Gridlink® Production Service Level Agreement
Gridlink®
Production Service Level Agreement
©Copyright Gridlink 2007. All rights reserved
Page 1
Gridlink® Production Service Level Agreement
Contents
Page
1
Interpretations............................................................................................................... 4
2
Definitions ..................................................................................................................... 4
3
Period of the Agreement............................................................................................... 8
4
Gridlink Core Data Component data flows between Consortium Members ................. 8
4.1
Office for National Statistics (ONS)................................................................... 8
4.2
Ordnance Survey of Northern Ireland (OSNI) ................................................... 9
4.3
General Register Office for Scotland (GROS) .................................................. 9
4.4
Royal Mail Group plc (RMG) ........................................................................... 10
4.5
Ordnance Survey (OS).................................................................................... 10
4.6
Delivery dates ................................................................................................. 10
5
Consortium Members responsibilities......................................................................... 11
5.1
Each Consortium Member agrees to: ............................................................. 11
5.2
Office for National Statistics agrees to: ........................................................... 12
5.3
Ordnance Survey agrees to: ........................................................................... 12
5.4
Ordnance Survey of Northern Ireland agrees to: ............................................ 12
6
The Gridlink Programme Board (GPB) ....................................................................... 13
7
Withdrawal of a Consortium Member ......................................................................... 14
8
Removing a Consortium Member and appointment of a new Consortium Member ... 15
9
Termination of Agreement and disbanding the Gridlink Consortium........................... 16
10
Assignment ................................................................................................................. 17
11
Third Party Rights ....................................................................................................... 18
12
Disputes...................................................................................................................... 18
13
Confidentiality ............................................................................................................. 18
14
Circumstances beyond the control of the Gridlink Consortium................................... 19
15
Severability ................................................................................................................. 20
16
Interpreting the Agreement ......................................................................................... 20
17
The Complete Agreement........................................................................................... 20
18
Dataset provision and other financial arrangements .................................................. 20
19
Intellectual Property Rights......................................................................................... 22
20
Bi-lateral Agreements ................................................................................................. 24
21
Acceptance and signatures ........................................................................................ 25
Annexe A
Membership of the Gridlink Programme Board............................................... 26
Annexe B
Gridlink source identification ........................................................................... 28
Annexe C
Gridlink Core Dataset Process – Import and Export. ...................................... 29
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Gridlink® Production Service Level Agreement
This Gridlink Production Service Level Agreement
is made on ............................................. 2007 to reflect the working practices currently in
place in relation to the Gridlink Consortium BETWEEN
Office for National Statistics, Cardiff Road, NEWPORT, South Wales, NP10 8XG
(
ONS)
Ordnance Survey, Romsey Road, SOUTHAMPTON, SO16 4GU (
OS)
Ordnance Survey of Northern Ireland, Colby House, Stranmillis Court, Malone
Lower, BELFAST, BT9 5BJ (
OSNI)
General Register Office for Scotland, Ladywell House, Ladywell Road,
EDINBURGH, EH12 7TF (
GROS)
Royal Mail Group plc, (company registration number 04138203) whose registered
office is situated at 148 Old Street, LONDON, EC1V 9HQ (
RMG)
Agreement Introduction
This Agreement is to operate between certain Crown bodies and therefore is not a legally
binding agreement between the Non-GROS Crown Consortium Members. In the event of
dispute between the Non-GROS Crown Consortium Members, the dispute is not subject to
adjudication in a court of law. Between the Non-GROS Crown Consortium Members, this
Agreement is a business arrangement and acknowledges the goodwill between the
Non-GROS Crown Consortium Members and relies upon the cooperation of the Non-GROS
Crown Consortium Members with all of its terms for its implementation to achieve the desired
mutual benefit. For the avoidance of doubt, nothing contained in this Agreement shall prevent
it from being a legally enforceable agreement between the Non-GROS Crown Consortium
Members (either jointly or severally) and any party which is not a Non-GROS Crown
Consortium Member and vice versa.
Whereas
1
The Consortium Members produce a variety of postcode location products and
services and wish to maintain them in terms of quality, consistency and value for
money. This has been achieved by the creation of a pool of data to produce
accurate postcode location data and links to the commonly-used electoral,
administrative and health areas in the UK.
2
Building on the goodwill and spirit of cooperation between the Consortium Members
and their commitment to the Modernising Government Agenda, the Consortium
Members have agreed to establish the Gridlink Consortium on the terms of this
Agreement to create the pool, which is to be managed by OS and called the Gridlink
Core Dataset. This facilitates the production of consistent and harmonised postcode
location products and services to meet customer needs.
3
Each Consortium Member, as the source provider/owner of its contributory data,
has agreed to provide such data to facilitate the creation of the Gridlink Core
Dataset.
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Gridlink® Production Service Level Agreement
4
Use and/or exploitation of the Gridlink Core Dataset in its entirety or any parts
thereof, shall be provided for pursuant to separate licence terms within Bi-lateral
Agreements pursuant to Section 20. Nothing contained in this Agreement shall
prevent each Consortium Member from using or exploiting its own Gridlink Core
Data Component independently of the Gridlink Core Dataset.
5
The timetable for producing the Gridlink Core Dataset has dictated that work has
been required to be undertaken by the Consortium Members prior to the
commencement of this Agreement.
1 Interpretations
1.1
As used in this Agreement:
1.1.1
the masculine includes the feminine and neuter; and
1.1.2
the singular includes the plural and vice versa.
1.2
A reference to any statute, enactment, order, regulation or other similar instrument
shall be construed as a reference to the statute, enactment, order, regulation or
instrument as amended by any subsequent statute, enactment, order, regulation or
instrument or as contained in any subsequent re-enactment thereof.
1.3
Headings are included in this Agreement for ease of reference only and shall not
affect the interpretation or construction of this Agreement.
2 Definitions
The expressions set out below shall have the meanings ascribed thereto:
Agreement
means this agreement (including its introduction and annexes).
Bi-lateral Agreements
means the separate agreements (as more particularly set out
in Section 20) that may be agreed from time to time to allow a
Consortium Member to exploit all or part of another Consortium
Member’s Gridlink Core Data Component as part of the
Gridlink Core Dataset (other than for the purpose of producing
the Gridlink Core Dataset as permitted under this Agreement),
which exploitation falls outside the scope of this Agreement.
Business Day
means any day on which banks in the United Kingdom are
open for business excluding Saturdays, Sundays, public
holidays.
CMS
means the Central Management System being an OS address
maintenance database.
Code-Point
means the OS data product that provides National Grid
coordinates for a point within each unit postcode in Great
Britain and Northern Ireland.
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Gridlink® Production Service Level Agreement
Combined Changes
means the RMG product containing the following sub-products;
Changes, Single Changes, Expanded Changes, Expanded
Single Changes, Welsh Changes and Keychain.
Commercial Manager
means the person named as such in Annexe A responsible for
keeping records of all updates and other variations to this
Agreement.
Confidential Information
shall have the meaning given in Sub-section 13.1.1.
Consortium Member
means any one of the ONS, OS, GROS, OSNI and RMG and
any new entity appointed in accordance with Sub-section 8.5.
Controller
means the Controller of HMSO in England and Wales, being
an official appointed by the Crown and residing in HMSO who
is responsible for the control and administration and is entitled
to hold and exercise Crown Copyright as if such copyright were
her own.
