Unclassified
DATED 2010
The Secretary of State for Business, Innovation and Skills,
acting through Ordnance Survey
(1)
and
The Secretary of State for Business, Innovation and Skills
(2)
AGREEMENT
concerning the provision of mapping data to
the public sector by Ordnance Survey
Unclassified
CONTENTS
Clause
Heading
Page
1
Definitions and interpretation ................................................................2
2
Ordnance Survey's Obligations ................................................................9
3
Property in Data .............................................................................. 10
4
Payment ....................................................................................... 10
5
Liability ........................................................................................ 10
6
TUPE ........................................................................................... 12
7
Duration ....................................................................................... 12
8
Termination ................................................................................... 12
9
Consequences of Termination .............................................................. 13
10
Variation ....................................................................................... 14
11
Management of Agreement ................................................................. 15
12
Warranties ..................................................................................... 16
13
Competition law issues ...................................................................... 16
14
Confidentiality ................................................................................ 17
15
Freedom of Information ..................................................................... 18
16
Dispute Resolution ........................................................................... 18
17
General ........................................................................................ 18
18
Assignment and transfer .................................................................... 19
19
Jurisdiction and Governing Law ............................................................ 20
Schedule 1 - Specification ............................................................................ 21
Schedule 2 - Licence Terms .......................................................................... 39
Schedule 3 - Payment Provisions .................................................................... 43
Schedule 4 - Dispute Resolution Procedure ........................................................ 45
Schedule 5 - GI Group Principles .................................................................... 47
Schedule 6 - Agreement Managers .................................................................. 49
Schedule 7 - Changes to Agreement ................................................................ 50
Schedule 8 - Additional Public Bodies .............................................................. 53
Schedule 9 – Standard Form Contractor Licence .................................................. 54
Schedule 10 – Public Sector End User Licence Agreement ....................................... 62
Unclassified
THIS AGREEMENT is made on
2010
BETWEEN:
(1)
THE SECRETARY OF STATE FOR COMMUNITIES AND LOCAL GOVERNMENT,
ACTING THROUGH ORDNANCE SURVEY, whose principal place of business is at
Explorer House, Adanac Drive, SOUTHAMPTON, United Kingdom, SO16 0AS
(“
Ordnance Survey”); and
(2)
THE SECRETARY OF STATE FOR BUSINESS, INNOVATION AND SKILLS, whose
office is located at 1 Victoria Street, LONDON, SW1H 0ET (“
BIS”).
WHEREAS:
(A)
Ordnance Survey is the national mapping agency of Great Britain and is a
Crown body, government executive agency and trading fund.
(B)
BIS is a Crown body, responsible for the exercise of statutory and other
functions.
(C)
Government has determined to enter into a relationship with Ordnance Survey
to provide digital data and services to Government which will be made
available for use by the whole public sector in England and Wales free at the
point of use.
(D)
BIS now agrees to pay, and Ordnance Survey agrees to make available certain
digital data and services, each as specified in this Agreement.
(E)
The parties acknowledge that this Agreement is intended to deliver significant
efficiency savings and improvements in public service delivery for the benefit
of UK citizens and businesses, in particular by:
(a)
encouraging and enabling wider use by the public sector and
development of geographic information to ensure the public sector’s
current and future requirements are met, including fostering best
practice and innovation in the use of geographic information by the
public sector;
(b)
increasing the public sector’s access to, and use of, Ordnance Survey’s
definitive national geographic data, and data derived from it;
(c)
establishing an effective and collaborative relationship, focussed on
realising the public sector’s strategic objectives, between those parts
of the public sector that require geographic data and Ordnance
Survey; and
1
Unclassified
(d)
delivering increasing value for money to the public sector by
encouraging the effective use of geographic information to drive
efficiency and by establishing a strategic and efficient relationship
with the Ordnance Survey.
(F)
The parties further acknowledge that this Agreement concerns the supply and
licensing of nationally consistent high-quality data to the public sector that
Ordnance Survey, as the national mapping agency, is uniquely positioned to
provide. The public sector and the wider economy also benefit from a broad
range of value-added services and specialised data provided by the private
sector. Public sector customers will continue to require these services so it is
important that this market is encouraged to thrive. It is intended that this
Agreement will provide a platform on which private sector suppliers can build
their products, solutions and services in order to help the public sector
achieve its strategic objectives.
In consideration of the mutual covenants and undertakings set out below
THE PARTIES AGREE as follows:
1
Definitions and interpretation
1.1
In this Agreement unless the context otherwise requires:
Additional
means any bodies which the parties agree from time to
Public Bodies
time are to be treated as Eligible Bodies, including, at the
date of this Agreement, those bodies listed in Schedule 8;
AddressBase
means AddressBase, AddressBase Plus and AddressBase
Datasets
Premium;
Agreement
means, for each party, the person named in Schedule 6
Manager
(Agreement Managers), subject to the provisions of Clause
11;
Annual Fee
has the meaning ascribed thereto in paragraph 1 of
Schedule 3 (Payment Provisions);
Change Only
means the provision to Members (who have been supplied
Updates
with such Dataset previously) of only that Geographic
Information in the Dataset which has been created, edited
or deleted since the date that Dataset was last updated;
Commencement means 1 April 2011;
Date
2
Unclassified
Confidential
means secret or confidential commercial, financial,
Information
marketing, technical or other information (including,
without limitation, information in or relating to the Data),
know-how, trade secrets and other information in any
form or medium whether disclosed orally or in writing
before or after the date of this Agreement, together with
any reproductions of such information in any form or
medium or any part(s) of this information (and
Confidential means that the information, either in its
entirety or in the precise configuration or assembly of its
components, is not publicly available);
Consequential
means any of the following:
Loss
(a) loss of profit;
(b) loss of revenue;
(c) loss of use of any asset;
(d) loss of productivity or production;
(e) loss of goodwill or reputation; or
(f) any indirect or consequential loss;
Data
means the Ordnance Survey products in digital form listed
in Part 1 of Schedule 1 (Specification), as may be
amended and/or updated from time to time in
accordance with this Agreement;
Dataset
means any one of the products in digital form listed in
Part 1 of Schedule 1 (Specification), as may be amended
and/or updated from time to time in accordance with this
Agreement;
Dataset
means the specification made available via the Ordnance
Specification
Survey website and the OS OpenData website as at the
date of signature of this Agreement, for those Datasets
listed in Parts A and B of Part 1 of Schedule 1
3
Unclassified
(Specification) respectively, subject to any exceptions to
such published specification as are set out in Schedule 1
(Specification);
Digimap for
means the agreement between Ordnance Survey and JISC
Schools
Content Procurement Company Limited, with an effective
Agreement
date of 21 June 2010;
Digimap
means the agreement between Ordnance Survey and
Mapstream
EDINA (the national datacentre which is part of the
Agreement
University of Edinburgh), which is intended to come into
effect on 1 August 2010;
Disclosure
means requests for information relating to this Agreement
Requests
pursuant to the FOIA, the Environmental Information
Regulations 2004 or such other legislation or regulations
as may replace either of them from time to time;
Discovery Level has the meaning ascribed to such term in Ordnance
Metadata
Survey’s policy (to be published prior to the
Commencement Date) on this subject;
Download
means a service provided by Ordnance Survey enabling
Service
the downloading by Members of Data pursuant to Part 3 of
Schedule 1 (Specification).
Eligible Body
means
(a) a body which falls within the definition of “contracting
authority” in Regulation 3 of the Public Contracts
Regulations 2006, excluding (i) the Excluded Bodies,
and (ii) any Infrastructure Body, and
(b) any Additional Public Bodies;
Employee
means, in relation to an employee, any costs and/or
Liabilities
liabilities arising out of or in connection with the
employment of that employee or the termination of such
employment
including,
without
limitation,
any
contractual entitlements in respect of salary, wages, or
other emoluments, employer’s national insurance
contributions, pay as you earn tax deductions, pension
contributions or payments and any settlements, awards,
4
Unclassified
costs or penalties arising in connection with any dispute
between that employee (or trades union representing that
employee) and his/her employer and/or arising out of or
in connection with the termination of employment of that
employee;
Error Report
means any written (in an email, fax or letter) report or
enquiry submitted by a Member to Ordnance Survey in
accordance with this Agreement concerning any inability
of a Member fully to utilise any Data supplied under this
Agreement, including for example:
the Data does not appear to do what is expected;
not receiving the correct Dataset and/or geographical
extent requested;
the supply of damaged/defective media or corrupt Data
possible missing Data;
possible missing features; or
possible incorrect features in the Data;
Excluded
means the following entities: any body whose geographic
Bodies
remit is wholly or mainly in Scotland and/or Northern
Ireland, and any other body as may be agreed by the
parties from time to time;
Formats
means those formats set out in Part 2 of Schedule 1
(Specification);
Geographic
means information about objects or physical features that
Information
are associated with locations on the Earth’s surface
including but not limited to their location, identification
and description;
GI Group
means the group established by BIS, as constituted in
accordance with Schedule 5;
5
Unclassified
GLA Agreement means the Licence Agreement for Mapping and/or Data
Products and/or other Services dated 1 April 2005
between Ordnance Survey, the Greater London Authority,
the London Development Agency and Transport for
London;
Infrastructure
means a body which falls within the definition of “utility”
Body
in Regulation 2 of the Utilities Contracts Regulations 2006
and any other entity as may be agreed by Ordnance
Survey and BIS as being a utility from time to time;
IPR
means copyright, patent, trade mark, design right,
database rights, trade secrets, know how, rights of
confidence, broadcast rights and all other similar rights
anywhere in the world whether or not registered and
including applications for registration of any of them;
Legislation
means any Act of Parliament or subordinate legislation
within the meaning of Section 21(1) of the Interpretation
Act 1978, any exercise of the Royal Prerogative, and any
enforceable community right within the meaning of
Section 2 of the European Communities Act 1972, in each
case in the United Kingdom;
Legislation
means a change in the Legislation;
Change
Licence Terms
means the terms set out in Schedule 2 (Licence Terms),
being the terms under which Ordnance Survey will license
the Data to Members;
Member
means an Eligible Body which has entered into a Member
Licence;
Member
means a licence entered into between an Eligible Body
Licence
and Ordnance Survey on the Licence Terms;
MSA
means the Agreement for the Provision of Mapping
Services between Local Government Information House
and Ordnance Survey, with an effective date of 1 April
2005;
NHS Digital
means the NHS Digital Mapping Agreement between the
Mapping
NHS Information Centre for Health and Social Care and
Agreement
Dotted Eyes Limited with an effective date of 30 April
6
Unclassified
2008;
OS OpenData
means the Agreement concerning the provision of
Commercial
mapping data (OS OpenData) to the public by Ordnance
Agreement
Survey between the parties and dated 30 March 2010;
OS OpenData
means those Datasets set out in Part B of Part 1 of
Datasets
Schedule 1 (Specification);
PGA
means the Pan Government Agreement for the provision
of geographic data between the Secretary of State for
Communities and Local Government, acting through the
Department for Communities and Local Government and
Ordnance Survey, which commenced on 1 April 2009 and
was terminated as of 1 April 2011;
Physical Media means the supply of Data by Ordnance Survey to Members
Service
as described in Part 3 of Schedule 1 (Specification);
Quarterly
means the report to be provided by Ordnance Survey in
Report
accordance with Clause 11.4;
RPIX
means the index published monthly by the Office for
National Statistics in table RP05 (All Items Retail Price
Index (RPI) excluding Mortgage Interest Payments (RPIX))
or failing such publication such other index or
adjustments to the Index as the parties may agree in
writing;
Schools
means any state, public or independent school in England
or Wales which is properly authorised as a School by the
Department for Education (or its successor) and has a
unique DCSF Reference Number (or its Department for
Education equivalent). For the avoidance of doubt,
Academies funded by the Department for Education (or its
successor) also qualify as a School but European schools
and further education institutions are not included in the
definition of Schools;
Service Levels
means those Service Levels set out in Part 5 of Schedule 1
(Specification);
Services
means the Supply Services and the Support Services, each
as set out in the Specification;
7
Unclassified
Specification
means the specification set out in Schedule 1
(Specification);
Supply Services are the services described in Part 3 of Schedule 1
(Specification);
Support
has the meaning ascribed thereto in Part 4 of Schedule 1
Services
(Specification);
Teachers
means an institution in England or Wales accredited as a
Training
provider of teacher training courses by the Training and
Establishment
Development Agency for Schools or by the Higher
Education Funding Council for Wales, or their successors;
Term
means ten (10) Years commencing on the Commencement
Date;
Tier 1 Members means:
(a) Members who were supplied with Ordnance Survey
data under the PGA or the MSA or the GLA Agreement,
or who were signatories to the NHS Digital Mapping
Agreement,
(b) Members who are both (i) supplied with GB, national
or regional coverage, and (ii) whose remit is GB,
national or regional, and
(c) any other Member as may be agreed by the parties
from time to time,
save only that the total number of such Tier 1 Members
shall not exceed 1500;
Tier 2 Members means any Member who is not a Tier 1 Member;
Updates
means a supply to Members of Data which has been
changed or modified or the addition to existing or known
information;
Working Day
means any day other than a Saturday, Sunday or public
holiday in England or Wales, save only that where
referred to in Schedule 1 (Specification), Working Days
shall, in addition, exclude Ordnance Survey privilege
holidays;
8
link to page 11
Unclassified
Year
means a period of twelve (12) months commencing on the
Commencement Date and on each successive anniversary
of the Commencement Date and ending on the day before
each successive anniversary of the Commencement Date
and
Year 1 shall mean the first such period of twelve (12)
months,
Year 2 shall mean the following period of twelve
(12) months, and so on.
2
Ordnance Survey's Obligations
2.1
Subject to Clause
2.3, Ordnance Survey shall, with effect from the
Commencement Date, make the Data available to Eligible Bodies on such
Eligible Bodies entering into the Licence Terms. Ordnance Survey shall
provide Eligible Bodies with a facility enabling them to click accept the
Licence Terms.
