Agreement
Restricted – commercial to the Parties to the Agreement
Framework Partner
Licence Agreement
Between:
(1) The Secretary of State, acting through
Ordnance Survey
as
Ordnance Survey
and
(2) The Office for National Statistics
as
Partner
Restricted – commercial to the Parties to the
Agreement
Framework Partner Licence Agreement
v6.1 31 Mar 2004 © Crown copyright
Page 1
Agreement
Restricted – commercial to the Parties to the Agreement
Contents
Sections
Page no
1
Definitions and interpretations ......................................................................................3
2
This Agreement ............................................................................................................7
3
Partner Appointment and Designation ..........................................................................8
4
Access to Ordnance Survey Data.................................................................................8
5
Grant of Licence by Ordnance Survey........................................................................10
6
Licence Responsibilities .............................................................................................11
7
Acknowledgement of Intellectual Property Rights.......................................................14
8
Ownership of Ordnance Survey Data .........................................................................19
9
Licence fees or Royalties............................................................................................20
10
Variation......................................................................................................................20
11
Auditing.......................................................................................................................21
12
Termination.................................................................................................................22
13
Warranties and Liability...............................................................................................25
14
Events beyond the parties’ control..............................................................................27
15
Confidentiality .............................................................................................................27
16
Data Protection ...........................................................................................................28
17
Construction of this Agreement...................................................................................29
18
Assignment, Subcontracting and Sublicensing...........................................................29
19
Non-solicitation ...........................................................................................................30
20
Partnership, Joint Venture and Agency excluded .......................................................30
21
Entire Agreement........................................................................................................30
22
Waiver.........................................................................................................................30
23
Severability .................................................................................................................30
24
Notices........................................................................................................................31
25
Contracts (Rights of Third Parties) Act 1999 ..............................................................31
26
Jurisdiction and governing law....................................................................................32
27
Signing........................................................................................................................32
Schedule to Framework Partner Licence ...............................................................................33
L0024_M
28 April 2004
Framework Partner Licence Agreement
v6.1 31 Mar 2004 © Crown copyright
Page 2
Agreement
Restricted – commercial to the Parties to the Agreement
This Agreement is made on the 1st day of April 2004 between:
(1)
The Secretary of State acting through Ordnance Survey whose principal place of
business is at Romsey Road, SOUTHAMPTON, UK, SO16 4GU
(
Ordnance Survey); and
(2)
The Office for National Statistics of 1 Drummond Gate, LONDON, SW1V 2QQ
(
Partner).
Background
A
Ordnance Survey is the national mapping agency of Great Britain. Ordnance Survey
licenses a range of mapping products to businesses, local and central government
bodies, and consumers.
B
Partner wishes to use the Ordnance Survey Data to develop and produce products
and services which it will supply to its own customers and distributors.
C
Ordnance Survey and Partner agree to enter into this framework agreement so as to
provide for the licence of Ordnance Survey Data under Appendices which the
parties will execute from time to time.
D
This Agreement will operate between Crown Bodies and therefore is not legally
binding. In the event of a dispute between the parties, the dispute would not be
adjudicated in a court of law. The Agreement is a business arrangement, but it
acknowledges the goodwill between the parties and relies upon a spirit of
cooperation for its implementation to achieve mutual benefit.
Operative Terms:
1
Definitions and interpretations
1.1
In this Agreement
Expression Meaning
Added Value Products and/or
means the products and/or services of Partner adding
Services
value to the Ordnance Survey Data specified in an
applicable Appendix.
Agreement
means the Terms and Conditions together with all
Appendices (each as amended or replaced in
accordance with its particular terms).
Appendix
means an appendix to this Agreement (as may be
amended from time to time in writing), signed by an
authorised signatory of each party, containing
additional terms between the parties for the licensing
of a set of Ordnance Survey Data identified by name
which are intended to form part of this Agreement
together with other Appendices.
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Appendix Terms
means all the terms and conditions of an Appendix as
amended from time to time.
Background
means the paragraphs A to D inclusive of this
Agreement which appear on page 3 below the
heading ‘Background’.
Confidential Information
means the terms and conditions of this Agreement
and any information that relates to the affairs of one
party to this Agreement (the
Discloser) and that is
acquired by the other party (the
Recipient) in
anticipation of or as a result of this Agreement. This
excludes information which is in the public domain
other than through the breach of any duty of
confidentiality.
Consumer
means a user of Products and/or Services who is a
natural person acting for purposes other than his
trade, business or profession.
Contractor Licence
means a licence which may be granted by Partner to a
Permitted Subcontractor in connection with Partner’s
(but not Permitted Subcontractor’s) own use of
Ordnance Survey Data in the form of the draft set out
in the Schedule to these Terms and Conditions.
Data
means any text, graphics, audio, visual (including still
visual images) and/or audio-visual material, software,
applications, data, database content or other
multimedia content, information and material.
Data Protection Legislation
has the meaning given to it in Clause 16.
Demonstrating
means displaying any Products and/or Services to
potential end-users, Sub-licensees, investors or
agents on Partner’s own equipment and
Demonstration shall be defined accordingly. Without
limitation, loading any of the Ordnance Survey Data
onto any equipment of such persons or providing them
with copies of the Ordnance Survey Data or any part
of it are excluded from this definition.
Derived Data
means all Data which are adapted, extracted or
reutilised from Ordnance Survey Data by Partner or a
person, firm or company authorised by Partner.
Discloser
means any party to this Agreement which has
disclosed Confidential Information that relates to its
own affairs (excluding information which is in the
public domain).
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Effective Date
means the date specified at the beginning of this
Agreement and if no date is so specified then the date
this Agreement is executed by the second in time of
both parties.
End-user
means a user of the Products and/or Services within
its own business and other than as a Consumer.
End-user Licence
means a licence granted to an end-user for use of the
Products and/or Services.
Intellectual Property Rights
means copyright, patent, trade mark, design right,
topography right, database right, trade secrets,
know-how, rights of confidence, broadcast rights and
all other similar rights anywhere in the world whether
or not registered and including applications for
registration of any of them.
Licence Fee or
Royalty
means the fees Partner shall pay for the use of the
Ordnance Survey Data specified in or calculated
pursuant to Clause 5 and the applicable Appendix.
Licensed Use
means the use to be licensed by Partner to its
end-users in respect of Ordnance Survey Data as
contained or referred to in each Appendix.
Operative Terms
means Clauses 1 to 27 inclusive of this Agreement.
Ordnance Survey Data
means Data owned by or licensed to
Ordnance Survey including without limitation Derived
Data, as amended from time to time by
Ordnance Survey Updates.
Ordnance Survey
means the Ordnance Survey head of the partner
Representative
programme or his delegate responsible for the partner
programme who shall be the representative of
Ordnance Survey for this Agreement, as may be
changed by Ordnance Survey from time to time by
notice to Partner.
Ordnance Survey Updates
means the updates, revisions and amendments to the
Ordnance Survey Data that Ordnance Survey may
provide or in respect of which Ordnance Survey may
provide access from time to time pursuant to one or
more Appendices.
Partner Representative
means the representative of Partner or his delegate
for this Agreement as identified in the application to
join the Ordnance Survey partner programme
submitted by Partner, as may be amended by Partner
from time to time by notice to Ordnance Survey.
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Permitted Subcontractor
means a contractor of Partner which shall have a
contract in writing to carry on contracted activities for
Partner in relation to Partner’s (but not Permitted
Subcontractor’s) use of Ordnance Survey Data under
this Agreement.
Products and/or Services
means the Added Value Products and/or Services and
the Resale Products and/or Services.
Recipient
means any party to this Agreement which acquires
Confidential Information that relates to the affairs of
the other party to this Agreement (the Discloser)
(excluding information which is in the public domain).
Resale Products and/or
means the products and/or services of Partner by
Services
which it resells Ordnance Survey Data specified as
such in an applicable Appendix.
Special Condition
means any term agreed between the parties in writing
in a single document in hard copy form other than
Appendices, which is signed by an authorised
signatory of each party and expressly overrides one or
more specific provisions in these Terms and
Conditions.
Specification
means the latest current specification of any
Ordnance Survey Data products at the date on which
they became the subject of this Agreement as
published by Ordnance Survey on its web site and/or
in hard copy form in relation to such products under
the title ‘Technical Sheet’, as may be updated from
time to time by Ordnance Survey pursuant to
Clause 10, subject to any overriding provisions in an
applicable Appendix.
Sub-licensees
means the sub-licensees of Partner in respect of the
Products and/or Services other than Permitted
Subcontractors, end-users and Consumers.
Terms and Conditions
means the Background and Operative Terms of this
document, any Special Conditions and all documents
expressly incorporated in this Agreement by specific
reference, save for Appendices.
Trade Marks
means the Ordnance Survey trade marks specified in
the applicable Appendix.
1.2
Unless the context otherwise requires, all references to a particular Clause or
Schedule shall be a reference to a Clause in or Schedule to these Terms and
Conditions.
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1.3
References to an Appendix to this Agreement shall be deemed to include all
schedules to that Appendix.
1.4
Headings are inserted for convenience only and shall not affect the interpretation of
any provision of this Agreement.
1.5
Unless the contrary intention appears, words importing the masculine gender shall
include the feminine and vice versa and words in the singular include the plural and
vice versa in this Agreement.
1.6
A reference to any statute or statutory provision includes a reference to that statute
or statutory provision as amended, extended or re-enacted from time to time in this
Agreement.
1.7
Any reference to a
party shall mean a party to this Agreement.
1.8
Partner acknowledges that, apart from Partner itself, no person, firm, company or
other organisation (including without limitation any company or organisation which is
under common or partly under common ownership with Partner) shall have any
rights whatsoever under this Agreement.
2 This
Agreement
2.1
This Agreement shall commence on the Effective Date and shall remain in force
thereafter unless or until terminated in accordance with Clause 12.
2.2
If at any given time, there has been no Appendix in force at any time during the
preceding six (6) months, either party may give the other thirty (30) days’ written
notice to terminate this Agreement.
