Warning: Under no circumstances will Royal Mail supply any data to or license any use of any data by a Data Partner prior to receipt of a completed and signed copy of a Data Supply Agreement and a Data Licence Agreement

PAF - DATA PARTNER - DATA LICENCE AGREEMENT - GENERIC USE

DEAL SHEET

Warning: Under no circumstances will Royal Mail supply any data to or license any use of any data by a Data Partner prior to receipt of a completed and signed copy of a Data Supply Agreement and a Data Licence Agreement

PAF - DATA PARTNER - DATA LICENCE AGREEMENT - GENERIC USE

THIS AGREEMENT is between Royal Mail and Data Partner.

The terms of this Agreement are intended to govern the use of all Data supplied to the Data Partner pursuant to the Data Supply Agreement with Royal Mail and as specified in any Data Supply Order Form signed by the Data Partner and accepted by Royal Mail from time to time. Such signed and accepted Data Supply Order Form will not operate to form a separate contract incorporating the terms and conditions of this Agreement.

RECITALS:

THE PARTIES AGREE THAT

“Address Management Unit” shall mean the Address Management Unit at Fourth Floor, Slindon Street, PORTSMOUTH, PO1 1AF, or such other address as Royal Mail may notify the Data Partner from time to time;

“Agreement” means the body of this agreement together with its annexes;

“Alias” means the database known as the `Alias File', which contains `Locality', `Thoroughfare', `Alias-Delivery Point' and `County Alias' details;

“Associated Information” means any data from the Postzon and/or Alias databases;

“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:

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 Royal Mail) 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 Data Partner 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:

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;

“Data” means the databases known as PAF, and/or Postzon and/or Alias and any extracts from or updates to any of the same that the Data Partner has specified in the relevant Data Supply Order Form, and which form the subject matter of the Licence;

“Data Creation” means the use of the Data, whether incorporated in a Product or Service or otherwise, to create a Record or Records not already held on any database or mailing list owned by or licensed to the End-User;

“Data Partner” shall have the meaning attributed to it on the Deal Sheet;

“Data Partner Registration Form” means the form (which may be a hard or electronic copy) notified to the Data Partner by Royal Mail as the Data Partner Registration Form from time to time;

“Dataset” means the raw data collated by the Data Partner, which is added to, modified and/or enhanced by the Data or any part of it and which does not contain and is not provided in conjunction with any functionality, software or services;

“Data Storage Medium” means the format on which the Data is supplied to the Data Partner as specified in the Data Supply Order Form, as accepted by Royal Mail from time to time, and as may be amended by Royal Mail from time to time;

“Data Supply Agreement” means the agreement between the Data Partner and Royal Mail for the supply of certain of the databases known as PAF, and/or Postzon and/or Alias and any extracts from or updates to any of the same;

“Data Supply Order Form” means the Data Supply Order Form as defined in the Data Supply Agreement;

“Deal Sheet” means the deal sheet attached at the front of and forming part of this Agreement;

“Delivery Point” means a complete postal address (business or residential), including a Postcode, to which mail is delivered;

“Delivery Point Suffix” or “DPS” means a two character code (one alpha, one numeric) which has been developed to enable 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;

“Effective Date” shall have the meaning attributed to it on the Deal Sheet;

“End-User” shall mean customers of Data Partners, Solutions Providers or Third Party Solutions Providers who wish to use: (i) Datasets supplied by the Data Partner; and/or (ii) Products and/or Services supplied by the Solutions Provider or the Third Party Solutions Provider, which are derived from or modified or enhanced by the Datasets; in each case for such customer's own internal use only except as and only to the extent expressly permitted pursuant to this Agreement;

“End-User Agreement” shall mean the end user agreement between Data Partner (or Solutions Provider or Third Party Solutions Provider, where appropriate) and End-User as described in Clause 4.3 and incorporating the Royal Mail Terms;

“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;

“End-User Registration Form” means the form (which may be a hard or electronic copy) notified to the Data Partner by Royal Mail as the End User Registration Form from time to time;

“European Commission Approved Transfers” means transfers of personal data: (a) within the European 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;

“Expiry Date” shall have the meaning attributed to it on the Deal Sheet;

“Fee” means the applicable fees payable pursuant to Clause 6 and Annex 1, including, where applicable, the Special Product Licence Fees;

“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” means the licence granted pursuant to Clause 3 and subject to the terms and conditions of this Agreement;

“Licence Fee” means the fees for the permitted use of the Datasets (whether as part of Products and/or Services or otherwise) by End-Users pursuant to Clause 6 and Annex 1 and calculated in accordance with paragraph 2 of Schedule 1 to Annex 1;

“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;

“Maximum Data Return” shall have the meaning given in the definition of “Transaction” in this Clause 1.1;

“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 housed on a Solutions Provider's or Third Party Solutions Provider's Systems;

“Per Click Licence Fees” means the fees charged on a per Transaction basis for the End-User Per Click Product, Look Up Service and Internal User Per Click Product as set out in Schedule 1 to Annex 1;

“Per Click Mechanism” means a mechanism to count the number of Transactions and so measure the Per Click Licence Fees;

“Postcode” means a single alphanumeric code owned and developed by Royal Mail and allocated by Royal Mail to identify an address or a number of addresses;

“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 Dataset itself, which incorporates or is created using the Dataset or any part of the Data therein 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 a Solutions Provider's or Third Party Solutions Provider's 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 a Solutions Provider's or Third Party Solutions Provider's for the purpose of remote access by the End-User;

“Royal Mail” shall have the meaning attributed to it on the Deal Sheet;

“Royal Mail Terms” means terms substantially the same as, and in any event which are no less onerous and no more extensive than, those terms and conditions that Royal Mail requires pursuant to this Agreement (including those set out in Annex 3) to be included in End-User Agreements, Solutions Provider Agreements or Third Party Solutions Provider Agreements (as appropriate);

“Service” means any service (including Bureau Services), other than an Excluded Service, in connection with the Dataset;

“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” shall mean persons who wish to obtain copies and updates of the Dataset from Data Partners to enhance their own Products and/or Services for supply to Third Party Solutions Providers and/or End-Users;

“Solutions Provider Registration Form” means the form (which may be a hard or electronic copy) notified to the Data Partner by Royal Mail as the Solutions Provider Registration Form from time to time;

“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;

“Special Product Licence Fees” means the fees as set out in paragraph 2.2 of Schedule 1 to Annex 1 for the permitted use of the Special Products by End-Users;

“Special Product Licence Fees Report” means the report relating to the Special Product Licence Fees in the form specified by Royal Mail from time to time;

“Specific Use Licence Agreement” means the Royal Mail licence agreement for the licensing of the 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 Data Partner, Solutions Provider, Third Party Solutions Provider or End-User (as appropriate);

“Term” means the period from the Effective Date until (and including) the Expiry Date or the date of any termination of this Agreement in accordance with its terms, if earlier;

“Third Party Solutions Provider” shall mean persons who wish to obtain copies and updates of Products and/or Services from Solutions Providers to enhance their own Products and/or Services for supply to End-Users (but not to sub-agents);

“Third Party Solutions Provider Agreement” shall mean an agreement between the Solutions Provider and the Third Party Solutions Provider with terms equivalent to and no less onerous than the End-User Agreement and as otherwise in accordance with this Agreement;

“Third Party Solutions Provider Registration Form” means the form (which may be a hard or electronic copy) notified to the Data Partner by Royal Mail as the Third Party Solutions Provider Registration Form from time to time;

“Transaction” means, in response to a query relating to a Delivery Point (or part thereof) and/or the Associated Information relating to a Delivery Point, a return of data of up to a maximum of one hundred (100) Delivery Points and the Associated Information relating to such returned Delivery Points (“Maximum Data Return”). For the avoidance of doubt:

(i) data comprising parts (rather than the whole) of Delivery Points may be returned;

(ii) further searches within the returned data (provided no additional data is returned as part of such search) are not considered to be a further “Transaction”;

(iii) returns of data in excess of the Maximum Data Return shall be an additional “Transaction” or additional “Transactions” (as appropriate depending on the amount of data returned);

“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 Data Partner, Solutions Provider or Third Party Solutions Provider of their Datasets or Products and/or Services (as appropriate);

“Year” means the period of twelve (12) months commencing on the Effective Date and each successive twelve-month period.