Crown Consortium
means any Consortium Member that is acting on behalf of and
Member
as a servant and/or agent of the Crown and designated as
such, being ONS, OS, GROS and OSNI at the date of this
Agreement.
Crown Copyright
means copyright material which is produced by employees of
the Crown in the course of their duties.
Departing Consortium
means the Consortium Member which is either withdrawing
Member
from the Gridlink Consortium in accordance with Section 7 or
being removed from the Gridlink Consortium in accordance
with Section 8.
Financial Year
means a period running from 1 April in any given year to
31 March of the following year inclusive.
GPB Members
means representatives from each of the Consortium Members
sitting on the Gridlink Programme Board as detailed in
Annexe A.
Gridlink Consortium
means the arrangements set up in accordance with the terms
of this Agreement.
Gridlink Core Data
means each data item as detailed in Annexe B, which is
Component
supplied in accordance with Section 4 by each Consortium
Member in order to create the Gridlink Core Dataset.
Gridlink Core Dataset
means the dataset created from the Gridlink Core Data
Component of each Consortium Member producing a single
set of postcode location data, comprising all ‘live’ UK
postcodes, 1 metre resolution National or Irish grid references,
UK country, electoral area, administrative area and health area
assignments, and appropriate quality indicators.
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Gridlink® Production Service Level Agreement
Gridlink Master Database means the database in which the Gridlink Core Dataset is
held.
Gridlink Programme
shall have the meaning and functions ascribed in Section 6.
Board (GPB)
Gridlink Programme
means the person named as such in Annexe A responsible for
Manager
the day-to-day management of the Joint Venture Project.
Gridlink Programme Plan means the high-level plan for the Joint Venture Project
maintained by the Gridlink Programme Manager against which
progress and performance are monitored.
Gridlink Technical Board means the project board reporting to GPB, whose remit is to
manage the processing, resolve technical issues and advise
the GBP in respect of technical enhancements to the Gridlink
Core Dataset.
Gridlink User Guide
means the documentation provided by OS that specifies the
production process carried out within OS describing the data
content and production processes associated with the Gridlink
Core Dataset.
HMSO
means Her Majesty's Stationery Office.
Intellectual Property
means all intellectual property rights, including (without
Rights
limitation) registered designs, copyrights, trade marks, service
marks, trade and business names, get-up, database rights,
design rights, patents, technical information and know-how (in
each case, whether registered or not) and including any
goodwill relating to the same and all applications or rights to
apply for protection of the same, as may subsist or exist
anywhere in the world.
ISB
means the Invest to Save Bid initiative provided by
HM Treasury to support the Joint Venture Project.
Joint Branding
means using the Gridlink word mark or logo and/or other
descriptions or definitions agreed by the GPB when marketing
or promoting Gridlink or the Gridlink Core Dataset and/or
products derived from the same.
Joint Venture Project
means the work to be undertaken by the Gridlink Consortium
pursuant to this Agreement to deliver more consistent and
better value-for-money postcode location products and
services.
Non-GROS Crown
means those Crown Consortium Members that cannot legally
Consortium Members
contract with other servants and/or agents of the Crown in
England, being ONS, OS and OSNI as at the date of this
Agreement.
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Gridlink® Production Service Level Agreement
NSPD
means the National Statistics Postcode Directory being the
ONS product containing current and terminated unit postcodes
in the United Kingdom, related to a range of administrative,
health, electoral and other geographies, including National and
Irish grid references.
Operational Manager
means the person appointed from time to time by the GPB who
does not sit on the GPB and who will be responsible for
monitoring this Agreement who, at the commencement of the
Agreement, is named in Annexe A.
PAF
means the database, or any part of it, created and developed
by RMG and known as the 'Postcode Address File' containing
all known address and postcode information in the United
Kingdom as may be amended from time to time.
Pointer
means the address database being developed for Northern
Ireland with the joint support of OSNI, the Valuation & Lands
Agency (VLA) and RMG, in conjunction with local councils.
Standardised addresses for every property in Northern Ireland
are allocated a unique reference number and Irish Grid
coordinates.
Postcode Boundary files means the set of GROS postcode boundary files that
correspond with GROS Postcode Index.
Postcode Index
means the GROS index of all live and deleted Scottish
postcodes and their higher area allocations.
Postcode Update
means a product created and made available by RMG which
provides information on major postcode and address
reallocations every six (6) months.
Postzon
means a product (or any part of it) developed by RMG which
comprises a version of PAF containing one record for each
postcode in the UK and combines each postcode with an OS
grid reference and a variety of other coded identifiers which
describe, inter alia, Country, County, District and Local
Authority Electoral Ward and National Health Service District
Health Authority as may be amended from time to time.
QPS
means the Queens Printer for Scotland, being the body
responsible for the control and administration of Crown
Copyright in Scotland.
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Gridlink® Production Service Level Agreement
3
Period of the Agreement
3.1
This Agreement shall come into force on the date this Agreement is executed by the
last in time of all Consortium Members appearing on page 3 of this Agreement
(
Commencement Date). This Agreement shall remain in force for three (3) years
from the Commencement Date or such extended period as the GPB Members may
direct in accordance with Sub-section 3.3, unless terminated in accordance with
Section 9 or, in relation to a particular party that is a Departing Consortium Member,
in accordance with Section 7 or 8 (as appropriate) and/or under the circumstance
contemplated under Sub-section 18.4.
3.2
This Agreement shall be subject to annual review by the GPB Members. This review
shall be carried out during November of each year for which this Agreement is in
force. No proposal for variation of the period or terms of this Agreement arising out
of the review shall, however, be implemented without the written consent of each of
the Consortium Members, or pursuant to Sub-section 3.3 in accordance with
Sub-section 6.8.1.
3.3
Any Consortium Member wishing this Agreement to be extended or amended shall
make such a proposal to the GPB Members who shall, in accordance with
Sub-sections 6.5, 6.6, 6.7 and 6.8, either approve and direct accordingly in
accordance with Sub-section 6.8.1 or dismiss the proposal, provided always that
any proposal for extension shall be limited to a term of twelve (12) months and only
one such extension shall be granted in each calendar year of the term of this
Agreement. All proposals for such extension or amendment shall be directed in
writing in the first instance to the Operational Manager.
4
Gridlink Core Data Component data flows
between Consortium Members
(See also Annexe C)
This Section 4 sets out the flow of data between the parties in order for that data to
become part of the Gridlink Core Dataset in accordance with the terms of this
Agreement. This Section 4 shall take precedence in the event of any conflict or
inconsistency between this Section 4 and Annexe C.
4.1
Office for National Statistics (ONS)
4.1.1
Provides the following data to OSNI:
4.1.1.1.
Imputed one (1) metre resolution Irish Grid references for
new Northern Ireland postcodes on the 5th working day after
the 3rd Friday of each month.
4.1.1.2.
Health area/electoral area/administrative area matrix for
Northern Ireland as part of the UK service by the 28 February
each year, for quality assurance and amendment.
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Gridlink® Production Service Level Agreement
4.1.2
Provides the following data to GROS:
4.1.2.1.
A ward: health area matrix to enable postcodes to be
assigned to health boards in Scotland as part of the UK
service by 28 February each year, for quality assurance and
amendment.
4.1.3
Provides the following data to OS:
4.1.3.1.
Changes to electoral and administrative area names and
codes for the UK via FTP transfer on an impromptu basis on
request.