2.3
Unless otherwise stated in any Appendix, each Appendix shall commence on the
date specified for commencement in that Appendix and shall continue for the period
set out in the relevant Appendix, unless earlier terminated in accordance with
Clause 12 of this Agreement or the relevant Appendix Terms.
2.4
The termination of any Appendix shall not affect any other Appendices in force
except as set out in Clause 12.
2.5
The termination of this Agreement shall terminate all Appendices in force at the time
of termination.
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3
Partner Appointment and Designation
3.1
Ordnance Survey hereby appoints Partner and Partner hereby agrees to act as the
non-exclusive licensed provider of Ordnance Survey Data to sublicense
Ordnance Survey Data as part of its Products and/or Services to Sub-licensees,
end-users and Consumers pursuant to the terms of the Terms and Conditions and
the Appendices.
3.2
Partner represents and warrants to Ordnance Survey that it has the ability and
experience to carry out the obligations assumed by it under this Agreement and that
by virtue of entering into this Agreement, it is not and will not be in breach of any
express or implied obligation to any third party binding upon it.
3.3
Ordnance Survey reserves the right to exploit Ordnance Survey Data itself by such
means as it may think fit including, without limitation, the appointment of partners.
3.4
Ordnance Survey reserves the right to require Partner either not to use or to cease
to use any advertising or promotional materials in respect of the Ordnance Survey
Data which Ordnance Survey reasonably considers not to be in Ordnance Survey’s
best interests.
4
Access to Ordnance Survey Data
4.1 Purpose
4.1.1
The purpose of this Agreement is to set out the obligations of
Ordnance Survey and Partner and to provide the framework for the
delivery, access and use of Ordnance Survey Data for the purpose of
allowing the Partner to develop, market and provide Products and/or
Services pursuant to the Appendices.
4.1.2
Each Appendix shall, among other things, specify the Ordnance Survey
Data to which it is applicable, the Specification, the specification of the
Products and/or Services, the specific rights granted in respect of the
Ordnance Survey Data, the restrictions and conditions applicable to the
delivery of, access to and use of Ordnance Survey Data, the Licence
Fee payable, the duration of the Appendix, the extent of the Licensed
Use, the network or other distribution delivery method to be used, the
technology or method employed, conditions and form of transaction, the
market into which the Ordnance Survey Data are to be licensed, any
special returns or obligations relating to audits or the verification of
revenue and any specific termination rights and obligations.
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4.2
Provision of Ordnance Survey Data
To the extent that the Partner does not already have possession or access to the
applicable Ordnance Survey Data pursuant to another Appendix, Ordnance Survey
will deliver to the Partner and/or provide it with access to such Data and the
Ordnance Survey Updates, subject to availability, unless otherwise provided in the
relevant Appendix.
4.3 Appendix
Structure
Each Appendix shall become part of this Agreement in accordance with the
provisions of Clause 4.4.
4.4 Addition
or
replacement of Appendices
4.4.1
Partner may submit a written proposal to Ordnance Survey for a Product
and/or Service with all supporting information, documents and
Demonstrations setting out the Partner’s proposals for the matters
referred to in Clause 4.1.2 and in addition as Ordnance Survey may
reasonably request.
4.4.2
Within thirty (30) days of receiving a proposal pursuant to Clause 4.4.1,
Ordnance Survey will inform Partner whether or not such proposal is
accepted in full or in part or with amendments and, if accepted in part or
with amendments, any amendments or changes that may be required for
full acceptance will be provided by Ordnance Survey.
4.4.3
If such proposal is accepted subject to required changes or amendments
to be made, Partner shall resubmit such proposal pursuant to
Clause 4.4.1 within thirty (30) days.
4.4.4
If a proposal pursuant to Clause 4.4.1 is accepted by Ordnance Survey
in full, then Ordnance Survey will supply Partner with a signed Appendix,
setting out the terms on which Ordnance Survey will license the
Ordnance Survey Data to Partner pursuant to Clause 4.1.2 which the
Partner shall return signed and dated to Ordnance Survey within
thirty (30) days of receipt by Partner.
4.4.5
An Appendix signed on behalf of Ordnance Survey shall become invalid
and such signature shall be deemed to be withdrawn if Ordnance Survey
does not receive it back duly signed and dated on behalf of Partner
within such thirty (30) days.
4.4.6
An Appendix becomes operative once the Appendix has been signed by
both parties.
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4.5
Order of Precedence
4.5.1
In the event of any inconsistency between the provisions of an Appendix
and the Terms and Conditions the relevant provisions of the Terms and
Conditions will prevail (to the extent of such inconsistency). However the
provisions of an Appendix shall supersede the relevant provisions of the
Terms and Conditions only when expressly stated in the Appendix that
this should be the case.
4.5.2
If there is any conflict or inconsistency between the Background and
Operative Terms of this document and any Special Conditions, the
Special Conditions shall prevail and later Special Conditions shall prevail
over earlier ones.
5
Grant of Licence by Ordnance Survey
5.1
Ordnance Survey grants Partner a non-exclusive, non-transferable, revocable
licence to copy, adapt, extract and reutilise the whole or part of the
Ordnance Survey Data for use with the Products and/or Services as specified in any
Appendix and to sublicense Ordnance Survey Data with Products and/or Services to
Permitted Subcontractors, Sub-licensees, end-users and Consumers solely in
accordance with this Agreement.
5.2
Ordnance Survey further grants Partner a non-exclusive, non-transferable,
revocable licence to copy, adapt and merge Ordnance Survey Data for the purposes
of developing, evaluating and testing such Data as part of Partner’s actual or
potential Products and/or Services and Demonstrating such Products and/or
Services to third parties.
5.3
Ordnance Survey further reserves the right to modify, enhance, replace, withdraw or
make additions to the Ordnance Survey Data in any way whatsoever as
Ordnance Survey may in its discretion determine, but shall not be obliged to do so.
5.4
From time to time, Ordnance Survey shall make Ordnance Survey Updates
available to Partner which are generally available.
5.5
Partner may include individual map images in promotional literature either as hard
copy graphics and or on Partner’s own web site subject to the following conditions:
5.5.1
map image will be an accepted raster image such as gif and jpeg;
5.5.2
map image must be displayed as a separate discrete map image;
5.5.3
the area of map display window must not exceed 200 cm ² in hard copy
form and 400 by 400 pixels at a resolution of 72 dots per inch on the web
site. For the avoidance of doubt interaction using pan and zoom is
permitted for images displayed on the Internet;
5.5.4
map image must not be created and served in real-time; and
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5.5.5
map image and screen prints are subject to the branding requirements
set out in Clause 7.
5.6
Partner shall be responsible for marketing and selling the Products and/or Services,
including all associated costs.
5.7
Partner may not use or sublicense any Ordnance Survey Data in any way or for any
purpose other than those expressly permitted by this Agreement, unless it enters
into another agreement with Ordnance Survey which provides for such other use or
sublicensing.
6 Licence
Responsibilities
6.1 General
Partner shall:
6.1.1
In addition to the obligations contained within Clause 7.3, use its
reasonable endeavours to acknowledge the use of Ordnance Survey
Data as part of the Products and/or Services and to comply with any
additional obligations contained in any applicable Appendix. For the
avoidance of doubt Partner shall not be required to carry out promotional
or marketing activities in respect of the Product and/or Services unless
expressly agreed otherwise in a relevant Appendix.
6.1.2
Provide the Ordnance Survey Representative with a free copy, for its
own internal reference, of all Products and/or Services and all new
promotional material, upon request, on condition that Ordnance Survey
respects its obligations as to Confidential Information and does not
exploit such items (and for the avoidance of doubt the provisions of this
Clause 6.1.2 shall not restrict Ordnance Survey’s rights to exploit
Ordnance Survey Data).
6.1.3
Be responsible for dealing with all customer enquiries and complaints
relating to the Products and/or Services and will not pass any such
enquiries or complaints to Ordnance Survey, which shall have no
obligation to deal with them. Ordnance Survey will, at its discretion, deal
with any queries received directly from Partner relating to the
Ordnance Survey Data and give Partner its reasonable assistance, but
Partner may not refer its customers to Ordnance Survey without
Ordnance Survey’s written consent.
6.1.4
At all times display, demonstrate and otherwise represent the
Ordnance Survey Data fairly in comparison with competitive products
from other suppliers.
6.1.5
Not make any promises or representations or give any warranties,
guarantees or indemnities in respect of the Ordnance Survey Data
except as expressly authorised by Ordnance Survey in writing.
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6.1.6
Not hold itself out or describe itself as Ordnance Survey’s agent or in
any way pledge Ordnance Survey’s credit.
6.1.7
Use its reasonable endeavours to ensure that all Ordnance Survey Data
which Partner holds or is responsible for is secure from unauthorised
use or access to no lesser extent than the Partner protects its own data,
and ensure that Ordnance Survey Data can only be used in accordance
with the terms of this Agreement. Partner shall permit
Ordnance Survey’s Representative the right to inspect security
measures used to protect Ordnance Survey Data upon reasonable
notice.
6.2 Permitted
Subcontractors
Any licence in respect of Ordnance Survey Data granted by Partner to a Permitted
Subcontractor shall include a licence in the form of the Contractor Licence.
6.3 Sub-licensees
The Partner shall procure that any agreement with a Sub-licensee which the Partner
may enter into in respect of Products and/or Services which include any
Ordnance Survey Data shall be subject to the prior written approval of
Ordnance Survey, not to be unreasonably withheld, and shall ensure that:
6.3.1
The restrictions included in this Agreement (including without limitation in
any applicable Appendix) in relation to the licensing and use of the
Ordnance Survey Data shall be applied.
6.3.2
Any rights reserved in this Agreement (including without limitation in any
applicable Appendix) for the benefit of Ordnance Survey shall be
reserved in relation to Ordnance Survey Data.
6.3.3
Any obligations imposed on the Partner in this Agreement (including
without limitation in any applicable Appendix) shall be imposed on such
Sub-licensee in relation to Ordnance Survey Data.