2.2
Ordnance Survey shall use its reasonable endeavours to make the AddressBase
Datasets available under the Member Licence set out in Part B of Schedule 2
(Licence Terms), on or before 1 October 2011. BIS shall use all reasonable
endeavours to assist Ordnance Survey, and shall cooperate with all reasonable
requests for such assistance by Ordnance Survey, in relation to the proposed
creation of the AddressBase Datasets.
2.3
Ordnance Survey shall be entitled to cease making Data (or, for the avoidance
of doubt, any part of such Data) available with immediate effect, where
rights or data in such Data (or, for the avoidance of doubt, any part of such
Data) are sourced from a third party and:
(a)
the Licence Terms are inconsistent with the terms on which Ordnance
Survey is licensed by such third party to use such rights or data; or
(b)
Ordnance Survey loses the right to license such data; or
(c)
Ordnance Survey is otherwise unable to contract with such third party
in respect of the relevant data, on terms acceptable to Ordnance
Survey.
2.4
Ordnance Survey shall use all reasonable endeavours to ensure that all
agreements it enters into with third parties after the Commencement Date
relating to rights or data in the Data will be on terms that allow it to use or
license such rights or data under the terms of this Agreement.
9
link to page 13
Unclassified
2.5
From the Commencement Date, Ordnance Survey shall perform the Services in
accordance with the Specification.
3
Property in Data
3.1
The Crown (or, where applicable, Ordnance Survey’s suppliers) owns the IPR
in the Data and Services provided by Ordnance Survey under this Agreement.
All Data licensed under this Agreement and/or the Member Licences remain
the property of the Crown (or, where applicable, Ordnance Survey’s suppliers)
and any Member’s use or possession of any Data does not give it ownership of
the Data.
4
Payment
4.1
BIS shall pay the Annual Fee to Ordnance Survey in accordance with this
Clause 4 and Schedule 3 (Payment Provisions). The parties acknowledge that
the Annual Fee properly represents the commercial price of the provision of
Data and Services in accordance with this Agreement.
4.2
All sums payable by BIS pursuant to Clause 4.1 and Schedule 3 (Payment
Provisions) are exclusive of VAT. BIS will pay VAT and any other applicable
taxes at the rate prevailing at the date of invoice.
4.3
Payment shall be made without deduction or set off. Ordnance Survey
reserves the right to charge interest at two per cent (2%) per annum above
the base rate of National Westminster Bank plc, calculated and applied daily
on any outstanding balances until payment is received.
4.4
The parties acknowledge that the Annual Fee includes an amount in relation
to the licensing of Schools and Teachers Training Establishments,
notwithstanding that Schools and Teachers Training Establishments shall not,
in themselves, be Eligible Bodies (nor therefore capable of being Members),
but shall instead be licensed pursuant to the Digimap for Schools Agreement
or the Digimap Mapstream Agreement, or such other agreement as replaces
either of such agreements from time to time.
5
Liability
5.1
Subject to Clause
5.4, all warranties and conditions not set out in this
Agreement, whether implied by statute or otherwise, are excluded to the
fullest extent permitted by law.
10
link to page 13
Unclassified
5.2
Subject to Claus
e 5.4, neither party shall have a claim against the other for
any misrepresentation.
5.3
Subject to Clause 5.4, BIS shall indemnify Ordnance Survey against all and any
loss, liability, costs (including without limitation legal costs), claims, damages
or expenses suffered or incurred by Ordnance Survey or for which Ordnance
Survey may become liable arising out of any use of OS OpenData Datasets by
Members or third parties, provided that this indemnity will not apply to the
extent that any liability arising to Ordnance Survey results from the wilful
neglect or fraudulent actions of Ordnance Survey, its employees, agents and
staff.
5.4
Nothing in this Clause 5 shall exclude or limit the liability of either party for
death or personal injury caused by its negligence or for fraudulent
misrepresentation.
5.5
Subject to Clause 5.4, Ordnance Survey’s annual liability in any Year (or, in
relation to the period prior to the Commencement Date, such period) in
respect of all claims, losses or damages, whether arising from tort (including
negligence), breach of contract or otherwise under or in connection with this
Agreement, shall not include Consequential Loss and shall in no event exceed
an amount equal to ten per cent (10 %) of the Annual Fee paid or payable for
such Year (or such period).
5.6
Subject to Clause 5.4, BIS’s annual liability:
(a)
in respect of the indemnity in Clause 6 shall be unlimited;
(b)
in relation to any termination pursuant to Clause 17.4 shall not exceed
the Annual Fee for the Year in which such termination takes effect;
and
(c)
in any Year (or, in relation to the period prior to the Commencement
Date, such period) in respect of all claims, losses or damages, whether
arising from tort (including negligence), breach of contract or
otherwise under or in connection with this Agreement, shall not
include Consequential Loss and shall in no event exceed an amount
equal to ten per cent (10%) of the Annual Fee paid or payable for such
Year (or such period),
11
Unclassified
provided that nothing in this Clause 5.6 shall limit BIS’s liability in relation to
payment of the Annual Fee (and any interest thereon).
6
TUPE
6.1
BIS will indemnify Ordnance Survey against any Employee Liabilities incurred
or suffered by Ordnance Survey in relation to any claim made at any time by
any person who claims to have become an employee of or have rights against
Ordnance Survey by virtue of the Transfer of Undertakings (Protection of
Employment) Regulations 2006 including any Employee Liabilities arising out
of any dismissal carried out within three (3) months of the transfer of that
person to Ordnance Survey or within three (3) months of Ordnance Survey
being aware of that transfer or alleged transfer.
7
Duration
7.1
Subject to Clause 7.3, this Agreement shall come into force
on the
Commencement Date and (subject to the provisions for earlier termination in
Clause 8 below) shall last for the Term.
7.2
The Term of this Agreement may be varied by the parties on mutual
agreement. It is envisaged that, between the end of Year 7 and the end of
Year 8, the parties will enter into discussions with a view to extending the
Term of this Agreement by a period of five or ten years.
7.3
The following provisions shall come into effect on the date of signature
hereof: Clauses 1, 2.2, 3, 5, 6, 7, 8.3, 9, 10, 12, 13.3 and 14 to 19.
8
Termination
8.1
Either party may terminate this Agreement by giving at least twelve (12)
months’ written notice to the other party in the following circumstances:
(a)
the other party commits a material breach of any of its obligations under
this Agreement which is incapable of remedy; or
(b)
the other party fails to remedy, where it is capable of remedy, or
persists in any breach of any of its material obligations under this
Agreement, after having been required in writing to remedy or desist
from such breach within a period of thirty (30) days.
8.2
Notwithstanding Clause 8.1, Ordnance Survey may terminate this Agreement
by giving at least thirty (30) days’ written notice to BIS where any sum
12
Unclassified
payable under this Agreement is not paid within ninety (90)
days of its due
date for payment in accordance with this Agreement.
8.3
Ordnance Survey may terminate this Agreement (in relation only to those
parts of this Agreement affected by the loss) on at least one week’s notice
(where reasonably practicable) in the event that Ordnance Survey loses the
right to administer Crown Copyright (as defined in section 163 of the
Copyright, Designs and Patents Act 1988) in respect of all or any part of the
Data.
8.4
Either party may terminate this Agreement for any reason by giving at least
twelve (12) months’ written notice to the other party, which notice:
(a)
must expire on an anniversary of the Commencement Date, and
(b)
may not be effective prior to the end of Year 7.
9
Consequences of Termination
9.1
Upon termination of this Agreement for any reason whatsoever:
(a)
the obligations set out in Clause 2 shall cease;
(b)
the obligation to pay the Annual Fee shall cease and, for the avoidance
of doubt, Ordnance Survey shall refund BIS in respect of any part of
the Annual Fee which has been paid by BIS and which relates to any
unelapsed period, except to the extent that OS has incurred any costs
in providing the Services which are not able to be avoided (including,
for the avoidance of doubt, any one-off costs (to the extent they have
not been amortised as at the date of termination) such as
development of the supply platform and amendments to existing
business systems);
(c)
those provisions of this Agreement which expressly or by their nature
are intended to survive the expiry or termination of this Agreement
shall so survive, including for the avoidance of doubt Clauses 1, 5, 6,
9, 14, 15 and 19; and
(d)
BIS shall use its reasonable endeavours to procure that Members comply
with their obligations on termination of their Member Licences in relation
to the return or destruction of data.
13
Unclassified
9.2
Termination shall be without prejudice to any rights of either party against
the other which may have accrued up to the date of termination.
10
Variation
10.1 Subject to Clause 10.3 and Schedule 7 (Changes to Agreement), no variation
to this Agreement shall be effective unless it is in writing, refers specifically
to this Agreement and is duly executed by the parties.
10.2 Subject to Clause 10.3 and Schedule 7 (Changes to Agreement), BIS and
Ordnance Survey will take into account the views of the GI Group in agreeing
any variation.
10.3 The parties will comply with Schedules 5 (GI Group Principles) and 7 (Changes
to Agreement).
10.4 Notwithstanding Clauses 10.1 to 10.3, Ordnance Survey has the right to make
changes to the Agreement or the Member Licences, including to the Data
and/or the Services, where such changes are:
(a)
necessary to comply with a Legislation Change or the requests or
requirements of any third party from whom any rights or data in such
Data are sourced provided that, where practicable, Ordnance Survey
has served BIS with a minimum of six months’ written notice of such
changes, such notice not to be served prior to the first anniversary of
the Commencement Date, and provided that Ordnance Survey consults
with BIS in relation to such changes during such period, or
(b)
changes relating to the OS OpenData Datasets and are made in
accordance with the OS OpenData Commercial Agreement.
BIS may terminate the affected part of this Agreement with immediate effect
within five (5) Working Days of the expiry of such notice period if it deems
(acting reasonably) that such changes to the Data and/or the Services are
unacceptable. In relation to any Legislation Change only, if the Legislation
Change was reasonably foreseeable by Ordnance Survey as at the date of this
Agreement, Ordnance Survey is not entitled to make any changes to the
Annual Fee due to the implementation of such a change. For the avoidance of
doubt, Clauses 10.1 to 10.3 are subject to this Clause 10.4.
14
Unclassified
10.5 The Member Licence set out in Part B of Schedule 2 (Licence Terms) defines
“Standard Form Contractor Licence” and “End User Licence” by reference to
documents made available on the Ordnance Survey website. Such documents
shall be in the form set out in Schedules 9 and 10 hereof, respectively. For
the avoidance of doubt, any change to such documents shall be subject to the
provisions of Clauses 10.1 to 10.4.
11
Management of Agreement
11.1 Each party appoints the persons named in Schedule 6 (Agreement Managers)
as its Agreement Manager. The Agreement Managers shall have the authority
to act on behalf of their respective party on the matters set out in, or in
connection with, this Agreement and the Member Licences. Either party may,
by further written notice to the other party, amend the authority of its
Agreement Manager or appoint a new Agreement Manager.
11.2 The respective Agreement Managers shall be sufficiently senior within the
organisation of the appointing party, and granted sufficient authority by that
party, to ensure full cooperation in relation to the operation and management
of this Agreement and the Member Licences.
11.3 An Agreement Manager may appoint deputies at any time to act on their
behalf and shall notify the other party's Agreement Manager in writing as soon
as reasonably practicable of any such appointment, and any reference in this
Agreement to the BIS Agreement Manager or the Ordnance Survey Agreement
Manager shall include such an authorised deputy.
11.4 Ordnance Survey shall keep BIS and the GI Group regularly informed by way of
a written report every three months (to be dispatched by Ordnance Survey
within twenty (20) Working Days of the end of each three month period) of
the progress and development of the Data and the levels and types of Data
and Services provided, together with a summary of Ordnance Survey’s
performance under the Agreement, to enable BIS and the GI Group to monitor
the progress of the Agreement. Periodically this report will also feature
overall trends of Members’ emerging requirements to assist the parties in any
consideration of potential developments in and/or changes to the Data.
15
Unclassified
12
Warranties
12.1 Ordnance Survey warrants that:
(a)
it has the power to enter into and to exercise its rights and perform its
obligations under this Agreement and it has taken all necessary action
to authorise the execution of this Agreement and the performance of
its obligations under it;
(b)
it has and, throughout the Term, shall continue to have all necessary
rights in and to the Data or any other materials made available by
Ordnance Survey and/or its sub-contractors to BIS as are necessary to
perform Ordnance Survey's obligations under this Agreement. For the
avoidance of doubt, this Clause 12.1(b) is subject to Clause 2.3; and
(c)
it is able to grant licences on the Licence Terms.
12.2 BIS warrants that:
(a)
it is authorised and has all required consents to enter into, and
perform its obligations under, this Agreement and all other documents
to be entered into by it under this Agreement;
(b)
its entry into of this Agreement will not place it in breach of any other
agreement or arrangement with any third party or any order, judgment
or decree, or any Legislation, nor will any of these substantially
impede the performance of its obligations under this Agreement.
13
Competition law issues
13.1 The parties recognise the need to comply with relevant competition law,
including provisions of the Competition Act 1998 and the EC Treaty. In
particular, to the extent that sections 18 and 19 of the Competition Act 1998
and/or Article 82 of the EC Treaty apply, the parties recognise that Ordnance
Survey is obliged not to discriminate between competing service providers if
that discrimination places a service provider at a competitive disadvantage,
unless such discrimination is objectively justifiable (for example, by
differences in the cost to Ordnance Survey of supplying the service providers
involved).
16
Unclassified
13.2 The Licence Terms include provisions enabling Ordnance Survey and Members
to identify circumstances in which a proposed use of the Data by a Member is
likely to constitute an activity which competes with an activity of a third
party and, where necessary, to amend a proposed activity or to enter a
separate appropriate licence.
13.3 The parties to this Agreement agree to co-operate in good faith, where
appropriate, to assist in resolving competition law issues, while recognising
that the relevant Member Licence provides the primary mechanism for doing
so. Whilst the parties agree to use reasonable endeavours to resolve
competition law or other regulatory issues under the mechanism in the
relevant Member Licence, the parties recognise that Ordnance Survey may
remain subject to third party claims in relation to competition law or subject
to regulatory action that may be taken by bodies such as the Office of Fair
Trading and the Office of Public Sector Information, and that ultimately
Ordnance Survey may determine in its absolute discretion how to resolve
competition law or other regulatory issues which result, or which Ordnance
Survey considers are likely to result in such third party action.