4.1.3.2.
Imputed one (1) metre resolution National Grid references for
new postcodes in the UK via FTP transfer on the 5th working
day after the 3rd Friday of each month.
4.1.3.3.
Health area/electoral area/administrative area matrix
including names and codes for the UK via FTP transfer by
31 March each year.
4.2
Ordnance Survey of Northern Ireland (OSNI)
4.2.1
Provides the following data to ONS:
4.2.1.1.
Northern Ireland electoral, administrative and health area
names and codes and health area/electoral
area/administrative area matrix for Northern Ireland by
24 March each year.
4.2.2
Provides the following data to OS:
4.2.2.1.
Postcodes for Northern Ireland with one (1) metre resolution
Irish Grid references on the 9th working day after the
3rd Friday of each month for the following months input.
4.2.2.2.
Postcode links to Northern Ireland health, electoral and
administrative areas on the 9th working day after the
3rd Friday of each month for the following months input.
4.3
General Register Office for Scotland (GROS)
4.3.1
Provides the following data to ONS:
4.3.1.1.
Amended and updated ward: health area matrix to enable
postcodes to be assigned to health boards in Scotland by
24 March each year.
4.3.2
Provides the following data to OS:
4.3.2.1.
One (1) metre resolution National Grid references for new
Scottish postcodes for inclusion in the Gridlink Core Dataset
in the absence of OS derived grid references on the 9th
working day after the 3rd Friday of each month.
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Gridlink® Production Service Level Agreement
4.3.2.2.
Quality assured Scottish part of the Gridlink Core Dataset
using GROS’ one (1) metre resolution grid references for
Scottish postcodes and also returning a monthly list of
ADDRESS-POINT queries to OS, for database
housekeeping.
4.4
Royal Mail Group plc (RMG)
4.4.1
Provides the following data to ONS for the purposes of extracting
postcode data:
4.4.1.1.
The Postzon product and a separate new postcode file in the
week following the 3rd Friday of each month.
4.4.1.2.
Notification in March and September of major postcode
changes through Postcode Update.
4.4.1.3.
PAF in May and November of each year.
4.4.2
Provides the following data to OS for the purposes of extracting
postcode data:
4.4.2.1.
Expanded Changes and Postzon product for importing into
the CMS. Downloaded from the FTP site on the Monday after
the 3rd Friday of each month.
4.5
Ordnance Survey (OS)
4.5.1
Provides the following data to ONS:
4.5.1.1.
Gridlink Core Dataset for the UK on the 15th working day after
the 3rd Friday of each month.
4.5.2
Provides the following data to GROS:
4.5.2.1.
Gridlink Core Dataset for Scotland on the 15th working day
after the 3rd Friday of each month.
4.5.3
Provides the following data to RMG:
4.5.3.1.
Gridlink Core Dataset for the UK on the Monday before the
3rd Friday of each month.
4.5.4
Provides the following data to OSNI:
4.5.4.1.
Gridlink Core Dataset for Northern Ireland on the 15th working
day after the 3rd Friday of each month.
4.6 Delivery
dates
4.6.1
No failure by any of the Consortium Members to provide any data
specified in this Section 4 by the due date shall be a breach of this
Agreement if that Consortium Member has used reasonable endeavours
to provide the same by that date and continues to use reasonable
endeavours to do so until the same has been provided.
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Gridlink® Production Service Level Agreement
4.6.2
If for any reason a Consortium Member is unlikely to meet the due date
for provision of any data pursuant to this Section, that Consortium
Member shall provide as much advance warning as is reasonably
practicable to all other Consortium Members, and shall as soon as
reasonably practicable notify them of a revised delivery date and shall
use reasonable endeavours to ensure that such a failure or delay does
not reoccur.
5
Consortium Members responsibilities
5.1
Each Consortium Member agrees to:
5.1.1
Ensure that its GPB Members attend all relevant meetings of the GPB
and the Gridlink Technical Board.
5.1.2
Contribute their Gridlink Core Data Component in order to enable OS to
compile the Gridlink Core Dataset. The timing and frequency of such
data provision shall be adhered to by the parties in accordance with
Section 4 of this Agreement. In order for OS to produce the Gridlink
Core Dataset and to ensure that the same complies with quality
standards agreed by the GPB, each Consortium Member shall ensure
that its Gridlink Core Data Component shall comply with quality
standards agreed by the GPB which shall be notified to each
Consortium Member in writing from time to time.
5.1.3
Develop and maintain systems and interfaces to enable them to provide
the timely input of their Gridlink Core Data Component to the Gridlink
Master Database in accordance with the terms of the Gridlink User
Guide (which is available from OS).
5.1.4
Develop and maintain systems and interfaces which access the Gridlink
Core Dataset and enable the Gridlink Core Data Component to be
brought together into the relevant Consortium Member’s Gridlink derived
products.
5.1.5
Cooperate with the Gridlink Technical Board to develop improved
dissemination systems between the Consortium Members.
5.1.6
Use, in accordance with any directions issued by the GPB (acting
reasonably), Joint Branding on copies of their Gridlink Core Dataset.
5.1.7
Use, in accordance with any directions issued by the GPB (acting
reasonably), Jointly Branded product descriptions, metadata, version
notes, user guidance and any other associated customer information on
copies of their Gridlink Core Dataset derived products.
5.1.8
Contribute to the development and production of metadata for use in
relation to the Gridlink Core Dataset.
5.1.9
Ensure that the source data provided for import and export will be quality
assured, in accordance with any directions recommended by the
Gridlink Technical Board and implemented by the GPB (acting
reasonably), to maintain any Gridlink Core Dataset specification
requirements.
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Gridlink® Production Service Level Agreement
5.1.10
Meet with the other relevant Consortium Members within six (6) months
of the Commencement Date to discuss progress in relation to agreeing
formal written Bi-lateral Agreements.
5.2
Office for National Statistics agrees to:
5.2.1
Chair the Gridlink Technical Board.
5.2.2
Manage the ISB fund in accordance with Sub-section 18.5 until the
earlier of expiry or termination of this Agreement or until the ISB fund is
depleted completely.
5.2.3
Contribute to the quality assurance of the Gridlink Core Dataset.
5.2.4
Update ONS systems to provide required data to OS, GROS, RMG and
OSNI.
5.2.5
Update ONS product creation and delivery systems to use the Gridlink
Core Dataset.
5.3
Ordnance Survey agrees to:
5.3.1
Manage and maintain the UK Gridlink Master Database production
system with appropriate configuration and contingency plans.
5.3.2
Ensure the Gridlink Core Dataset is managed and controlled on a
day-to-day basis, taking reasonable instructions from the GPB.
5.3.3
Manage the process of taking monthly data files from ONS, GROS,
RMG and OSNI for inclusion in Gridlink Core Dataset and matching and
allocating the data.
5.3.4
Contribute, in accordance with any directions issued by the GPB (acting
reasonably), to the quality assurance of the Gridlink Core Dataset.
5.3.5
Update OS product and delivery systems to use the Gridlink Core
Dataset.
5.3.6
Lead developments through the Gridlink Technical Board in relation to
improved dissemination mechanisms.
5.3.7
Generate one (1) metre resolution National Grid references for GB
postcodes.
5.4
Ordnance Survey of Northern Ireland agrees to:
5.4.1
Update the methodology and system for creating Irish Grid references
for postcodes in Northern Ireland, and assigning postcodes to health,
electoral and administrative areas to be consistent with the methodology
used by OS.
