Unclassified
Request Form for OS OnDemand Pilot Licence
v2.3September 2010 © Crown copyright
Page 1 of 8
Unclassified
Request Form for OS OnDemand Pilot Licence (‘Request Form’)By completing and submitting this Request Form, you agree to the terms and conditions set out below. The Request Form for OS OnDemand Pilot Licence and these terms and conditions form the agreement between you and Ordnance Survey (‘the Agreement’).
Please complete every section of this form by tabbing from field to field.
1Name of company/organisation or person (‘Licensee’ ‘You’, ‘Your’, ‘Yourself’)
2Account number (if applicable):3Company registration number (if applicable):
4Principal place of business or registered office address: / Postcode
5OS OnDemand contact name:
6Contact telephone number:
7Contact email address:
8Please tick the appropriate box for the authentication method:
HTTP Basic (preferred option – a password will be provided for this)
IP address (only to be used where no support is available within Your client software for http basic)
9. Agent for Service (if applicable)
Where You are not based in the United Kingdom, Your agent for service in England and Wales shall be:
Name: [insert name]
Address: [insert address details]
Postcode: [insert postcode]
10. Please complete the Notices section 16.2 (on page 4 of the Agreement) with the relevant details
Once You have completed every section of this form, please email it back to Your account manager
If You have any queries regarding the completion of the form, please call 0845 3757535.
For Ordnance Survey use; valid date: [dd/mm/yyy]
(For the avoidance of doubt, the valid date is not the date of commencement)
This Agreement is made between The Secretary of State for Communities and Local Government, acting through Ordnance Survey whose principal place of business is at Romsey Road, SOUTHAMPTON, UK, SO164GU (Ordnance Survey, We, Us, Our) and the person or organisation whose details are shown in the Request Form for OS OnDemand Pilot Licence (Licensee, You, Your, Yourself).
Background
AOrdnanceSurvey is the national mapping agency of Great Britain and is a government Executive Agency and Trading Fund. OrdnanceSurvey licenses a range of mapping products to businesses, local and central government bodies, and consumers.
BOrdnanceSurvey has developed a new service through which its customers, such as the Licensee, can access OrdnanceSurvey Data (as defined below) electronically using Web Map Service (WMS) technology (OSOnDemand).
CThe Licensee is an existing customer of OrdnanceSurvey and user of OrdnanceSurvey Data. The Licensee has agreed to participate in a programme (the Programme) to evaluate OSOnDemand for a defined period.
DThe Request Form for OS OnDemand Pilot Licence and these terms and conditions form the agreement between You and Us (‘Agreement’) and set out the terms and conditions upon which the parties have agreed to participate in the Programme.
1Agreement
1.1By completing and submitting the Request Form You agree to be bound by these terms and conditions. Formal written notification of acceptance from Ordnance Survey constitutes acceptance of the Request Form. The Request Form for OS OnDemand Pilot Licence and these terms and conditions form the Agreement.
1.2In consideration of the sum of one pound sterling (£1.00) payable by You to Us, receipt of which is acknowledged, and the mutual promises made by each of Us to the other which are set out in this Agreement, We have agreed to supply and You have agreed to accept the OS OnDemand service for the Term (as defined in Clause 2.1 below).
2Duration
2.1This Agreement shall commence upon acceptance of the Request Form by Ordnance Survey expressly giving formal written notice of acceptance and unless otherwise agreed in writing between the parties shall, subject to Clause 4 and Clause 8, continue for a term of three (3) months (the Term).
3Ownership
3.1The Crown (or, where applicable, Ordnance Survey’s suppliers) owns the intellectual property rights in OSOnDemand and any and all data provided or produced by, for or on behalf of Ordnance Survey (OrdnanceSurvey Data). With the exception of the limited licence for OS OnDemand granted under Clause 4.1 below, nothing within this Agreement is intended in any way to grant You any intellectual property rights in relation to OS OnDemand or Ordnance Survey Data.
4Scope of the Agreement
4.1Subject to this Clause 4 We hereby grant You a non exclusive, non-transferable, royalty free and fully revocable licence to access and use OS OnDemand for the Term for the purposes of accessing Ordnance Survey Data (the OS OnDemand Licence).
4.2You shall not be entitled to access and/or use any Ordnance Survey Data which You are not otherwise entitled to access and use pursuant to the terms of a separate licence between Us and You (an Ordnance Survey Data Licence). The OS OnDemand Licence is granted to You subject to the condition that You comply and continue to comply with the provisions of Your Ordnance Survey Data Licence.
4.3Upon termination or expiry of Your Ordnance Survey Data Licence, You shall immediately cease to use OSOnDemand to access and use Ordnance Survey Data.