14
Confidentiality
14.1 Each party shall keep and procure to be kept secret and confidential all
Confidential Information belonging to the other party disclosed or obtained as a
result of the relationship of the parties under this Agreement and shall not use
nor disclose the same save for the purposes of the proper performance of this
Agreement or with the prior written consent of the other party. Each party shall
be responsible to the other party in respect of any disclosure or use of such
Confidential Information by a person to whom disclosure is made.
14.2 The obligations of confidentiality in this Clause 14 shall not extend to any
matter which either party can show:
(a)
is in, or has become part of, the public domain other than as a result of a
breach of the obligations of confidentiality under this Agreement; or
(b)
was in its written records prior to the date of this Agreement; or
(c)
was independently disclosed to it by a third party entitled to disclose the
same; or
17
Unclassified
(d)
is required to be disclosed under any applicable law, or by order of a
court or governmental body or authority of competent jurisdiction.
15
Freedom of Information
15.1 Each party acknowledges that the other may receive Disclosure Requests.
15.2 Each party further acknowledges that the other may be obliged (subject to
the application of any relevant exemption(s) and, where applicable, the
public interest test) to disclose information pursuant to such a Disclosure
Request. Where one party consults (the
Consulting Party) the other (the
Other Party) in accordance with section IV (consultation with third parties) of
the code of practice issued under section 45 of the FOIA (or, as the case may
be, any code of practice issued under powers contained in the Environmental
Information Regulations 2004), the Other Party hereby agrees to respond to
any such consultation promptly and within any reasonable deadline set by the
Consulting Party and acknowledges that it is for the Consulting Party to
determine whether or not such information should be disclosed.
15.3 The decision of the Consulting Party regarding anything in this Clause 15 shall
be final and conclusive and shall not be subject to Clause 16.
16
Dispute Resolution
All disputes regarding this Agreement, its validity, its interpretation or its
subject matter shall be dealt with in accordance with the Dispute Resolution
Procedure set out in Schedule 4 (Dispute Resolution Procedure).
17
General
17.1 The rights and remedies of either party in respect of this Agreement shall not be
diminished, waived or extinguished by the granting of any indulgence,
forbearance or extension of time granted by such party to the other nor by any
failure of, or delay by the said party in ascertaining or exercising any such rights
or remedies. The waiver by either party of any breach of this Agreement shall
not prevent the subsequent enforcement of that provision and shall not be
deemed to be a waiver of any subsequent breach of that or any other provision.
18
Unclassified
17.2 Each of the parties shall, and shall use their reasonable endeavours to procure
that any necessary third parties shall, execute and deliver to the other party
such other instruments and documents and take such other action as is
necessary to fulfil the provisions of this Agreement in accordance with its terms.
17.3 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this
Agreement. Any person who is not a party to this Agreement (including any
employee, officer, agent, representative or subcontractor of either party)
shall not have the right (whether under the Contracts (Rights of Third Parties)
Act 1999 or otherwise) to enforce any term of this Agreement which expressly
or by implication confers a benefit on that person without the express prior
agreement in writing of the parties which agreement must refer to this
Clause.
17.4 In the event that this Agreement is declared ineffective pursuant to a
challenge brought under or pursuant to the Public Contracts Regulations 2006,
such declaration shall be deemed to be a termination by Ordnance Survey
(which shall be deemed to have given the requisite notice) resulting from an
irremediable breach by BIS. For the avoidance of doubt, the losses and
liabilities in respect of which BIS shall be liable to reimburse Ordnance Survey
shall include, but not be limited to, (a) any one-off costs associated with this
Agreement such as development of the supply platform and amendments to
existing business systems, (b) the difference between the Annual Fees and any
revenue which Ordnance Survey secures from licensing public sector bodies
under any agreements which replace this Agreement and the Member
Licences, and (c) reasonable legal costs associated with any such challenge
under the Public Contracts Regulations 2006, provided that BIS’s liability to
reimburse Ordnance Survey on a declaration of ineffectiveness pursuant to
such a challenge shall not exceed the cap referred to in Clause 5.6(b).
18
Assignment and transfer
18.1 Ordnance Survey shall be entitled to assign, transfer, delegate or novate the
benefits and obligations of this Agreement to a government body to which
Ordnance Survey’s activities and functions have been transferred.
19
Unclassified
18.2 Other than as provided in Clause 18.1, neither party shall be entitled to
assign, transfer, delegate or novate this Agreement, nor any of its rights
and/or obligations under it.
19
Jurisdiction and Governing Law
19.1 This Agreement will be construed in accordance with English law. This
Agreement is an intra-governmental agreement between two Crown bodies
and Ministers will observe the terms of the Agreement as if it were legally
binding.
IN WITNESS OF THE ABOVE the parties have signed this Agreement on the date
written at the head of this Agreement.
Signed for and on behalf of
The
Signed for and on behalf of
The
Secretary of State for Business,
Secretary of State for Business,
Innovation and Skills, acting through
Innovation and Skills
Ordnance Survey
Signature .......................................
Signature
.......................................
Name
.......................................
Name
.......................................
Title
.......................................
Title
.......................................
Date
.......................................
Date
.......................................
20
Unclassified
Schedule 1 - Specification
Schedule 1
Specification
Part 1 – Data
Each of the Datasets listed below will comply with the Dataset Specification for such
Dataset. The exceptions to the specification published on the Ordnance Survey
website and the OS OpenData website are as follows:
the formats in which each Dataset will be available are as set out in Part 2
and paragraph 1 of Part 3 of this Schedule 1 (Specification);
the OS OpenData Datasets will be available as pre-defined areas as detailed in
Table 2 below;
the publication schedule for each new edition of the OS OpenData Datasets
will be as set out in Table 2 below; and
on the date on which the AddressBase Datasets are first made available under
the Member Licence, they will not include any coverage of Scotland.
Ordnance Survey will use its reasonable endeavours to provide such coverage
on or before 1 April 2012.
For the avoidance of doubt, to the extent that the published specification for any
Dataset is inconsistent with Tables 1 or 2 in any way, Tables 1 and 2 shall have
precedence.
Part A – Core OS Datasets
OS MasterMap® Topography Layer
OS MasterMap® Integrated Transport Network™ (ITN) Layer Road Routing Information
(RRI) Theme and Urban Paths Theme
ADDRESS-POINT®1
OS MasterMap® Address Layer1
OS MasterMap® Address Layer 21
National Land and Property Gazetteer1
1:10 000 Scale Raster2
OS VectorMap™ Local
1:25 000 Scale Colour Raster
1:50 000 Scale Colour Raster
Code-Point®
Code-Point® with polygons
AddressBase™ 3
AddressBase™ Plus3
1 These Datasets will, with effect from the date on which the AddressBase Datasets include coverage of
Scotland (the “AddressBase Date”), only be licensed for a further two years from the AddressBase Date.
2 1:10 000 Scale Raster will be licensed (on a dual-running basis) until 31 March 2013 only, to assist with
migration to OS VectorMap Local.
3 Ordnance Survey will use its reasonable endeavours to make the AddressBase Datasets available on or
before 1 October 2011. However, the parties acknowledge that this is subject to the cooperation of
third parties and the agreement of any amendment to this Agreement required by Ordnance Survey
(including, in particular, to the Member Licence set out at Part B of Schedule 2).
21
Unclassified
Schedule 1 - Specification
AddressBase™ Premium3
Table 1 – Core OS Datasets Supply Extents and Publication Frequency
OS Dataset
Supply Extent4
Publication
Months
of
frequency5
publication
OS MasterMap®
User-Defined
6 weekly
As published on
Topography Layer
website
OS MasterMap® ITN
User-Defined
6 weekly
As published on
Layer (Road
website
Network)
OS MasterMap® ITN
User-Defined
6 weekly
As published on
RRI Theme
website
OS MasterMap® ITN
GB, England,
Quarterly
April, July,
Urban Paths Theme Scotland or Wales
October, January
(in each case,
Urban Areas Only)
ADDRESS-POINT
GB, England,
3 monthly
February,
May,
Scotland, Wales or
August, November
GOR
OS MasterMap
GB, England,
6 weekly
As published on
Address Layer
Scotland, Wales or
website
GOR or User-
Defined
OS MasterMap
GB, England,
6 weekly
As published on
Address Layer 2
Scotland, Wales or
website
GOR or User-
Defined
National Land and
England, Wales,
6 weekly7
[tbc]
Property Gazetteer GOR or Local
Authority Area6
1:10 000 Scale
5km grid squares
3 monthly
Staggered
(linked
Raster
to contract start
date)
OS VectorMap™
5km grid squares
3 monthly
Staggered
(linked
Local
to contract start
date)
1:25 000 Scale
10km grid squares
6 monthly
May, Nov
Raster
1:50 000 Scale
20km grid squares
Annual
June
Raster
Code-Point®
GB
3 monthly
Feb, May, Aug, Nov
Code-Point® with
GB
3 monthly
Jan, Apr, Jul, Oct
Polygons
AddressBase™
GB, England,
6 weekly7
As published on
4 Note that, notwithstanding that a Supply Extent may be listed in this Table as User-Defined (or where
pre-defined extents are listed), it will, where it is supplied via the Download Service, only be supplied
in 5km by 5km geo-chunks (as set out in paragraph 3.4 (a)).
5 For the avoidance of doubt, Change Only Updates will only be available for those Datasets where
specified in the relevant Dataset Specification.
22
Unclassified
Schedule 1 - Specification
Scotland8, Wales or
website
User-Defined
AddressBase™ Plus
GB, England,
6 weekly7
As published on
Scotland8, Wales or
website
User-Defined
AddressBase™
GB, England,
6 weekly7
As published on
Premium
Scotland8, Wales or
website
User-Defined
Part B – OS OpenData Datasets
1:250 000 Scale Colour Raster
1:50 000 Scale Gazetteer
Boundary-Line™
Land-Form PANORAMA®
Meridian™ 2
MiniScale®
OS Street View®
Strategi®
Code-Point® Open
OS Locator™
OS VectorMap™ District
Table 2 – OS OpenData Datasets Supply Extents and Publication Frequency
OS OpenData Dataset
Supply Extent
Publication
Months
of
frequency
publication
Miniscale®
GB only
12 monthly
January
1:250 000 Scale Colour GB only
12 monthly
June
Raster
OS Street View®
GB;
England; 6 monthly
April and October
Scotland;
Wales;
Grid Squares
Boundary-Line™
GB only
6 monthly
May/June
and
October/November
1:50
000
Scale GB only
12 monthly
June
Gazetteer
Strategi®
GB only
12 monthly
January
Meridian™ 2
GB only
6 monthly
January and July
Land-Form PANORAMA® GB only
Frozen set
N/A
Code-Point® Open
GB only
3 monthly
February,
May,
August, November
OS Locator™
GB only
6 monthly
May and November
OS VectorMap™ District GB;
England; To be confirmed
March 2011
Scotland;
Wales;
Grid Squares
23
Unclassified
Schedule 1 - Specification
Part 2 – Formats
A – Core OS Datasets
)
)
p
p
)
om
om
)
)
f i
)
C
C
edt
)
le
mp
s
/M
p
3
4
t
B
omp
co
mi
i
efi
di
C
p
p
li
b
M
com
-
ap
W
(Un
e
ck
h
Z
p
S
fo
fo TA
Grou
Grou
i
n
n
(L
p
(Un
(
(
(Pa
L
I
I
F
F
F
F
ma
(p
F
SRI
ap
ap
FI
FI
FI
FI
SV
xt
FI
Products
GM
E
M
M
T
T
T
T
Bit
C
NTF
T
T
OS MasterMap®
Yes
x
x
x
x
x
x
x
x
x
x
x
x
Topography Layer
OS MasterMap®
Integrated
Transport
Network™ Layer
Yes
x
x
x
x
x
x
x
x
x
x
x
x
with Road Routing
Information and
Urban Paths
ADDRESS-POINT
x
x
x
x
x
x
x
x
x
Yes Yes
x
x
OS MasterMap
Yes
x
x
x
x
x
x
x
x
x
x
x
x
Address Layer
OS MasterMap
Yes
x
x
x
x
x
x
x
x
Yes
x
x
x
Address Layer 2
National Land and
Property
x
x
x
x
x
x
x
x
x
Yes
x
x
x
Gazetteer
1:10 000 Scale
x
x
x
x
Yes Yes
x
x
x
x
x
x
x
Raster (Col)
1:10 000 Scale
x
x
x
x
x
Yes Yes Yes Yes
x
x
x
x
Raster (B&W)
1:25 000 Scale
x
x
x
x
Yes
x
x
x
x
x
x
x
Yes
Colour Raster
1:50 000 Scale
x
x
x
x
Yes Yes
x
x
Yes
x
x
x
x
Colour Raster
Code-Point®
x
x
x
x
x
x
x
x
x
Yes Yes
x
x
Code-Point® with
x
Yes Yes Yes
x
x
x
x
x
x
x
x
x
polygons
OS VectorMap™
Yes
x
x
x
Yes
x
x
x
x
x
x
x
x
Local
Yes
x
x
x
x
x
x
x
x
Yes
x
x
x
AddressBase™
Yes
x
x
x
x
x
x
x
x
Yes
x
x
x
24
Unclassified
Schedule 1 - Specification
)
)
p
p
)
om
om
)
)
f i
)
C
C
edt
)
le
mp
s
/M
p
3
4
t
B
omp
co
mi
i
efi
di
C
p
p
li
b
M
com
-
ap
W
(Un
e
ck
h
Z
p
S
fo
fo TA
Grou
Grou
i
n
n
(L
p
(Un
(
(
(Pa
L
I
I
F
F
F
F
ma
(p
F
SRI
ap
ap
FI
FI
FI
FI
SV
xt
FI
Products
GM
E
M
M
T
T
T
T
Bit
C
NTF
T
T
AddressBase™ Plus
AddressBase™
Yes
x
x
x
x
x
x
x
x
Yes
x
x
x
Premium
Note that appropriate world files will be available on the dedicated public sector website.