5.4.2
Generate one (1) metre resolution Irish Grid references for Northern
Ireland postcodes.
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Gridlink® Production Service Level Agreement
6
The Gridlink Programme Board (GPB)
6.1
The GPB shall consist of representatives from each Consortium Member as detailed
in Annexe A. The GPB shall be supported by a Secretariat as also detailed in
Annexe A.
6.2
The activities of the Gridlink Consortium relating to this Agreement and the Joint
Venture Project shall be managed by the GPB. It is the responsibility of the GPB to
ensure the smooth running of the Gridlink Consortium, set any necessary quality
standards for Gridlink Core Data Components and the Gridlink Core Dataset and
enforce an agreed timetable for all deliverables as set out in Sections 4 and 5.
6.3
The GPB shall appoint a Chairman on an annual basis and the Chairman shall
serve for one (1) year. The GPB may, in accordance with Sub-section 6.8.3, remove
or replace the Chairman.
6.4
The GPB shall appoint the Operational Manager and may, acting in accordance with
Sub-section 6.8.3, remove or replace the Operational Manager.
6.5
The Chairman of the GPB shall arrange and provide each GPB Member with at
least ten (10) Business Days’ advance written notice of any GPB meeting. Any
requests for a meeting by the other Consortium Members shall be directed to the
Chairman who may call a meeting at his discretion, acting reasonably.
6.6
No meeting shall take place unless a quorum is present. For these purposes, a
quorum shall mean at least three (3) of the Consortium Members are represented. If
a Consortium Member’s GPB Member is unable to attend a meeting (including via a
teleconference link), he may appoint another person/agent from that Consortium
Member to attend the meeting (including via a teleconference link) and act/vote on
his behalf.
6.7
Unless specified to the contrary in this Agreement, matters for decision by the GPB
shall be decided by a simple majority vote of those present and eligible to vote at
the meeting. Each Consortium Member (including the Chairman) shall have one (1)
vote, and the Chairman shall, in addition, have a casting vote if there is a tie.
6.8
The following matters will require the agreement of all Consortium Members who
shall be present (including via a teleconference link) at the GPB if these matters are
discussed and/or voted upon. Written representations may be made by those
Consortium Members unable to attend the meeting.
6.8.1
A variation to this Agreement.
6.8.2
Approval of financial expenditure and budget allocation.
6.8.3
Appointment, removal and/or replacement of the GPB Chairman and/or
the Operational Manager.
6.8.4
Appointment of any new Consortium Members.
6.8.5
The termination of this Agreement (other than in accordance with
Sub-section 3.1) and disbanding of the Gridlink Consortium.
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Gridlink® Production Service Level Agreement
6.9
The GPB shall establish a project board at such time as it thinks fit. A representative
from each Consortium Member shall be included on the project board. The project
board shall report to the GPB who shall agree the project board’s role and
responsibility. The GBP shall initiate meetings of the project board at such times as
it thinks fit. The Gridlink Technical Board is one such project board.
6.10
Any Consortium Member may at any time remove and replace its member of the
GPB by written notice to the GPB Secretariat as detailed in Annexe A.
6.11
The GPB may at any time remove and replace the Programme Manager and
members of the Secretariat as detailed in Annexe A.
7
Withdrawal of a Consortium Member
7.1
Each Consortium Member is hereby granted the right to withdraw from the Gridlink
Consortium by giving the other Consortium Members not less than twelve (12)
months advanced notice in writing in the event that:
7.1.1
a Consortium Member fails to agree formal written Bi-laterals to replace
the informal arrangement under Sub-section 20.2 within the timeframes
set out in Sub-section 20.3 or 20.4 (as applicable); or
7.1.2
for any reason whatsoever.
Upon expiry of such notice this Agreement shall be deemed to be terminated in
relation to such Departing Consortium Member. Accordingly such Departing
Consortium Member shall be relieved from the performance of its obligations under
this Agreement and the remaining Consortium Members shall be relieved from the
performance of their obligations towards the Departing Consortium Member under
this Agreement. The remaining Consortium Members may, but are not obliged to,
work together in good faith to agree any amendments to this Agreement that may be
necessary to give effect to this Agreement (if possible) as a consequence of the
withdrawal of the Departing Consortium Member.
7.2
Upon expiry of the notice under Sub-section 7.1 (or upon expiry of the period set out
in Sub-section 20.6 or immediately on removal pursuant to Sub-section 8.4), all
remaining Consortium Members:
7.2.1
shall stop creating and shall not use new products or services which use
any version of the Gridlink Core Data Component of the Departing
Consortium Member, unless such use is expressly permitted under the
terms of their relevant Bi-lateral Agreement with the Departing
Consortium Member;
7.2.2
subject to the terms of any relevant Bi-lateral Agreements and only
provided that such Bi-lateral Agreements expressly continue to permit
such use, may continue to use the Gridlink Core Dataset which contain
any Gridlink Core Data Components supplied by the Departing
Consortium Member pursuant to this Agreement, in products or services
which already existed at the date of withdrawal of that Consortium
Member; and
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Gridlink® Production Service Level Agreement
7.2.3
shall at the option of the Departing Consortium Member, delete, destroy
or return to the Departing Consortium Member any confidential papers,
files or magnetic media in relation to the Gridlink Core Data Component,
which the Departing Consortium Member has provided.
7.3
Upon expiry of the notice under Sub-section 7.1 (or immediately on removal
pursuant to Sub-section 8.4), the Departing Consortium Member:
7.3.1
shall stop creating and shall not use new products or services which use
any version of the Gridlink Core Data Component of the remaining
Consortium Members, unless such use is expressly permitted under the
terms of a Bi-lateral Agreement with any remaining Consortium Member;
7.3.2
subject to the terms of any relevant Bi-lateral Agreements and only
provided that such Bi-lateral Agreement expressly continues to permit
such use, may continue to use the Gridlink Core Dataset which contain
any Gridlink Core Data Components supplied by the remaining
Consortium Members pursuant to this Agreement, in products or
services which already existed at the date of withdrawal of that
Consortium Member; and
7.3.3
shall at the option of the remaining Consortium Members, delete,
destroy or return to the remaining Consortium Member any confidential
papers, files or magnetic media in relation to the Gridlink Core Data
Component, which the remaining Consortium Member have provided.
8
Removing a Consortium Member and
appointment of a new Consortium Member
8.1
Subject to Sub-sections 8.2, 8.3 and 8.4 below, the GPB may vote to remove a
Consortium Member at any time.
8.2
A Consortium Member shall only be removed from the Gridlink Consortium by the
GPB if:
8.2.1
irreconcilable difficulties arise between the Consortium Members which
cannot be resolved in accordance with Section 12; or
8.2.2
there is a change in the status of any Consortium Member which is
inconsistent with this Agreement (which shall include, by way of
example, any change in the legal status of the Crown Consortium
Members) such that they cease to be an office or agency of the Crown
or a change of management or control of any Consortium Member which
is not a Crown Consortium Member; or
8.2.3
a Consortium Member fails to make a payment due pursuant to the
terms of this Agreement and then fails to remedy within ninety (90)
Business Days from the GPB requesting the Consortium Member to do
so in writing; or
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Gridlink® Production Service Level Agreement
8.2.4
any Consortium Member commits a continuing or material breach of any
of the provisions of this Agreement and, in the case of such a breach
which is capable of remedy, fails to remedy the same within ninety (90)
Business Days after receipt of a written notice from any other
Consortium Member giving full particulars of the breach and requiring it
to be remedied; or
8.2.5
the circumstances in Sub-section 14.3 arise.