4.4You have no rights in the use of OS OnDemand, except as specifically set out in this Agreement. Without limitation, You are not licensed to do any of the following:
4.4.1access or use OS OnDemand for any activity other than for internal use within Your business;
4.4.2allow any third party other than a contractor directly involved in Your business to access OSOnDemand and provided that You procure that any such contractor is bound to observe the restrictions on the use of OS OnDemand set out in this Agreement and the confidentiality requirements in Clause 10;
4.4.3demonstrate any of Your products and/or services using OS OnDemand to any customer or potential customer other than with Our express prior written consent and provided that You procure that where any such customer or potential customer is likely to receive any Confidential Information (as defined in Clause 10), it is bound to observe the confidentiality requirements in Clause 10;
4.4.4use OS OnDemand to recreate any of Our products, any part of such products or any similar products otherwise than in accordance with the relevant Ordnance Survey Data Licence; or
4.4.5commercially exploit, sell, license or distribute OS OnDemand or any products or services incorporating OS OnDemand.
4.5The OS OnDemand Licence shall terminate automatically on the termination of this Agreement for any reason.
4.6Ordnance Survey may, at its absolute discretion, terminate the OS OnDemand Licence at any time with or without notice.
5Obligations
5.1You will take appropriate technological and security measures to ensure that access to OS OnDemand through Your OS OnDemand account is physically and electronically secure from unauthorised use or access.
5.2You will not under any circumstances use or apply for registration of any trade mark in respect of Our trade names or registered or unregistered trade marks or any part of them, nor use or apply to register any trade mark similar to or likely to be confused with any of them, nor register any domain name which is similar to or likely to be confused with any of Our trade names or registered or unregistered trademarks or domain names.
5.3You agree that the individual named on any contact sheet submitted by You to Us, or such other individual as We may agree from time to time, shall be the point of contact in relation to the feedback process which shall include the completion and submission of a feedback form as attached at Schedule 1 within three (3) months or receipt of OS OnDemand) and shall also include participation in feedback meetings with Us, as reasonably required by Us, from time to time.
5.4We warrant that We are authorised by the Controller of Her Majesty’s Stationery Office, who holds and exercises Crown copyright and other copyrights owned by Her Majesty, to grant licences to use such copyrights on the terms of this Agreement but We do not warrant that the intellectual property rights subsist in, or that HerMajesty owns (either at all or free from encumbrances or licences) any intellectual property rights in OSOnDemand, and any condition, warranty or representation, whether express or implied, to the contrary is hereby excluded to the maximum extent permissible by law.
6Licence fees
6.1With the exception of the amount payable under Clause 1.1, there is no licence fee or other form of charge payable by You for the supply of OS OnDemand for the Term and for the purpose of this Agreement.
6.2Pursuant to Clause 4.6 above, the OS OnDemand Licence may be terminated or suspended by Us (at Our discretion) if You fail to promptly pay in full all fees and charges payable by You in accordance with Your Ordnance Survey Data Licence(s).
7Auditing
7.1Throughout the term of this Agreement You will maintain accurate and up-to-date records of all staff and contractors within Your organisation who have access to OS OnDemand, including without limitation, confirmation that they are aware of the provision of Clauses 4 and 10 of this Agreement, and details of all machines on which OS OnDemand has been accessed.
7.2We will have the right once every three (3) months during the Term to require an examination of the records referred to in Clause 7.1. On receipt of Our request, You will instruct Your auditors to conduct such examination within a reasonable period and report to Us. We will pay for OIur representatives and, subject to the presentation by You of relevant invoices (which We, acting reasonably, deem to be sufficient) any charges payable to Your auditors; You will, at Your expense, make appropriate employees available to provide reasonable assistance in order to clarify any issues raised by Your auditors.
8Termination
8.1This Agreement shall terminate automatically and without the requirement for prior notice on the expiry of the Term.
8.2Prior to expiry of the Term We may terminate this Agreement on giving seven (7) days written notice to You.
8.3Prior to expiry of the Term either party may terminate this Agreement immediately on giving written notice to the other party in the event that the other party is in breach of the terms of this Agreement and
8.3.1such breach is incapable of being remedied; or
8.3.2the breach being remediable, the other party fails to remedy the breach within fourteen (14) days from the date of a written request to do so.
8.4We may terminate this Agreement immediately on giving written notice to You in the event that You are subject to any insolvency or bankruptcy proceedings or go into liquidation, administration or receivership or cease to do business or become unable to pay Your debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986.
8.5Termination or expiry of this Agreement will not affect either party’s accrued rights and remedies.
8.6 From the date of termination or expiry of this Agreement, You and all third party contractors to which You have granted access to OS OnDemand will immediately cease use of OS OnDemand.
8.7Clauses 5, 7.2, 9 and 10 will survive the expiry or termination of this Agreement.