B – OS OpenData Datasets
)
le
p
st
B
i
efi
b
com
ap
W
ck
h
f
Z
a
S
fo
i
fo TA
n
p
I
(L
(Un
(P
/M
nI
F
F
F
ma
comp)
G
F
SRI
ap
di
ap
FI omp)
FI
FI omp)
SV
Products
E
M
M
M
T
C
T
T
C
Bit
(Un
JPE
C
NTF
DX
Meridian™ 2
Yes
x
x
x
x
x
x
x
x
x
Yes
Strategi®
Yes
x
x
x
x
x
x
x
x
x
Yes
OS Street View®
x
x
x
Yes
x
x
x
x
x
x
x
1:50 000 Gazetteer
x
x
x
x
x
x
x
x
Yes
x
x
1:250 000 Colour
x
x
x
Yes
x
x
x
x
x
x
x
Raster
Miniscale®
x
x
x
Yes
x
x
x
x
x
x
x
Boundary-Line™
Yes
x
x
x
x
x
x
x
x
x
x
Land-Form PANORAMA®
x
x
x
x
x
x
x
x
x
x
Yes
(Contours)
Land-Form PANORAMA®
x
x
x
x
x
x
x
x
Yes
Yes
x
(DTM)
OS VectorMap™ District
Yes
x
x
x
x
x
x
x
x
x
x
(vector)
OS VectorMap™ District
x
x
x
Yes
x
x
x
x
x
x
x
(raster)
Code-Point® Open
x
x
x
x
x
x
x
x
Yes
x
x
OS Locator™
x
x
x
x
x
x
x
x
Yes
x
x
Note that appropriate world files will be supplied with relevant raster Datasets.
Part 3 – Supply Services
25
Unclassified
Schedule 1 - Specification
1
Expected timetable for delivery
Ordnance Survey will make the Data available from 1 April 2011, in the
Formats specified in Part 2 above, by way of:
online ordering mechanisms, enabling Members to select and order the
Data they require; and
a fulfilment mechanism, enabling Members to receive the Data they have
ordered via the ordering mechanisms. The fulfilment mechanism will
make Data available either by way of the Download Service, Physical
Media Service or FTP, as specified in paragraph 3 below.
In the event that, as at 1 July 2010, (a) any Member is supplied with a Dataset
under the PGA or the MSA or the GLA Agreement in a format which is not
specified in Part 2 above, and (b) such Member (the “Legacy Supply Member”)
continues to be so supplied immediately prior to the Commencement Date of
this Agreement, then Ordnance Survey will continue to supply such Dataset to
such Legacy Supply Member (but, for the avoidance of doubt, not to any other
Members) in such format (the “Legacy Collective Formats”) until a date to be
agreed between Ordnance Survey and BIS, but which shall be no later than 31
March 2013 (the “Longstop Date”). Following the Longstop Date, all Datasets
shall only be available for supply in the Formats specified in Part 2 above.
Legacy Collective Formats shall be ordered from and supplied by Ordnance
Survey under arrangements to be agreed between Ordnance Survey and the
relevant Legacy Supply Member. The provisions of paragraphs 2 and 3 below
shall not apply to the Legacy Collective Formats.
2
Online Ordering
2.1
Summary
All Members will have access to the Ordnance Survey online ordering
mechanisms.
The online ordering mechanisms will be the only way for Members to order
Data, and will enable Members to select any Dataset specific supply options
(eg. data formats, data supply mechanism, data refresh/update options).
26
Unclassified
Schedule 1 - Specification
Assistance in the use of the online ordering mechanism will be provided as
described in Part 4 below.
2.2
Service Registration
Subject to paragraph 2.4 below, Members’ registered users will have access to
the online ordering mechanism. Each Member will nominate a ‘Principal
Contact’ who will receive a login ‘credential’ (email_address/password
combination). Principal Contacts will be able to administer the user
community for their organisation, including adding, blocking, unblocking and
deleting individual user accounts and the assignment of rights. In addition to
registered users from within a Member’s organisation, each Member will be
entitled to nominate one email address from outside of the Member’s
organisation to receive electronic delivery of data via the online ordering
system, provided that such email address is the email address of a third party
which has been appointed as a Contractor (under clause 2.6 of the Member
Licence set out in Part B of Schedule 2 (Licence Terms)) on behalf of the
Member.
2.3
Capability Overview
The online ordering mechanism will provide a range of functionality to users
including:
Geospatial polygon import function (for importing user-defined areas to
assist with ordering of Data);
A Library where imported geospatial polygons and polygons created by
users within the mechanism can be saved along with Ordnance Survey
defined polygons, user-defined shopping basket contents and order
history;
Mapping and Item Definition Tools for the purpose of defining and saving a
Dataset order for a defined geographical area;
Shopping Basket and Check-out functionality to place a Dataset order for a
defined geographical area;
27
Unclassified
Schedule 1 - Specification
User Administration capabilities for managing an organisation’s user base
(mentioned above), including password management and contact
information;
Order Confirmation and Status Messaging informing users and Principal
Contacts of order placement, order acceptance and order ready/despatch
notification.
2.4
As at the Commencement Date, there will be two online ordering
mechanisms: one for Core OS Datasets (the “Core Online Mechanism”), and
one for OS OpenData Datasets (the “OS OpenData Portal”). Paragraphs 2.2
and 2.3 above only relate to the Core Online Mechanism. Ordnance Survey
will use reasonable endeavours to make the OS OpenData Datasets available
to Members under the Core Online Mechanism on or before 1 July 2011.
Notwithstanding paragraphs 3.3(a) and (b) below, respectively, neither Hard
Disk Drive nor despatch by a carrier other than Royal Mail will be options
under the OS OpenData Portal.
3
Data Supply
3.1
Existing holdings
Members of the PGA, MSA and GLA Agreement will be obliged to retain their
existing Dataset holdings licensed under such agreements, provided that such
Datasets are also licensed under their Member Licence pursuant to this
Agreement. For the avoidance of doubt, as of 1 April 2011, such holdings will
be licensed under the terms of this Agreement.
3.2
Initial orders, resupplies and updates
Users’ Dataset orders will be supplied to the Member by the supply method
selected by a user from an option or options appropriate (as determined by
Ordnance Survey) to the format, geography and coverage selected by the
user.
3.3
Physical Media Service
(a)
As of 1 April 2011, physical media options will be Digital Versatile Disk
(DVD) and external Hard Disk Drive (HDD).
28
Unclassified
Schedule 1 - Specification
Ordnance Survey reserves the right to charge for data supply using HDD
where the data volume associated with an order is less than that which
could be supplied more reasonably using an alternative physical
medium (i.e. DVD). If charged, HDD will be charged at £150.00 plus
VAT per HDD supplied, provided that such figure may, in the discretion
of Ordnance Survey, be varied to reflect RPIX no more frequently than
annually (and, for the avoidance of doubt, where Ordnance Survey
does not vary the figure to reflect RPIX in any year or years, it shall be
entitled to vary the figure to reflect RPIX for such years
retrospectively).
(b)
Physical Media Delivery Specification
Ordnance Survey reserves the right to change the delivery method
from time to time but, as from 1 April 2011:
Customer orders will be despatched via the Royal Mail postal
service (2nd Class mail);
Alternatively customer orders may be despatched by an alternative
carrier at a Member’s request, subject to additional charge at the
prevailing rate.
(c)
Physical Media Re-Use Specification
Ordnance Survey promotes and encourages the re-use of HDD for
subsequent data supply wherever possible. Where reasonable,
Members shall return HDDs to Ordnance Survey (in return for a
reasonable refund to be agreed between the Member and Ordnance
Survey) to support this level of re-use.
3.4
Electronic Transfer Mechanisms
Electronic Transfer Mechanisms will comprise FTP (File Transfer Protocol) and
a Download Service capability.
(a)
Download Service
All Datasets, other than ADDRESS-POINT, OS MasterMap Address Layer,
OS MasterMap Address Layer 2 and the National Land and Property
29
Unclassified
Schedule 1 - Specification
Gazetteer (and Change Only Updates of OS MasterMap Topography
Layer and OS MasterMap ITN + RRI Datasets)9 will be capable of being
supplied by the Download Service, save only that in order to receive
Data from the Download Service, the relevant Member’s IT systems
may require appropriate software to have been installed. OS
MasterMap and AddressBase Data supplied by the Download Service
will only be supplied in 5km by 5km geo-chunks.
(b)
FTP
OS MasterMap Topography Layer, OS MasterMap ITN + RRI Datasets, OS
MasterMap Address Layer, OS MasterMap Address Layer 2, AddressBase,
AddressBase Plus and AddressBase Premium (and Change Only Updates
of the National Land and Property Gazetteer) will, to the extent the
order does not exceed 400 megabytes, be capable of being supplied by
FTP.
Part 4 – Support Services
Support Services means Account Management Support Services, Technical Support
Services and Additional Support Services, as described in paragraphs 1, 2 and 3
below, respectively.
In relation to the Support Services, note that where errors have resulted directly
from the in-house development of Ordnance Survey data by a Member, Ordnance
Survey will endeavour to support the Member in the resolution of the issue through
the Technical Support Services. However, Ordnance Survey will not supply Support
Services in relation to issues that are clearly related to third party applications and
soft/hardware issues (although Ordnance Survey will, where reasonable for it to do
so, facilitate contact between the Member and the third party).
1
Account Management Support Services
Account Management Support Services for Tier 1 and Tier 2 Members are as set out in
paragraphs 1.1 and 1.2 below.
1.1
Tier 1 Members
9 Note that Change Only Updates of OS MasterMap Topography Layer and OS MasterMap ITN + RRI will be
capable of being supplied by the Download Service on or before 1 July 2011.
30
Unclassified
Schedule 1 - Specification
(a)
An account manager will have overall responsibility for Ordnance
Survey’s delivery of management and support services to a Tier 1
Member. The level of account manager contact and support for Tier 1
Members will be dependent upon the individual level of requirements
of the Tier 1 Member, as determined by Ordnance Survey.
(b)
The objectives of the account manager will include:
engaging with and creating partnerships with senior stakeholders
within Tier 1 Members to champion the adoption of geographic
information to underpin government policy and improve public
service delivery;
managing the relationship with Tier 1 Members and developing a
strong understanding of their internal business processes and
needs, linking those to Ordnance Survey’s products and services
and acting as their advocate when representing their needs within
Ordnance Survey;
promoting the range of Ordnance Survey products, services,
policies and developments to new and mature users within the
Tier 1 Members.
(c)
The account manager will:
offer each Tier 1 Member at least one meeting per annum (which
will be either a face to face or a group meeting, or attendance by
the account manager at a conference at which a number of Tier 1
Members are present);
ensure that Ordnance Survey provides authoritative product,
service and licensing advice, and basic technical advice, and will
lead Ordnance Survey’s technical support team in supporting the
Tier 1 Members in providing more complex product and process
advice and training services; and
coordinate and work closely with the dedicated public sector
helpdesk and other Ordnance Survey units to try to resolve issues
to the Tier 1 Member’s satisfaction.
31
Unclassified
Schedule 1 - Specification
1.2
Tier 2 Members
Support for Tier 2 Members will be “self-help” in nature, and will comprise:
access to a dedicated public sector website, which will include
moderated community support forum(s)/network(s);
access to a dedicated public sector helpdesk;
suggesting an appropriate Tier 1 Member which a Tier 2 Member
may wish to approach as a “buddy”; and
facilitating the development of a representative “user group”
using new mediums to provide a broader support and reach to the
Tier 2 Member community.
1.3
Notwithstanding paragraphs 1.1 and 1.2 above and paragraph 3 below, in any
Year Ordnance Survey shall not be obliged to provide:
(a)
Account Management Support Services, or
(b)
Additional Support Services which do not relate to technical support
(“Non Technical Additional Support Services”)
to the extent that in aggregate Ordnance Survey has spent in excess of 15
man years in providing the Account Management Services and the Non
Technical Additional Support Services in such Year.
1.4
Any account management services not included in paragraphs 1.1 and 1.2
above shall not be provided under this Agreement or any Member Licence,
save where specifically agreed in writing by Ordnance Survey.
2
Technical Support Services
Technical Support Services for Tier 1 and Tier 2 Members are as set out in paragraphs
2.1 and 2.2 below.
2.1
Tier 1 Members
(a)
The objective of the Technical Support Services will be to assist Tier 1
Members in understanding, ordering, loading and using the Data.
(b)
The Technical Support Services will comprise:
32
Unclassified
Schedule 1 - Specification
access to dedicated technical support via a named account
manager or via the dedicated public sector helpdesk;
creation of case studies to illustrate the value of geographic data
at the centre of government policy and to improve public service
delivery; and
provision of technical content and a moderated community
support forum within a dedicated public sector website.
2.2
Tier 2 Members
Technical Support Services for Tier 2 Members will comprise:
provision of technical content and a moderated community
support forum within a dedicated public sector website; and
access to technical support via a dedicated public sector website.
2.3
Notwithstanding paragraphs 2.1 and 2.2 above, in any Year Ordnance Survey
shall not be obliged to provide:
(a)
Technical Support Services, or
(b)
Additional Support Services which relate to technical support
(“Technical Additional Support Services”)
to the extent that in aggregate Ordnance Survey has spent in excess of 16
man years in providing the Technical Support Services and the Technical
Additional Support Services in such Year.
2.4
Any technical support services not included in paragraphs 2.1 and 2.2 above
shall not be provided under this Agreement or any Member Licence, save
where specifically agreed in writing by Ordnance Survey.
3
Additional Support Services
Ordnance Survey will, in addition to its corporate website, make available a specific
affiliated micro-site (i.e. the dedicated public sector website) for the Members.
Collectively the websites will offer all Members access to technical support,
guidance, newsletters, case studies, Dataset portfolio, associated Dataset
information, contact information for other Members (subject to the consent of the
33
Unclassified
Schedule 1 - Specification
relevant other Member), previous Quarterly Reports and other information, including
frequently asked questions (FAQs), located either on the micro-site or the main
Ordnance Survey website as appropriate.