3 LICENCE

3.1 In consideration of the receipt of payments in accordance with Clause 6 and subject to Data Partner being a party to a valid and current Data Supply Agreement, Royal Mail hereby grants to the Data Partner the non-exclusive, non-transferable, revocable right to (i) use the Data to create, modify, provide and/or enhance its Datasets (ii) supply and sub-license the Datasets to Solutions Providers and to Third Party Solutions Providers via Solutions Providers and/or End-Users (but no other category of person), in each case for the Term in accordance with the terms of this Agreement, provided that the Data Partner shall ensure that:

3.1.1 the rights of Solutions Providers are limited to the non-exclusive, non-transferable, revocable (pursuant to the terms of this Agreement) right to use, for the Term, the Datasets which are derived from, modified or enhanced by the Data to create, modify and/or enhance their own Products and/or Services for supply to Third Party Solutions Providers and/or End-Users (but no other category of person including other Data Partners);

3.1.2 the rights of Third Party Solutions Providers are limited to the non-exclusive, non-transferable, revocable right to use those Products and/or Services of Solutions Providers which are derived from, modified or enhanced by the Datasets to create, modify, provide and/or enhance their own Products and/or Services for supply to End-Users only (but not to any other person including Solutions Providers and other Third Party Solutions Providers);

3.1.3 the rights of End-Users are limited to the non-exclusive, non-transferable and revocable right to use the Datasets and/or Products and/or Services described in this Clause 3.1 internally within their respective organisations only except as and only to the extent expressly permitted pursuant to this Agreement; and

3.1.4 each Solutions Provider, Third Party Solutions Provider and End-User (other than Associated Users) enters into a Solutions Provider Agreement, Third Party Solutions Provider Agreement or End-User Agreement (as appropriate) in accordance with Clause 4.3.1.

3.2 The Data Partner may make its Datasets available to potential Solutions Providers and End Users and may permit (i) a Solutions Provider to make its Products and/or Services available to potential Third Party Solutions Providers or End-Users and (ii) a Third Party Solutions Provider to make those and/or its own Products and/or Services available to potential End-Users, in each case prior to entering into a Solutions Provider Agreement, Third Party Solutions Provider Agreement or an End-User Agreement (as appropriate), provided that:

3.2.1 the purpose is (i) for the Data Partner to demonstrate that Dataset to the Solutions Provider or End User, or for the Solutions Provider to demonstrate its Product or Service to the Third Party Solutions Provider or End-User, or for the Third Party Solutions Provider to demonstrate its Product or Service to the End User, and/or to allow the Solutions Provider or End User to evaluate that Dataset or the Third Party Solutions Provider or End-User to evaluate that Product or Service, in each case with a view to the Solutions Provider, Third Party Solutions Provider or End-User purchasing that Dataset, Product or Service (as applicable); and (ii) not for commercial gain by the Data Partner, Solutions Provider, Third Party Solutions Provider or End-User (other than the reimbursement of costs reasonably incurred in making such Datasets, Products and/or Services so available);

3.2.2 subject to Clause 3.3, it shall not permit any Data to be extracted for use independently from such Dataset, Product or Service and, where technically possible, it has taken reasonable steps to ensure that the Data contained in that Dataset, Product or Service cannot be extracted for such independent use; and

3.2.3 subject to Clause 3.3, it ensures that such Product or Service is only used by such Solutions Provider, Third Party Solutions Provider or End User (as appropriate) for a fixed period of time, not exceeding three (3) months (or as otherwise agreed with Royal Mail);

3.3 Where the potential Solutions Provider, Third Party Solutions Provider or End User (as appropriate) has a genuine requirement to develop a wider solution and to evaluate the integration of any Data within that wider solution, then the Data Partner may make a Dataset available to that potential Solutions Provider or End-User, and may permit a Solutions Provider to make its own Product and/or Service available to that potential Third Party Solutions Provider or End-User, and may permit a Third Party Solutions Provider to make its own Product and/or Service available to that potential End-User (in each case prior to entering into a Solutions Provider Agreement, Third Party Solutions Provider Agreement or an End-User Agreement) and may permit extraction of the Data from the Dataset, Product or Service for a period of three (3) months (which is in addition to any period utilised pursuant to Clause 3.2.3), provided that:

3.3.1 it complies with the obligations set out in Clauses 3.2.1 to 3.2.4;

3.3.2 such extraction is only to the extent that it is reasonably required to integrate such a Dataset, Product or Service as part of that wider solution for evaluation within that solution;

3.3.3 such Dataset, Product or Service is only accessible to a maximum of ten (10) (or such higher number as may be agreed in writing with Royal Mail in advance) individuals in each case; and

3.3.4 upon request by Royal Mail, the Data Partner provides details to Royal Mail of: (i) those Solutions Providers, Third Party Solutions Providers and/or End-Users that have been permitted to extract Data from a Dataset, Product or Service (as applicable) pursuant to this Clause 3.3 and the commencement date of such period of permitted extraction; and (ii) reasonable evidence of the genuine requirement of those potential Solutions Providers, Third Party Solutions Providers and End Users to develop a wider solution and to evaluate the integration of any Data within that wider solution.

4. LIMITS ON USE OF THE DATA

4.1 The Data Partner shall:

4.1.1 except as and only to the extent expressly permitted pursuant to this Agreement, use the Data only for the purpose of creating, modifying and/or enhancing its Datasets and 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 organisations (including Solutions Providers, Third Party Solutions Providers and End-Users) other than as part of a Dataset; and

4.1.2 ensure that the End-User shall not have use of the Datasets (except as and only to the extent expressly permitted pursuant to this Agreement) to:

4.1.2.1 offer the Data (or any part thereof) to any third party; or

4.1.2.2 create its own product or service containing any of the Data and offer it to any third party.

4.2 Where the Data Partner permits a Solutions Provider or Third Party Solutions Provider to supply a Remote Access Product then the Data Partner must ensure that the Solutions Provider or Third Party Solutions Provider (as applicable):

4.2.1 at all times has possession and control of the Data that is to be used in relation to the Remote Access Product and store it on its System(s);

4.2.2 as far as is reasonably possible ensures that any and all methods used to remotely access the Data are at all times secure; and

4.2.3 controls access to its System referred to in Clause 4.2.1 by means of software, which monitors and records full details of who is accessing the Data to ensure that only properly licensed End-Users (and, if applicable, Users) are accessing the Remote Access Product.

