owns or is authorised to use the
intellectual property rights therein. As a result of such processing this database
contains current postcodes and addresses as of [
insert date of last update]. You shall
reproduce this notice on any and all copies you make of this database.”
4.10.3 Where Bureau Services have been performed in relation to the End-User Database in
accordance with this Licence Agreement that End-User Database may not be supplied by
the End-User to any third party (or thereafter by any third party to any other third party)
where such End-User Database is a single End-User Database or part of a series of
connected End-User Databases comprising all or substantial y al the Delivery Points in
the United Kingdom.
For the purposes of this clause 4.10.3:
(i) the meaning of “substantially all” can be determined qualitatively or quantitatively
and shall be determined in the reasonable opinion of Royal Mail;
(ii) a database comprising “substantially all” the Delivery Points in the United
Kingdom shall include (but not be limited to) any database comprising seventy
percent (70%) or more of the Delivery Points in the United Kingdom from time to
time; and
(iii) the meaning of “series of connected databases” shall include (but not be limited
to) databases directly or indirectly derived from a single database.
4.10.4 The End-User may include the following statement, provided only that its use is
reasonable, on its business stationery and publicity material: “[
Name of Royal Mail
Solutions Provider/Third Party Solutions Provider/End-User] processes databases
against Royal Mail’s PAF, Alias and Postzon databases.”
4.10.5 The use of the statements set out in Clause 4.10.4 is not permitted after the date of
expiry or termination of this Licence Agreement.
4.10.6 The End-User shall, upon request from the Solutions Provider, advise it of the details
of all third parties to whom the End-User has supplied an End-User Database upon
which the Bureau Services have been performed. For the avoidance of doubt, this
does not include the details of other third parties to which that End-User Database
was supplied by the third parties that were supplied it directly by the End-User.
4.11
The End-User shall ensure that its employees, agents and sub-contractors comply with the terms
of this Clause 4.
5.
ADDITIONAL TERMS FOR SPECIAL PRODUCTS
5.1
General
(a)
Where the End-User purchases a Special Product then the provisions of this Clause 5 shall apply,
in addition to the other terms and conditions of this Licence Agreement.
(b)
Except as and only to the extent expressly permitted pursuant to this Licence Agreement, the
End-User shall not use any Special Product or the whole or any part of the Data as contained in
the Special Product to:
(i)
produce or assist in the production of its own products for sale to a third party
including (without limitation) Special Products;
(ii)
offer any Look Up Service to a third party;
(iii)
otherwise offer any elements of the Data (including individual addresses and/or
Postcodes) as contained in the Special Product (including any Delivery Points) to a
third party; or
(iv)
shall not use any Special Product to perform Bureau Services for any third party.
(c)
If the End-User wishes to carry out any of the activities set out in Clause 5.1(b), then the End-User
must contact Royal Mail and enter into a separate agreement dealing with the appropriate
licensing and licence fees. The End-User must not carry out any of such activities until it has
completed this process.
5.2
End-User Per Click Product
(a)
Where the End-User uses an End-User Per Click Product, the End-User shall:
(i)
only use the End-User Per Click Product to carry out Transactions for the purpose of
capturing, verifying, updating or amending details entered by a Service Recipient or
prospective Service Recipient on the End-User’s website and only for the purpose of
despatching a product or for the provision of a service that is offered on such website
to the Service Recipient;
(ii)
ensure that the End-User Per Click Product is configured in such a way that a request is
initiated by a Service Recipient of the End-User via the End-User’s website to verify,
update or amend a single address or Postcode entered by that Service Recipient on the
End-User’s website. Upon receipt of that request, the System upon which the End-User
Per Click Product is stored (whether this is the End-User’s or the Solutions Provider’s
System) must respond by returning a correct address or Postcode or confirming that the
address inputted is correct;
(iii)
where the End-User Per Click Product is stored on its own System, and except where it is
required by the Solutions Provider to pay only an annual fee rather than fees on a per
Transaction basis, control access to that System by means of transaction management
software. The transaction management software must include the Per Click Mechanism
to count the number of Transactions and must ensure that the number returns of
Postcodes or Delivery Points (or combinations of Postcode and Delivery Point) in any
Transaction shall be no more than one hundred (100);
(iv)
except where it is required by the Solutions Provider to pay only an annual fee rather than
fees on a per Transaction basis, monitor the number of Transactions performed and
report this accurately to the Solutions Provider;
(v)
not use the Data, or any part of it, as contained in the End-User Per Click Product
elsewhere in its organisation or for any purpose other than to operate the End-User Per
Click Product.
