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Historical Data Licence Agreement – County Series
THIS AGREEMENT is made on
of
2005
B E T W E E N:
(1)
LANDMARK INFORMATION GROUP LIMITED whose registered office is at 7 Abbey Court,
Eagle Way, Exeter EX2 7HY and
ORDNANCE SURVEY whose registered office is at Romsey Road,
Southampton SO16 4GU (jointly the “Copyright Owners”)
(2)
PEAK DISTRICT NATIONAL PARK of Aldern House, Baslow Road, Bakewell DE45 1AE
(hereinafter referred to as “the Licensee”)
1. Definitions of Historical Data
A.
The data detailed in Clause 10 (the “Historical Data”) as supplied under this Licence Agreement (the
“Agreement”) consists of images of historical maps together with supporting information (historical
map corner co-ordinates, historical map number and historical map published date), which are in
copyright and/or subject to database rights and which are jointly owned by the Crown and Landmark
Information Group Ltd (together the “Copyright Owners”).
B.
Landmark has been authorised by Ordnance Survey, so far as Ordnance Survey and Landmark are the
joint owners of the Historical Data, to license statutory authorities to use the Historical Data on the
terms and conditions of this Licence.
2. The Agreement
2.1
This is a legal Agreement between the Licensee and Landmark. These conditions may be varied only
with the written agreement of Landmark and the Licensee.
2.2 Landmark agrees to licence the Historical Data to the Licensee on the terms set out in this Agreement and
in the Schedules to it.
3. Licence
3.1
In consideration of the Licensee paying the licence fee, as set out in Clause 10, Landmark hereby grants
the Licensee a non-transferable and non-exclusive perpetual licence to use Historical Data subject to the
restrictions in the Schedules set out in this Agreement. The Licensee shall have no other rights to use the
Historical Data and does not acquire any rights, express or implied in the Historical Data other than as
expressly set out in this Agreement.
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4. Intellectual Property rights
4.1
Historical Data is protected under the Copyright, Designs and Patents Act 1988 and by International
Treaty provisions. The Licensee shall not and shall not authorise any third person to copy, adapt,
distribute, perform, broadcast, communicate and make available, extract or reutilise (including in a cable
programme service) or alter the Historical Data nor shall it create or attempt to create any new intellectual
property rights (including any database rights).
4.2
The Licensee acknowledges that Historical Data detailed in Clause 10 and supplied to the Licensee under
the terms of this Agreement remains the property of the Copyright Owners.
4.3 The Licensee may permit "Fair Dealing" of the Historical Data, but only in accordance with the
provisions of Schedule Three.
4.4
In the event the Licensee becomes aware of any unauthorised use or infringement of the intellectual
property rights in the Historical Data ("the IPRs") the Licensee shall forthwith notify Landmark and shall
give Landmark all reasonable assistance (at the Copyright Owners’ joint expense) in bringing or
defending any claim in connection with the IPRs.
4.5
The Licensee shall not be authorised to take any action in connection with any claim detailed in Clause
4.4 including without limitation settling any claim, and shall refer all such matters to Landmark.
5. Duration and Termination
5.1
Without prejudice to Landmark’s accrued rights and remedies, Landmark may, upon notice in writing,
immediately terminate this Agreement:
•
If the Licensee is in material breach of any term in this Agreement and such breach being
capable of remedy is not remedied within seven (7) days of receipt of written notice from
Landmark;
•
if there is any infringement or alleged infringement of intellectual property rights in the
Historical Data;
•
if any fees payable to Landmark pursuant to this Agreement are not paid within thirty (30) days
of their due date;
•
if the Licensee becomes insolvent or insolvency proceedings are commenced.
5.2
Subject to the provisions of Schedule Two of this Agreement, if the Licensee transfers or seeks to transfer
possession of Historical Data or any copy, partial copy, modification or merged portion of Historical Data
to another party, this Agreement is automatically terminated without prejudice to Landmark’s accrued
rights and remedies.
5.3
Upon termination of this Agreement the Licensee will immediately cease use of Historical Data and will
destroy all copies of Historical Data held including any security or back-up copies.
5.4
The Licensee shall, at any reasonable time, grant to an accredited representative of Landmark the access
required to ensure the observance of the conditions of this Agreement.
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6. Warranties and Liabilities
6.1
With respect to the physical CD-ROM and documentation herein enclosed Landmark hereby warrants the
same to be free of material defects in materials and workmanship for a period of 60 days from the date of
purchase. In the event of notification to Landmark within this warranty period of defects in the material or
workmanship, the supplying party will replace the defective CD-ROM or documentation. The remedy for
breach of this warranty shall be limited to replacement. This shall be the Licensee’s sole and exclusive
remedy and Landmark’s sole and exclusive liability for breach of this warranty.