6.3.4
Any sub-licence in respect of Ordnance Survey Data shall be terminated
automatically on the termination of an applicable Appendix.
6.3.5
Warranties in respect of the Ordnance Survey Data shall be limited as
provided in the Agreement and Ordnance Survey shall have no liability
whatsoever directly to any Sub-licensee in respect of the
Ordnance Survey Data.
6.3.6
Any grant of rights to an end-user by the Sub-licensee shall contain the
terms which are specified in Clauses 6.4 and 6.6.
6.3.7
Any supply of Ordnance Survey Data to a Consumer shall be in
accordance with the provisions of Clauses 6.5 and 6.6.
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6.4 End-users
The Partner shall procure that any agreement with an End-user which the Partner
may enter into in respect of Products and/or Services which include any
Ordnance Survey Data shall ensure that:
6.4.1
The restrictions included in this Agreement (including without limitation in
any applicable Appendix) in relation to the licensing and use of the
Ordnance Survey Data shall be applied.
6.4.2
Any rights reserved in this Agreement (including without limitation in any
applicable Appendix) for the benefit of Ordnance Survey shall be
reserved in relation to Ordnance Survey Data.
6.4.3
Any obligations imposed on the Partner in this Agreement (including
without limitation in any applicable Appendix) shall be imposed on such
end-user in relation to Ordnance Survey Data, save that in relation to the
obligation to destroy or return to Ordnance Survey all Ordnance Survey
Data in accordance with the provisions of Clauses 10.2, 12.4.3 and
12.5.3, such end-user shall be entitled to retain paper copies of material
containing Ordnance Survey Data, whether or not derived from digital
copies.
6.4.4
Any sub-licence in respect of Ordnance Survey Data shall be terminated
automatically on the termination of an applicable Appendix.
6.4.5
Warranties in respect of the Ordnance Survey Data shall be limited as
provided in the Agreement and Ordnance Survey shall have no liability
whatsoever directly to any end-user in respect of the Ordnance Survey
Data.
6.5 Consumers
Any supply by Partner to a Consumer of Products and/or Services shall be by way of
licence and not sale of any Intellectual Property Rights belonging to
Ordnance Survey.
6.6
Trials and tests by potential end-users and Consumers
Partner may supply its own Products and/or Services to potential end-users and
(where appropriate) Consumers for trial and testing purposes for up to three
(3) months with no obligation to pay a Royalty to Ordnance Survey in respect of
such supply, provided that Partner shall enter into an agreement with the potential
end-user or Consumer obliging it to use Ordnance Survey Data only for the
purposes of testing the Products and/or Services within that end-user’s own
organisation or by the Consumer alone, with no right to commercially exploit it or to
provide any copies of it to any third party, and to destroy all copies of the Products
and/or Services on expiry or termination of such agreement.
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6.7 Enforcement
Partner shall enforce the agreements referred to in Clauses 6.2, 6.3 and 6.4 with its
Permitted Subcontractors, Sub-licensees and end-users as a prudent licensor with
at least the same degree of diligence that it uses to enforce similar arrangements for
its products and services which do not contain Ordnance Survey Data, but in any
event the Partner shall enforce such agreements as a prudent custodian of Crown
Data. In addition, Partner shall give Ordnance Survey reasonable assistance in the
event that Ordnance Survey wishes to pursue any third party for breach of
Ordnance Survey’s Intellectual Property Rights which might have occurred as a
result of Partner providing or giving access to such Intellectual Property Rights to
such third parties. Partner shall immediately notify Ordnance Survey if Partner
becomes aware of any breach of such agreement.
6.8
Destruction of Ordnance Survey Data
Partner shall ensure that at the end of any Permitted Subcontractor’s or
Sub-licensee’s use of the Ordnance Survey Data, such Permitted Subcontractor or
Sub-licensee shall return the Ordnance Survey Data to Partner and destroy all
copies.
6.9
Details of Sub-licensees and end-users
Partner shall at all times maintain a list (including names and addresses) of all actual
and prospective Sub-licensees and end-users who receive or gain access to
Ordnance Survey Data in digital or in paper form. Partner shall make a copy of such
list available to Ordnance Survey on request. Partner acknowledges that
Ordnance Survey shall be permitted to contact any such Sub-licensees and
end-users for the purposes of monitoring their dealings with Ordnance Survey’s
Intellectual Property Rights and their compliance with the terms referred to in
Clauses 6.3 and 6.4 (as applicable) in relation to Ordnance Survey Data embedded
in the Products and/or Services and enforcing all rights of Ordnance Survey.
7
Acknowledgement of Intellectual Property
Rights
7.1
Licensed Partner logo
7.1.1
A logo has been devised by Ordnance Survey for use by Partner.
Electronic artwork of that logo together with a style guide is available
from the Ordnance Survey web site which Partner may copy and use in
accordance with Clause 7.1.2. Partner may only use such Electronic
artwork of that logo as appears on the aforementioned Ordnance Survey
web site.
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7.1.2
During the continuance of this Agreement, Partner shall have the right to
use Partner’s logo in its stationery, promotional and display material
which are associated with Partner’s Products and/or Services which
utilise Ordnance Survey Data in accordance with an appropriate
Appendix, subject to the specification contained within the style guide.
The logo should only be used in a way that makes it clear that it is an
accreditation rather than an endorsement of any of Partner’s Products
and/or Services.
7.2
‘Enabled by’/‘Mapping sourced from’ logos
7.2.1
Partner may use the following logos which have been devised for use by
Partner on their products and product packaging for their Products
and/or Services to signal the inclusion of Ordnance Survey Data; the
following are examples:
a) ‘Enabled by’ logos
Partner may incorporate the following logo in the use of digital data, and
in digitally derived Products and/or Services both for vector and raster
data, and in derived Products and/or Services:
b) ‘Mapping sourced from’ logos
Partner may incorporate the following logo with printed map publications
incorporating Ordnance Survey mapping:
7.2.2
Partner may use the logos detailed in Clause 7.2.1 in respect of
Products and/or Services in the following ways:
a) ‘Enabled by’ logo on the following:
i) on the imprint page of the user manual;
ii) accompanying documentation for digital data;
iii) on the packaging of the delivery media, such as the CD-ROM
jewel case insert;
iv) on overall packaging, such as a box containing delivery media,
user manual;
v) on the on-screen start-up click licence (including for data
export);
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vi) on the opening (flash) screen on digital data (including for data
export);
vii) in the acknowledgement section of the end-user Licence for
digital data;
viii) on the physical media used for delivery of digital data, such as
floppy disc or CD-ROM; and
ix) on each individual View (as the same is defined in relevant
Appendices with applicable ‘pay as you use’ pricing models).
b) ‘Mapping sourced from’ logo on the following:
i) the cover (soft or hard) of a book;
ii) the imprint section (margin) of a map or on each individual Plot
(as the same is defined in relevant Appendices with applicable
‘pay as you use’ pricing models); and
iii) overall packaging, such as a box containing individual books.
7.2.3
In respect of the logos used by Partner and referred to in Clause 7.2.1,
the following shall apply:
In all cases the size of the logo on the Products and/or Services and/or
their packaging shall not appear larger than Partner’s brand or product
name.
a) The logos may be used on up to three faces of the Products and/or
Services and/or their packaging.
b) The size of the logos on the product or packaging is determined as
follows:
i) On material with a face area of up to 300 cm² the logo will be
used at its minimum size – 8.5 mm by 31.5 mm.
ii) On material with a face area exceeding 300 cm² up to 1 000 cm²
the logo will be used at its minimum size – 15 mm by 70 mm.
iii) On material with a face area exceeding 1 000 cm² up to
3 000 cm² the logo will be used at its minimum size – 23.5 mm
by 110 mm.
iv) On material with a face area exceeding 3 000 cm² up to
10 000 cm² the logo will be used at the minimum size – 33 mm
by 150 mm.
v) For logos to be used on larger face areas such as exhibitions or
on bill boards the appropriate logo size shall be confirmed in
writing by application by Partner to Ordnance Survey.
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For example:
• on a product with a face area of about 2 000 cm² the size of the
Ordnance Survey logo will be
23.5 mm by 110 mm and partner’s
brand or product name must be larger than this; or
• on a product with a face area of 5 000 cm² the size of the
Ordnance Survey logo will be
33 mm by 150 mm and partner’s brand
or product name must be larger than this.
7.3
Copyright and database right
7.3.1
Partner acknowledges that Ordnance Survey is obliged to ensure that a
correct acknowledgement of Crown copyright and database right to
cover all aspects of Partner activity is displayed in respect of products
and/or services containing Ordnance Survey mapping in accordance
with Clause 7.3.2, whether data supplier, guide book publisher or any
other activity whatsoever. The Crown copyright and database right date
for data is the date of supply and for paper products is the date of
publication. The acknowledgement covers the use of paper mapping and
data and the whole range of use from redrawn mapping to
GIS Solutions. The Crown copyright acknowledgement must be no less
than eight (8) point or larger. Where text size is determined in terms of
pixels rather than point size, the text acknowledgement must be a
minimum height of seven (7) pixels on a monochrome display and twelve
(12) pixels on a colour display.
7.3.2
There are two (2) levels of acknowledgement that Partner must use as
detailed below:
a) Primary
Level
This is defined as:
i)
the imprint page of a book;
ii)
the imprint section (margin) of a map;
iii) the on-screen start-up click licence (including for data export);
iv) the opening (flash) screen on data products (including for data
export);
v)
the acknowledgement section of the user licence on data
products;
and
vi) the imprint page of the user manual or accompanying
documentation for data products.
The acknowledgement that must be clearly shown is:
‘This product includes mapping data licensed from Ordnance Survey
with the permission of the Controller of Her Majesty’s Stationery
Office. © Crown copyright and/or database right 20nn. All rights
reserved. Licence number nnnnn’.