(b)
The End-User shall not use the End-User Per Click Product for any other purpose other than as
permitted in Clause 5.2(a) and shall not pass on any part of the Data obtained as a result of using
the End-User Per Click Product to any third party unless expressly permitted in accordance with
this Licence Agreement.
5.3 Password
Function
Product
Where the End-User has been supplied with the Password Function Product (which is a Remote Access
Product only), the End-User shall ensure that single passwords are not shared between Users.
5.4 Look
Up
Service
(a)
Where the End-User provides a Look Up Service, the End-User shall:
(i)
at all times have possession and control of the Data and under no circumstances shall
the End-User pass the same to any of its Service Recipients or other third party other
than as expressly permitted by this clause 5.4;
(ii)
only offer the Look Up Service as a look-up service, which enables its Service
Recipients to search for an individual address and/or postcode;
(iii)
ensure that access to the Look Up Service is controlled by means of transaction
management software. This transaction management software must include the Per
Click Mechanism to count the number of Transactions and must ensure that the
number returns of Postcodes or Delivery Points (or combinations of Postcode and
Delivery Point) in any Transaction shall be no more than one hundred (100);
(iv)
only provide the information set out in clause 5.4(a)(ii) above in response to an
enquiry submitted by a Service Recipient contacting the End-User;
(v)
only permit each Service Recipient to submit fifteen (15) enquiries to the look up
service each day and shall only provide responses to fifteen (15) such enquiries per
day from each Service Recipient; and
(vi)
where it provides the Look Up Service over the internet it must only offer the Look Up
Service on its own website and not on any third party website and it must provide its
Service Recipients with the “Service Recipient Licence” set out at Annex 3B.
5.5
Internal Use Per Click Product
(a)
Where the End-User has been supplied with an Internal Use Per Click Product it must use this
only for own internal use and not for the supply of any Data by to any other person, and it shall:
(i)
only order one Internal Per Click Product per annum;
(ii)
only carry out a maximum of five hundred (500) Transactions per annum using that
Internal Use Per Click Product; and
(iii)
ensure that access to the Internal Use Per Click Product is controlled by means of
transaction management software. This transaction management software must
include the Per Click Mechanism to count the number of Transactions and must
ensure that the number of returns of Postcodes or Delivery Points (or combinations of
Postcode and Delivery Point) in any Transaction shall be no more than one hundred
(100).
5.6
Associated User Product
(a)
Where the End User has established or does operate an Associated User Network and
receives or uses an Associated User Product supplied by the Solutions Provider then it shall be
liable to pay to the Solutions Provider the appropriate fee relating to the Associated User
Product and this shall be on behalf of itself and all the Associated Users that are members of
its Associated User Network. That End User also must comply with and ensure that the
Associated Users comply with the following conditions:
(i)
the Associated User Product may only be used by the End User and the Associated
Users that participate in its Associated User Network, and only for the purposes of
capturing, completing and/or verifying address details of Service Recipients or
potential Service Recipients whose details will be entered by such End User and/or
Associated Users;
(ii)
the Associated User Product must only be operated on that End User’s System and
must only be accessible by the Associated Users that participate in its Associated
User Network and over a secure electronic connection with technical restrictions to
prevent use by any other person;
(iii)
the Associated User Product must only be used in connection with the supply or offers
of supply of products and/or services supplied in accordance with a common identity
and business format or method which is specified in the Associated User Contract
and/or the provision of information on those products and/or services, in each case to
Service Recipients or potential Service Recipients.
(b)
Where the End User has established or does operate an Associated User Network and
receives or uses an Associated User Product supplied by the Solutions Provider then it shall
enter into a written agreement with each Associated User that participates in its Associated
User Network on terms equivalent to and which are no less onerous than and which do not grant
more extensive rights than those contained in the “End-User Agreement” which it entered into
with the Solutions Provider (including, without limitation, those provisions relating to the
licensing and limitations on the use of the Data, termination, confidentiality, liability and
property rights in the Data) and which:
(i)
ensures that each Associated User which receives or uses an Associated User
Product then it shall not be liable to pay a fee to the Solutions Provider relating to that
Associated User Product except where this has not been paid by the End User that
established or that operates the relevant Associated User Network;
(ii)
permits the Associated User to use the Associated User Product only for the purposes
of capturing, completing and/or verifying address details of Service Recipients or
potential Service Recipients whose details the Associated User enters;
(iii)
permits the Associated User to access the Associated User Product only on the
System of the End User that established or that operates the relevant Associated
User Network and only over a secure electronic connection;
(iv)
permits the Associated User to use the Associated User Product only in connection
with the supply or offers of supply of the products and/or services supplied in
accordance with a common identity and business format or method which is specified
in the Associated User Contract and/or the provision of information on those products
and/or services, in each case to Service Recipients or potential Service Recipients;
(v)
enables Royal Mail to directly enforce its terms by virtue of the Contracts (Rights of Third
Parties) Act 1999; and
(vi)
ensures that the End-User that has established or that operates the Associated User
Network shall remain primarily responsible for the acts and omissions of the Associated
Users as though they were its own and shall be responsible for all loss or damage
(whether direct or indirect or consequential) howsoever arising out of or in connection
with such Associated Users’ use of or access to the Data.