4.3 Except during the period where a Dataset is provided pursuant to and in accordance with Clause 3.2 and/or 3.3, prior to supplying a Solutions Provider, Third Party Solutions Provider or End-User with any Data or Dataset, the Data Partner shall:

4.3.1 ensure that the End-User, Solutions Provider or Third Party Solutions Provider enters into the End-User Agreement, Solutions Provider Agreement or Third Party Solutions Provider Agreement (as appropriate) containing all the Royal Mail Terms that are relevant to the Dataset, Product and/or Service being supplied and which shall as part of that agreement:

4.3.1.1 require the End-User, Solutions Provider and Third Party Solutions Provider to comply with the terms of the End-User Agreement, Solutions Provider Agreement or the Third Party Solutions Provider Agreement (as appropriate);

4.3.1.2 provide for the Data Partner to forthwith terminate the Royal Mail Terms in the End-User Agreement, Solutions Provider Agreement and/or Third Party Solutions Provider Agreement (as appropriate) if:

(a) the End-User, Solutions Provider or Third Party Solutions Provider is in breach of any of the Royal Mail Terms contained in the End-User Agreement, Solutions Provider Agreement or Third Party Solutions Provider Agreement (as appropriate) and where the breach is remediable further fails to remedy the position within 28 days of the date of written notification of such breach;

(b) the Third Party Solutions Provider/Solutions Provider/End-User is unable to pay its debts as they fall due or otherwise becomes insolvent, or if a receiver or an administrative receiver is appointed over any or all of the assets of the Third Party Solutions Provider/Solutions Provider/End-User, or if any arrangement, compromise or composition of the Third Party Solutions Provider's/Solutions Provider's/End-User's debts is proposed or made by the Third Party Solutions Provider/Solutions Provider/End-User, or if the Third Party Solutions Provider/Solutions Provider/End-User enters or is entered into any proceedings for administration or liquidation or otherwise becomes subject to dissolution proceedings, or if any analogous event occurs in any other jurisdiction in which the Third Party Solutions Provider/Solutions Provider/End-User carries out its business;

(c) the Third Party Solutions Provider/Solutions Provider/End-User brings Royal Mail into disrepute; or

(d) the Third Party Solutions Provider/Solutions Provider/End-User discloses any information relating to the business of Royal Mail which is specified by Royal Mail as being confidential;

4.3.1.3 provide that, subject to Clause 11.4, the Royal Mail Terms in the Third Party Solutions Provider Agreement/Solutions Provider Agreement/End-User Agreement shall automatically terminate if this Agreement is terminated;

4.3.1.4 provide that on termination or expiry of the Royal Mail Terms in the Third Party Solutions Provider Agreement/Solutions Provider Agreement/End-User Agreement the Third Party Solutions Provider/Solutions Provider/End-User shall either: (i) return to the Data Partner or Solutions Provider or Third Party Solutions Provider (as the case may be) all copies of the Data (and any part of such Data) and all supporting documentation supplied to it; or (ii) permanently delete or destroy all copies and reproductions of the Data (and any part of such Data) and all supporting documentation supplied to it, which, in each case, it is reasonably able to destroy or delete, and confirm in writing to the Data Partner or Solutions Provider or Third Party Solutions Provider (as the case may be) that this has been done;

4.3.1.5 enable Royal Mail to directly enforce the Royal Mail Terms by virtue of the Contracts (Rights of Third Parties) Act 1999;

4.3.1.6 where the Data, whether as part of a Dataset, Product or Service or otherwise, is to be supplied to and used by Solutions Providers, Third Party Solutions Providers and/or End Users for the purposes of addressing mail, provide for Data updates to be incorporated into such Dataset, Product or Service within three months of such updates being issued to the Data Partner in an acceptable and readable manner, pursuant to this Agreement;

4.3.1.7 in the case of a Solutions Provider Agreement and Third Party Solutions Provider Agreement, provide for Solutions Providers and Third Party Solutions Providers to acknowledge and agree that the obligations (vis-à-vis Third Party Solutions Providers and End-Users, as applicable) of, and limitations on use of Data (whether as part of a Dataset, Product or Service or otherwise) by, the Data Partner under this Agreement shall apply to the Solutions Provider and Third Party Solutions Provider and, in particular (but without limitation):

(a) provide for the collection from End-Users and remittance to the Data Partner of End-User Licence fees for the purpose of enabling the Data Partner to fulfil its obligations to Royal Mail hereunder;

(b) the provisions of Clauses 4.3.1.3, 4.3.1.4, 5, 8.1, 8.6 and 9 shall be expressly brought to the attention of the Solutions Provider and Third Party Solutions Provider;

4.3.2 ensure that each Solutions Provider, Third Party Solutions Provider and End-User completes a Solutions Provider Registration Form, Third Party Solutions Provider Registration Form or End-User Registration Form (as appropriate) and the Data Partner shall forward such form by email (unless otherwise agreed with Royal Mail) to the Address Management Unit with the next report that the Data Partner is due to send to Royal Mail pursuant to Clause 6.2.

4.4 Save as permitted in this Clause 4.4, the Data Partner shall not provide the whole or any part of the Data or allow the provision of or access to the same to any agents or sub-contractors of the Data Partner. The Data Partner 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 Data Partner which relate to the creation or development of the Data Partner's Datasets or are for the purposes of the provision of data storage and/or information technology services to the Data Partner or where the sub-contractor is otherwise acting on behalf of the Data Partner for the Data Partner's own internal business purposes, provided that:

4.4.1 the Data Partner has nominated that agent or sub-contractor in the Data Supply Order Form and Royal Mail has accepted the same or Royal Mail otherwise gives its prior written consent to Solution Provider's use of such agent or sub-contractor (such consent not to be unreasonably withheld); and

4.4.2 such agent or sub-contractor has entered into a written agreement with the Data Partner on terms which are no less onerous than and which do not grant more extensive rights than those contained in this Agreement and which:

(i) complies with the requirements of Clauses 4.3.1.1 to 4.3.1.4 above, as if the agent or sub-contractor (as appropriate) were a Solutions Provider, Third Party Solutions Provider or an End-User;

(ii) contains provisions relating 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 Agreement, including (without limitation) Clauses 3 (Licence), 4 (Limits on Use of Data), 7 (Confidentiality), 8 (Liability) and 9 (Property Rights in the Data); and

(iii) enables Royal Mail to directly enforce its terms by virtue of the Contracts (Rights of Third Parties) Act 1999; and

4.4.3 the Data Partner shall remain primarily responsible for the acts and omissions of its agents and 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 agent or sub-contractor's use of or access to the Data.

4.5 Save as provided by this Clause 4, the Data Partner shall not at any time reproduce, publish, sell, let, lend or otherwise part with possession of the Data or relay or disseminate the Data but the Data Partner may make as many back-up copies as are necessary for the following purposes only: security, disaster recovery, development and testing of each version of the Data. The Data Partner shall ensure that its employees and staff comply with the terms of this sub-clause.

4.6 The Data Partner shall grant Royal Mail or its agents reasonable accompanied access upon reasonable prior notice, during working hours, to their premises, accounts and records relevant to this Agreement for the purpose of verifying and monitoring the Data Partner's performance of their obligations under this Agreement.

4.7 Where the Data Partner's Datasets are to be supplied to and/or used by Solutions Providers, Third Party Solutions Providers and/or End Users for the purposes of addressing mail, the Data Partner shall ensure that the Data updates are incorporated into such Datasets, Products and Services (as applicable) supplied to End-Users within three months of such updates being issued in an acceptable readable and useable manner to the Data Partner pursuant to this Agreement. The Data Partner shall also emphasise to End-Users the importance of incorporating updates as soon as possible.

4.8 The Data Partner shall sign and date two copies of this Agreement, and the Data Partner Registration Form and return them to the Address Management Unit.

4.9 The Data Partner shall use all reasonable endeavours to ensure that the details contained in the completed Solutions Provider Registration Forms, Third Party Solutions Provider Registration Forms and/or End-User Registration Forms are correct and that any changes, including without limitation, the Number of Users are promptly notified to the Address Management Unit.

4.10 The Data Partner shall be responsible for enforcing and shall enforce the terms of End-User Agreements and Solutions Provider Agreements and shall ensure that Solutions Providers enforce the terms of any Third Party Solutions Provider Agreements.