Where an answer to a specific enquiry is required that has not been answered
through the “self-help” environment, the Member will be able to contact a dedicated
public sector helpdesk, either by e-mail, letter or telephone. The helpdesk will be
open on Working Days to receive telephone calls between 08.30 and 17.30.
The helpdesk will also facilitate appointments for visits to Tier 1 Members by account
managers and arrange technical support as necessary.
If the helpdesk is unable to resolve any individual issue, where appropriate it will
escalate communication to one of the following to respond:
a contract manager, for queries relating to the Member Licence;
in relation to Tier 1 Members only, to such Member’s account manager, for
regular communication about the Member’s business and basic technical
requirements, explanations and demonstrations of Ordnance Survey products,
coordination of other Ordnance Survey resources and ownership of issues
escalated from the helpdesk;
in relation to Tier 1 Members only, the technical support team for training and
detailed business and product demonstrations, discussions and workshops; or
other technical specialists for other detailed matters, such as data collection
issues.
Ordnance Survey will publish a newsletter to all Members at least once every six
months to ensure that each Member is kept informed of issues including
enhancements to any Dataset, release schedules for updates to any Dataset, case
studies of applications and any other issues as jointly agreed by the parties.
Ordnance Survey will cooperate with the GI Group to hold at least one event during
each Year, with a view to bringing together the public sector community, sharing
best practice and communicating updates.
Any additional support services not included above shall not be provided under this
Agreement or any Member Licence, save where specifically agreed in writing by
34
Unclassified
Schedule 1 - Specification
Ordnance Survey.
Part 5 – Service Levels
The Service Levels set out below do not, in the event they are not met, lead to
service credits or give rise to a right to damages or to terminate the Agreement.
Instead, the information collected against each will be used by Ordnance Survey and
the GI Group to identify any desired changes to the Dataset Specifications, service
delivery, etc.. The Service Levels will evolve by agreement of the parties as (a) the
Datasets within the Agreement are varied in accordance with the Agreement, or (b)
to reflect changing emphasis.
35
Unclassified
Schedule 1 - Specification
Activity
Service Level
Aim
Measurement criteria
Supply of
Ordnance Survey shall
To ensure that
Any instances where
Data on
ensure that 99% of
Data is
Ordnance Survey has not
request
Datasets specified by
delivered
dispatched data within
Members via the online
within the
this timeframe will
ordering mechanisms are
agreed
result in Ordnance
dispatched or (where
timescales
Survey:
appropriate) made
explaining to the
available online to
Member why the
Members within 15
Service Level was not
Working Days of receipt of
met;
the order being
submitted.
amending business
processes, as
appropriate, to limit
likelihood of the same
instance reoccurring;
recording the failure,
resolution and any
changes to processes
in the next Quarterly
Report for the GI
Group.
Supply of
Ordnance Survey shall
To ensure that
Any instances where
Data
ensure that 99% of Change Updates are
Ordnance Survey has not
updates
Only Updates, Updates
delivered
dispatched data within
and annual resupplies of
within the
this timeframe will
Datasets are available to
agreed
result in Ordnance
Members to order in
timescales
Survey:
accordance with Part 3 of
explaining to the
Schedule 1 (Specification)
Member why the
within 15 Working Days of
Service Level was not
the last Working Day of
met;
the specified month for
that relevant Dataset
amending business
update for that Year.
processes, as
appropriate, to limit
likelihood of the same
instance reoccurring;
recording the failure,
resolution and any
changes to processes
in the next Quarterly
Report for the GI
Group.
Metadata
Discovery Level Metadata
To ensure
Any instances where
for each Dataset will be
accurate and
Ordnance Survey has not
made available via the
timely
published the Metadata
Ordnance Survey website
Metadata is
with Base Data will
and/or the OS OpenData
delivered in
result in Ordnance
website (on the relevant
support of the
Survey:
Dataset technical pages),
Base Data.
explaining to the
in both HTML and XML
36
Unclassified
Schedule 1 - Specification
Activity
Service Level
Aim
Measurement criteria
formats, in accordance
Member why the
with Ordnance Survey’s
Service Level was not
published policy.
met;
amending business
processes, as
appropriate, to limit
likelihood of the same
instance reoccurring;
recording the failure,
resolution and any
changes to processes
in the next Quarterly
Report for the GI
Group.
Error
Ordnance Survey shall
To ensure that
Any instances where
reports -
acknowledge 99% of each
Ordnance
Ordnance Survey has not
receipt
clearly identified Error
Survey
acknowledged Reports
handling
Report submitted by a
acknowledges
within the timetable set
Member:
Member Error
out will result in
Reports
Ordnance Survey:
(a) by 11am on the day
explaining to the
the Error Report is
Member why the
submitted provided
Service Level was not
the Error Report is
met;
submitted before 9 am
on a Working Day;
amending business
(b) within 2 hours of the
processes, as
Error Report being
appropriate, to limit
submitted provided
likelihood of the same
the Error Report is
instance reoccurring;
submitted after 9am
recording the failure,
but before 3pm on a
resolution and any
Working Day; and
changes to processes
(c) by 11am on the next
in the next Quarterly
Working Day after the
Report for the GI
Error Report is
Group.
submitted if the Error
Report is submitted
after 3pm on a
Working Day or at any
time on a day which is
not a Working Day.
Error
Ordnance Survey must
To ensure the
Any instances where
reports –
resolve 98% of the clearly Ordnance
Ordnance Survey has not
resolution
identified Error Reports to Survey is
resolved Reports within
the Member’s reasonable
responsive to
the timetable set out
satisfaction within 5
resolving all
will result in Ordnance
Working Days of receipt of Error Reports
Survey:
the Error Report, save
explaining to the
that if, on submission of
Member why the
the Error Report,
Service Level was not
37
Unclassified
Schedule 1 - Specification
Activity
Service Level
Aim
Measurement criteria
Ordnance Survey
met;
reasonably considers that
explaining any
the Error Report cannot
individual instances
be resolved within 5
where errors have not
Working Days of
been resolved in the
submission of the Error
next scheduled
Report, the relevant
supply;
Member will be notified
accordingly and will, at
amending business
the same time, be given a
processes, as
proposed timetable for
appropriate, to limit
the resolution of the Error
likelihood of the same
Report (and, for the
instance reoccurring;
avoidance of doubt,
recording the failure,
Ordnance Survey shall,
resolution and any
having reached agreement
changes to processes
with the Member as to the
in the next Quarterly
timetable, resolve the
Report for the GI
Error Report within such
Group.
timetable).
Website
Ordnance Survey will
To ensure that
Any instances where
provide a dedicated
Members have
Ordnance Survey has not
public sector website for
access to a
met the 99% availability
use of the Members, in
regularly
level in any Year will
accordance with Part 4 of updated
result in Ordnance
this Schedule 1
website
Survey:
(Specification). The
explaining to the
website should be
Member why the
available for 99% of the
Service Level was not
Working Days (and, for
met;
the avoidance of doubt, in
this instance a Working
amending business
Day shall comprise 24
processes, as
hours) in each Year.
appropriate, to limit
Ordnance Survey will
likelihood of the same
provide evidence of
instance reoccurring;
uptime statistics to
recording the failure,
demonstrate
resolution and any
availability/usage.
changes to processes
in the next Quarterly
Report for the GI
Group.
38
Unclassified
Schedule 2 – Part A
Schedule 2
Licence Terms
Part A – OS OpenData Licence Terms
The Licence Terms set out in this Part A apply to the OS OpenData Datasets only.
------------------------------
This licence governs your access to and use of OS OpenData™ made available at
https://www.ordnancesurvey.co.uk/opendatadownload/products.html
and
at
http://data.ordnancesurvey.co.uk/ by The Secretary of State for Business,
Innovation and Skills, acting through Ordnance Survey (the ‘Licensor’ and
‘Information Provider’) under a delegation of authority.
It incorporates the Open Government Licence for public sector information (see
below and
http://www.nationalarchives.gov.uk/doc/open-government-licence/)
which is varied by the following terms:
You must always use the following attribution statement to acknowledge the source
of the information:
Contains Ordnance Survey data © Crown copyright and database right [year] You must also use the following attribution statement where you use Code-Point®
Open data:
Contains Royal Mail data © Royal Mail copyright and database right [year].
The same attribution statements must be contained in any sub-licences of the
Information that you grant, together with a requirement that any further sub-
licences do the same.
OS OpenData™ is covered by either Crown Copyright, Crown Database Right, or has
been licensed to the Crown.
You are encouraged to use and re-use the Information that is available under this
licence, the Open Government Licence, freely and flexibly, with only a few
conditions.
Using information under this licence
Use of copyright and database right material expressly made available under this
licence (the ‘Information’) indicates your acceptance of the terms and conditions
below.
The Licensor grants you a worldwide, royalty-free, perpetual, non-exclusive licence
to use the Information subject to the conditions below.
This licence does not affect your freedom under fair dealing or fair use or any other
copyright or database right exceptions and limitations.
39
Unclassified
Schedule 2 – Part A
You are free to:
copy, publish, distribute and transmit the Information;
adapt the Information;
exploit the Information commercially for example, by combining it with other
Information, or by including it in your own product or application.
You must, where you do any of the above:
acknowledge the source of the Information by including any attribution
statement specified by the Information Provider(s) and, where possible, provide
a link to this licence;
If the Information Provider does not provide a specific attribution statement,
or if you are using Information from several Information Providers and
multiple attributions are not practical in your product or application, you
may consider using the following:
Contains public sector information licensed under the Open Government
Licence v1.0.
ensure that you do not use the Information in a way that suggests any official
status or that the Information Provider endorses you or your use of the
Information;
ensure that you do not mislead others or misrepresent the Information or its
source;
ensure that your use of the Information does not breach the
Data Protection Act
1998 or the Privacy and Electronic Communications (EC Directive) Regulations
2003.
These are important conditions of this licence and if you fail to comply with them the
rights granted to you under this licence, or any similar licence granted by the Licensor,
will end automatically.
Exemptions
This licence does not cover the use of:
personal data in the Information;
Information that has neither been published nor disclosed under information access
legislation (including the Freedom of Information Acts for the UK and Scotland) by
or with the consent of the Information Provider;
departmental or public sector organisation logos, crests and the Royal Arms except
where they form an integral part of a document or dataset;
military insignia;
third party rights the Information Provider is not authorised to license;
Information subject to other intellectual property rights, including patents,
trademarks, and design rights; and
40
Unclassified
Schedule 2 – Part A
identity documents such as the British Passport.
No warranty
The Information is licensed ‘as is’ and the Information Provider excludes all
representations, warranties, obligations and liabilities in relation to the Information
to the maximum extent permitted by law.
The Information Provider is not liable for any errors or omissions in the Information
and shall not be liable for any loss, injury or damage of any kind caused by its use.
The Information Provider does not guarantee the continued supply of the
Information.
Governing Law
This licence is governed by the laws of the jurisdiction in which the Information
Provider has its principal place of business, unless otherwise specified by the
Information Provider.
Definitions
In this licence, the terms below have the following meanings:
‘
Information’
means information protected by copyright or by database right (for example, literary
and artistic works, content, data and source code) offered for use under the terms of
this licence.
‘
Information Provider’
means the person or organisation providing the Information under this licence.
‘
Licensor’
means any Information Provider which has the authority to offer Information under
the terms of this licence or the Controller of Her Majesty’s Stationery Office, who
has the authority to offer Information subject to Crown copyright and Crown
database rights and Information subject to copyright and database right that has
been assigned to or acquired by the Crown, under the terms of this licence.
‘
Use’
as a verb, means doing any act which is restricted by copyright or database right,
whether in the original medium or in any other medium, and includes without
limitation distributing, copying, adapting, modifying as may be technically necessary
to use it in a different mode or format.
‘
You’
means the natural or legal person, or body of persons corporate or incorporate,
acquiring rights under this licence.
About the Open Government Licence
The Controller of Her Majesty’s Stationery Office (HMSO) has developed this licence
as a tool to enable Information Providers in the public sector to license the use and
re-use of their Information under a common open licence. The Controller invites
public sector bodies owning their own copyright and database rights to permit the
use of their Information under this licence.
The Controller of HMSO has authority to license Information subject to copyright and
database right owned by the Crown. The extent of the Controller’s offer to license
this Information under the terms of this licence is set out in the
UK Government
Licensing Framework.
41
Unclassified
Schedule 2 – Part A
This is version 1.0 of the Open Government Licence. The Controller of HMSO may,
from time to time, issue new versions of the Open Government Licence. However,
you may continue to use Information licensed under this version should you wish to
do so.
These terms have been aligned to be interoperable with any Creative Commons
Attribution Licence, which covers copyright, and Open Data Commons Attribution
License, which covers database rights and applicable copyrights.
Further context, best practice and guidance can be found in the
UK Government
Licensing Framework section on The National Archives website.
Part B – Member Licence
The Member Licence set out in this Part B applies to those Datasets set out in Part A
of Schedule 1 (Specification).
42
Unclassified
Schedule 3 – Payment Provisions
Schedule 3
Payment Provisions
1
Annual Fee
1.1
The Annual Fee in respect of Year 1 is £55,000,000.00 (fifty five million
pounds).
1.2
The Annual Fee in respect of Year 2 (“
AF2”) is calculated as follows:
AF2 = (55,000,000 x (1+I)) – 2,000,000
1.3
The Annual Fee in respect of Year 3 (“
AF3”) is calculated as follows:
AF3 = (AF2 x (1+I)) – 2 million
1.4
The Annual Fee in respect of Year 4 (“
AF4”) is calculated as follows:
AF4 = (AF3 x (1+I)) – 1 million
1.5
Subject to paragraph 1.6, for Years subsequent to Year 4 the Annual Fee will
be calculated using the following formula:
Anew = (A - (A x (
Op ) x E)) x (1+I)
R
Where:
Anew is the Annual Fee for the Year in question.