(c)
On request from the Solutions Provider the End User that has established or that operates an
Associated User Network shall: (i) notify the Solutions Provider in writing of all Associated
Users that participate in that End User’s Associated User Network; (ii) provide the Solutions
Provider with copies of the agreements between such End-User and the Associated Users that
participate in that Associated User Network; and (iii) provide evidence to the Solution Provider’s
reasonable satisfaction which shows that an End User that it identifies as an Associated User is
a genuine Associated User; and in each case such End-User shall permit the Solutions
Provider to provide the same to Royal Mail.
6. FEES
6.1
The Solutions Provider acknowledges that the fees that it is charged by Royal Mail in relation to the
Data and its subsequent usage by End-Users are the same as are charged general y to al
solutions providers operating under the same or similar terms. Such fees may be decreased or
increased by Royal Mail on or around 31st August each year. The current fees are, and any varied
fees will be, made publicly available by Royal Mail by being published on its website, which is
currently at www.royalmail.com, from time to time. The Solutions Provider acknowledges that it is
not under any obligation to Royal Mail to charge certain fees to the End-User.
7. LIABILITY
7.1
Royal Mail does not in any way warrant the accuracy or completeness of the Data and shall not be
liable for any loss or damage (whether direct or indirect or consequential) howsoever arising out of
or in connection with this Licence Agreement or its termination, except to the extent that such
liability may not be lawfully excluded.
7.2
Royal Mail is not liable in any way in respect of any Data, Products or Services provided by the
Solutions Provider or Third Party Solutions Provider (as the case may be) to the End-User.
7.3
Even if the Products and/or Services provided to the End-User by the Solutions Provider or the
Third Party Solutions Provider are designated as Post Office or Royal Mail approved, Royal Mail
does not in any way warrant that such Products and/or Services have been tested for use by any
party or that such products and/or services will be suitable for or be capable of being used by any
party.
7.4
Royal Mail shall not be obliged in any circumstances to provide any Data or any Products or
Services direct to the End-User.
7.5
For the avoidance of doubt, neither party excludes liability for any personal injury or death which is
caused by their negligence or for any other liability which may not be excluded by law.
8.
PROPERTY RIGHTS IN THE DATA
8.1
The Data and all Intellectual Property Rights subsisting in and/or relating to the Data from time to
time are and shall remain the property of Royal Mail or its licensors. The End-User shal acquire
no rights in the Data or the Intellectual Property Rights except as expressly provided in this
Licence Agreement. This Licence Agreement shall not operate as an assignment by Royal Mail of
any Intellectual Property Rights that may subsist in or relate to the Data.
8.2
The End-User shall not remove or tamper with any Intellectual Property Rights notice attached or
used in relation to the Data.
8.3
The Licence Agreement does not grant to the End-User any right to use any of the trade marks,
service marks, business names or logos of Royal Mail.
8.4
The provisions of this Clause shall continue to operate after the termination of this Licence
Agreement.
9. ASSIGNMENT
The End-User shall not assign or otherwise transfer this Licence Agreement or any part of it (including
any licence) without the prior written consent of the Solutions Provider.
10. GENERAL
This Licence Agreement shall be governed by and construed in accordance with English law. The parties
hereby irrevocably submit to the jurisdiction of the English courts.
ANNEX 3B
SERVICE RECIPIENT LICENCE FOR LOOK UP SERVICE
You are receiving or have received information which is derived from databases (or parts or extracts
thereof) of which Royal Mail is the owner or creator, or otherwise authorised to use (the “Data”). Royal
Mail owns, or is licensed, all Intellectual Property Rights which subsist in and/or relate to that Data from
time to time. You must not at any time copy, reproduce, publish, sell, let, lend, extract, reutilise or
otherwise part with possession or control of or relay or disseminate any part of this information or use it
for any purpose other than your own private or internal use. You shall only be entitled to submit a
maximum of fifteen (15) enquiries to this Look Up Service per day.