6.2
Landmark warrants that it has used reasonable skill and care in compiling the Historical Data and that it
has used reasonable skill and care in replicating physical copies of original mapping data.
6.3
The Licensee is solely responsible for ensuring that Historical Data is suitable for its use.
6.4
Except as specified in this Agreement, Landmark gives no warranties or representations, whether express
or implied by statute, or common law, or otherwise howsoever relating to the fitness, suitability,
performance, use, or quality of the Historical Data. The Licensee acknowledges and it is agreed that, due
to the age of the historical maps, upon which the Historical Data is based, that distortions or other defects
may exist in the Historical Data. Accordingly Landmark can give no warranty as to the condition or
accuracy of the Historical Data, nor shall Landmark accept any liability whatsoever in relation thereto.
6.5
All other representations or warranties, whether written or oral, express or implied by statute, common
law, or otherwise are hereby excluded to the fullest extent permitted by law.
6.6
Landmark and the Licensee do not seek to exclude liability under this Agreement for fraud or for personal
injury or death caused by its negligence and the negligence of its employees, authorised sub-contractors
and
agents.
6.7
Without
prejudice to 6.6 above, Landmark hereby excludes all liability of any kind whatsoever arising
from the use of the Historical Data for the following irrespective of whether it has been notified in
advance of the risk of such loss being incurred:
•
loss of profits, loss of business, loss of revenue, loss of management time, loss of goodwill,
wasted expenses, loss of anticipated savings or liability arising from loss of data;
•
any increased costs or expenses; and/or
•
any indirect or consequential loss or damage of any nature whatsoever.
6.8
Subject to 6.6 and 6.7 above, the total and aggregate liability of Landmark in connection with this
Agreement will not at any time exceed an amount equal to the licence fee due.
6.9 In
the
event that any exclusion or other provision contained in this Agreement shall be held invalid or
unenforceable that shall not affect the other provisions of this licence.
6.10 If the Licensee is deemed to be a ‘consumer’ under the
Consumer Transactions (Restrictions on
Statements) Order 1976 item, the terms of this Agreement do not affect the Licensee’s statutory rights.
6.11 The Licensee shall indemnify Landmark for any loss caused to them as a result of the Licensee
breaching
any of its obligations under this Agreement, or taking any action that infringes or may infringe Landmark’
title to the Historical Data.
6.12 No waiver of any provision of this Agreement by either party shall prejudice or restrict the rights of that
party
and no waiver by either party of any term or condition of this Agreement shall be deemed or
construed to be a waiver of such term or condition for the future, or any subsequent breach thereof.
6.13 This Agreement together with the Schedules to it represents the entire agreement and understanding
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between the parties with respect to the specific subject matter herein and supersedes any other
agreements, understandings, representations or warranties, written or verbal that the parties may have had
or given with respect to the specific subject matter of this Agreement and each party warrants to the other
that it has not relied on any such representation or warranty in entering into this Agreement, including any
representation as to ownership or right to use any intellectual property rights. This clause shall not apply
to fraudulent misrepresentation.
7. Law
7.1 This Agreement shall be governed by English law and is subject to the exclusive jurisdiction of the
English courts.
7.2
The Licensee acknowledges that these terms of this Agreement are not intended to be enforceable by any
third party as provided by the Contracts (Rights of Third Parties) Act 1999 except for Ordnance Survey.
8. Assignments
8.1
The Licensee shall not be entitled to assign the whole or any part of the benefit of this Agreement,
(whether by trust device or otherwise) or any obligation under it, without the prior written consent of
Landmark, which shall not be unreasonably withheld. The Licensee shall not be entitled to grant sub-
licences under this Agreement.
8.2
Landmark shall be at liberty to assign its rights and obligations under this Agreement at any time without
having to notify the Licensee.