8.3
A majority of seventy-five per cent (75%) of those GPB Members present and
entitled to vote shall be required by the GPB to remove a Consortium Member.
8.4
Upon removal of a Departing Consortium Member the provisions of Sub-section 7.2
and 7.3 shall apply and this Agreement shall be deemed terminated in relation to
such Departing Consortium Member. Accordingly, such Departing Consortium
Member shall be relieved from the performance of its obligations under this
Agreement and the remaining Consortium Members shall be relieved from the
performance of their obligations towards the Departing Consortium Member under
this Agreement. The remaining Consortium Members may, but are not obliged to,
work together in good faith to agree any amendments to this Agreement that may be
necessary to give effect to this Agreement (if possible) as a consequence of the
removal of the Departing Consortium Member.
8.5
Subject to unanimous agreement by all GPB Members present and entitled to vote,
the GPB may vote to appoint a new entity as a Consortium Member to the Gridlink
Consortium at any time. Such appointment shall only be effective upon the new
Consortium Member becoming a party to this Agreement, by way of a written
variation signed by all parties (at the time of such appointment) to this Agreement
and provided that the new Consortium Member shall:
8.5.1
join the Gridlink Consortium on the same terms and conditions as
contained in this Agreement;
8.5.2
make a contribution to the ISB fund, the level of which shall be
determined by the GPB by a majority vote (being a majority of
seventy-five per cent (75%) of those GBP Members present and entitled
to vote); and
8.5.3
supply data which will enhance the Gridlink Core Dataset.
9
Termination of Agreement and disbanding the
Gridlink Consortium
9.1
This Agreement shall only be terminated and the Gridlink Consortium disbanded by
the Consortium Members if:
9.1.1
the GPB resolves that irreconcilable difficulties have arisen between the
Consortium Members which have not been or cannot be resolved in
accordance with Section 12; or
9.1.2
this Agreement comes to an end pursuant to Sub-section 3.1; or
9.1.3
the Consortium Members decide by mutual agreement that this
Agreement should be terminated.
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Gridlink® Production Service Level Agreement
9.2
A majority of seventy-five per cent (75%) of those present at a meeting of the GPB
and entitled to vote shall be required by the GPB for any resolution pursuant to
Sub-section 9.1.1.
9.3
Upon termination of this Agreement and the disbanding of the Gridlink Consortium:
9.3.1
each Consortium Member shall stop creating and shall not use new
products or services which use any version of the Gridlink Core Data
Components provided by the other Consortium Members, unless
expressly permitted under the terms of the relevant Bi-lateral
Agreement. For the avoidance of doubt, all Consortium Members may,
subject to the terms of any relevant Bi-lateral Agreements and only
provided that such Bi-lateral Agreements expressly continue to permit
such use, continue to use any Gridlink Core Dataset supplied to
Consortium Members pursuant to this Agreement before the termination
or expiry in products or services which already existed at the date of
termination or expiry of this Agreement; and
9.3.2
any licence granted under this Agreement shall immediately cease, but
all current Bi-lateral Agreements shall continue pursuant to and in
accordance with their own terms unless or until they expire or are
terminated in accordance with those terms; and
9.3.3
the Consortium Members shall, at the option of the relevant other
Consortium Members, delete, destroy or return to the other Consortium
Members any confidential papers, files or magnetic media in relation to
the Gridlink Core Data Component, which the other Consortium
Members have provided.
10 Assignment
10.1
Save as under Sub-section 10.2, no Consortium Member may assign in whole or in
part any rights and/or obligations that arise out of this Agreement to any third party,
without the prior written consent of all the other Consortium Members, such consent
not to be unreasonably withheld or delayed.
10.2
Each Consortium Member (or subsequent recognised successor) shall be entitled to
assign, novate, subcontract or otherwise dispose of their rights and obligations
under this Agreement or any part thereof to any office or agency of the Crown.
10.3
The parties recognise that in the event that any Crown Consortium Member is
merged with another public body or bodies by a Transfer of Functions order or other
Order, or disposed of by statute to other parties, the benefit and liabilities of this
Agreement will, without penalty or restriction, be assigned to and inure to the benefit
of the Crown and in joint and proportional shares.
10.4
The Consortium Members acknowledge that the Intellectual Property Rights in the
Crown Consortium Members’ Gridlink Core Data Components belong to the Crown
and can not be assigned without express consent from the Controller or QPS.
Accordingly, the assigning party under Sub-section 10.2 and/or Sub-section 10.3
shall undertake and shall procure that any third party assignee shall undertake to
seek advice and the necessary consent from the Controller or QPS prior to any
assignment under any of the eventualities listed in Sub-section 10.2 and/or
Sub-section 10.3.
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Gridlink® Production Service Level Agreement
11 Third
Party
Rights
11.1
Other than the Controller or QPS, a person who is not party to this Agreement has
no right under the
Contracts (Rights of Third Parties Act) 1999 to enforce any term
of this Agreement.
12 Disputes
12.1
In the event of any question or dispute arising between the Consortium Members
about any matter relating to the Gridlink Consortium, including (without limitation)
the performance and/or termination of this Agreement, but excluding any disputes
relating to the terms or subject-matter of any Bi-lateral Agreement, which cannot be
resolved by the parties within forty-five (45) Business Days of notice of such dispute
being brought, the issue will be escalated to the GPB.
12.2
In the event that such dispute continues, and cannot be resolved by GPB within
ninety (90) Business Days, the dispute will be referred to mediation in accordance
with the Guidelines for Mediation of The Academy of Experts, 2 South Square,
Gray’s Inn, LONDON, WC1R 5HT, or such other alternative dispute resolution
procedure as is agreed between the parties in writing, each acting in good faith.
12.3
The use of mediation will be without prejudice to the rights of the Consortium
Members in all respects save that compliance with this Section shall be a condition
precedent to any litigation or arbitration on the dispute.
13 Confidentiality
13.1
The Consortium Members:
13.1.1
Undertake to treat any information provided in relation to this Agreement
as confidential where such information (i) by its nature or the
circumstances of its disclosure, is or ought reasonably to have been
regarded as confidential; or (ii) is notified by the disclosing Consortium
Member as being confidential (
Confidential Information).
13.1.2
Shall not disclose or divulge Confidential Information to any third party
without the written authority of the relevant Consortium Member, nor use
it for any purpose other than in connection with this Agreement.
13.1.3
Shall at all times be at liberty to discuss Confidential Information with its
staff, contractors, advisers and other Consortium Members who are
directly involved with the performance of a party’s obligations under the
Agreement (i) strictly on a need-to-know basis only; and (ii) provided that
such staff, contractors and advisers are under obligations of
confidentiality no less restrictive than those contained in this Section 13.
13.1.4
Shall use Confidential Information of another Consortium Member only
to the extent required for the performance of its obligations or pursuant
to its rights under this Agreement.
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Gridlink® Production Service Level Agreement
13.1.5
May disclose Confidential Information if required by a Court of Law or
other competent jurisdiction or any other regulatory authority to the
extent necessary to comply with any law or Order of any such Court or
regulatory authority, provided that any such Consortium Member shall,
where possible, give the other Consortium Members no less than
seven (7) Business Days of notice of such disclosure.