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Where there is insufficient room to show the full note it is permissible to
show the following:
‘This product includes mapping data licensed from Ordnance Survey
with the permission of HMSO © Crown copyright and/or database
right 20nn. All rights reserved. Licence number nnnnn’.
b) Secondary
Level
This is defined as:
i) the delivery media, such as floppy disc or CD-ROM;
ii) the packaging of the delivery media, such as the CD-ROM
jewel
case insert;
iii) the overall packaging, such as a box containing delivery media,
user manual and so on;
iv) on each individual View, which includes map images on PDA’s
and other small portable computing devices;
v) on each individual Plot (as the same is defined in relevant
Appendices with applicable ‘pay as you use’ pricing models);
and
vi) in promotional media on paper or Internet.
For map areas greater than 10 500 mm² the full secondary
acknowledgement that must be clearly shown, preferably within the map
area or directly adjacent to the map, is:
‘This product includes mapping data licensed from Ordnance Survey
© Crown copyright and/or database right 20nn. Licence number
nnnnn’.
On map images appearing up to a maximum size of 10 500 mm² or for
map images on display screens with a maximum screen area of
10 500 mm² it is permissible to show the following intermediate
acknowledgement:
‘© Crown copyright and/or database right. All rights reserved.
Licence number nnnnn’.
On map images appearing up to a maximum size of 3 600 mm² or on
display screens with a maximum screen area of 3 600 mm² it is
permissible to show the following:
‘© Crown copyright. Licence number nnnnn’.
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Where map images appear on display screens with a maximum screen
area of 1 400 mm², for example mobile phones and other small portable
devices, and there is an accompanying User guide/handbook or similar
documentation, then the full secondary acknowledgement must be
clearly shown within the documentation. Where there is no
accompanying documentation, then the following acknowledgement
must be shown within a ‘Copyright Acknowledgements’/’Help’ or similar
page for the service:
‘© Crown copyright. Licence number nnnnn’.
7.4 Trade
Marks
7.4.1
Partner shall ensure that any use of Partner logo, the name
Ordnance Survey and any other Trade Marks must show the appropriate
Trade Mark notation.
7.4.2
Partner shall not tamper with or remove any Trade Mark symbols or
notices, Partner’s rights relating to use of Trade Marks are strictly limited
as provided in the applicable Appendices.
7.4.3
Partner will not under any circumstances use or apply for registration of
any Trade Mark in respect of Ordnance Survey’s trade names or
registered or unregistered Trade Marks or any part of them, nor use or
apply to register any Trade Mark similar to or likely to be confused with
any of them, nor register any domain name which is the same as, similar
to or likely to be confused with any of Ordnance Survey’s trade names or
registered or unregistered Trade Marks or domain names.
8
Ownership of Ordnance Survey Data
8.1
The Crown (or, where applicable, Ordnance Survey’s suppliers) owns the
Intellectual Property Rights in the Ordnance Survey Data. All Ordnance Survey Data
licensed under this Agreement remain the property of the Crown (or, where
applicable, Ordnance Survey’s suppliers) and Partner’s use or possession of any
Ordnance Survey Data does not give Partner any ownership of or other interest in
any of the Ordnance Survey Data. Title to any copies that Partner makes of
Ordnance Survey Data shall pass to Ordnance Survey on their creation.
8.2
Partner shall be responsible for all loss of or damage to Ordnance Survey Data from
the time Ordnance Survey delivers them or makes them available for collection.
8.3
If in Ordnance Survey’s reasonable opinion Partner has failed to destroy any copies
of Ordnance Survey Data when required under this Agreement, Ordnance Survey
may seek permission to enter upon any premises Partner owns, occupies or
controls where the Ordnance Survey Data are situated and destroy such copies.
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9
Licence fees or Royalties
9.1
Ordnance Survey will invoice Partner for the Licence Fees or Royalties due in
accordance with the terms of each Appendix. If a royalty statement has not been
delivered to Ordnance Survey by the due date in accordance with the Appendix,
Ordnance Survey shall be entitled to issue an invoice for an estimated sum.
Partner’s subsequent royalty statement shall make any appropriate adjustments.
9.2
Partner shall pay VAT and any other applicable taxes at the rate prevailing at the
date of the invoice.
9.3
Partner shall pay all valid invoices (which shall have been submitted in accordance
with the detailed procedures for submission of the same as set out in the relevant
Appendix) in pounds sterling within thirty (30) days of the invoice date without
deduction or set-off. In the event that either party ceases to be a Crown
organisation, Ordnance Survey reserves the right to charge interest at two per cent
(2%) per annum above the base rate of National Westminster Bank plc, calculated
and applied daily on any outstanding balances until payment is received.
9.4
Royalties are due on the full price of the applicable Products and/or Services
supplied or made available to Sub-licensees, end-users and Consumers, whether or
not Partner has received any payment in respect of such Products and/or Services.
No allowance will be made by Ordnance Survey for any discounts or promotional
copies.
9.5
Ordnance Survey may set off any monies payable or owing by Ordnance Survey to
Partner under or pursuant to this Agreement against all monies, debts or liabilities
due or owing by Partner to Ordnance Survey pursuant to this Agreement unless and
until Partner has paid, satisfied or discharged all such monies, debts and liabilities.
Partner authorises Ordnance Survey to deduct from any monies owed by
Ordnance Survey to Partner hereunder or pursuant to this Agreement and to retain
any monies or amounts to be deducted for Ordnance Survey’s own absolute benefit.
10 Variation
10.1 Variation of Terms and Conditions
10.1.1
Ordnance Survey reserves the right at any time to change the
Specification of the Ordnance Survey Data and this Agreement,
including without limitation the Licence Fee. All such changes shall
become incorporated into this Agreement on the date which
Ordnance Survey shall specify in a written notice to Partner.
Ordnance Survey shall provide Partner with at least thirty (30) days’
notice of any such change (provided always that such notice may be
less than thirty (30) days where such change is required by law). The
provisions of this Clause shall not prevent Partner from referring any
such changes to the arbitration procedure set out in Clause 26.1 in the
event that it disputes the validity of such changes, provided that:
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a) if such arbitration process is commenced within thirty (30) days after
the commencement of such notice period the changes shall be
suspended until the arbitration is concluded; or
b) if such arbitration process is commenced more than thirty (30) days
after the commencement of such notice period the changes shall
continue in full force and effect until final determination in
accordance with Clause 26.1.
10.1.2
If Partner does not find the changes made in accordance with
Clause 10.1.1 acceptable, it may, within thirty (30) days of such notice
terminate this Agreement or any affected Appendix by giving written
notice to Ordnance Survey. In such event, Partner will be entitled to a
rebate of a proportion of any Licence Fee it has paid, which will be fair
and reasonable in relation to any unused applicable period. Subject
thereto, all such changes shall be binding on the parties.
10.1.3
Any such changes which are made in relation to the form of the
Contractor Licence or the terms applicable to contracts between Partner
and its Sub-licensees and end-users shall be implemented in respect of
all existing agreements with such persons as well as future agreements.
10.2 Destroying Unused Ordnance Survey Data
Subject to any provision to the contrary in any applicable Appendix, Partner shall,
within thirty (30) days of a variation by which any Ordnance Survey Data are
removed from the terms of such Appendix, destroy (or arrange for the destruction of)
all such Ordnance Survey Data in all media (including any Ordnance Survey Data
embedded in any other material) which Partner holds or is responsible for, or at
Ordnance Survey’s option return (or arrange for the return of) all such
Ordnance Survey Data to Ordnance Survey, and provide, at Ordnance Survey’s
request, a sworn statement by a duly authorised executive that Partner no longer
holds any such Ordnance Survey Data.
11 Auditing
11.1
Partner shall provide evidence of compliance with any of its obligations under this
Agreement, including without limitation in connection with the measures set out
under this Clause 11, if Ordnance Survey so requests.
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11.2
Partner shall maintain accurate, complete and detailed records related to all
transactions arising out of this Agreement. To meet Ordnance Survey’s auditors’
and business requirements, upon giving reasonable notice Ordnance Survey and/or
the National Audit Office, and their respective representatives have the right during
business hours to enter Partner’s premises to inspect and audit Partner’s books of
account and all supporting documentation to ensure Partner’s compliance with the
security, financial and intellectual property aspects of this Agreement and to take
copies of any necessary records. Without prejudice to Clause 11.3, Partner shall
provide Ordnance Survey with reasonable assistance to enable such inspection and
audit to take place, the frequency of which will not be more than once a year unless
Ordnance Survey reasonably believes Partner has failed to comply with the security,
financial and/or intellectual property aspects of this Agreement.
11.3
If the audit (or any other periodic inspection not being a full audit) shows that
Partner’s accounting as to the calculation of the Licence Fee due under this
Agreement, and/or any other financial matter, is incorrect, Partner hereby
undertakes promptly to rectify the defect in the amount accounted for and/or the
accounting system defect as the case may be. In the event that either party ceases
to be a Crown organisation then any sum payable shall be subject to interest at two
per cent (2%) over the base rate from time to time of National Westminster Bank plc
from the date this sum was originally due up to the date of payment.
11.4
Partner will comply with any reasonable measures stipulated by Ordnance Survey
as a result of any such audit, by which Ordnance Survey can ensure Partner’s
compliance with its obligations under this Agreement.
12 Termination
12.1 General Termination Rights
This Agreement or any Appendix may be terminated immediately by either party on giving
written notice:
12.1.1
if the other party is in material breach of any of the terms of this
Agreement or the Appendix (as the case may be) and such breach is
incapable of being remedied;
12.1.2
if the other party is in material breach of any of the terms of this
Agreement or the Appendix (as the case may be) and the breach, being
remediable, is not remedied within thirty (30) days from the date of a
written request to do so, and for the avoidance of doubt any failure to
pay a sum by the due date under this Agreement shall be a material
breach;
12.1.3
if the other party commits three (3) successive or concurrent breaches of
this Agreement or the Appendix (as the case may be) during any
twelve (12) month period, whether or not such breaches are remedied
within any required period;
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12.1.4
if the other party discloses Confidential Information of the first party or
authorises use of the first party’s Intellectual Property Rights to an
unauthorised third party;
12.1.5
if the parties are in dispute over any rights in or use of Intellectual
Property Rights or Confidential Information;
12.1.6
at any time Ordnance Survey loses the right to administer Crown
Copyright in respect of the Data which it has been accustomed to supply
to the Partner; or
12.1.7
if there has been no Appendix in force for the preceding six (6) months
pursuant to Clause 2.2.