A is the prior Year’s Annual Fee
Op is the element of operating expenditure relevant to the corporate
efficiency target in the prior financial year
R is the total trading revenue of Ordnance Survey in the prior financial year
E is 50% of the actual corporate efficiency achieved against Op in the previous
financial year, expressed as a decimal and capped at a maximum of 0.025
I is the inflation factor, being CPI as defined in paragraph 2 below and
calculated using the figure for September in the prior Year, expressed as a
decimal.
43
Unclassified
Schedule 3 – Payment Provisions
1.6
The value of (A x (
Op ) x E) shall not, in the calculation of the Annual Fee for
R
any of Years 5 to 10, exceed £1,000,000.00 (one million pounds) nor be less
than £500,000.00 (five hundred thousand pounds).
1.7
Each of Op, R and E are subject to external audit shortly after the end of each
financial year. The parties acknowledge that, as a result, Anew will not be
finally determined by the date of the first of each Year’s two invoices. The
parties therefore agree that the first of each Year’s invoices will be based on
an estimated figure, and any required adjustments will be made in the second
of each Year’s invoices.
1.8
Ordnance Survey will invoice the Annual Fee in advance in two instalments (in
April and October) each Year. The two instalments in each relevant Year
shall, subject to any required adjustment pursuant to paragraph 1.7, be
equal. Each invoice shall be due and payable by BIS within 30 days of such
invoice.
1.9
The parties acknowledge that the Annual Fee is based on an assumption that
the AddressBase Datasets would be made available with effect from the
Commencement Date. Since the AddressBase Datasets will not be available
with effect from such date, the parties may wish to meet to discuss whether a
variation to the Annual Fee is appropriate and, if so, the amount of such
variation. For the avoidance of doubt, no variation to the Annual Fee shall be
made without the agreement of both parties.
1.10 For the avoidance of doubt, the Annual Fee does not include any royalties
which may be due to Royal Mail.
2
CPI
CPI means the index published monthly by the Office for National Statistics in table
CPI12 (CPI all items percentage change over 12 months) or failing such publication
such other index or adjustments to the Index as the parties may agree in writing.
44
Unclassified
Schedule 4 – Dispute Resolution Procedure
Schedule 4
Dispute Resolution Procedure
1
Where any dispute, difference or question between BIS and Ordnance Survey
arising out of or in connection with this Agreement (a
Matter) cannot be
resolved between the BIS Agreement Manager and the Ordnance Survey
Agreement Manager, either of them shall be entitled, by written notice to the
other, to refer the Matter to a senior representative of BIS and of Ordnance
Survey in accordance with paragraph 2 below.
2
Where a notice of referral has been given pursuant to paragraph 1, a senior
representative of BIS (Grade PB1 (in the Senior Civil Service pay structure) or
above or a director or a person of equivalent authority) and a senior
representative of Ordnance Survey (a director or a person of equivalent
authority) (each a
Senior Representative) shall meet within fifteen (15) Working
Days from, but excluding, the date when the recipient receives the notice of
referral, to endeavour to resolve the Matter. Each Senior Representative may be
accompanied to such meeting by such other person or persons (not to exceed
three) as that Senior Representative considers appropriate. Where the parties
agree, the Senior Representatives shall not have had direct operational
involvement in the Matter and shall not have had direct involvement in any
previous negotiations in relation to the Matter.
3
Where the Senior Representatives are able to agree a resolution to the Matter,
the Senior Representatives shall arrange for that agreement to be recorded in
writing and the agreed written resolution shall be binding upon BIS and Ordnance
Survey.
4
Where the Senior Representatives are unable to agree a resolution to the Matter
within ten (10) Working Days, then the parties may, at any time, agree to refer
the Matter to the relevant Minister for resolution. In the event of such a
referral, any process commenced pursuant to paragraph 5 shall cease.
5
Where the Senior Representatives are unable to agree a resolution to the Matter
within ten (10) Working Days either party (the
Requestor) may request that the
other party (the
Recipient)
enters into a process of mediation or early neutral
evaluation in a further effort to resolve the Matter (a
Request). Any Request
shall:
45
Unclassified
Schedule 4 – Dispute Resolution Procedure
(a) be made in writing;
(b) specify which of the two processes the Requestor wishes to use; and
(c) propose in outline the procedure to be adopted for the specified process,
including provision as to timing, sharing of costs and volume of
documentation, having regard to the sum in issue and the complexity of the
Matter.
6
The Recipient shall, within fifteen (15) Working Days from, but excluding, the
date it receives the Request:
(a) determine whether it considers it appropriate to use the specified process in
an effort to resolve the Matter; and
(b) send written notice of its determination to the Requestor. If the Recipient’s
determination is that it does not consider it appropriate to use the specified
process, the Recipient shall give in its written notice brief reasons for that
determination.
7
If the Recipient's determination pursuant to paragraph 6 is that it is appropriate
to use the specified process, the written notice sent pursuant to paragraph 6
shall:
(a) state which, if any, of the Requestor’s outline proposals for the procedure
are acceptable to the Recipient; and
(b) to the extent that the Recipient is unable to agree to such outline proposals,
state its outline proposals in respect of the procedure, having regard to the
sum in issue and the complexity of the Matter. Such written notice may also
contain proposals as to any matter that the Recipient considers ought to
have been dealt with in the outline proposals in the Request, but that were
not so dealt with.
8
Where the Recipient’s determination under paragraph 6 is that it is appropriate
to use the specified process, BIS and Ordnance Survey shall use reasonable
endeavours to conclude an agreement to operate the specified process.
46
Unclassified
Schedule 5 – GI Group Principles
Schedule 5
GI Group Principles
The GI Group will represent the interests of the public sector, advising BIS on
strategic management of the Agreement. It will act as an intelligent and forward-
thinking public sector customer for geographic data.
The GI Group has three key objectives:
(a)
to secure access to the geographic information the public sector requires from
a dynamic, innovative and sustainable geographic information supply base
(the “GI supply base” being the national mapping agency, Ordnance Survey,
for this Agreement and the national mapping agency and other private sector
geographic information providers for products and services outside this
Agreement); and
(b)
to ensure that the GI supply base has incentives to continuously and
sustainably improve the value for money of the geographic information data
and services it provides to the public sector; and
(c)
to work collaboratively with Ordnance Survey with a view to maximising the
utility of the data provided under this Agreement, whilst recognising the data
supply and specification needs of the private sector, so that the data meets
the public sector’s needs in terms of relevance and quality, enabling the
public sector to achieve its strategic objectives and deliver value for money
over the longer term.
It will be led by an independent chair, and other members (“Group Members”) will
be employed in senior positions in the public sector. Group Members will be selected
and appointed by BIS, provided that BIS shall consult with and take into account the
views of Ordnance Survey as to the identity of such Group Members.
Group Members will represent the interests of the public sector as a whole, as
opposed to individual constituencies. Ordnance Survey will be invited to attend GI
Group meetings, but will not be formal Group Members. The GI Group will be
supported by a small Secretariat.
47
Unclassified
Schedule 5 – GI Group Principles
The Secretariat will be separate from BIS’s ownership function, with resources likely
to be drawn from existing structures in the public sector. It will report to the Chair
of the GI Group.
The GI Group, through its Group Members and the Secretariat, will engage with
public sector stakeholders to provide feedback on the performance of the Agreement
and proposals for changes to the Agreement.
48
Unclassified
Schedule 6 – Agreement Managers
Schedule 6
Agreement Managers
1
Ordnance Survey Agreement Manager:
Strategic Development Manager
Ordnance Survey
Adanac Drive
SOUTHAMPTON
United Kingdom
SO16 0AS
Tel:
Mobile:
Email:
2
BIS Agreement Manager:
BIS
1 Victoria Street
LONDON
SW1H 0ET
Tel:
Mobile:
Email:
49
Unclassified
Schedule 7 – Changes to Agreement
Schedule 7
Changes to Agreement
1
General principles
1.1
GI Group input into product and service development
The GI Group will work closely with Ordnance Survey’s Account and Product
Management team to help inform the future requirements for Dataset
Specifications and future service delivery platforms. This enhanced level of
joint working will ensure that the collective requirements of the public sector
are regularly and fully articulated and that the Data and Services delivered
throughout the Term are able to evolve so as to remain relevant to the public
sector’s requirements for geographic information.
In particular:
(a)
during the first 12-24 months of the Agreement, the GI Group will
undertake a thorough initial analysis of the public sector’s
requirements, looking over a period of 3 – 10 years into the future. It
will work with Ordnance Survey to determine how the data provided
under the Agreement might evolve over time to enable delivery of
more effective and efficient public services. This activity may be
repeated periodically as required;
(b)
the GI Group will periodically review the continued suitability of the
Specification in meeting Government’s objectives and in light of
related developments and innovations in the market place.
The GI Group will make recommendations to BIS for any desired changes to
the Specification. BIS will agree the terms of any changes with Ordnance
Survey in accordance with the Agreement.
Where BIS makes requests for desired changes to the Agreement, Ordnance
Survey will, where relevant, develop a proposed price for providing any
additional data by taking into account such factors as the costs of production,
a contribution to common costs and a reasonable rate of return. In addition
Ordnance Survey will take into account any potential commercial
opportunities associated with providing the same data to private sector users.
50
Unclassified
Schedule 7 – Changes to Agreement
1.2
Ordnance Survey’s business model
The Data and Services provided under the Agreement are delivered from
Ordnance Survey’s data specifications, data capture technologies and
processes, data management systems and IT infrastructure. In addition to
supporting this Agreement, these data specifications, processes, technologies,
systems and infrastructure support Ordnance Survey’s other commercial and
competitive products and services, and in many instances are part of an
integrated business model.
During the Term, Ordnance Survey will seek to (i) enhance and continuously
improve all of its products and services in response to user feedback, (ii)
develop new products and services in response to market demand, and (iii)
withdraw those products and services for which there is no longer sufficient
customer demand and where new products have been introduced.
BIS acknowledges that changes to data specifications, processes,
technologies, systems and infrastructure may be required to enable Ordnance
Survey to maintain the market leading brand and product portfolio it has
established, and these changes may result in changes to the Data and
Services. Such changes would be in response to customer demand and would
be introduced following appropriate discussion with the GI Group.
BIS accepts that such changes are a natural part of Ordnance Survey’s
business model, and result from Ordnance Survey’s presence in a fast moving
and competitive market.
1.3
Ordnance Survey and GI Group – meetings
Ordnance Survey will seek to meet with the GI Group on a regular basis and
use this group and its Secretariat as the conduit for all feedback on the
current content, specification and delivery of the Data and Services included
in the Agreement. In addition, Ordnance Survey will provide the GI Group
with regular updates on new product developments and future plans relating
to products and services (including the Data and Services, as well as other
products and services which may be of interest to the GI Group and the public
sector interests it represents).
51
Unclassified
Schedule 7 – Changes to Agreement
2
Category 1 Changes
2.1
A
Category 1 Change is any withdrawal or replacement of a Dataset or of the
Download Service or Physical Media Service provided under this Agreement.
2.2
A Category 1 Change shall only be made by agreement between the parties,
save for a Category 1 Change made by Ordnance Survey pursuant to Clause 2.3
of the Agreement. For the avoidance of doubt, such agreement may involve
changes to other terms of this Agreement, including as to the Annual Fee. For
the avoidance of doubt, where the parties are unable to agree a Category 1
Change, such a change shall not be referable to dispute resolution under
Clause 16 or otherwise, unless the parties expressly agree to such a referral.
3
Category 2 Changes
3.1
A
Category 2 Change is any change to any Dataset Specification or to the
Services which does not constitute a Category 1 Change (defined in paragraph
2.1 above).
3.2
Where, in the reasonable opinion of Ordnance Survey, a Category 2 Change
will not have a significant impact (positive or negative) on the Members as a
whole, then Ordnance Survey will notify BIS and the GI Group of the details of
the change no less than 3 months prior to making such change. If (a) in the
reasonable opinion of BIS, a Category 2 Change notified by Ordnance Survey
will have a significant impact on the Members as a whole, and (b) BIS notifies
Ordnance Survey in writing of such opinion within four weeks of the
notification from Ordnance Survey, then paragraph 3.3 shall apply to such
change, save only that Ordnance Survey shall be deemed to have commenced
consultation with BIS on the date of Ordnance Survey’s notification under
paragraph 3.2.
3.3
Where, in the reasonable opinion of Ordnance Survey, a Category 2 Change is
likely to have a significant impact (positive or negative) on the Members as a
whole, then Ordnance Survey will consult with the GI Group for a period of
three months prior to giving any formal notification to BIS of the
implementation of such change. Such formal notification will be made to BIS
no less than six months prior to such change being made.
52
Unclassified
Schedule 8 – Additional Public Bodies
Schedule 8
Additional Public Bodies
1
Search and Rescue contributor organisations listed below
Mountain Rescue England and Wales
British Cave Rescue Council
the Association of Lowland Search and Rescue
Royal National Lifeboat Institution
2
For the avoidance of doubt, any organisation which, as at 31 March 2011, is
directly licensed by Ordnance Survey under the PGA, the MSA or the GLA
Agreement, or which is a signatory to the NHS Digital Mapping Agreement,
shall, to the extent it does not fall within limb (a) of the definition of Eligible
Body, be deemed to be an Additional Public Body.
53
Unclassified
Schedule 9 –Standard Form Contractor Licence
Schedule 9
Standard Form Contractor Licence
Standard Form Contractor Licence
This Contractor Licence is made this
day of
20
Between:
(1) [insert organisation name]
of [insert address] (the
Licensor);
and
(2) [insert organisation name]
of [insert address] (the
Contractor).
Background
The Licensor is licensed by Ordnance Survey under the PSMA Member Licence to use Licensed
Data for its Licensed Use. This Standard Form Contractor Licence (
Contractor Licence) is
entered into pursuant to the PSMA Member Licence and sets out the terms upon which the
Licensor sub-licenses Licensed Data to the Contractor to enable the Contractor to provide
Works on the Licensor’s behalf.
1
Definitions & Interpretation
Expression
Meaning
Addressing Multi-
means an agreement of the same name between the Contractor and
Contractor
Ordnance Survey.
Agreement — Public
Sector
Data
means any text, graphic, image, audio and/or visual material,
software, data, database content or other multimedia content,
information and material.