4.11 The Data Partner shall not, and shall procure that the Third Party Solutions Provider and Solutions Provider shall not, advertise its Dataset, Products or Services (as applicable) relating to the Data as Royal Mail approved or anything similar or imply such is the case unless Royal Mail has given its express prior written permission to the form of such an advertisement.

4.12 The Data Partner shall in no circumstances warrant or in any way imply to an End-User or a Third Party Solutions Provider or a Solutions Provider that Royal Mail is in any way warranting that a Dataset, Product or Service is suitable for or is capable of being used by any End-User, Third Party Solutions Provider or Solutions Provider.

4.13 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 Data Partner acknowledges that Royal Mail is the data controller in respect of any personal data in the Data that the Data Partner processes in the course of the possession, use and processing of the Data. The Data Partner agrees it will not do or omit to do any act which would place it 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 Agreement. The Data Partner agrees that, as data processor, it shall:

4.13.1 only carry out processing on Royal Mail's instructions as data controller from time to time;

4.13.2 implement appropriate technical and organisational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access;

4.13.3 promptly refer to Royal Mail any queries from data subjects, the Information Commissioner or any other law enforcement authority, for Royal Mail to resolve;

4.13.4 promptly upon request from Royal Mail provide such information to Royal Mail as Royal Mail may reasonably require to allow it to comply with the rights of data subjects, including subject access rights, or with information notices served by the Information Commissioner; and

4.13.5 ensure that if, during the term of this 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 Data Partner'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 4.13 “data controller”, “data processor”, “data subject”, “personal data” and “processing” shall have the meanings ascribed to them in the Data Protection Act 1998.

4.14 For the avoidance of doubt, where the Data Partner wishes to use the Data for its own internal purposes as if it was an End-User then the Data Partner shall enter into an end-user agreement directly with Royal Mail on terms equivalent to the End-User Agreement.

4.15 Unless expressly stated otherwise, Data provided as part of a Dataset or Product or Service may only be used in exercising the functionality and purpose of that same Product or Service as provided by the Data Partner, Solutions Providers or Third Party Solutions Provider (as applicable). Where the End-User wishes to use or does use the Data in relation to any other dataset then the Data Partner may permit this provided that each such dataset shall be deemed to be a Dataset (as appropriate) and, for the avoidance of doubt, the appropriate additional Licence Fees and Special Product Licence Fees shall be payable as if it was such a Dataset. The Data Partner shall report the same to Royal Mail in each case in accordance with Clause 6.

5. BUREAU SERVICES

5.1 The Data Partner shall not use the Data, whether as part of a Dataset or otherwise, for the provision of Bureau Services.

5.2 The Data Partner may permit Solutions Providers, Third Party Solutions Providers and End Users to use the Data for the provision of Bureau Services, subject to the limitations in Clauses 5.3 to 5.6 below and only for the purposes permitted in Clauses 5.3 to 5.6 below, and provided also that the Data Partner complies with, and where relevant ensures that the Solutions Provider, Third Party Solutions Provider and End-User acts in accordance with, the terms and conditions of this Agreement and in particular the provisions of this Clause 5.

5.3 Nothing in this Agreement shall permit the Data Partner to permit the use of the Data, through the carrying out of Bureau Services, by any Solutions Provider, Third Party Solutions Provider or any End-User, for Data Creation.

5.4 The Data Partner shall ensure that no Solutions Provider, Third Party Solutions Provider or End-User shall perform Bureau Services in relation to any database other than an End-User Database.

5.5 Where Bureau Services have been performed in relation to an End-User Database in accordance with this Agreement that End-User Database may be:

5.5.1 used by the End-User for its own internal use; and

5.5.2 subject to Clause 5.6, 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 such End-User Database upon which the Bureau Services have been performed and each copy thereof (whether supplied to a third party or otherwise) shall include, both before and after any termination of expiry of this Agreement, the following notice or, where 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.”

5.6 Where Bureau Services have been performed in relation to an End-User Database in accordance with this Agreement that End-User Database may be used by the End-User for its own internal purposes only and 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 substantially all the Delivery Points in the United Kingdom.

For the purposes of this Clause 5.6:

(iii) the meaning of “series of connected databases” shall include (but not be limited to) databases directly or indirectly derived from a single database.

5.7 The Data Partner may include and may permit each Solutions Provider, Third Party Solutions Provider and End-User to include the following statement, provided that its use is reasonable, on its business stationery and publicity material: “[Name of Royal Mail Data Partner/Third Party Solutions Provider/End-User] processes databases against Royal Mail's PAF, Alias and Postzon databases.”

5.8 The use of the statement set out in Clause 5.7 is not permitted after the date of expiry or termination of this Agreement.

5.9 The Data Partner shall, upon request from Royal Mail, ensure that End-Users advise it of the name and contact details of all third parties to whom such 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.

6. FEES

6.1 The sums due under this Agreement shall be: (a) the appropriate Licence Fees; and (b) the appropriate Special Product Licence Fees; together the “Fee”. Royal Mail shall be entitled to invoice the Data Partner in accordance with the timescales set out in paragraph 2 of Annex 1.

6.2 The Data Partner shall provide to the Address Management Unit, within ten (10) working days of the start of each month, reports in such format as are required by Royal Mail (and which shall, if applicable, include the Special Product Licence Fees Report), detailing all Solutions Providers, Third Party Solutions Providers and End-Users in relation to whom any fees are payable to Royal Mail (as from the date each entered into a Third Party Solutions Provider Agreement or End-User Agreement (as applicable)), and specifying in each case, the level of Data, numbers of Users, Products, Services and Special Products relevant to each End-User (whether provided directly by the Data Partner or via the Solutions Providers (not sure about this one?), Third Party Solutions Provider) and the Licence Fees and Special Product Licence Fees due to Royal Mail, as calculated in accordance with Annex 1 and paragraph 2 of Schedule 1 to Annex 1.

6.3 Royal Mail shall be entitled in good faith to estimate the amount of fees payable by the Data Partner in the event that the reports referred to in Clause 6.2 are not received on time, and the Data Partner shall, unless otherwise agreed with Royal Mail, pay in accordance with any such estimate invoiced to it by Royal Mail on the due date for payment specified in paragraph 2 of Annex 1. Any discrepancy between the amount actually due and the amount estimated by Royal Mail shall be corrected for the purposes of future payments due from the Data Partner, provided that Royal Mail is in receipt of proper reports in accordance with Clause 6.2, and, if appropriate, Royal Mail shall be entitled to invoice the Data Partner in relation to the same.

6.4 Royal Mail shall be entitled to decrease or increase any or all of the Fees payable to it or to modify or amend the payments structure set out at Annex 1 and paragraph 2 of Schedule 1 to Annex 1 or in the End-User Agreement on or around 31 August each year and provided that such increase applies generally to all solutions providers contracting with Royal Mail on its standard terms for the licensing of the Data (other than Specific Use Licence Agreements).

6.5 Royal Mail shall give the Data Partner twelve (12) months' prior written notice of the details of any decrease or increase to the Fees or amendment or modification to the payment structure made in accordance with Clause 6.4. The Data Partner shall, upon receipt of notice of an amendment or modification to the pricing structure (as opposed to a straightforward decrease or increase), then be entitled to terminate this Agreement by giving Royal Mail not less than one month's notice in writing expiring on or before the last day of the notice given by Royal Mail.

6.6 The Data Partner shall use all reasonable endeavours to ensure that Solutions Providers, Third Party Solutions Providers and End-Users are aware that the fees charged by Royal Mail in relation to the Data are published on the Royal Mail website.