12.2 Termination
Rights
without Notice Period
Either party may terminate this Agreement or any Appendix with immediate effect on
giving written notice to the other party in the event that the other party:
12.2.1
is unable to pay its debts within the meaning of Section 123 of the
Insolvency Act 1986;
12.2.2
ceases to carry on business;
12.2.3
has a receiver, administrative receiver, administrator or similar officer
appointed over all or any part of the assets or undertaking of Partner;
12.2.4
makes an assignment for the benefit of, or a composition with, its
creditors generally or another arrangement of similar import;
12.2.5
ceases to be a Crown organisation and goes into liquidation or is the
subject of a winding up order otherwise than for the purposes of a bona
fide amalgamation or reconstruction; or
12.2.6
undergoes any process similar to the matters referred to in
Clauses 12.2.3 and 12.2.5 in any jurisdiction other than that of the UK.
12.3 Termination on Notice
12.3.1
Either party may terminate this Agreement at any time on giving not less
than six (6) months advanced notice in writing to the other party
12.3.2
Ordnance Survey may terminate this Agreement or any Appendix on
giving Partner ninety (90) days’ written notice in the event that any
change in legislation, regulations or administrative practice, or a decision
by any competent court adversely affects Ordnance Survey’s right to
receive payment of all or any Licence Fees or other remuneration by
whatever means payable to it, or the Ordnance Survey Data or
Ordnance Survey’s ability to conduct its business. In such event, Partner
will be entitled to a rebate of a proportion of any Licence Fee it has paid,
which will be fair and reasonable in relation to any unused applicable
period.
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12.4 Effects of termination of this Agreement
In the event of termination or expiry of this Agreement:
12.4.1
accrued rights and remedies of either party will not be affected;
12.4.2
in certain circumstances which shall be specified in an appropriate
Appendix, Ordnance Survey may permit Partner to have certain rights,
subject to certain obligations, pursuant to the Agreement beyond the
date of termination or expiry of the Agreement;
12.4.3
subject to Clause 12.4.2, all Appendices to this Agreement will terminate
automatically with immediate effect;
12.4.4
subject to Clause 12.4.2 and to any provision to the contrary in any
applicable Appendix, Partner shall within thirty (30) days of such
termination destroy (or arrange for the destruction of) all Confidential
Information and Ordnance Survey Data in all media (including any
Ordnance Survey Data embedded in any other material) which Partner
holds or is responsible for, or at Ordnance Survey’s option return (or
arrange for the return of) all Ordnance Survey Data and Ordnance
Survey Confidential Information to Ordnance Survey, and provide, at
Ordnance Survey’s request, a sworn statement by a duly authorised
executive that Partner no longer holds any such Ordnance Survey Data
and Confidential Information;
12.4.5
subject to Clause 12.4.2, Partner shall comply with each of its
obligations in relation to termination set out in each Appendix;
12.4.6
subject to Clause 12.4.2, Partner shall terminate any Contractor Licence
which is in force with immediate effect and ensure that any provisions
relating to the termination of such Contractor Licences are enforced; and
12.4.7
the provisions of Clauses 1, 8, 9, 10.2, 11, 13.5 to 13.10 inclusive, 14,
15, 16, 17, 19, 24, 25 and 26 shall continue in full force and effect,
notwithstanding such termination or expiry.
12.5 Effects of termination of an Appendix
In the event of termination or expiry of an Appendix:
12.5.1
the accrued rights and remedies of the parties will not be affected;
12.5.2
in certain circumstances which shall be specified in an appropriate
Appendix, Ordnance Survey may permit Partner to have certain rights,
subject to certain obligations, pursuant to the Appendix beyond the date
of termination or expiry of the Appendix;
12.5.3
subject to Clause 12.5.2, all rights in respect of Ordnance Survey Data
granted by Partner to its Sub-licensees, end-users, Consumers and
Permitted Subcontractors shall henceforth cease;
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12.5.4
subject to Clause 12.5.2 and to any provision to the contrary in the
Appendix, Partner shall within thirty (30) days of such termination
destroy (or arrange for the destruction of) all Ordnance Survey
Confidential Information and Ordnance Survey Data which are the
subject of the Appendix and not of any other Appendix (including any
Ordnance Survey Data embedded in any other material) which Partner
holds or is responsible for, or at Ordnance Survey’s option return (or
arrange for the return of) all such Ordnance Survey Data and
Confidential Information to Ordnance Survey, and provide, at
Ordnance Survey’s request, a sworn statement by a duly authorised
executive that Partner no longer holds any such Ordnance Survey Data
or Confidential Information;
12.5.5
Partner shall send or make available to Ordnance Survey a copy of the
up-to-date list referred to in Clause 6.9; and
12.5.6
subject to Clause 12.5.2, Partner shall comply with its obligations (if any)
in relation to termination set out in the Appendix.
13 Warranties and Liability
13.1
Ordnance Survey shall use its reasonable endeavours to ensure that the
Ordnance Survey Data substantially conforms to the relevant Specification. If within
thirty (30) days of receipt Partner notifies Ordnance Survey that the
Ordnance Survey Data does not so conform, Ordnance Survey will use reasonable
endeavours to rectify the problem provided that the error has not been caused by
any modification, variation or addition not performed or authorised by
Ordnance Survey, and has not been caused by any abuse or corruption of the
Ordnance Survey Data by computer software equipment with which it is
incompatible. Ordnance Survey will provide any such rectified Ordnance Survey
Data with the next scheduled Ordnance Survey Update or, at its option, before the
next Ordnance Survey Update. The supply of the substitute Ordnance Survey Data
shall be Partner’s sole and exclusive remedy and Ordnance Survey’s sole and
exclusive liability for supplying faulty or incomplete Ordnance Survey Data or
Ordnance Survey Data which do not conform to the relevant Specification.
13.2
Ordnance Survey warrants that it is authorised by the Controller of Her Majesty’s
Stationery Office, who holds and exercises Crown Copyright and other copyrights
owned by Her Majesty, to grant licences to use such copyrights on the terms of this
Agreement but does not warrant that the Intellectual Property Rights subsist in, or
that Her Majesty owns (either at all or free from encumbrances or licences) all of the
Ordnance Survey Data and any condition, warranty or representation, whether
express or implied, to the contrary is hereby excluded to the maximum extent
permissible by law.
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13.3
Ordnance Survey Data has not been created for any particular customer’s or
partner’s requirements, whether operationally, functionally, technically, accurately or
otherwise. It is Partner’s responsibility to ensure that Ordnance Survey Data is fit for
Partner’s intended use or purpose. Partner acknowledges that if it does not take
Ordnance Survey Updates then, over time, the operation, technology, functionality
and accuracy of the Ordnance Survey Data is likely to degrade and may not meet
any relevant Specification.
13.4
Ordnance Survey excludes, to the fullest extent permissible by law and except as
expressly stated in this Clause 13, all warranties, conditions, representations or
terms, whether express or implied by common law, statute or otherwise including,
but not limited to, any regarding the accuracy, compatibility, fitness for purpose,
performance, satisfactory quality or use of Ordnance Survey Data, Ordnance Survey
Updates and any services provided to Partner.
13.5
Ordnance Survey accepts no responsibility or liability whether in contract, tort
(including negligence) or otherwise for any loss or damage of any nature arising
from any use of the Ordnance Survey web site or from any interruption or failure of
any electronic transmission of Data. Ordnance Survey gives no warranty or
undertaking as to the uninterrupted continuity of the Ordnance Survey web site.
13.6
Nothing in this Agreement shall have the effect of excluding or limiting the liability of
either party for:
13.6.1
death or personal injury to the extent it results from its negligence, or
that of its employees or agents in the course of their engagement
hereunder; or
13.6.2 fraud.
13.7
Neither party shall be liable to the other in contract, tort (including negligence) or
otherwise for any special, indirect or consequential losses or damages, provided
that neither this Clause 13.7 nor any other provision of this Agreement shall prevent
Ordnance Survey from recovering from Partner all amounts lawfully due in respect
of all infringements and breaches of Intellectual Property Rights or Confidential
Information by Partner or by any other party which has obtained Ordnance Survey
Data from Partner.
13.8
Subject to Clause 13.6:
13.8.1
Ordnance Survey’s total liability (whether in contract, tort (including
negligence) or otherwise) under or in connection with each Appendix will
not at any time exceed an amount equal to the limitations on
Ordnance Survey’s liability set out in such Appendix or, in the absence
of such a provision, an amount equal to the Licence Fees or Royalties
payable under such Appendix in respect of the twelve (12) month period
immediately prior to the cause of action for the latest such claim or
where less than twelve (12) months have passed by that time, in respect
of the first twelve (12) month period of such Appendix; and
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13.8.2
where a claim arises under or in connection with the terms of the
Agreement and is not related to any Appendix, Ordnance Survey’s total
and aggregate liability (whether in contract, tort (including negligence) or
otherwise) shall be limited to an amount equal to the guaranteed
minimum royalty payable in respect of the year of this Agreement which
is current at the time the cause of action for such claim arises.
13.9
Partner will be liable for and will indemnify and keep Ordnance Survey (and its
employees, directors, subcontractors and agents) indemnified from and against any
and all claims, demands, proceedings, costs, charges, damages, loss and liability
whatsoever incurred or suffered by Ordnance Survey whether direct, indirect or
consequential (including without limitation any economic loss or other loss of profits,
business or goodwill) arising out of any dispute, claims or proceedings brought
against Ordnance Survey in connection with an alleged infringement or breach of
Intellectual Property Rights or Confidential Information by Partner or by any other
party which has obtained Ordnance Survey Data from Partner.