13.1.6
Further to Sub-section 13.1.5 and subject to giving notice under the
same, it is expressly acknowledged that the Crown Consortium Members
are under certain disclosure obligations under the
Freedom of Information
Act 2000 and the
Freedom of Information (Scotland) Act 2002 (as
applicable). Consistent with the spirit of their respective obligations under
the aforementioned legislation, each Crown Consortium Member is
obliged to restrict the scope of the confidentiality obligations under
Section 13.1, unless any exceptions apply. In determining whether or not
any exceptions apply, each Crown Consortium Member will apply criteria
which are consistent with the criteria applicable to their other customers,
contractors or suppliers.
13.2
The obligation set out in Sub-section 13.1 above shall cease to apply in respect of:
13.2.1
any information which reaches the public domain other than through a
Consortium Member’s default;
13.2.2
any information which was disclosed to one Consortium Member by a
third party legally in possession of the Confidential Information and who
was not restricted from disclosing it;
13.2.3
any information which is independently created without use or
knowledge of any Confidential Information; or
13.2.4
any information already in the possession of one Consortium Member
without breaching any duty of confidence predating this Agreement.
13.3
The provisions of this Section 13 shall survive the expiry or termination of this
Agreement.
14 Circumstances beyond the control of the
Gridlink Consortium
14.1
Notwithstanding anything else contained in this Agreement, no Consortium Member
shall be liable for any failure or delay in performing any of its obligations hereunder if
such failure or delay is caused by circumstances beyond its reasonable control
(including, without limitation, any delay caused by any act or omission of another
Consortium Member or strikes, riots, sabotage, acts of war or piracy, essential
equipment being destroyed by fire, explosions, storm, flood or earthquake, and
delays caused by failure of power supplies, transport failure or unavailability of
telecommunications).
14.2
Subject to the affected Consortium Member not delaying prompt notification to the
other Consortium Members in writing of the reasons for the failure or delay (and the
likely duration of any delay), the performance of the affected Consortium Member’s
obligations shall be suspended during the period that the said circumstances persist
and it shall be granted an extension of time for performance equal to the period of
any delay.
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Gridlink® Production Service Level Agreement
14.3
If the affected Consortium Member is unable to resume its performance of this
Agreement within sixty (60) Business Days of giving notification to the other
Consortium Members under Sub-section 14.2, the GPB may vote to remove the
affected Consortium Member in accordance with Section 8.
15 Severability
15.1
The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability or any other provision of this Agreement, so that each
provision is severable from each other provision.
16 Interpreting the Agreement
16.1
This Agreement shall be governed and interpreted in accordance with English Law.
17 The Complete Agreement
17.1
This Agreement, together with the Annexes hereto supersedes all prior statements,
agreements, arrangements and understanding between the parties. It constitutes
this entire Agreement between the Consortium Members relating to the subject
matter hereof. Each party confirms that it has not relied upon any representation not
recorded in this document inducing it to enter into this Agreement. No addition to or
modification of any provision of this Agreement, except where provided for, shall be
binding upon the Consortium Members unless agreed in writing by the Consortium
Members in accordance with the terms set out herein.
18 Dataset provision and other financial
arrangements
18.1
OS will manage and maintain the production process relating to the Gridlink Core
Dataset on behalf of the Gridlink Consortium. The ISB funds will continue to be used
to meet the Gridlink Core Database maintenance that OS undertakes, up to such a
time when the fund is finally diminished or subject to HM Treasury conditions.
18.2
ONS will notify each Consortium Member and the GBP, by giving written notice, as
soon as the ISB fund is down to ten per cent (10%) of its original value (being one
hundred and thirty seven thousand pounds (£137 000)).
18.3
Upon complete exhaustion of the ISB fund (including top up contributions by the
Consortium Members), OS shall be responsible for the Gridlink Core Dataset
production costs, unless and until such production costs exceed four thousand and
five hundred pounds (£4 500) per Financial Year (plus an increase equal to the
average percentage change in retail price index for the applicable period) (the
OS
Initial Cap). Any production costs that exceed the OS Initial Cap up to a further
amount of five thousand and five hundred pounds (£5 500) (plus an increase equal
to the average percentage change in retail price index for the applicable period) in a
particular Financial Year (which will be itemised by OS) shall then be shared equally
among the Consortium Members (the
Excess Costs Cap).
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Gridlink® Production Service Level Agreement
18.4
OS shall promptly notify the GPB and all Consortium Members in writing in the
event that production costs are likely to exceed the Excess Costs Cap in any
Financial Year and, insofar as possible, provide an estimate of the total production
costs for that particular Financial Year. The GPB shall have a period of twenty (20)
Business Days from OS notice to decide by unanimous vote and to notify each
Consortium Member whether or not production of the Gridlink Core Dataset should
continue and how such production costs will be shared between the Consortium
Members, and all Consortium Members shall work together in good faith to enable
the GPB to make a decision within that timeframe. Any failure by any Consortium
Member to comply with their respective obligations under Sections 4 and 5 (other
than in relation to Sub-section 5.1.1) of this Agreement during the period the GPB is
deliberating production continuation and/or sharing of production costs shall not
constitute a breach of their respective obligations. If after a period of one (1) month
from the end of the twenty (20) Business day period the GPB has failed to make a
decision and notify all Consortium Members of the same, then the Consortium
Members will immediately terminate this Agreement pursuant to Sub-section 9.1.3.
18.5
ONS acts as the accounting officer and budget holder during the period covered by
the ISB funding, and is accountable to HM Treasury and to the GPB for the
management of these ISB funds. ONS shall hold ISB funds on trust for all
Consortium Members in a separate ring-fenced Gridlink Joint Venture Project
budget account. No interest is received by ONS on the ISB funds that it holds, save
that such interest as accrues on such ISB funds shall be credited to that account.
The financial accounts will be made available to all Consortium Members and the
GPB for auditing on the first day of each Financial Year during the term of this
Agreement. Each Consortium Member and/or the GPB, by giving ONS thirty (30)
Business Days notice, shall have the right not more than once each Financial Year
to request copies of financial accounts, records and other documents and materials
relating to this Agreement in the possession or under the control of ONS.
18.6
Each Consortium Member will maintain records of their expenditure1 for the duration
of this Agreement, for any work required to be undertaken by them and for which it
is agreed by the Gridlink Technical Board or the GPB will be funded from the ISB
funds. During periods of such work, each Consortium Member will provide quarterly
statements, including nil expenditure, to ONS copied to GPB.
18.7
The formal arrangements for the transfer of funds in respect of standard
maintenance costs identified as relating to Gridlink shall be through standard
invoicing procedures.
1 Such expenditure routinely includes employment costs, travel & subsistence, and consumables (for example,
stationery) and also, but only with the prior agreement of the GPB, outsourced or hard-charged work such as
consultancy, reprographic work and so on. Accommodation costs, PC and any support/overhead costs are
excluded unless specifical y agreed by the GPB. In deciding whether to acquire a service in-house or from an
outsource/hard-charged area, the GPB will take account of the quality and timeliness of the service; cost
would not be the prime driver. Staff costs will exclude departmental/directorate/divisional/branch overheads.