9. Contact Details
If the Licensee has any questions please contact either:
Copyright Licensing
Landmark Information Group Ltd
Ordnance Survey
7 Abbey Court
Romsey Road
Eagle Way
SOUTHAMPTON
EXETER SO16
4GU
EX2 7HY
Phone 01392 44 1738
Phone 023 8079 2706
Fax 01392 44 1709
Fax 023 8079 2535
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10. Supply Details
Licence no LM000475 applies to all Scehdules
The licence fee for this Agreement £7 000 (plus VAT), via purchase order number
dated
Historical Map Data supplied:
All available epoch 1 at1:2 500 scale County Series Historical Map Data to cover area supplied
SIGNED by for and on
)
Behalf of
)
The Licensor
)
)
)
)
)
in the presence of:-
)
SIGNED by for and on
)
Behalf of
)
The Licensee
)
)
)
)
)
in the presence of:-
)
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Schedule One
For standard internal business use
1.1
Subject to the provisions of Schedule Two of this Agreement, Schedule One of this Agreement authorises
the Licensee to use Historical Data exclusively for internal business purposes where facilities may include
plotting, processing and manipulating of the Historical Data. Historical Data is not to be used by the
Licensee to provide a bureau service to a third party or for the benefit of or on behalf of a third party. This
Agreement specifically excludes the use of Historical Map Data in Local Authority Educational
Establishments unless expressly agreed between the parties detailed in Schedule Five.
1.2
Historical Data may be used on up to 50 units (where a unit means a single client personal computer or
workstation). Historical Data is deemed to be in use when it is loaded into the temporary memory (that is,
RAM) or installed onto the permanent memory (that is, hard disc or CD-ROM) of that computer.
1.3
Neither Historical Data nor any hard copies, plots or prints will be reproduced, copied, sub-licensed,
passed, sold, rented or lent, or otherwise transferred by the Licensee to any third party without the prior
written consent of Landmark. However the Licensee may make copies of the Historical Data solely for
security back-up purposes, and in accordance with Schedule Three.
1.4
The Licensee may make hard copies of Historical Data provided that all such copies acknowledge ‘© and
database right Crown copyright and Landmark Information Group Ltd
(All rights reserved and the date
included)’, subject to the restrictions in paragraph 1.3 and 1.9 of this Schedule.
1.5
This Agreement does
not include the following activities:
•
The reproduction and use of Historical Data outside of this Agreement;
•
The copying of Historical Data manuals, or any other written material accompanying it;
•
The incorporation of Historical Data in a third party product;
•
The development of Value Added Products using Historical Data;
•
The vectorising (that is the creation of vector digital data in the form of points and lines derived
from raster digital data) of County Series Historical Data through software manipulation
without written permission of Landmark; which shall not be unreasonably withheld;
•
The use or dissemination of Historical Data on the Internet or any other on-line electronic
service. Historical Data may be used on the Licensee’s Local Area Network (meaning a
network of computers connected together so as to share information and computing resources)
or Intranet (meaning each party’s secure computer network which does not form part of the
Internet, guarded by appropriate firewall or similar type of software against unauthorised access
to which selected users are allowed access through a unique password security procedure),
provided there is not external direct access to the data. The Licensee shall indemnify Landmark
in the event there is any breach of security or access to the Historical Data in breach of this
provision.
1.6
Historical Data can be demonstrated at exhibitions or seminars provided the Licensee does not distribute
hard copies, plots or prints of Historical Data.
1.7
It is the responsibility of the Licensee to ensure that Historical Data is not copied or used in any way
which is contrary to the conditions of this Agreement.
1.8
The Licensee must ensure that neither they nor anyone else removes, changes or restricts any proprietary
or copyright notices on Historical Data, or any accompanying documentation or packaging.
1.9
This Agreement does not cover the reproduction of hard copies in publications (for example promotional
material, brochures, leaflets and so on) to be sold or distributed free of charge to the public.
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Schedule Two
For onward selling of plots or prints
1.1
Schedule Two of this Agreement is an extension to Schedule One and permits the Licensee to produce,
reproduce and sell A5 and A4 size prints and printed copies, subject to the terms and conditions stated
below.
1.2
At all times (whether during the lifetime of this Agreement or otherwise) the Licensee shall:
•
ensure that Landmark shall be acknowledged as owner of the Historical Data in the customer’s
promotional material. Prints and printed copies must acknowledge “© and database right
Crown Copyright and Landmark Information Group Ltd (All rights reserved
and the date
included)”.
•
be responsible for marketing and selling the prints and printed copies from the Historical Data
including all associated costs;
•
ensure that it supplies Landmark with an example of any promotional material, handbooks or
other documentation to be supplied with or in respect of the prints and printed copies, in order
to obtain the approval prior to production or publication of same. Landmark shall not
unreasonably withhold or delay its approval and shall in any event provide the Licensee with a
response to a request for approval in a timely manner;
•
not do anything which might adversely affect the reputation of Landmark or the Copyright
Owners’ products, trade marks or logos and shall use its reasonable endeavours not to produce
or sell plots and prints in a way which tarnishes Copyright Owners’ reputation or standing;
•
sell and market prints and printed copies in compliance with all applicable laws, regulations
and codes of practice;
•
not make any promises or representations or give any warranties or guarantees in respect of
prints and printed copies unless expressly authorised by Landmark in writing;
•
not sell, sub-license, lend, transfer, dispose or otherwise deal with Historical Data, unless
expressly permitted to do so under the terms of this Agreement.