13.10
Notwithstanding the other provisions of this Agreement, all references in this
Clause 13 to Ordnance Survey Data and Ordnance Survey Updates shall be
deemed to exclude Derived Data and Partner shall be fully liable in respect of all
Derived Data to Ordnance Survey in the terms of Clause 13.9.
13.11
Partner hereby warrants that the Products and/or Services do not and will not
contain any material which is obscene or defamatory or which infringes any
Intellectual Property Rights of any person.
14 Events beyond the parties’ control
Save for any payment obligation due hereunder, neither party will be responsible for
any delay or failure in carrying out obligations under this Agreement if the delay or
failure is caused by circumstances beyond the reasonable control of the affected
party. In such circumstances (which may include however shall not be limited to war,
civil war, terrorist attack, fire and flood) the affected party will notify the other of any
such likelihood as soon as possible. Where the preceding occurs the affected party
(or parties) shall be allowed a period of thirty (30) days to carry out its obligations.
15 Confidentiality
15.1
Each party agrees (as Recipient):
15.1.1
to use Confidential Information only for the purposes of discussions
between the parties relating to their business relationship, and for
performing the Recipient’s obligations and in accordance with the
Recipient’s rights under this Agreement;
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15.1.2
save as provided in Clause 6, to keep all Confidential Information
secure, and to disclose it only to those employees, consultants, directors
and professional advisers who are directly involved in this Agreement
and who are subject to at least the same obligations of confidentiality in
relation to the Confidential Information as the Recipient;
15.1.3
to notify the Discloser without delay of any unauthorised use, copying or
disclosure of the Confidential Information of which it becomes aware and
provide reasonable assistance to the Discloser to stop such
unauthorised use and/or disclosure;
15.1.4
that Confidential Information shall at all times remain the property of the
Discloser. Other than as set out elsewhere in this Agreement, no licence
of any Intellectual Property Rights is granted by any disclosure of
Confidential Information. Confidential Information may not be copied or
reproduced by the Recipient without the Discloser’s prior written
consent, and any permitted copies are also Confidential Information; and
15.1.5
except as required by law or by governmental or regulatory
requirements, not to disclose Confidential Information to any third parties
without the Discloser’s prior written consent.
15.2
The obligations in this Clause 16 do not apply to any information which the Recipient
can demonstrate was previously known to it (unless acquired directly from the
Discloser or subject to any obligation of confidentiality), or independently developed
by it without the use of any Confidential Information.
15.3
Neither party may divulge directly or indirectly to the press or any other third party,
other than its professional advisers and where it is required by law so to do, details
of this Agreement or of any dispute between Partner and Ordnance Survey or (in the
case of Partner) between Ordnance Survey and a third party.
16 Data
Protection
16.1
Partner shall comply in all respects with all current data protection legislation,
including (without limitation) the
Data Protection Act 1998 and any orders made or
codes of practice issued under it and the
Telecommunications (Data Protection and
Privacy) Regulations 1999 (the
Data Protection Legislation).
16.2
If Partner provides Ordnance Survey with any personal data (as defined in the Data
Protection Legislation), Partner warrants that such data was obtained and is
supplied to Ordnance Survey in compliance with the Data Protection Legislation.
16.3
Ordnance Survey shall retain any such personal data which the Partner provides, in
order for Ordnance Survey to meet its obligations under this Agreement.
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17 Construction of this Agreement
No rule of construction will apply to the interpretation of this Agreement to the
disadvantage of one party on the basis that such party put forward or drafted this
Agreement or any provision of this Agreement.
18 Assignment, Subcontracting and Sublicensing
18.1
Partner shall not be entitled to assign or subcontract any of its rights or obligations
under this Agreement or appoint any agent to perform such obligations, save that
Partner may appoint a Permitted Subcontractor to carry out work for it pursuant to
this Agreement. If such Permitted Subcontractor falls within the category identified in
Clause 18.4 below, Partner shall give Ordnance Survey written notice of the identity
of such Permitted Subcontractor. If Ordnance Survey objects to the use by Partner
of any Permitted Subcontractor, Ordnance Survey shall notify Partner of the reasons
for the objection in writing and Partner shall forthwith cease to instruct that Permitted
Subcontractor in relation to this Agreement. In any event Partner shall immediately
cease to instruct and/or not commence to instruct any Permitted Subcontractor
which is in a material dispute, mediation, arbitration or court proceedings with
Ordnance Survey.
18.2
The Partner shall be entitled to provide Ordnance Survey Data to Sub-licensees,
end-users and Consumers upon the terms of this Agreement subject to the
applicable Appendix, provided that Ordnance Survey has not given prior written
notice to the Partner of its reasons for the objection to the agreement with a
Sub-licensee, end-user or Consumer, in which case any licence in contemplation
shall not be concluded and any licence in force shall be terminated forthwith.
18.3
Ordnance Survey shall be entitled to assign, transfer or novate the benefits and
obligations of this Agreement to any government body or, in the event of the transfer
of all or any of Ordnance Survey’s activities or functions to any other entity, to the
entity to which Ordnance Survey’s functions have been transferred. Partner hereby
expressly agrees to the assumption of Ordnance Survey’s obligations under this
Agreement by that entity, provided that entity can fulfil all necessary obligations.
18.4
The category of Permitted Subcontractor to which Clause 18.1 shall apply is one
where the Permitted Subcontractor is working for the Partner for an amount in any
twelve (12) months of more than thirty per cent (30%) of the Partner’s turnover
derived from the benefits this Agreement in the twelve (12) months prior to the
engagement of the Permitted Subcontractor.
18.5
Upon termination of a Contractor Licence with a Permitted Subcontractor or of a
sublicence with a Sub-licensee or an end-user, or this Agreement or any applicable
Appendix, the Partner shall procure that such Permitted Subcontractor or
Sub-licensee or end-user shall comply with the obligations of Clauses 12.5 as if it
was the Partner itself.
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19 Non-solicitation
During the term of this Agreement and for a period of six (6) months thereafter,
neither party shall solicit or endeavour to entice away or make any offer of
employment (other than pursuant to an application made in response to a publicly
advertised vacancy) to any employee of the other.
20 Partnership, Joint Venture and Agency
excluded
Nothing in this Agreement or any circumstances associated with it or its
performance gives rise to any relationship of agency, partnership or employer and
employee between Ordnance Survey and Partner.
21 Entire
Agreement
The parties agree that this Agreement and any documents referred to in it constitute
the entire agreement and understanding between the parties concerning the subject
matter of this Agreement. This Agreement supersedes all understandings,
representations and agreements made between the parties concerning such subject
matter. However neither party seeks to exclude or limit liability for any fraudulent
misrepresentations.
22 Waiver
22.1
The waiving (which must be in writing and signed by an authorised representative of
the relevant party) on a particular occasion by either party of rights under this
Agreement does not imply that other rights will be waived.
22.2
If a party has a right arising from the other party’s failure to comply with an obligation
under this Agreement and delays in exercising or does not exercise that right, such
delay in exercising or failure to exercise is not a waiver of that right or any other
right.
23 Severability
Each term of this Agreement is a separate term and is intended to stand alone.
Should any provision of this Agreement be held to be invalid or unenforceable, such
provision shall be severed from the remainder of this Agreement, which will continue
to be valid and enforceable to the fullest extent permitted by law.
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24 Notices
24.1
Any notice required to be given for the purposes of this Agreement (a
Notice) shall
be given in writing by sending the Notice by either:
24.1.1
pre-paid first-class post;
24.1.2 recorded
delivery;
24.1.3
email (in the case of notice by Ordnance Survey only);
24.1.4 facsimile;
or
24.1.5
delivery by hand
to the address/facsimile number or other contact details:
for Ordnance Survey: the Ordnance Survey Representative
Address:
Romsey Road, SOUTHAMPTON,
United Kingdom, SO16 4GU
Phone:
023 8079 2850
Facsimile:
023 8079 2208
Email: [email address]
24.2
Any Notice sent by pre-paid first class post or recorded delivery shall be deemed to
have been served two business days after posting. Any Notice sent by facsimile
shall be deemed to have been served on the next business day following sending,
provided that electronic confirmation of transmission has been received. Any notice
sent by email shall be deemed to have been served on the next business day
following sending, provided that electronic confirmation of the email having been
opened has been received. Any Notice delivered by hand shall be deemed to have
been served on the same day if received before 4.00 pm on a business day, or on
the next business day if received after 4.00 pm.
24.3
Any notice given under this Clause 24 (save as provided in Clause 24.4) shall not be
valid unless it is expressly stated to be a notice pursuant to this Clause 24.
24.4
Notwithstanding the provisions of this Clause 24 regarding notices, the parties may
communicate by email and otherwise on non-contractual matters.
25 Contracts (Rights of Third Parties) Act 1999
Apart from the Controller of Her Majesty’s Stationery Office and the persons referred
to in Clause 13.9, a person who is not a party to this Agreement has no right under
the
Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of
any terms of this Agreement, but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.
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26 Jurisdiction and governing law
26.1
Subject to Clause 26.2, the parties agree that any disputes or disagreements will be
resolved in the following way:
26.1.1
by discussion between the Partner account manager or equivalent at
Ordnance Survey and Partner Representative;
26.1.2
if no agreement is reached within ten (10) business days of the first
request of either party for the meeting or discussion referred to in the
previous sub-clause, the dispute shall be escalated to the
Ordnance Survey Representative and a representative of Partner of
comparable rank and position;
26.1.3
if no agreement is reached within ten (10) business days of the first
request of either party for the meeting or discussion referred to in the
previous sub-clause, the dispute shall be escalated to an appropriate
Director of Ordnance Survey and a Director or equivalent of Partner; and
26.1.4
if no agreement is reached within thirty (30) business days after the first
request for the meeting or discussion referred to in Clause 26.1.2, the
dispute shall be referred to (1) the relevant Minister of the department of
which Ordnance Survey is an agency and (2) a Minister with
responsibility for the Office for National Statistics.