6.7 If the Data Partner does not pay Royal Mail in accordance with this Agreement, without prejudice to any other right or remedy available to Royal Mail, Royal Mail shall be entitled to charge interest on all overdue amounts until payment is received in full. The annual rate of interest charged shall be 4% above the Bank of England base rate which prevails during the period of the overdue debt.

7. CONFIDENTIALITY

7.1 Royal Mail and the Data Partner shall ensure that any Confidential Information of the other party is not disclosed to any third party other than their professional advisers or where required by law or a Court of competent jurisdiction to be publicly released to the extent necessary to comply with such law or with Order of such Court.

7.2 Royal Mail and the Data Partner shall take all reasonable measures to ensure that their respective employees, agents and sub-contractors comply with the terms of Clause 7.1.

7.3 The Parties' obligations under this Clause shall continue to subsist notwithstanding termination of the Agreement.

7.4 The Data Partners shall, upon request from Royal Mail, supply information relevant to this Agreement on an End-User, Third Party Solutions Provider or Solutions Provider. Any such information shall be treated as Confidential Information by Royal Mail.

8. LIABILITY

8.1 Royal Mail does not warrant the accuracy or completeness of the Data nor does it warrant that the Data will meet the requirements of the Data Partner, Solutions Provider, Third Party Solutions Provider or End-User.

8.2 Neither Party shall be liable to the other party for any loss or damage caused by its failure to perform any of its obligations under this Agreement if such failure is due to circumstances beyond its control, including but not limited to inability to obtain the information or materials necessary to carry out its obligations under this Agreement.

8.3 In the event that any defect in the Data Storage Medium on which the Data is supplied causes any loss whatsoever to the Data Partner or any third party, the liability of Royal Mail shall be limited to the supply to the Data Partner of replacement(s) of the defective item(s).

8.4 Without prejudice to the foregoing neither party shall be liable for any loss or damage suffered or incurred by the other or any third party in connection with this Agreement save that each party shall be liable for direct loss suffered by the other which arises as a result of that party's negligence or breach of contract.

8.5 Without prejudice to the foregoing each party's total liability under this Agreement for the duration of its Term shall be limited to £250,000 per claim or series of connected claims PROVIDED THAT this shall not operate as a limitation on the Data Partner's obligations under Clause 6.1.

8.6 If this Agreement is terminated for any reason whatsoever Royal Mail shall not be liable to provide the Data Partner, Solutions Provider, Third Party Solutions Provider or an End-User with the Data or any product or service relating to the Data nor shall Royal Mail be liable for the consequences of the inability of the Data Partner to comply with the terms of an End-User Agreement or Third Party Solutions Provider Agreement or any other arrangements which the Data Partner may have entered into with an End-User, Third Party Solutions Provider, Solutions Provider, or any other third party.

8.7 For the avoidance of doubt, neither Party limits or excludes liability for any negligence which results in personal injury or death, or for any other liability which may not be limited or excluded by law.

8.8 Each provision of this Clause 8 is to be construed as a separate limitation or other provision (applying and surviving even if for any reason one or other of the said limitations or provisions is held inapplicable or unreasonable in any circumstances) and shall remain in force notwithstanding termination of this Agreement.

9. PROPERTY RIGHTS IN THE DATA

9.1 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 Data Partner shall acquire no rights in the Data or the Intellectual Property Rights except as expressly provided in this Agreement. This Agreement shall not operate as an assignment by Royal Mail of any Intellectual Property Right that may subsist in or relate to the Data.

9.2 The Data Partner shall not remove or tamper with any existing copyright or database right notice attached to or used in relation to the Data.

9.3 Property in the Data Storage Medium and all supporting documentation remains vested in Royal Mail at all times. All outdated tapes and documentation shall be either securely stored or destroyed by the Data Partner at its discretion.

9.4 Upon termination of any End-User Agreement ,Third Party Solutions Provider Agreement or Solutions Provider Agreement, the Data Partner shall ensure and confirm in writing to Royal Mail that all copies of the Data in the possession of the relevant End-User , Third Party Solutions Provider or Solutions Provider are returned to the Data Partner within six months of termination or, alternatively, that the Data, to the extent that it is capable of being deleted, destroyed or rendered inaccessible and unusable, has been deleted, destroyed or rendered inaccessible and unusable.

9.5 The provisions of this Clause 9 shall continue to operate after the termination of this Agreement.

10. ASSIGNMENT

10.1 The Data Partner shall not assign or otherwise deal with this Agreement or any part of it without the prior consent in writing of Royal Mail, such consent not to be unreasonably withheld. Royal Mail shall have the rights to assign or sub-contract this Agreement without consent.

11. TERMINATION

11.1 Each Party may terminate this Agreement by giving not less than one year's notice in writing to the other expiring, at the earliest, on the Expiry Date. The Data Partner shall ensure that it communicates any notice of termination to Solutions Providers, Third Party Solutions Providers and End-Users within one month of the date of the notice.

11.2 Royal Mail may terminate this Agreement forthwith:

11.2.1 if the Data Partner fails to comply with any of the terms of this Agreement or the Data Supply Agreement and, if such failure is capable of remedy, further fails to remedy the position within 28 days of the date of written notification of the failure by Royal Mail; or

11.2.2 if the Data Partner is unable to pay its debts as they fall due or otherwise becomes insolvent, or if a receiver or an administrative receiver is appointed over any or all of the assets of the Data Partner, or if any arrangement, compromise or composition of the Data Partner's debts is proposed or made by the Data Partner, or if the Data Partner enters or is entered into any proceedings for administration or liquidation or otherwise becomes subject to dissolution proceedings, or if any analogous event occurs in any other jurisdiction in which the Data Partner carries out its business; or

11.2.3 if the Data Partner brings Royal Mail into disrepute; or

11.2.4 if the Data Supply Agreement expires or is terminated.

11.3 The Data Partner may terminate this Agreement:

11.3.1 in the manner and in the circumstances set out in Clauses 6.5 and 11.1; or

11.3.2 if Royal Mail fails to provide the Data in accordance with the terms of the Data Supply Agreement and such failure is not due to any act or omission of the Data Partner, its employees, agents or sub-contractors or to any cause referred to in Clause 8.2, and Royal Mail fails to remedy the position within 28 days of the date of written notification of the failure served by the Data Partner.

11.4 The Data Partner shall be entitled to permit, and to permit each Solutions Provider and Third Party Solutions Provider to permit, any or all End-User Agreements that are valid and in force as at the date of any termination of this Agreement by Royal Mail, pursuant to Clause 11.1 or 11.2 (the “Royal Mail Termination Date”), to continue for a period of six (6) months from the Royal Mail Termination Date provided that:

11.4.1 such continuation shall be permitted only in relation to such Data as the relevant End-User has already received from the Data Partner, Solutions Provider or Third Party Solutions Provider as at the Royal Mail Termination Date and no updates to the Data are to be provided to the relevant End-User as from that Royal Mail Termination Date;

11.4.2 such End-User Agreements and the Data Partner's (and, where applicable, Solutions Provider's and Third Party Solutions Provider's) obligations in relation to the same shall continue to be subject to the terms and conditions of this Agreement.

11.5 Within six (6) months of the date of termination of this Agreement, the Data Partner shall destroy all copies of the Data and supporting documentation, to the extent that it is possible to do so. The Data Partner shall confirm in writing to Royal Mail that this has been done.

11.6 Termination of this Agreement shall not prejudice or affect the right of Royal Mail to recover from the Data Partner the amount of any fees outstanding at the date of termination nor any other right whatsoever of either party which may have accrued at the date or which may accrue thereafter.