Page 21
Gridlink® Production Service Level Agreement
19 Intellectual Property Rights
19.1
RMG owns or is otherwise authorised to use all Intellectual Property Rights in any
Gridlink Core Data Component(s) and related materials supplied by RMG under the
terms of this Agreement, including (without limitation) PAF, Postzon, Postcode
Update and Combined Changes. All Intellectual Property Rights subsisting or arising
in relation to any RMG Gridlink Core Data Component shall vest in or remain the
property of RMG or, where relevant, its licensor irrespective of the style, content and
format of such material.
19.2
All Intellectual Property in and to the Crown Consortium Members’ Gridlink Core
Data Components and/or all other material supplied by them under this Agreement
is owned by the Crown (and therefore protected by Crown Copyright) and is
controlled and managed by:
19.2.1
the Controller in England, Wales & Northern Ireland. The Controller has
delegated powers to the Chief Executive of OSNI, the Chief Executive
Officer for OS and the Registrar General for England and Wales for the
ONS, for the administration and licensing of any Intellectual Property in
and to their respective Gridlink Core Data Components; and
19.2.2
QPS in Scotland. QPS has delegated power to The Registrar General
for Scotland for the administration and licensing of the Intellectual
Property in and to GROS’ Gridlink Core Data Components.
19.3
Each Consortium Member agrees that such Intellectual Property Rights as may
arise in relation to the amalgamated data items in the Gridlink Core Dataset by
reason of the implementation of this Agreement belongs to the Crown and RMG for
the time being in proportion to the percentage of each Consortium Member’s
Gridlink Core Data Components as part of the Gridlink Core Dataset
. Consortium
Members agree that any use and/or exploitation of the Gridlink Core Dataset, or any
parts thereof shall be subject to the appropriate Bi-lateral Agreements between
Consortium Members provided that each Consortium Member is able to use its
respective Gridlink Core Data Component without restriction. The Intellectual
Property Rights in the Gridlink Core Dataset do not impact on the Intellectual
Property Rights of the individual Gridlink Core Data Components which shall vest in
or remain the property of RMG or the Crown in accordance with Sub-section 19.1
and 19.2 above.
19.4
Each Consortium Member (other than OS) hereby grants to OS a non-exclusive,
non-transferable, royalty-free licence to use its Gridlink Core Data Component(s) for
the duration of this Agreement or, if shorter, the duration of the relevant Consortium
Member’s participation in the Gridlink Consortium only for the purposes of the
creation, development and maintenance of the Gridlink Core Dataset in accordance
with the terms of this Agreement.
19.5
The Intellectual Property in the Gridlink User Guide is owned by OS. OS hereby
grants all Consortium Members the non-exclusive right to use the Gridlink User
Guide for the purposes of effecting this Agreement on a royalty free basis for the
term of this Agreement.
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Gridlink® Production Service Level Agreement
19.6
Each Consortium Member agrees to notify the GPB immediately if they become
aware of any actual, threatened, suspected or potential infringement of Intellectual
Property Rights in the Gridlink Core Dataset or any Gridlink Core Data Component.
The GPB may then institute the necessary steps to confirm and, where relevant,
request the Consortium Members to take action against such confirmed
infringement. Neither the GPB nor any Consortium Member shall be obliged to take
any actions in respect of any actual, threatened, suspected or potential
infringements of the Intellectual Property Rights in any individual Gridlink Core Data
Components, however each Consortium Member may at the request of the owner of
the individual Gridlink Core Data Components give all reasonable assistance to
such owner (at the owner’s own expense) in connection with any claims or
proceedings made or instituted against any third party (including its employees) for
such actual, threatened, suspected or potential infringement of the owner’s Gridlink
Core Data Components.
19.7
Each Consortium Member warrants that the use in the manner contemplated by this
Agreement of each Gridlink Core Data Component provided by it hereunder will not
infringe any Intellectual Property Rights of any third party or any other Consortium
Members.
19.8
Save as permitted under Sub-section 19.4 to allow production of the Gridlink Core
Dataset, Consortium Members shall not at any time copy, reproduce, publish, sell,
let, lend, reutilise, transfer, extract or otherwise part with possession of the whole or
any part of another Consortium Member’s Gridlink Core Data Component or relay or
disseminate the same to any third party, except as is expressly permitted by the
terms of this Agreement or Bi-lateral Agreement. Each Consortium Member may
make a reasonable number of back-up copies of the Data for security purposes.
Each Consortium Member may only use such archived back-up copies of the Data
for archive retention and retrieval purposes.
19.9
If any Consortium Member considers that Intellectual Property devised jointly by the
parties should be protected by registration or in any other way, the Consortium
Member shall notify the GPB and if the GPB, acting reasonably, requires, the
Consortium Members shall enter into such deeds and documents and do such acts
as may be necessary to effect such registration, the costs of which to be shared
equally by the Consortium Members.
19.10
The Gridlink word mark and logo are registered trade marks of OS and are held on
trust for all Consortium Members in equal shares as tenants in common. Save as to
allow OS to administer the registration and maintenance of the Gridlink word mark
and logo, the parties acknowledge that no Consortium Member may use the Gridlink
word mark and/or logo without the written consent of the GPB.
19.11
Each Consortium Member acknowledges that:
19.11.1 Pointer® is a registered trade mark of OSNI;
19.11.2 Postzon® and PAF® and Royal Mail ® are registered trade marks of
RMG;
19.11.3 Code-Point®, ADDRESS-POINT®, Ordnance Survey® and the
Ordnance Survey symbol are registered trade marks of OS and
19.11.4 OSNI® and Ordnance Survey of Northern Ireland® are registered trade
marks of OSNI.
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Gridlink® Production Service Level Agreement
Subject to Sub-section 19.10, nothing in this Agreement shall entitle a Consortium
Member to use the trade marks of another Consortium Member, including but
without limitation those listed above.
20 Bi-lateral
Agreements
20.1
Use and/or exploitation of the Gridlink Core Dataset in its entirety or any parts
thereof, shall be provided for pursuant to separate licence terms within Bi-lateral
Agreements as may be agreed from time to time between certain of the Consortium
Members outside of the terms of this Agreement.
20.2
The Consortium Members agree and acknowledge that as at the Commencement
Date certain informal arrangements exist to enable each of them to use and/or
exploit the relevant parts (or whole) of the Gridlink Core Dataset for the sole
purpose of the relevant Consortium Member creating the products set out in the
Annexe C under the heading ‘Export: Core Dataset’.
20.3
The Consortium Members shall work together in good faith to agree formal written
Bi-lateral Agreements within twelve (12) months of the Commencement Date.
20.4
The GPB may grant any Consortium Member an extension of up to six (6) months
from expiry of the period set out in Sub-section 20.3, if the Consortium Member
requesting such any extension can demonstrate to the GPB that such an extension
is legitimately required to conclude formal written Bi-lateral Agreements. Any
request for an extension under this Sub-section 20.4 must be sent to the GPB in
writing within ten (10) Business Days after the meeting under Sub-section 5.1.10.
The GPB will notify the party requesting an extension of its decision in writing within
twenty (20) Business Days of receiving a written request. A majority of seventy-five
per cent (75%) of those GPB Members present and entitled to vote shall be required
by the GPB to grant an extension under this Sub-section 20.4.
20.5
The Consortium Members shall continue with any informal arrangements that exist
between them to use and/or exploit the relevant parts (or whole) of the Gridlink Core
Dataset until expiry of the periods set out in Sub-section 20.3 and, if applicable,
Sub-section 20.4.