2.1
The Licensee shall without set off or deduction, pay to the supplier Royalties set out in Annex A in
respect of each print and printed copy sold.
2.2
Within fourteen working days of the end of each Quarter Day (being 31 March, 30 June, 30 September,
and 31 December) during the subsistence of this Agreement, the Licensee shall provide Landmark with
complete and detailed financial statements setting out the information detailed below together with any
further information specified in Annex A (such information to be supplied via Landmark Information
Group Ltd):
•
Unit sales of prints and printed copies (sorted by size: A5 and A4 )
•
Royalties due to Landmark as set out in Annex A.
2.3
At the end of each Royalty Year, (provided the licence is a continuing licence) Landmark may at its sole
discretion increase the Unit Royalty Payments set out in Annex A by a percentage equal to the annual
Retail Price Index (“RPI”) (meaning the index of retail prices (all items) published by the office for
National Statistics) applicable to the previous 12 months. Should Landmark decide not to increase the
Unit Royalty Payments at the end of any one Royalty Year, it may roll up this increase into the next year.
2.4
Landmark shall invoice the Licensee for all sums due under Clause 2.2 in accordance with the statement
previously submitted by the Licensee. Landmark’ invoice shall be paid within 30 days of the date of the
invoice (payment to be made to Landmark, who shall give good receipt on behalf of Landmark).
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2.5
Without prejudice to Landmark’s other rights and remedies Landmark reserves the right to:
•
charge for its reasonable administration costs in pursuing payment of any outstanding amount,
such sums to cover and include the cost of sending debt letters and general administration
charges;
•
charge interest at the rate of 2% above the base rate of National Westminster Bank plc on any
overdue amounts whether before or after judgement. Interest shall be calculated on a daily basis
on all overdue amounts from the date payment fell due until the date that full payment is
received and shall be payable on demand.
•
For the avoidance of doubt Royalties are payable to Landmark even though monies payable by
the Licensee’s customer may not have been received.
2.6
Throughout the duration of this Agreement the Licensee shall keep and maintain accurate complete and
detailed financial records relating to all the transactions arising out of this Agreement.
2.7
Upon giving fourteen (14) days written notice, Landmark, its advisors or representatives shall have the
right to inspect (and where necessary take copies of) the financial records referred to in 2.6. If upon
inspection there is an underpayment in the amount properly payable to Landmark under the terms of this
Agreement, the underpayment shall be paid to Landmark forthwith together with interest. The interest
will be charged at 2% above the base rate of National Westminster Bank plc from the date payment was
due until full payment whether before or after judgment. If there is an underpayment of 5% or more of the
amount properly payable at any time to Landmark under the terms of this Agreement, the Licensee shall
be responsible for reasonable auditing costs incurred by Landmark (including the fees of any third party
used for such purposes).
2.8 The Licensee shall give Landmark (or their advisers and Representatives) reasonable access to its
premises and use of its facilities to enable Landmark to fulfill their rights under Clause 2.7 and upon
notice grant to Landmark, access and facilities for checking the observance of the terms and conditions of
this Agreement.
2.9
The Licensee shall promptly notify Landmark as soon as it becomes aware of any infringement or
suspected infringement by any person of the copyright and other intellectual property rights embodied in
or relating to the prints and printed copies. At Landmark's request the Licensee shall give reasonable
assistance to Landmark in connection with any claims or proceedings made or instituted against the
Licensee.
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Schedule Three
Notwithstanding the provisions of Schedules One and Two of this Agreement, the Licensee is permitted (but
strictly in accordance with the provisions below) to make copies of extracts of Historical Data as constitutes Fair
Dealing. The Fair Dealing exemption covers copies made for an individual for their own use for private study,
research, criticism or review. This exemption does not cover the copying for use in schools, colleges, universities
or further education establishments.
1.
Fair Dealing for the purposes of this Agreement shall be defined as follows: a maximum of four copies of
any
one plain Ordnance Survey hard copy map extract not exceeding A4 (625cm2).
2.
Fair Dealing may only be carried out by public libraries of the Licensee and the Licensee shall not be
permitted to carry out Fair Dealing in any other manner.
3.
In making copies available under the Fair Dealing provisions the library staff of the Licensee shall draw
the
end user's attention to these provisions and those of the Copyright Designs and Patents Act 1988 which
relate to Fair Dealing.
4.