11.7 The provisions of this Clause 11 shall continue to operate after the termination of this Agreement.

12. GENERAL

12.1 This Agreement shall be governed by and construed in accordance with English law. The Parties hereby irrevocably submit to the jurisdiction of the English courts.

12.2 The failure of either Party to enforce or to exercise, at any time, or for any period, any term of, or right arising pursuant to, this Agreement does not constitute, and shall not be construed as a waiver of such term or right and shall not affect the Party's right later to enforce or exercise it.

12.3 In the event that any Clause or part of a Clause contained in this Agreement being declared invalid or unenforceable by any court or other regulatory authority of competent jurisdiction, all of the other Clauses or parts of Clauses contained in this Agreement shall remain in full force and effect and shall not be affected thereby.

12.4 Any additions or variations of this Agreement must be in writing signed on behalf of both Parties.

12.5 Save as otherwise agreed in writing, this Agreement and the documents referred to in this Agreement constitute the entire agreement between the parties in relation to its subject matter and replaces and extinguishes any previous agreements, draft agreements, arrangements, undertakings or collateral contracts of any nature made between the Parties whether oral or written, in relation to such subject matter, and there are no additional terms or obligations other than those contained therein.

12.6 Each party acknowledges that in entering into this Agreement it is not relying on, and shall have no rights or remedies (whether in tort, under statute or otherwise) in respect of any statements, collateral or other warranties, assurances, undertakings or representations (whether innocently or negligently made) by the other party to this Agreement. Nothing in this Clause 12 shall exclude or restrict the liability of either party arising out of fraud, fraudulent misrepresentation or fraudulent concealment.

12.7 A person who is not a party to this Agreement may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

NB: Two copies of this Agreement should be signed, dated and returned to Royal Mail's Address Management Unit (Fourth Floor, Slindon Street, PORTSMOUTH, PO1 1AF, or such other address as Royal Mail may notify the Data Partner from time to time) together with the completed Data Partner Registration Form. Royal Mail will then sign and insert the “Effective Date” of the Agreement on the Deal Sheet and return one copy of the Agreement to the Data Partner.

ANNEX 1

FEES DUE TO ROYAL MAIL

1. Liability of Data Partner for Licence Fees and Special Product Licence Fees

1.1 The Data Partner shall be responsible for the payment to Royal Mail of the Fee, which is based on the Licence Fees and the Special Product Licence Fees applicable to each Product and Service provided to each End-User, in each case as specified in and calculated in accordance with Schedule 1 to this Annex 1.

1.2 The Data Partner shall also be responsible for collecting any and all fees that it charges to End-Users from those End-Users (whether via a Solutions Provider, Third Party Solutions Provider or otherwise), and such collection (or otherwise) shall not affect its liability to pay the applicable Fees due to Royal Mail. For the avoidance of doubt, nothing in this Agreement shall affect the Data Partner's ability to set its own prices for its Products and/or Services.

2. Timescales and Invoicing

2.1 Royal Mail shall be entitled to send the Data Partner monthly invoices showing the Fees due from the Data Partner in respect of this Agreement. For the avoidance of doubt, Fees are payable in relation to all End-User Agreements whether entered into by Data Partners, Solutions Providers or Third Party Solutions Providers. The Data Partner shall pay all such invoices in full by the payment date, as set out on Royal Mail's invoice. The payment date is calculated as from the date of the relevant invoice date.

2.2 The Fees in relation to each End User shall be payable by the Data Partner annually in advance (unless expressly stated otherwise in this Agreement). Such Fees shall be payable as from the date of the relevant End-User Agreement, except where a Product or Service is supplied other than at the commencement of an End-User Agreement, in which case the relevant fee shall be payable as from the date of that supply.

2.3 All sums due to Royal Mail under this Agreement are exclusive of VAT, if any, which shall be charged in addition to such sums in accordance with the relevant regulations in force at the time of making the relevant taxable supply and shall be paid by the Data Partner against receipt from Royal Mail of a valid VAT invoice.

SCHEDULE 1 TO ANNEX 1

LICENCE FEES AND SPECIAL PRODUCT LICENCE FEES

1. The PAF file contains the following elements:

Table 1

2. FEES

In relation to each End-User the total fee shall comprise the appropriate: (i) Licence Fees as set out below which apply in relation to each Product and Service (other than Special Products) supplied to that End-User under the applicable End-User Agreement; and (ii) Special Product Licence Fees as set out below which shall apply in relation to each Special Product provided to that End-User under the applicable End-User Agreement. Notwithstanding the foregoing, where the End-User selects the Multi Product Multi System Licence, the appropriate Licence Fee will include all Products and Services (other than Special Products) provided by the Data Partner to that End-User (rather than a Licence Fee for each Product and Service).

2.1 Licence Fees

The Licence Fees in relation to each End-User are per annum and are based on:

NOTE: the per annum price paid for the relevant Data will apply throughout the whole of that year and will not be subject to change. The revised pricing from 1 September 2008 will apply only to new orders from that date. For example, a System Licence for Full PAF that is for the year 1 January 2008 to 31 December 2008 will be £3,750 for that whole year, and a System Licence for Full PAF that is for the year 1 October 2008 to 31 September 2009 will be £3,850 for that whole year. Prices are otherwise only subject to change in accordance with the terms of this Agreement.

* System Licence

Where the End-User is an individual organisation or legal entity trading or operating under one name, and the Data is resident upon a single server or other storage device (“System”) to which 2 or more Users are directly or indirectly connected; a System Licence is available as an alternative to paying per User. Amount payable per licence according to level of Data supplied. Separate licences are required for each System (per level of Data supplied) upon which the Data is housed (and to which satellite systems may be linked for access).

** Multi System Licence

Where the End-User is an individual organisation or legal entity trading or operating under one name, a Multi System Licence is available as an alternative to holding 3 or more System Licences per level of Data supplied.

*** Multi Product Multi System Licence

Where the End-User is an individual organisation or legal entity trading or operating under one name, a Multi Product Multi System Licence is available. A Multi Product Multi System Licence is also available where the End-User is a department of central government controlling one or more Agencies. In the case of a department of central government, the End-User shall for the purposes of such licence be treated as including any and all public bodies operating under powers delegated by, and whose policies, budgets and tasks are controlled and directed directly by, such department or by the minister responsible for such department, which shall include any and all executive agencies operating under powers delegated by such department or by the minister responsible for such department.

If this is selected, the appropriate Licence Fee will include all Datasets provided by the Data Partner (rather than for each Dataset or, where the Data is not being provided directly from the Data Partner to the End-User, then the appropriate Licence Fee will include all Products and Services (other than Special Products) provided by the same Solutions Provider (rather than a Licence Fee for each Product and Service).

**** Licence Fees for Remote Access Products

Notwithstanding the foregoing, the Licence Fees for each End-User where a Product or Service is a Remote Access Product shall be as follows:

Applicable prices up to 31 August 2008:

Applicable prices from 1 September 2008:

2.2 Special Product Licence Fees

Special Product Licence Fees apply only in relation to the use by each End-User of Special Products. Should an End-User wish to make any use of the Data in a Special Product other than that expressly permitted in the terms and conditions relevant to the Special Product to which the appropriate Special Product Licence Fee applies then the Data Partner must ensure that the End-User is appropriately licensed and must pay the appropriate Fee relating to such End-User, which may include the payment of a Licence Fee instead of or as well as a Special Product Licence Fee.

The Special Product Licence Fees set out below shall apply in relation to each Special Product supplied to each End-User:

NOTES:

The per annum price paid in relation to each End-User/User for the relevant Data will apply throughout the whole of that year and will not be subject to change. The revised pricing from 1 September 2008 will apply only to new orders from that date. For example, a Password Function Product with Full PAF that is for the year 1 January 2008 to 31 December 2008 will be £110 per password for that whole year, and a Password Function Product with Full PAF that is for the year 1 October 2008 to 31 September 2009 will be £85 per password for that whole year. Prices are otherwise only subject to change in accordance with the terms of this Agreement.