IPR
means intellectual property rights, including copyright, patent,
trade mark, design right, database rights, trade secrets, know how,
rights of confidence and all other similar rights anywhere in the
world whether or not registered and including applications for
registrations of any of them.
Licensed Data
means particular Ordnance Survey Data that is both:
(a)
licensed by Ordnance Survey to the Licensor under the PSMA
Member Licence; and
(b)
either:
(i)
provided to the Contractor under Clause 5.1; or
(ii)
which the Licensor notifies to the Contractor in
writing is to be considered as Licensed Data for the
purposes of Clause 5.3; or
(iii)
where applicable, which the Contractor is licensed
to use under the Addressing Multi-Contractor
Agreement — Public Sector.
54
Unclassified
Schedule 9 –Standard Form Contractor Licence
Licensed Use
means the Licensor’s permitted use of the Licensed Data under the
PSMA Member Licence.
Login Details
means the unique identifiers assigned to the Licensor when it
entered into the PSMA Member Licence enabling access to the On-
Line Ordering Service.
On-Line Ordering
means the service accessed by entering the Licensor’s Login Details
Service
where indicated on Ordnance Survey’s Website.
Ordnance Survey
means the Secretary of State for Business, Innovation and Skills,
acting through Ordnance Survey, whose principal place of business is
at Explorer House, Adanac Drive, Southampton, UK, SO16 0AS.
Ordnance Survey
means Data which Ordnance Survey owns (or is covered by its
Data
delegation of authority from the Controller of Her Majesty’s
Stationery Office) or which it licenses from a third party including,
without limitation, Licensed Data.
PSMA Member
means the licence between Ordnance Survey and the Licensor which
Licence
is entitled PSMA Member Licence.
Style Guide
means the then current version of the style guide available on
Ordnance Survey’s Website including electronic artwork and
requirements as to the use of acknowledgements of copyright and
database right ownership.
Term
means the period specified in Clause 2.
Third Party
means a third party engaged and licensed by the Licensor pursuant
Contractor
to clause 2.6 of the PSMA Member Licence.
Third Party Works
means either:
(a)
a tender by a Third Party Contractor to supply goods or
services to the Licensor; or
(b)
the actual supply of goods or services to the Licensor by a
Third Party Contractor.
Updates
means the updates, revisions and modifications to Licensed Data
which Ordnance Survey may provide (or provide access to) from
time to time.
Website
means the websi
te http://www.ordnancesurvey.co.uk or such other
website as Ordnance Survey determines from time to time.
Works
means either:
(a)
a tender by the Contractor to supply goods or services to
the Licensor; or
(b)
the actual supply of goods or services to the Licensor by the
Contractor.
1.1
In this Contractor Licence, unless
Contractor Licence; and c) a
the context otherwise requires:
statute or statutory provision
include any amendment, extension
1.1.1 words in the singular include the
or re-enactment of such statute or
plural and vice versa;
provision.
1.1.2 references to: a) a Clause are to a
2
Term
clause of this Contractor Licence;
b) a party are to a party to this
55
Unclassified
Schedule 9 –Standard Form Contractor Licence
2.1
This Contractor Licence shall
Licensed Data to third parties other
commence on the date at the
than:
beginning of this Contractor
3.3.1 as permitted by Clauses 5.3 and
Licence or, in the absence of such
5.4, and
date, the date on which the second
3.3.2 where the Contractor is making the
party in time signs this Contractor
Licensed Data available to a third
Licence, and shall, unless
party on behalf of the Licensor
terminated earlier in accordance
pursuant to the Contractor’s
with Clause 6, expire upon the
appointment by the Licensor as a
Contractor completing the
data management services provider
provision of the Works.
and, for the avoidance of doubt,
3
Grant of sub-licence
only in accordance with the
3.1
In consideration of the Contractor
Licensor’s Licensed Use.
providing the Works, the Licensor
4
Obligations of Contractor
grants the Contractor, for the
4.1
The Contractor shall:
Term, a non-exclusive, non-
4.1.1 not use Licensed Data for any
transferrable, revocable sub-
illegal, deceptive, misleading or
licence for Licensed Data, to use
unethical purpose or otherwise in
the Licensed Data for the
any manner which may be
Licensor’s (and not the
detrimental to the reputation of
Contractor’s) Licensed Use solely
Licensed Data or any person;
for the purpose of providing the
Works. The Licensor shall notify
4.1.2 use its best endeavours to use
the Contractor in writing of the
adequate technological and
terms of the Licensor’s Licensed
security measures Ordnance Survey
Use prior to or at the same time as
or the Licensor may reasonably
the commencement of this
recommend from time to time, to
Contractor Licence.
ensure that all Licensed Data, Login
Details and any other similar
3.2
Apart from the Contractor, no
information (such as user names
person, firm or organisation
and passwords) which the Licensor
(including without limitation any
provides the Contractor and which
group company or affiliate) is
the Contractor holds or is
granted any rights under this
responsible for are secure from
Contractor Licence.
unauthorised use or access;
3.3
This Contractor Licence does not
4.1.3 notify the Licensor and/or
give the Contractor the right to
Ordnance Survey as soon as it
sub-license, distribute, sell or
suspects any infringement of
otherwise make available the
Ordnance Survey’s IPR or any
unauthorised use of Login Details
56
Unclassified
Schedule 9 –Standard Form Contractor Licence
and any other similar information
5.3.1 both the Contractor and the Third
(such as user names and passwords)
Party Contractor are licensed by
and give the Licensor and Ordnance
the Licensor for the Licensed Data
Survey all reasonably required
being supplied and/or received;
assistance in pursuing any potential
5.3.2 the Works and the Third Party
infringement or remedying any
Works shall each form part of a
unauthorised use; and
larger project or related series of
4.1.4 ensure that acknowledgements of
works required by the Licensor;
copyright and database right
5.3.3 the Contractor uses the copies of
ownership are included in a
the Licensed Data supplied by the
conspicuous position in all copies of
Third Party Contractor solely for
Licensed Data in compliance with
the purpose of providing the Works
the Style Guide.
to the Licensor as part of the
5
Access to Licensed Data
Licensor’s Licensed Use;
5.1
Nothing in this Contractor Licence
5.3.4 the use by the Contractor of the
shall oblige the Licensor to provide
Licensed Data supplied by the Third
the Contractor with Licensed Data
Party Contractor shall be governed
(including any part or Update
by this Contractor Licence;
thereof). If, at the Licensor’s
5.3.5 the Contractor shall not receive
discretion, it does provide (or
any direct or indirect payment,
provide access to) such Licensed
credit or money’s worth for the
Data, it shall only provide such
supply of the Licensed Data to a
Licensed Data necessary for the
Third Party Contractor; and
Contractor to provide the Works
5.3.6 the Contractor shall, prior to
and shall do so at a time,
supplying any Licensed Data to a
frequency and on a medium of the
Third Party Contractor, obtain
Licensor’s choosing.
written confirmation from the
5.2
Prior to or upon the Contractor
Licensor that (a) the Third Party
receiving Licensed Data (whether
Contractor is licensed by the
from the Licensor or a Third Party
Licensor for the Licensed Data
Contractor pursuant to Clause 5.3),
being supplied, and (b) the Works
the Licensor will inform the
and the Third Party Works each
Contractor in writing of the scope
form part of a larger project or
of the Licensor’s Licensed Use.
related series of works required by
5.3
The Contractor shall be entitled to
the Licensor.
supply and receive copies of the
5.4
The Contractor shall be entitled to
Licensed Data in a digital form to
supply paper copies of the Licensed
and from Third Party Contractors
Data (to which it has access)
provided that:
(referred to in this Clause as ‘Paper
57
Unclassified
Schedule 9 –Standard Form Contractor Licence
Copies’) to any third party provided
5.4.5 the Contractor shall not receive
that the Contractor ensures that:
any direct or indirect payment,
5.4.1 such third party is engaged to
credit or money’s worth for the
provide:
supply of Paper Copies; and
a)
all or part of the Works;
5.4.6 the Paper Copies supplied by the
Contractor are clearly marked in
b)
part of a larger project (which also
accordance with Clause 4.1.4 and
includes the Works); or
contain a statement stipulating
c)
works which, together with the
that the recipient is permitted to
Works, are part of a series of works
use the Paper Copies solely for the
required by the Licensor;
purpose of assisting them with the
and uses the Paper Copies solely for the
delivery to the Licensor of the
purpose of providing a) b) or c)
works they are engaged to deliver
above to the Licensor for its
(as referred to in Clause 5.4.1
Licensed Use;
above).
5.4.2 the Paper Copies supplied only
6
Termination
cover an area that is proportionate
6.1
Either party may terminate this
to the amount of the Works that
Contractor Licence with immediate
the third party is engaged to
effect at any time by giving notice
provide;
to the other party in writing.
5.4.3 such third party is not permitted to
6.2
This Contractor Licence will
and shall not copy, sub-license,
terminate automatically with
distribute, sell or otherwise make
immediate effect in the event that
available the Paper Copies to third
the PSMA Member Licence is
parties in any form;
terminated or expires.
5.4.4 the Contractor recovers or procures
The Licensor will inform the
the destruction of all such Paper
Contractor of such termination as
Copies immediately upon (a)
soon as practicable following such
completion of the works provided
termination.
by the third party as referred to in
7
Effect of Termination or Expiry
Clause 5.4.1 or (b) expiry or
termination of this Contractor
7.1
In the event of termination or
Licence, whichever is the sooner,
expiry of this Contractor Licence:
and the Contractor shall provide, at
7.1.1 the Contractor shall within 30 days
the Licensor’s request, a sworn
of such termination or expiry
statement by a duly authorised
destroy (or at Ordnance Survey’s or
person that it has complied with
the Licensor’s option return) all the
this Clause;
Licensed Data in any media which
it holds or for which it is
responsible (including any Licensed
58
Unclassified
Schedule 9 –Standard Form Contractor Licence
Data embedded in any other
7.2.3 the Contractor must store such
material) and provide, at Ordnance
Licensed Data separately from any
Survey’s or the Licensor’s request,
other Ordnance Survey Data which
a sworn statement by a duly
the Contractor holds;
authorised person that it no longer
7.2.4 subject to Clause 11, neither the
holds any Licensed Data (or Login
Licensor nor Ordnance Survey shall
Details or similar details) other
have any liability in respect of the
than in accordance with Clause
Contractor’s use of such Licensed
7.1.2;
Data following termination or
7.1.2 subject to Clauses 7.2 and 7.3, the
expiry of this Contractor Licence;
Contractor may retain Licensed
and
Data in an archive following
7.2.5 should any of the events listed
termination or expiry of this
below exist on termination / expiry
Contractor Licence for the sole
of the Contractor Licence, no
purpose of addressing a complaint
archive rights shall be granted
or challenge from a regulator or
under Clause 7.1.2:
other third party regarding the
a)
the Contractor is in breach of the
Contractor’s use of such Licensed
Contractor Licence;
Data during the Term; and
b)
the Contractor has ceased to carry
7.1.3 the Contractor shall cease to be
on business;
entitled to use any Login Details
c)
the Contractor is insolvent or
provided by Licensor in order to
threatened with insolvency or has
access the On-Line Ordering Service
undergone a change of control of
(or passwords or similar details
its business other than for the
provided in order to access any
purpose of a bona fide internal
other on-line ordering service made
group restructuring; or
available from time to time by
Ordnance Survey).
d)
Ordnance Survey has lost the right
to administer Crown copyright
7.2
The Contractor’s rights under
and/or Crown database right in
Clause 7.1.2 are on condition that:
respect of Licensed Data.
7.2.1 they do not apply to Licensed Data
7.3
The Licensor and/or Ordnance
including third party IPR;
Survey may terminate the
7.2.2 the Contractor shall not disclose
Contractor’s right under Clause
Licensed Data retained under
7.1.2 at any time in the event that
Clause 7.1.2 to any regulator or
the Contractor:
other third party except to the
7.3.1 uses or discloses the relevant
extent necessary for the relevant
Licensed Data other than strictly in
purpose and in paper or read-only
accordance with this Clause 7; or
electronic format only;
59
Unclassified
Schedule 9 –Standard Form Contractor Licence
7.3.2 breaches any surviving term of this
Ordnance Survey and/or the
Contractor Licence,
Licensor (and their respective
in which event the Contractor shall comply
representatives) have the right on
with an obligation equivalent to
reasonable notice during business
Clause 7.1.1 in respect of such
hours to enter the Contractor’s
Licensed Data.
premises and to inspect and audit
its systems, operations and all
7.4
Those Clauses intended to survive
supporting documentation to
termination or expiry (including,
ensure the Contractor’s compliance
without limitation, Clauses 1,
with this Contractor Licence and to
4.1.2, 4.1.3, 5.4.4, 6.2, 7, 9, 10,
take copies of any necessary
and 11 to 15) shall continue in full
records. The Contractor shall, at its
force and effect notwithstanding
expense, make appropriate
such termination or expiry.
employees and facilities available
8
Variation
to provide Ordnance Survey and/or
8.1
The Licensor shall be entitled to
the Licensor with all reasonable
vary this Contractor Licence with
assistance to enable such
immediate effect by giving notice
inspection, auditing and copying to
in writing to the Contractor.
take place.
8.2
If the Contractor is not entitled to
9.3
The Contractor will comply with
use specific Licensed Data as a
reasonable measures stipulated by
result of the variation of this
Ordnance Survey or the Licensor as
Contractor Licence in accordance
a result of any audit.
with Clause 8.1, then this shall be
10
Warranties
treated as a termination in part in
10.1 The Licensor and Ordnance Survey
relation to that specific Licensed
exclude to the fullest extent
Data and the Contractor shall
permissible by law all express or
comply with an obligation
implied warranties.
equivalent to Clause 7.1.1 with
respect to such Licensed Data.