26.1.5
Any of the time limits specified in Clause 26.1 may be extended by the
mutual agreement of the parties to the dispute. Such extension shall not
prejudice the right of any party to proceed to the next stage of the
dispute procedure on its expiry.
26.2
Although not legally binding, this Agreement will be construed in accordance with
English law and in the event that either party shall cease to be a Crown body, this
Agreement shall be construed in accordance with English law.
27 Signing
Signed for and on behalf of
The Secretary of Signed by a duly authorised officer for and on
State, acting through Ordnance Survey
behalf of
the Office for National Statistics
Signature ..................................................
Signature .................................................
Name
..................................................
Name
Alistair Calder ...........................
Title
..................................................
Title
.................................................
Date
..................................................
Date
.................................................
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Schedule to Framework Partner Licence
Contractor Licence of
Ordnance Survey Data
Between:
(1) Sub-licensor
and
(2) Contractor
Agreement
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Agreement
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Contents
Clause
Page no
1
Definitions and interpretations ....................................................................................35
2
Consideration and Term .............................................................................................37
3
Grant of Licence .........................................................................................................37
4
Obligations of Contractor ............................................................................................37
5
Ownership of Ordnance Survey Data .........................................................................38
6
Variation......................................................................................................................39
7
Auditing.......................................................................................................................39
8
Confidential Information..............................................................................................40
9
Warranties ..................................................................................................................40
10
Liabilities .....................................................................................................................41
11
Termination.................................................................................................................41
12
Assignment, subcontracting and sublicensing............................................................42
13
Entire Agreement........................................................................................................42
14
Waiver.........................................................................................................................42
15
Severability .................................................................................................................42
16
Further assurance.......................................................................................................42
17
Notices........................................................................................................................43
18
Contracts (Rights of Third Parties) Act 1999 ..............................................................44
19
Jurisdiction and governing law....................................................................................44
20
Signing........................................................................................................................44
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This Contractor Licence is made this .................... day of ........................ 200 ......
Between: (1) .............................................................................................................................
of ............................................................................................................... (the
Sub-licensor);
and (2) .......................................................................................................................................
of ................................................................................................................... (the
Contractor).
Background:
A
The Sub-licensor has acquired a licence from Ordnance Survey to use certain
Ordnance Survey Data as Partner for the Licensed Use.
B
The Sub-licensor wishes to provide such Ordnance Survey Data to the Contractor to
enable the Contractor to provide a Tender or to carry out the Works.
C
The Sub-licensor has authority from Ordnance Survey to grant a licence to the
Contractor in respect of any Ordnance Survey Data provided to the Contractor on
the limited terms of this Contractor Licence.
Operative Terms:
1
Definitions and interpretations
1.1
In this Agreement
Expression Meaning
Confidential Information
means any information that relates to the affairs of the
Sub-licensor and Ordnance Survey and that is
acquired by the Contractor in anticipation of or as a
result of this Contractor Licence. This excludes
information which is in the public domain other than
through the breach of any duty of confidentiality.
Data
means any text, graphics, audio, visual (including still
visual images) and/or audio-visual material, software,
applications, data, database content or other
multimedia content, information and material.
Derived Data
means all Data which are adapted, extracted or
reutilised from Ordnance Survey Data by the
Sub-licensor or the Contractor or a person, firm or
company authorised by the Sub-licensor.
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Intellectual Property Rights
means copyright, patent, trade mark, design right,
topography right, database right, trade secrets,
know-how, rights of confidence, broadcast rights and
all other similar rights anywhere in the world whether
or not registered and including applications for
registration of any of them.
Licensed Use
means such use as has been licensed to the
Sub-licensor by Ordnance Survey.
Ordnance Survey Data
means Data owned by or licensed to
Ordnance Survey including without limitation Derived
Data, as amended from time to time by
Ordnance Survey Updates.
Ordnance Survey Updates
means the updates, revisions and amendments to the
Ordnance Survey Data which Ordnance Survey may
provide or in respect of which Ordnance Survey may
provide access from time to time for the benefit of the
Sub-licensor.
Tender
means a proposal by the Contractor for the supply to
the Sub-licensor of goods and/or services.
Works
means the works, goods or services the Contractor is
engaged to provide to the Sub-licensor.
1.2
Unless the context otherwise requires, each reference to a particular Clause shall be
a reference to that Clause contained in this Contractor Licence.
1.3
Headings are inserted for convenience only and shall not affect the interpretation of
any provision of this Contractor Licence.
1.4
Unless the contrary intention appears, words importing the masculine gender shall
include the feminine and vice versa and words in the singular include the plural and
vice versa in this Contractor Licence.
1.5
A reference to any statute or statutory provision includes a reference to that statute
or statutory provision as amended, extended or re-enacted from time to time in this
Contractor Licence.
1.6
The Contractor acknowledges that, apart from the Contractor, no person, firm,
company or organisation (including without limitation any company or organisation
which is under common or partly under common ownership with the Contractor)
shall have any rights whatsoever under this Agreement.
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2
Consideration and Term
In consideration for the Contractor’s agreement to provide services to the
Sub-licensor as specified elsewhere, the Sub-licensor hereby agrees to grant such
licence terms as are specified in this Contractor Licence in respect of
Ordnance Survey Data for as long as the Contractor shall require use of such
Ordnance Survey Data in order to meet its obligations to the Sub-licensor, subject to
other termination provisions contained in this Contractor Licence.
3
Grant of Licence
3.1
If the Sub-licensor delivers to the Contractor and/or provides the Contractor with any
access to Ordnance Survey Data, then under this Contractor Licence the
Sub-licensor, as a licensee of Ordnance Survey, grants the Contractor a
non-exclusive, non-transferable, revocable licence to copy and adapt the
Ordnance Survey Data solely for the purposes of providing the Tender or the Works
to the Sub-licensor to the extent and subject to the restrictions of the Sub-licensor’s
Licensed Use which shall be notified to the Contractor. The Contractor may not use
the Ordnance Survey Data in any way or for any purpose other than as set out in
this Contractor Licence.
3.2
Except as provided in Clause 3.3, the Contractor acknowledges that the licence of
particular Ordnance Survey Data shall terminate immediately the Contractor has
delivered the Tender or completed the Works for which such Ordnance Survey Data
are required.
3.3
The Contractor shall be entitled to retain Ordnance Survey Data to the limited extent
provided in Clause 11.3.
3.4
This Contractor Licence does not give the Contractor any right to sublicense,
distribute, sell or otherwise make Ordnance Survey Data available to third parties.
3.5
The Contractor acknowledges that Ordnance Survey has expressly reserved and
retained all Intellectual Property Rights in the Ordnance Survey Data and any copies
made by the Sub-licensor or the Contractor.
4
Obligations of Contractor
4.1
The Contractor acknowledges that it shall:
4.1.1
at all times conduct its business in a manner which will not reflect
unfavourably on the Ordnance Survey Data or on the name and
reputation of Ordnance Survey;
4.1.2
not by itself or with others participate in any illegal, deceptive, misleading
or unethical practices including, but not limited to, disparagement of the
Ordnance Survey Data or Ordnance Survey or other practices which
may be detrimental to the Ordnance Survey Data, Ordnance Survey or
the public interest;
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4.1.3
not describe itself or allow itself to be described as Ordnance Survey’s
agent or representative or to act in any such way; and
4.1.4
use its best endeavours to ensure that it shall use all adequate
technological and security measures including, without limitation, such
measures as Ordnance Survey or the Sub-licensor may recommend
from time to time, to ensure that all Ordnance Survey Data which it holds
or is responsible for are secure from unauthorised use or access and are
only used in accordance with the terms of this Contractor Licence.
4.2
The Contractor shall notify the Sub-licensor as soon as it suspects any infringement
or any other breach by a third party of any Intellectual Property Rights which may
exist in Ordnance Survey Data, and give the Sub-licensor and Ordnance Survey all
reasonably required assistance in pursuing any infringement.
4.3
The Contractor acknowledges the following instructions with regard to
Ordnance Survey Data:
4.3.1
any Ordnance Survey Data provided by the Sub-licensor shall only be
that which is appropriate and necessary for the Contractor to carry out its
obligations;
4.3.2
any information relating to Ordnance Survey Data can only be used by
the Contractor in connection with its specific obligations to the
Sub-licensor;
4.3.3
any further copies of Ordnance Survey Data made by the Contractor
must carry acknowledgements identical to those on the originals first
provided to the Contractor; and
4.3.4
where digital data are involved, any computer systems holding such data
must be password protected by the Contractor. In addition, only
authorised staff should have access to the Ordnance Survey Data. All
original and back-up media and hard copies produced from such
Ordnance Survey Data must be kept in a secure environment.
5
Ownership of Ordnance Survey Data
5.1
The Crown (or, where applicable, Ordnance Survey’s suppliers) owns the
Intellectual Property Rights in the Ordnance Survey Data. All Ordnance Survey Data
licensed under this Contractor Licence remain the property of the Crown (or, where
applicable, Ordnance Survey’s suppliers) and the Contractor’s use or possession of
any Ordnance Survey Data does not give the Contractor any ownership of or any
interest in any of the Ordnance Survey Data. Title to any copies that the Contractor
makes of Ordnance Survey Data shall pass to Ordnance Survey on their creation.
5.2
The Contractor shall be responsible for all loss of or damage to the
Ordnance Survey Data from the time they are delivered to the Contractor or made
available to the Contractor for collection.
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5.3
If the Contractor fails to destroy any copies of the Ordnance Survey Data when
required under this Contractor Licence or required by Ordnance Survey, the
Contractor acknowledges that Ordnance Survey and/or the Sub-licensor shall have
the right to enter upon any premises owned, occupied or controlled by the
Contractor where the Ordnance Survey Data are situated and it may destroy them.