In relation to the Internal Use Per Click Product, each End-User may only be provided with one block of 500 Transactions per annum.

In relation to each of the End-User Per Click Product and the Look Up Service:

the Data Partner may select for each End-User, any number of any blocks of Transactions in any combination. For example, where an End-User wishes to use the End User Per Click Product for Full PAF it may wish to have 7,500 Transactions available to use with that product and so the Data Partner would select one block of 2,500 Transactions and one block of 5,000 Transactions. If the End-User wished to have 10,000 Transactions available to use with that product then the Data Partner would select two blocks of 5,000 Transactions; and

for the avoidance of doubt, blocks of Transactions (including blocks of unlimited Transactions) relate to Transactions carried out through the particular End-User Per Click Product or Look Up Service supplied to a particular End-User. For example, where the unlimited Transactions fee is payable in relation to an End-User Per Click Product this does not cover an unlimited number of Transactions across multiple End-User Per Click Products that may have been supplied to an End-User. If that End-User has been supplied with two End-User Per Click Products then two unlimited Transaction fees would apply.

Note 1: End-User Per Click Product:

The Per Click Licence Fees relate to annual payments in advance for blocks of Transactions, except where the End-User has Full PAF and the Solutions Provider elects, in relation to an End-User Per Click Product being supplied to that End-User, to pay an annual fee in advance for unlimited Transactions. For the avoidance of doubt, where the End-User has Full PAF and an annual fee in advance applies in relation to unlimited Transactions, it is not a requirement to use transaction management software to count the number of Transactions but it remains a requirement to ensure that the Maximum Data Return is not exceeded in any single Transaction.

Note 2: Password Function Product

Up to 31 August 2008, if an End-User requires more than (i) 35 passwords for Full PAF then the fee in relation to that End-User's Password Function Product shall be £3,750 per annum in respect of Full PAF, (ii) 28 passwords for Thoroughfare PAF then the fee in relation to that End-User's Password Function Product shall be £975 per annum in respect of Thoroughfare PAF, and/or (iii) 20 passwords for Postzon then the fee in relation to that End-User's Password Function Product shall be £1,000 per annum in respect of Postzon.

From 1 September 2008, if an End-User requires more than (i) 46 passwords for Full PAF then the fee in relation to that End-User's Password Function Product shall be £3,850 per annum in respect of Full PAF, (ii) 33 passwords for Thoroughfare PAF then the fee in relation to that End-User's Password Function Product shall be £1,050 per annum in respect of Thoroughfare PAF, and/or (iii) 20 passwords for Postzon then the fee in relation to that End-User's Password Function Product shall be £1,000 per annum in respect of Postzon

In each of such circumstances above the Solutions Provider shall ensure that the relevant End-User shall comply with the requirements for a System Licence.

Note 3: Look Up Service:

The Per Click Licence Fees relate to annual payments in advance for blocks of Transactions.

Note 4: Internal Use Per Click Product

The Per Click Licence Fees relates to an annual payment in advance for a single block of 500 Transactions.

ANNEX 2

ADDITIONAL TERMS RELATING TO SPECIAL PRODUCTS

1 General

1.1 Where the Data Partner permits a Solutions Provider or Third Party Solutions Provider to supply a Special Product then the provisions of this Annex 2 that relate to that Special Product shall apply in addition to the other terms and conditions of this Agreement.

1.2 Where the Special Product is to be supplied to and/or used by End Users for the purposes of addressing mail, the Data Partner shall ensure that, as a minimum, it makes updates of the Data available to the End-User every three months in relation to each Special Product.

1.3 The Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) shall provide to Royal Mail upon request for evaluation and audit purposes, a copy of each Special Product which includes the Per Click Mechanism. Each such Special Product shall be configured in such a way that it enables Royal Mail to perform thirty (30) Transactions per month without incurring any charge.

2 End-User Per Click Product

2.1 The Data Partner may permit a Solutions Provider or Third Party Solutions Provider to supply the End-User Per Click Product provided that it ensures compliance with the provisions of this paragraph 2.

2.2 Except where the Data Partner elects to pay an annual fee for unlimited Transactions on the basis as set out in paragraph 2 of Schedule 1 to Annex 1, it must ensure that access to the End-User Per Click Product is controlled on the Solutions Provider's, Third Party Solutions Provider's or the End-User's System (as the case may be) 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 Maximum Data Return is not exceeded in any single Transaction.

2.3 The Data Partner shall procure that the End-User does not use Data as contained in the End-User Per Click Product elsewhere in its organisation or for any purpose other than to operate and use in conjunction with the End-User Per Click Product.

2.4 The Data Partner shall ensure that the End-User shall only:

2.5 The Data Partner shall ensure that the End-User Per Click Product is only operated on the Solutions Provider's, the Third Party Solutions Provider's or the End-User's System (as the case may be) and only when (i) 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; and (ii) upon receipt of that request, the System upon which the Data is stored responds by returning a matching address or postcode or confirming that the address inputted is a match.

2.6 The Data Partner must ensure that the End-User is required not to pass on any part of the Data obtained as a result of using the End-User Per Click Product to any third parties, unless expressly permitted in accordance with the terms of this Agreement.

2.7 The Data Partner shall return the Special Product Licence Fees that apply to the End-User Per Click Product in respect of the number of Transactions performed. This information must be included in the Special Product Licence Fees Report together with details of the End-Users using the End-User Per Click Product.

3. Password Function Product

3.1 The Data Partner may permit a Solutions Provider or Third Party Solutions Provider to supply the Password Function Product for the End-User's own internal use only, only as a Remote Access Product and provided that it complies with the following conditions:

(a) the Solutions Provider or Third Party Solutions Provider (as appropriate) must store the Data and any relevant Product on its Systems;

(b) the Solutions Provider or Third Party Solutions Provider (as appropriate) must grant an individual distinct password to each User or each individual who wishes to access the relevant Product;

(c) the Solutions Provider or Third Party Solutions Provider (as appropriate) shall at all times have possession and control of the Data and any relevant Product and under no circumstances shall the Data Partner pass the same to an End-User;

(d) the Solutions Provider or Third Party Solutions Provider (as appropriate) must ensure that each password granted to a User or an individual must be locked to that User or individual (as appropriate) so that it cannot be shared with different Users or individuals.

3.2 The Data Partner shall return Special Product Licence Fees for the use of the Password Function Product in respect of each End-User that uses it. This information must be included in the Special Product Licence Fees Report

4. Look Up Service

4.1 The Data Partner may permit a Solutions Provider or Third Party Solutions Provider to supply a Product and/or Service that allows an End-User to provide the Look Up Service provided that the Data Partner ensures that Solutions Provider or Third Party Solutions Provider (as appropriate) ensures that the End-User complies with the following conditions:

(a) it must at all times have possession and control of the Data and any relevant Product 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 paragraph 4;

(b) it must 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;

(c) the Data Partner must 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 Maximum Data Return is not exceeded in any single Transaction;

(d) Transactions must only be carried out, and the End-User must only provide the information set out in clause 4.1(b) above, in response to an enquiry submitted by a Service Recipient contacting the End-User.

4.2 The Data Partner must ensure that where the End-User provides the Look Up Service over the internet the End-User only offers 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.

4.3 The Data Partner shall return Special Product Licence Fees for the use of the Look Up Service in respect of the number of Transactions performed. This information must be included in the Special Product Licence Fees Report together with details of the End-Users using the Look Up Service.