20.6
If any Consortium Member fails to agree formal written Bi-lateral Agreements in
place of those referred to in Sub-section 20.2 within the timeframes set out in
Sub-section 20.3 or, if applicable, Sub-section 20.4 then that Consortium Member
will be deemed to have given notice of withdrawal from the Gridlink Consortium from
the date of such failure pursuant to Sub-section 7.1.1. For the purpose of
Sub-section 7.2.1 and 7.3.1, it is expressly acknowledged that the informal
arrangements referred to in Sub-section 20.2 shall automatically terminate
twelve (12) months from the expiry of the notice period set out in Sub-section 7.1,
after which period the provisions of Sub-sections 7.2 and 7.3 shall apply. All
Consortium Members agree and acknowledge that the provisions of this
Sub-section 20.6 shall take precedence over the terms (whether expressed or
implied) of any informal arrangement referred to in Sub-section 20.2 with whom
written Bi-lateral Agreements have not been agreed.
20.7
Nothing contained in this Agreement shall prevent each Consortium Member from
using or exploiting its own Gridlink Core Data Component independently of the
Gridlink Core Dataset.
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Gridlink® Production Service Level Agreement
21 Acceptance and signatures
Name
Cyril Fitzgerald
Name
Peter ter Haar
Title
IT Procurement Executive
Title
Director Products
Department Office for National Statistics
Department Ordnance Survey
or Agency
or Agency
Date
...............................................
Date
...............................................
Signature
...............................................
Signature
...............................................
Name
Peter Scrimgeour
Name
Iain Greenway
Title
Head of Statistics Division
Title
Chief Executive
Department General Register Office for
Department Ordnance Survey of Northern
or Agency
Scotland
or Agency
Ireland
Date
..............................................
Date
...............................................
Signature
..............................................
Signature
...............................................
Name
Jennie Longden
Title
Head of Address Management
Consortium Royal Mail Group plc
Member
Date
..............................................
Signature
..............................................
Page 25
Gridlink® Production Service Level Agreement
Annexe A Membership of the Gridlink Programme
Board
Chair:
Graham Jenkinson, Office for National Statistics
Segensworth Road
Titchfield
FAREHAM
PO15 5RR
Tel: 01329
813215
Email: [email address]
Members:
Peter ter Haar, Ordnance Survey
Romsey Road
SOUTHAMPTON
United Kingdom
SO16 4GU
Tel:
023 8079 2464
Email: [email address]
Mick Martin, Royal Mail Group plc
Fourth Floor
Address Management Centre
Royal Mail Group plc
Slindon Street
PORTSMOUTH
PO1 1AF
Tel:
02392 88 2700
Email: [email address]
Iain Greenway, Ordnance Survey of Northern Ireland
Colby House
Stranmillis Court
Malone Lower
BELFAST
BT9 5BJ
Tel:
028 9025 5702
Email: [email address]
Tricia Couper, General Register Office for Scotland
Ladywell House
Ladywell Road
EDINBURGH
EH12 7TF
Tel:
0131 314 4643
Email: [email address]
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Gridlink® Production Service Level Agreement
Gridlink Programme Manager:
Alan Taylor, Office for National Statistics
(GPB Member non-voting)
Segensworth Road
Titchfield
FAREHAM
PO15 5RR
Tel: 01329
813536
Email: [email address]
Secretariat
Operational Manager:
Alan Scott, Office for National Statistics
Segensworth Road
Titchfield
FAREHAM
PO15 5RR
Tel: 01329
813612
Email: [email address]
Secretariat:
Mike Phelps, Office for National Statistics
Segensworth Road
Titchfield
FAREHAM
PO15 5RR
Tel: 01329
813552
Email: [email address]
Commercial Manager:
Cyril Fitzgerald, Office for National Statistics
Segensworth Road
Titchfield
FAREHAM
PO15 5RR
Tel: 01329
813749
Email: [email address]
Any changes to the constitution of the Gridlink Programme Board will be included in the
Gridlink Programme Plan maintained by the Gridlink Programme Manager.
Page 27
Gridlink® Production Service Level Agreement
Annexe B Gridlink source identification
This Agreement only deals with the production of the Gridlink Core Dataset. It does not
include or make provision for any onward utilisation of the Gridlink Core Dataset by the
individual Consortium Members.
Production Agreement: Gridlink Core Dataset
Dataset content
Gridlink process
Output
Current UK postcodes, one (1) metre resolution National and Irish
Gridlink Core
Grid references (coordinates), links to UK countries and to
Dataset
administrative and health areas, positional quality indicators.
Each Consortium Members’ Intellectual-Property Rights (IPR) and licensing agreements for
use of their source data will be covered in appropriate Bi-lateral Agreements. Each
Consortium Member will have specific contracts detailing use of the Gridlink Core Data
Components with the source data provider.
Source data information for supporting separate Bi-lateral Agreements
Gridlink Core Data Component
Source
I-P owner
•
National Grid references
Ordnance Survey Crown
• Boundary-Line
Wards
•
Postcode Address File (PAF)
Royal Mail Group Royal Mail Group plc
plc
•
Combined Changes containing the
following sub-products; Changes, Single
Changes, Expanded Changes, Expanded
Single Changes, Welsh Changes and
Keychain
•
Postcodes GB and Northern Ireland
•
England & Wales health, electoral & admin Office for
Crown
area codes
National
Statistics
•
Details of Admin areas
•
Northern Ireland health, electoral & admin
Ordnance Survey Crown
area codes
of Northern
Ireland
•
Scottish Health Board, electoral & admin
General Register Crown
area codes
Office for
Scotland
Page 28
Gridlink® Production Service Level Agreement
Annexe C Gridlink Core Dataset Process – Import and Export.
1 The Postzon product.
1 Northern Ireland electoral,
1 UK Postcodes and imputed
2 Notification in March and September
administrative and health area names
Coordinates.
of Major Postcode Changes through
and codes, and health area/electoral
2 Imputed 1 metre resolution Irish Grid
1 Ward: health area matrix sent to
Postcode Update plus PAF® in May
area/administrative area matrix for
references, new Northern Ireland
ONS
and November sent to ONS.
Northern Ireland sent to
ONS
postcodes to OSNI and OS.
2 1 metre resolution National Grid
3 Combined Changes Files Combined
2 NI postcodes, & their links to Northern
3 UK electoral and administrative area
references for new Scottish
Changes and Postzon product sent to
Ireland health, electoral and
names and codes. ward: health area
postcodes in the absence of OS-
OS via CMS.
administrative areas & Irish Grid
matrix. Sent to OSNI & GROS then on
derived grid references. Sent to OS
References sent to OS.
acceptance on to OS.
3 Returns monthly lists of
ADDRESS-POINT queries to OS.
Import: Process
Central Management System (CMS-
ADDRESS-POINT) Exports National Grid
references & Version data to Gridlink®
Allocates ward and health area codes to the new postcodes for GB. Replaces imputed
Admin Boundaries System
100 m coordinates with 1 m when able. Replaces GB ward and health area codes if
exports admin area names to Gridlink®
improved coordinates change allocation.
Export: Core Dataset Supplied to each Consortium Member
Postzon®
National Statistics Postcode
Postcode Index and Boundaries files
Code-Point®
Directory
Page 29