This section sets out the rules the Licensee needs to follow in order to provide statutory map extracts. Any
request for plain Ordnance Survey material must be referred to a library who are already able to provide
access under fair dealing
5.
Within the Copyright, Designs and Patents Act 1988, the law allows for some copying of documents as
specified in statute. However, this right to copy is limited and copying beyond this is unlawful without the
permission of Landmark.
6.
In addition, before providing any copy under this section, the Licensee has a duty to establish that the
person
making the request has a right to receive the copy. This is especially true if the request has been made by
email.
7.
The Licensee is expected to take all reasonable precautions to prevent any unauthorised copying by
others. In
taking these ‘reasonable precautions’, the Licensee will make a judgement in each case as to whether or
not the reason for the access to the documents is reasonable. If the Licensee is not satisfied that the
request is reasonable, then they have both the right and the duty to refuse the request.
8.
If and when the Licensee gives access to the information, it is also required to notify the recipients of the
limits to their rights to use that information. However, as long as notice of the restrictions on the use has
been given, the Licensee cannot be held accountable for the behaviour of those who receive information
under false pretences. This will also apply to any illicit copying undertaken by parties using the
information that they had previously received for legitimate reasons.
Checklist of issues Licensees will consider when giving access to information under Fair Dealing:
A
The purpose of access must be defined. It must:
•
be able to determine the current status of a specific feature, location, or action;
•
not be for determining the status of that information for the future even though it may be for a
clearly determined point in time; and
•
not be for any use other than for the inspection of the information.
B
The material being supplied must:
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•
be appropriate for the type of access being given;
•
relate only to the specific item of concern; and
•
be limited to the number of copies appropriate for the type of access (subject to the limit
imposed above).
C
Notice on the limitations of use must be given by:
•
marking all material with the appropriate standard acknowledgement and imprint, together with
any additional stamp required; and
•
raising the awareness in the person and/or organisation being given access by reminding them
of the limits to their right to use the material supplied.
Supplying copies of material from a statutory register
Under section 47 of the Copyright, Designs and Patents Act 1988, the copyright in an artistic work, including
maps, is not infringed by reproducing already prepared material which is open to public inspection under the law,
or is on a statutory register.
This means that the participant can supply an applicant, on demand, with a single reference copy of the relevant
area of interest for viewing at a more convenient time and place. If a charge is made for the supply, this is only
an administrative cost and not a copyright royalty fee. If asked, the participant must make clear this distinction.
Once the participant is satisfied about the legitimacy of the request, then the applicant may be provided with
material which:
•
is limited to the actual area of the request; and
•
comply with the terms of Statutory Instrument 1989 No 1099, The Copyright (Material Open to
Public Inspection) (Marking of Copies of Maps) Order 1989 by having the following additional
notation added:
This copy has been made by or with the authority of [put in the name of the person who must make the map open
to public inspection or the person keeping the register] pursuant to section 47 of the Copyright, Designs and
Patents Act 1988 (the Act). Unless the Act provides a relevant exception to copyright, the copy must not be
copied without the prior written permission of Landmark.
[Gwnaed y copi hwn gan neu gydag awdurdod (rhowch enw'r sawl sy'n sicrhau bod y map argael i'w archwilio
gan y cyhoedd neu’r sawl sy'n cadw'r gofrestr) yn unol ag adran 47 o Ddeddf Hawlfraint, Dyluniadau a
Phatentau 1988 (y Ddeddf). Oni bai fod y Ddeddf yn darparu eithriad perthnasol i'r hawlfraint, ni ddylid copïo'r
copi heb gael caniatâd perchennog yr hawlfraint ymlaen llaw.]
If the applicant requires further copies then they must ask the officer issuing them. The officer will need to
satisfy themselves that the request for further copies is legitimate. Alternatively, the applicant will need to get
separate written permission from Landmark. The applicant must be made aware of this by the officer issuing the
copies.
When material is provided under this section a declaration form must be signed by the applicant. The copy must
also have the following additional notation added:
This copy is supplied under the Copyright, Designs and Patents Act 1988 sections 45 or 46 provisions.
[Darperir y copi hwn dan adrannau 45 neu 46 Ddeddf Hawlfraint, Dyluniadau a Phatentau 1988.]
The participant is advised that this exemption does not apply in the preparation activities leading up to any
formal legal proceedings and therefore copies may not be made for this purpose. However, the participant may
make copies for their own use.
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Annex A
Royalties payable to Landmark
For each A5 print or printed copy sold the Licensee will pay the supplier £1.50 Sterling plus VAT
For each A4 print or printed copy sold the Licensee will pay the supplier £3.00 Sterling plus VAT
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