11
Liabilities
9
Auditing
11.1 Nothing in this Contractor Licence
shall exclude or limit either party’s
9.1
Upon Ordnance Survey’s or the
(or, if applicable, Ordnance
Licensor’s written request, the
Survey’s) liability for:
Contractor shall provide written
evidence of compliance with its
11.1.1 death or personal injury to the
obligations under this Contractor
extent it results from its
Licence.
negligence, or that of its
employees or agents; or
9.2
The Contractor shall maintain
accurate and complete records of
11.1.2 fraud or fraudulent
its use of the Licensed Data.
misrepresentation.
60
Unclassified
Schedule 9 –Standard Form Contractor Licence
11.2 The Contractor acknowledges that
13.2 No delay in exercising any right
Ordnance Survey shall have no
under this Contractor Licence shall
liability whatsoever in respect of
constitute a waiver of such right.
its use of the Licensed Data.
14
Contracts (Rights of Third Parties)
11.3 Subject to clause 11.1, the
Act 1999
Contractor will indemnify the
14.1 Subject to Clause 14.2, a person
Licensor against all and any loss,
who is not a party to this
liability, costs (including without
Contractor Licence has no right
limitation legal costs), claims,
under the Contracts (Rights of
damages or expenses suffered or
Third Parties) Act 1999 to enforce
incurred by the Licensor or for
or enjoy the benefit of any term of
which the Licensor may become
this Contractor Licence.
liable arising out of any breach by
14.2 Ordnance Survey shall be entitled
the Contractor of any of the
to the benefit of the terms of this
provisions of this Contractor
Contractor Licence and the rights
Licence or the use by the
to enforce such terms under the
Contractor of the Licensed Data.
Contracts (Rights of Third Parties)
12
Assignment, subcontracting and
Act 1999.
sublicensing
15
Governing Law and Jurisdiction
12.1 Except as agreed in writing by
15.1 This Contractor Licence is governed
Ordnance Survey, neither party is
by the law of England and Wales
entitled to assign, license, transfer
and both parties submit to the
or novate any of their rights and/or
exclusive jurisdiction of the English
obligations under this Contractor
courts.
Licence.
13
Waiver
13.1 The waiver on a particular occasion
by either party of rights under this
Contractor Licence does not imply
that other rights will be waived.
Having read and understood this Contractor
Having read and understood this Contractor
Licence, signed for and on behalf of
Licence, signed for and on behalf of
[Licensor]
[Contractor]
Signature ..........................................
Signature
..........................................
Name
..........................................
Name
..........................................
Title
..........................................
Title
..........................................
Date
..........................................
Date
..........................................
61
Unclassified
Schedule 10 – End User Licence
Schedule 10
End User Licence
Public Sector End User Licence Agreement
This End User Licence is made on the
day of 20
(1) [insert organisation name]
of [insert address] (the
Licensor);
and
(2) [insert organisation name]
of [insert address] (the
End User).
Background
The Licensor is a Public Body licensed by Ordnance Survey to use Supplied Data upon
particular terms. This End User Licence is entered into pursuant to the Licensor’s licence with
Ordnance Survey, to set out the terms upon which the End User is licensed to use Supplied
Data.
1
Definitions & Interpretation
Commercial Activity
means any activity which involves or is intended to involve Financial
Gain.
Competing Activity
means an activity that has been determined as a competing activity,
or is in the process of being reviewed, pursuant to the terms of the
licence between Ordnance Survey and the Licensor.
Financial Gain
means any revenue or credit received which exceeds the
incremental costs of supplying or making available to a recipient any
copy of any Supplied Data. Financial Gain does not include any
receipts from Statutory Charges.
End User Purpose
means the purpose described in Appendix 2 to this End User Licence
or if Appendix 2 has not been completed, the purpose
communicated by the Licensor to the End User at the time that the
Supplied Data has been made available to the End User or from time
to time.
IPR
means intellectual property rights, including copyright, patent,
trade mark, design right, database rights, trade secrets, know how,
rights of confidence and all other similar rights anywhere in the
world whether or not registered and including applications for
registration of any of them.
Ordnance Survey
means the Secretary of State for Business, Innovation and Skills,
acting through Ordnance Survey whose principal place of business is
at Explorer House, Adanac Drive, Southampton, SO16 0AS.
62
Unclassified
Schedule 10 – End User Licence
Statutory Charge
means charges which the Licensor or End User is expressly permitted
to charge pursuant to a formal written enactment of a legislative
authority that governs the United Kingdom of Great Britain and
Northern Ireland, Scotland, Wales, and/or Northern Ireland to which
the Licensor or End User is subject.
Style Guide
means the then current version of the style guide available on
Ordnance Survey’s Website including electronic artwork and
requirements as to the use of acknowledgements of copyright and
database right ownership.
Supplied Data
means the data provided by the Licensor to the End User as set out
in Appendix 1.
Term
means the period required to fulfil the End User Purpose, which
shall under no circumstances exceed the duration of the licence
between Ordnance Survey and the Licensor.
Use
means copying, using and/or amending whether in electronic or
paper form, only to enable the End User to undertake the End User
Purpose and Using shall have an equivalent meaning.
Website
means the websi
te http://www.ordnancesurvey.co.uk or such other
website as Ordnance Survey determines from time to time.
Working Day
means any day other than a Saturday, Sunday or public holiday in
England, Wales, Scotland or Northern Ireland.
1.1
In this End User Licence, unless the
terms of this End User Licence) to
context otherwise requires:
Use Supplied Data for the End User
Purpose for the Term.
1.1.1 words in the singular include the
plural and vice versa;
2.2
This Licence is limited specifically
to the rights granted in Clause 2.1
1.1.2 references to: a) a Clause or
and subject to the obligations set
Appendix are to a clause or
out in the remainder of this
appendix of this End User Licence;
Licence, in particular the End
b) a party are to a party to this End
User's obligations set out in Clause
User Licence; and c) a statute or
3. This Licence allows the End User
statutory provision include any
personally (not any affiliated body
amendment, extension or re-
or group) to use Supplied Data only
enactment of such statute or
to the extent required for the End
provision.
User Purpose, but does not allow
2
Licence
the End User to use Supplied Data
2.1
In consideration of the payment by
for Commercial Activity and/or any
the End User to the Licensor of the
Competing Activity.
sum of £1 (receipt of which is
3
End User's Obligations
hereby acknowledged), the
3.1
The End User shall Use the Supplied
Licensor grants to the End User a
Data exclusively for the End User
non-exclusive, non-transferable
Purpose and for no other purpose.
licence (revocable pursuant to the
63
Unclassified
Schedule 10 – End User Licence
3.2
The End User shall:
Data on any electronic copies of
a)
ensure that the Supplied Data is
the Supplied Data at map scales of
not copied, adapted, varied or
1 10 000 or larger scale. The
modified except to and only to the
watermark must appear at least
extent to which any of those acts
once and cover at least 10% of the
are expressly permitted by this
map image reproduced;
Licence;
h)
ensure that acknowledgements of
b)
ensure that it does not use the
copyright and database right
Supplied Data for any Commercial
ownership are included in a
Activity and/or for a Competing
conspicuous position in all copies of
Activity;
Supplied Data in compliance with
the Style Guide; and
c)
not use Supplied Data for any
illegal, deceptive, misleading or
i)
ensure that any Use of the Supplied
unethical purpose or otherwise in
Data must show the appropriate
any manner which may be
trade mark notations, which shall
detrimental to the reputation of
be notified to the End User by the
Supplied Data or any person;
Licensor, and shall not tamper with
or remove any of the trade mark
d)
use its best endeavours to use
symbols or notices which are shown
adequate technological and
on any Supplied Data.
security measures Ordnance Survey
or the Licensor may reasonably
3.3
This End User Licence does not give
recommend from time to time, to
the End User the right to sub-
ensure that all Supplied Data which
license, distribute, sell or
the Licensor provides the End User
otherwise make available the
and which the End User holds or is
Supplied Data to third parties save
responsible for are secure from
where expressly permitted in
unauthorised use or access;
writing by the Licensor and
Ordnance Survey.
e)
notify the Licensor and/or
Ordnance Survey as soon as it
3.4
The End User hereby assigns to the
suspects any infringement of
Licensor all present and future IPRs
Ordnance Survey’s IPR and give the
it owns in amendments or
Licensor and Ordnance Survey all
adaptations made to the Supplied
reasonably required assistance in
Data or other original works
pursuing any potential infringement
produced in the course of
or remedying any unauthorised use;
undertaking the End User Purpose
and irrevocably waives its moral
f)
ensure that any copy protection
rights.
measures are not altered;
g)
include a background watermark to
identify the source of the Supplied
64
Unclassified
Schedule 10 – End User Licence
4
Termination
without limitation negligence, pre-
4.1 Either party may terminate this End
contractual or other
User Licence with immediate effect
representations) or otherwise arising
at any time by giving notice to the
out of or in connection with this
other party in writing.
Licence for:
4.2 This End User Licence will terminate
a)
any economic losses (including
automatically with immediate effect
without limitation loss of revenues,
in the event that the Licensor’s
profits, contracts, business or
licence with Ordnance Survey is
anticipated savings);
terminated or expires.
b)
any loss of goodwill or reputation;
The Licensor will inform the End User of
c)
any special, indirect or
such termination as soon as
consequential losses in any case
practicable following such
whether or not such losses were
termination.
within the contemplation of the
4.3 In the event of termination or expiry
parties at the date of this Licence.
of this End User Licence, the End
5.2 Nothing in this Licence shall exclude
User shall within 30 days of such
or limit liability of a party for death
termination or expiry destroy (or at
or personal injury resulting from the
Ordnance Survey’s or the Licensor’s
negligence of that party or its
option return) all the Supplied Data
servants, agents or employees or for
in any media which it holds or for
fraudulent misrepresentation.
which it is responsible (including any
5.3 The Licensor and Ordnance Survey
Supplied Data embedded in any
exclude to the fullest extent
other material) and provide, at
permissible by law all express or
Ordnance Survey’s or the Licensor’s
implied warranties.
request, a sworn statement by a
5.4 Subject to Clause 5.2, the Licensor's
duly authorised person that it no
total liability in this Licence in
longer holds any Supplied Data.
aggregate shall not exceed any sum
4.4 Those Clauses intended to survive
paid by the End User for the
termination or expiry (including,
Supplied Data.
without limitation, Clauses 1, 3.2 d)
6
Indemnity
and e), 4.2 to 4.4, 5, 6, 8, 10, 11
6.1 The End User shall indemnify and
and 12) shall continue in full force
keep indemnified the Licensor
and effect notwithstanding such
and/or Ordnance Survey against all
termination or expiry.
their liabilities and losses and all
5
Limitation
demands, liabilities, claims made, or
5.1 Subject to Clause 5.2, nothing in this
proceedings brought, against the
Licence shall make the Licensor
Licensor and/or Ordnance Survey in
liable in contract, tort (including
respect of any loss or damage and
65
Unclassified
Schedule 10 – End User Licence
against all costs and expenses
of compliance with its obligations
reasonably incurred in dealing with
under this End User Licence.
or in settling such demands,
8.2 The End User shall maintain
liabilities, claims or proceedings
accurate and complete records of its
arising from the acts, omissions or
use of the Supplied Data. Ordnance
defaults of the End User relating to
Survey and/or the Licensor (and
this Licence or from the breach of
their respective representatives)
any provision of this Licence by the
have the right on reasonable notice
End User except to the extent that
during business hours to enter the
any such liability is directly
End User’s premises and to inspect
attributable to any negligent act of
and audit its systems, operations
the Licensor.
and all supporting documentation to
6.2 The Licensor shall notify the End
ensure the End User’s compliance
User as soon as practicable and in
with this End User Licence and to
any event within 10 Working Days of
take copies of any necessary
any demand or claim made, or
records. The End User shall, at its
proceedings brought against the
expense, make appropriate
Licensor in respect of any relevant
employees and facilities available to
loss or damage.
provide Ordnance Survey and/or the
7
Variation
Licensor with all reasonable
assistance to enable such inspection,
7.1 The Licensor shall be entitled to
auditing and copying to take place.
vary this End User Licence with
immediate effect by giving notice in
8.3 The End User will comply with
writing to the End User.
reasonable measures stipulated by
Ordnance Survey or the Licensor as a
7.2 If the End User is not entitled to use
result of any audit.
specific Supplied Data as a result of
the variation of this End User
9
Assignment, subcontracting and
Licence in accordance with Clause
sublicensing
7.1, then this shall be treated as a
9.1 Except as agreed in writing by
termination in part in relation to
Ordnance Survey, neither party is
that specific Supplied Data and the
entitled to assign, license, transfer
End User shall comply with an
or novate any of their rights and/or
obligation equivalent to Clause 4.3
obligations under this End User
with respect to such Supplied Data.
Licence.
8
Auditing
10
Contracts (Rights of Third Parties)
8.1 Upon Ordnance Survey’s or the
Act 1999
Licensor’s written request, the End
10.1 Subject to Clause 10.2, a person who
User shall provide written evidence
is not a party to this End User
Licence has no right under the
66
Unclassified
Schedule 10 – End User Licence
Contracts (Rights of Third Parties)
other rights will be waived.
Act 1999 to enforce or enjoy the
11.2 No delay in exercising any right
benefit of any term of this End User
under this End User Licence shall
Licence.
constitute a waiver of such right.
10.2 Ordnance Survey shall be entitled to
12
Governing Law and Jurisdiction
the benefit of the terms of this End
12.1 This End User Licence is governed by
User Licence and the rights to
the law of England and Wales and
enforce such terms under the
both parties submit to the exclusive
Contracts (Rights of Third Parties)
jurisdiction of the English courts.
Act 1999.
11
Waiver
11.1 The waiver on a particular occasion
by either party of rights under this
End User Licence does not imply that
Having read and understood this End User
Having read and understood this End User
Licence, signed for and on behalf of
Licence, signed for and on behalf of
[End
[Licensor]
User]
Signature ..........................................
Signature
..........................................
Name
..........................................
Name
..........................................
Title
..........................................
Title
..........................................
Date
..........................................
Date
..........................................
67
Unclassified
Schedule 10 – End User Licence
Appendix 1 to the End User Licence
Supplied Data
68
Unclassified
Schedule 10 – End User Licence
Appendix 2 to the End User Licence
End User Purpose
69