6 Variation
6.1
The Sub-licensor reserves the right to amend at any time the terms of this
Contractor Licence. All such amendments shall become incorporated into this
Contractor Licence as soon as notice has been given to the Contractor. If the
Contractor does not find the changes made in accordance with this Clause 6.1
acceptable, the Contractor may, within thirty (30) days of such notice, terminate this
Contractor Licence by giving notice in writing to the Sub-licensor.
6.2
The Contractor shall, within thirty (30) days of any variation by which any
Ordnance Survey Data are removed from the terms of this Contractor Licence,
destroy all such Ordnance Survey Data in its possession in all media (including any
Ordnance Survey Data embedded in any other material) which are held by the
Contractor or for which the Contractor is responsible, or at the Sub-licensor’s option
return all such Ordnance Survey Data to the Sub-licensor and provide, at the
Sub-licensor’s request, a sworn statement by a duly authorised executive that the
Contractor no longer holds such Ordnance Survey Data.
7 Auditing
7.1
The Contractor shall provide evidence of compliance with any of its obligations
under this Contractor Licence to the Sub-licensor, including without limitation in
connection with the measures set out in this Clause 7.
7.2
The Contractor will maintain accurate, complete and detailed records relating to all
transactions arising out of this Contractor Licence. To meet the requirements of the
National Audit Office and Ordnance Survey’s own business requirements, the
representatives of the National Audit Office and Ordnance Survey shall have the
right on reasonable notice during business hours to enter the Contractor’s premises
and to inspect and audit its books of account and all supporting documentation to
ensure its compliance with the security and intellectual property aspects of this
Contractor Licence and to take copies of any necessary records. The Contractor
shall, at its own expense, make appropriate employees and facilities available to
provide Ordnance Survey and/or the National Audit Office with all reasonable
assistance to enable such inspection, auditing and copying to take place.
7.3
Ordnance Survey may stipulate a range of reasonable measures arising from the
findings of any audit by which it can ensure the compliance of the Contractor with its
obligations under this Contractor Licence.
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8 Confidential
Information
8.1
The Contractor agrees:
8.1.1
to use Confidential information only for performing its obligations and in
accordance with its rights under this Contractor Licence;
8.1.2
to keep all Confidential Information secure, and to disclose it only to
those employees, consultants, directors and professional advisers who
are directly involved in this Contractor Licence and who are subject to at
least the same obligations of confidentiality in relation to the Confidential
Information as the Contractor;
8.1.3
to notify the Sub-licensor without delay of any unauthorised use, copying
or disclosure of the Confidential Information of which it becomes aware
and provide all reasonable assistance to the Sub-licensor to stop such
unauthorised use and/or disclosure;
8.1.4
that Confidential Information shall at all times remain the property of the
Sub-licensor or Ordnance Survey, as the case may be. Other than as set
out elsewhere in this Contractor Licence, no licence of Intellectual
Property Rights is granted by any disclosure of Confidential Information.
Confidential Information may not be copied or reproduced by the
Contractor without the Sub-licensor’s prior written consent, and any
permitted copies are also Confidential Information; and
8.1.5
except as required by law or by governmental or regulatory
requirements, not to disclose Confidential Information to any third parties
without the Sub-licensor’s and Ordnance Survey’s prior written consent.
8.2
The obligations in this Clause 8 do not apply to any information which the Contractor
can demonstrate was previously known to it (unless acquired directly from the
Sub-licensor or in breach of any obligation of confidentiality) or independently
developed by it without the use of any Confidential Information.
8.3
The Contractor may not divulge directly or indirectly to the press or any other third
party, other than to its professional advisers and Ordnance Survey and where it is
required by law so to do, details of this agreement or of any dispute between it and
the Sub-licensor or involving Ordnance Survey.
9 Warranties
9.1
The Sub-licensor gives no warranty with regard to the quality or description of the
Ordnance Survey Data but, on receipt of any notice from the Contractor with regard
to any apparent defect, the Sub-licensor’s sole liability, and the Contractor’s sole
remedy, shall be to the effect that the Sub-licensor shall report such matter to
Ordnance Survey.
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9.2
The Contractor acknowledges that the Sub-licensor has received a warranty to the
effect that Ordnance Survey is authorised by the Controller of Her Majesty’s
Stationery Office, which holds and exercises Crown Copyright and other copyrights
owned by Her Majesty, to grant licences to use such copyrights on the terms of this
Contractor Licence. However, the Contractor acknowledges that no warranty is
given that Intellectual Property Rights subsist in or that Her Majesty owns (either at
all or free from encumbrances or licences) all of the Ordnance Survey Data and any
condition, warranty or representation, whether express or implied, to the contrary is
hereby excluded to the maximum extent permissible by law.
9.3
The Sub-licensor excludes, to the fullest extent permissible by law and except as
expressly stated in this Clause 9, all warranties, conditions, representations or
terms, whether express or implied by common law, statute or otherwise, including,
but not limited to, any regarding the accuracy, compatibility, fitness for purpose,
performance, satisfactory quality or use of Ordnance Survey Data or
Ordnance Survey Updates.
10 Liabilities
10.1
The parties acknowledge that any limits and exclusions of liability in relation to each
other under this Contractor Licence shall be governed by the terms and conditions
of other contracts between them.
10.2
It is further acknowledged by the parties that Ordnance Survey shall have no liability
whatsoever to the Contractor in respect of the Ordnance Survey Data or any matter
or thing in connection with this Contractor Licence.
11 Termination
11.1
Either party may terminate this Contractor Licence with immediate effect at any time
by giving notice to the other party.
11.2
Except as provided in Clause 11.3, as soon as this Contractor Licence is terminated
or the Contractor has ceased to need to have access to Ordnance Survey Data for
the Tender or the Works, the Contractor shall immediately either destroy (or arrange
for the destruction of) all Confidential Information and Ordnance Survey Data in all
media (including without limitation any Ordnance Survey Data embedded in any
paper copies and any other material) which the Contractor holds or is responsible
for or at the Sub-licensor’s option return or arrange for the return of all
Ordnance Survey Data and Confidential Information to the Sub-licensor or (if
required by Ordnance Survey) Ordnance Survey, and provide, at the request of the
Sub-licensor or Ordnance Survey, a sworn statement by a duly authorised executive
that the Contractor no longer holds any Ordnance Survey Data or Confidential
Information.
11.3
The Contractor shall be entitled to retain one paper based archive copy of any
Ordnance Survey Data which is relevant and necessary to document the Tender or
the Works, as the case may be.
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11.4
Notwithstanding the termination of this Contractor Licence, those Clauses intended
to survive termination, including without limitation Clauses 1, 5, 7, 8, 10, 11.2, 11.3,
17 and 19, shall continue in full force and effect.
12 Assignment, subcontracting and sublicensing
The Contractor shall only be entitled to subcontract, assign, transfer or novate rights
and/or obligations under this Contractor Licence with the prior written consent of
both the Sub-licensor and Ordnance Survey.
13 Entire
Agreement
The parties agree that this Contractor Licence and any documents referred to in it
constitute the entire agreement with regard to the Contractor’s right to have access
to Ordnance Survey Data. This Contractor Licence supersedes all understandings,
representations and agreements made between the parties concerning such
matters. However, neither party seeks to exclude liability for any fraudulent
misrepresentations.
14 Waiver
14.1
The waiving (which must be in writing and signed by an authorised representative of
the relevant party) on a particular occasion by either party of rights under this
Contractor Licence does not imply that other rights will be waived.
14.2
If a party has a right arising from the other party’s failure to comply with an obligation
under this Contractor Licence and delays in exercising or does not exercise that
right, such delay in exercising or failure to exercise is not a waiver of that right or
any other right.
15 Severability
Each term of this Contractor Licence is a separate term and is intended to stand
alone. Should any provision of this Contractor Licence be held to be invalid or
unenforceable, such provision shall be severed from the remainder of this
Contractor Licence, which will continue to be valid and enforceable to the fullest
extent permitted by law.
16 Further
assurance
The parties shall do and execute all such further acts and things as are reasonably
required to give full effect to the rights given and the transactions contemplated by
this Contractor Licence.
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17 Notices
17.1
Any notice required to be given for the purposes of this Contractor Licence shall be
given in writing by sending the notice by either:
a) prepaid first-class post; or
b) recorded delivery; or
c) facsimile;
or
d) delivery
by
hand.
17.2
Any notice shall be sent to the address/fax number or other contact details:
a) for the Sub-licensor:
Contact: ...........................................................................
Address: ..........................................................................
.........................................................................................
Phone: .............................................................................
Facsimile: ........................................................................
b) for the Contractor:
Contact: ...........................................................................
Address: ..........................................................................
.........................................................................................
Phone: .............................................................................
Facsimile: ........................................................................
of such other contact details as either party shall notify to the other
in writing.
17.3
Any notice sent by prepaid first-class post or recorded delivery shall be deemed to
have been served two (2) business days after posting. Any notice sent by facsimile
shall be deemed to have been served on the next business day following sending,
provided that electronic confirmation of transmission has been received. Any notice
sent by email shall be deemed to have been served on the next following business
day following sending, provided that electronic confirmation of the email having been
opened has been received. Any notice delivered by hand shall be deemed to have
been served on the same day if received before 4.00 pm on a business day or on
the next business day if received after 4.00 pm.
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18 Contracts (Rights of Third Parties) Act 1999
Apart from Ordnance Survey and the Controller of Her Majesty’s Stationery Office, a
person who is not a party to this Contractor Licence has no right under the
Contacts
(Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any terms of this
Contractor Licence, but this does not affect any right or remedy of a third party which
exists or is available apart from that Act.
19 Jurisdiction and governing law
This Contractor Licence will be governed by and construed in accordance with
English law. Both parties submit to the exclusive jurisdiction on the English courts in
respect of any proceedings issues by either party in connection with this Contractor
Licence.
20 Signing
In witness whereof the hands of the duly authorised representatives the day and
year first above written.
For Sub-licensor
For Contractor
Signature ..................................................
Signature .................................................
Name
..................................................
Name
.................................................
Title
..................................................
Title
.................................................
Company ..................................................
Company .................................................
Date
..................................................
Date
.................................................
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