4.4 The Data Partner shall ensure that the End-User only permits each Service Recipient to submit fifteen (15) enquiries to the look up service each day and that the End-User shall only provide responses to fifteen (15) such enquiries per day from each of its Service Recipients.

5. Internal Use Per Click Product

5.1 The Data Partner may permit a Solutions Provider or Third Party Solutions Provider to supply an Internal Use Per Click Product to and End-User only for the End-User's own internal use and not for the supply of any Data by to any other person, and provided that it complies with the following conditions:

(a) the Data Partner may only permit the supply of one Internal Use Per Click Product to each End-User per annum;

(b) the Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) ensures that the Internal Use Per Click Product includes technical restrictions which ensure that the End-User may only carry out a maximum of five hundred (500) Transactions per annum and this shall include a restriction which causes the Internal Use Per Click Product to automatically be disabled on or promptly after the completion of the five-hundredth (500^th) Transaction; and

(b) the Data Partner must 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 Maximum Data Return is not exceeded in any single Transaction.

5.2 The Data Partner shall return Special Product Licence Fees for the use of the Internal Use Per Click Product in respect of each End-User that uses it. This information must be included in the Special Product Licence Fees Report.

6. Associated User Product

6.1 The Data Partner may only permit a Solutions Provider or Third Party Solutions Provider to supply an Associated User Product where it complies with the conditions of this paragraph 6.

6.2 The Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) shall enter into an End User Agreement with the End User that has established or that operates the Associated User Network in accordance with Clause 4.3.1, except that the Special Product Licence Fee for the Associated User Product shall be payable by that End-User on behalf of itself and all the Associated Users that are members of its Associated User Network. That Special Product Licence Fee shall be paid by the Data Partner to Royal Mail. For the avoidance of doubt, the use of any other Special Product and the use of any Product or Service for internal business purposes by an End User must be licensed in accordance with this Agreement and the appropriate Licence Fees and/or Special Product Licence Fees shall be payable accordingly. Where an Associated User wishes to use any other Special Product or any Product or Service it shall first enter into an End User Agreement with the Solutions Provider or Third Party Solutions Provider (as appropriate) rather than, as set out in clause 6.3 below, an agreement with the End User that has established or that operates the Associated User Network in which the Associated User participates.

6.3 The Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) shall ensure an End User that has established or that operates the Associated User Network shall enter into a written agreement with each Associated User that participates in that 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 or Third Party Solutions Provider (as appropriate) (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:

6.3.1 only permits each such Associated User to use the Associated User Product as set out in this Agreement;

6.3.2 enables Royal Mail to directly enforce its terms by virtue of the Contracts (Rights of Third Parties) Act 1999; and

6.3.3 ensures that such 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.

6.4 The Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) shall ensure that the Associated User Product:

6.4.1 may only be used by the End User that has established or that operates the Associated User Network and the Associated Users participating in that Associated User Network, and only for the purposes of capturing, completing and/or verifying address and/or location details of Service Recipients or potential Service Recipients whose details will be entered by such End User and/or Associated Users;

6.4.2 is only operated on the System of the End User that has established or that operates the Associated User Network and only accessible by Associated Users participating in its Associated User Network and over a secure electronic connection with technical restrictions to prevent use by any other person;

6.4.3 is only used 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.

6.5 The Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) shall ensure that on request each End User that has established or that operates an Associated User Network shall notify the Solutions Provider or Third Party Solutions Provider (as appropriate) in writing of all Associated Users that participate in that End User's Associated User Network and shall provide the Solutions Provider or Third Party Solutions Provider (as appropriate) with copies of the agreements between such End-Users and the Associated Users that participate in that End-User's Associated User Network, and the Data Partner shall ensure that the Solutions Provider or Third Party Solutions Provider (as appropriate) in each case shall on request provide details of all such notifications and copies of all such agreements to the Data Partner and the same shall be provided to Royal Mail.

6.6 Upon request from Royal Mail, the Data Partner shall provide evidence to Royal Mail's reasonable satisfaction which shows that an End User that is identified by the Data Partner as an Associated User is a genuine Associated User.

6.7 The Data Partner shall ensure that Royal Mail and/or its agents may upon ten (10) working days' notice be entitled to reasonable accompanied access during business hours to the premises, systems, accounts and records of each End User that has established or that operates an Associated User Network and each Associated User that is relevant to this Agreement, for the purpose of verifying and monitoring each such End User's and Associated User's compliance with and performance of its obligations under its End User Agreement.

6.8 The Data Partner shall include details of the Special Product Licence Fees payable in relation to the Associated User Product and the End-Users using in the Special Product Licence Fees Report.

ANNEX 3

TERMS RELATING TO END USERS

1. DEFINITIONS

1.1 Where the context so admits, the following words and expressions shall have the following meanings:

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 Dataset or Product or Service as provided to the End-User by the Data Partner, 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 Data Partner, 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 shall 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 shall use the Data provided to it as part of a Dataset or Product or Service by the Data Partner, Solutions Provider or Third Party Solutions Provider (as applicable) only in exercising the functionality (if any) and purpose of that same Dataset, Product or Service. The End-User may use the Data in relation to any other dataset, product or service provided that it has the prior written consent of the Data Partner, Solutions Provider or Third Party Solutions Provider (as appropriate) and in such case each such dataset, product or service shall be deemed to be a Dataset, Product or Service (as appropriate). For the avoidance of doubt, the appropriate additional licence fees shall be payable as if it was such a Dataset, Product or Service.

4.3 The End-User shall not use any of the Data or any Dataset, Product or Service to create its own datasets, 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 Data Partner 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 Data Partner 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 Data Partner, 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 Dataset, Product or Service are notified to the Data Partner, 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 allow the provision of or access to the same to any sub-contractors of the End-User. The End-User 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 Data Partner 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 or Third Party 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 Data Partner (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 substantially all the Delivery Points in the United Kingdom.

For the purposes of this clause 4.10.3:

(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 Data Partner/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 Data Partner, 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:

(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 Data Partner'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 Maximum Data Return is not exceeded in any single Transaction;

(iv) except where it is required by the Data Partner, Solutions Provider or Third Party Solutions Provider (as applicable) 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 Data Partner, Solutions Provider or Third Party Solutions Provider (as applicable);

(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 Maximum Data Return is not exceeded in any single Transaction;

(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 Maximum Data Return is not exceeded in any single Transaction.

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 a Solutions Provider or Third Party Solutions Provider then it shall be liable to pay 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 a Solutions Provider or Third Party 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 (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/Third Party 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 or Third Party Solutions Provider (as applicable) the End User that has established or that operates an Associated User Network shall: (i) notify the Solutions Provider or Third Party Solutions Provider (as applicable) in writing of all Associated Users that participate in that End User's Associated User Network; (ii) provide the Solutions Provider or Third Party Solutions Provider (as applicable) 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 or Third Party Solutions Provider's (as applicable) 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 or Third Party Solutions Provider (as applicable) to provide the same to the Data Partner and to Royal Mail.

6. FEES

6.1 The Data Partner 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 generally to all solutions providers operating under the same or similar terms. Such fees may be decreased or increased by Royal Mail on or around 31^st 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 Data Partner 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, Datasets, Products or Services provided by the Data Partner, Solutions Provider or Third Party Solutions Provider (as the case may be) to the End-User.

7.3 Even if the Datasets, Products and/or Services provided to the End-User by the Data Partner, 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 Datasets, 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 Datasets, 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 shall 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 Data Partner.

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.

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PAF - Data Partner - Generic Use - Data Licence Agreement

PAF - Data Partner - Generic Use - Data Licence Agreement