9Liability
9.1You acknowledge that OS OnDemand and any accompanying documentation including, without limitation, any technical user guide has been provided solely for the purpose of development, evaluation and test purposes and that it is Your responsibility to ensure that OS OnDemand is suitable for Your intended purposes and/or use with Your software or systems. We exclude to the fullest extent permissible by law all warranties, representations, conditions or terms which may be implied in relation to OS OnDemand, including without limitation as to the fitness of OS OnDemand in meeting Your needs or its compatibility with Your software or systems.
9.2Neither party excludes or limits liability under this Agreement for:
9.2.1fraud, personal injury or death caused by Our or Your negligence and that of Our or Your employees and authorised subcontractors and agents; or
9.2.2any other liability that cannot be excluded or limited by law.
9.3Subject to Clauses 9.2 and 9.4, in no event shall either of Us be liable to the other in contract, tort (including negligence and breach of statutory duty) or otherwise for:
9.3.1any special, indirect or consequential losses or damages; or
9.3.2direct or indirect loss of profit, loss of business, loss of contracts, loss of data, loss of revenues or loss of anticipated savings or for any increased costs or expenses.
9.4Nothing in this Agreement shall operate to limit the liability of either of Us for any infringement of intellectual property rights.
9.5Subject to Clauses 9.2, 9.3 and 9.4, each party’s total aggregate liability to the other under this Agreement shall not exceed £4 000 (four thousand pounds).
10Confidentiality
10.1In this Agreement ‘Confidential Information’ shall mean any information disclosed by one party to the other in connection with this Agreement, whether in writing, orally or electronically and whether identified as confidential or not including, but not limited to, any OS OnDemand url, log-in, user name and password details, technical and supporting documentation, guidance and contacts, and any related information.
10.2Each of Us shall take all necessary precautions to ensure that:
10.2.1all Confidential Information is kept secure and confidential and disclosed to staff, professional advisers and contractors on a need-to-know basis only; and
10.2.2appropriate measures and systems are in place to protect the unauthorised disclosure of the Confidential Information.
10.3Nothing in this Agreement shall prevent the disclosure by either party of Confidential Information which:
10.3.1was previously known to it without obligation of confidence;
10.3.2was independently developed by or for it;
10.3.3was acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with respect to such information;
10.3.4is or becomes publicly available through no breach of this Agreement; or
10.3.5it is required to disclose by order of a court of competent jurisdiction or by a government body or agency.
10.4You agree that nothing in this Agreement shall prevent Us from using any information relating to Your participation in the Programme in case studies and/or publicity and/or promotional material, provided that We obtain Your consent which You shall not unreasonably withhold or delay.
10.5On termination of this Agreement for any reason, You will promptly destroy or (at Our option) return all copies of Our Confidential Information in Your possession, custody or control and shall procure that Your contractors do the same.
11Events beyond anyone’s control
11.1Neither of Us will be responsible to the other for any delay or failure in carrying out obligations under this Agreement if the delay or failure is caused by circumstances beyond the reasonable control of the affected party. The affected party will notify the other of any such circumstances as soon as possible. We will allow each other a reasonable extension of time to carry out Our and Your duties in these circumstances.
12Changing the parties to the Agreement
12.1You shall not be entitled to assign, transfer or novate rights and obligations under this Agreement without Our prior written consent. We will not unreasonably withhold or delay such consent.
12.2We shall be entitled to assign, transfer or novate the benefits and obligations of this Agreement to any government body or nominated subcontractor or, in the event of the transfer of all or any of Our activities or functions to any other entity, to the entity to which Our functions have been transferred. You expressly agree to the assumption of Our obligations under this Agreement by that entity.
13Changing the Agreement
13.1Any changes to this Agreement will only take effect if agreed in writing by both of Us.
13.2The waiving (which must be in writing) on a particular occasion by either of Us of any rights under this Agreement does not imply that other rights are waived.
14Partnership, Joint Venture and Agency Excluded
14.1Nothing in this Agreement or any circumstances associated with it or its performance gives rise to any relationship of agency, partnership or employer and employee between You and Us.
15Entire Agreement
15.1Except in the case of fraudulent representation, this Agreement (including the Schedules and the Ordnance Survey Data Licence(s)) sets out the entire agreement between You and Us and supersedes all previous agreements, representations, warranties and arrangements of any nature, whether in writing or oral, relating to the subject matter of this Agreement.
16Notices
16.1All notices which each of Us are required to give to each other under this Agreement shall be in writing and shall be sent to Us at the address given at the start of this Agreement and to You at Your registered office or place of business.
16.2The details of Your nominated point of contact are as follows:
16.2.1[Insert name of individual point of contact];
16.2.2[Insert email];
16.2.3[Insert postal address];
16.2.4[Insert telephone number].
17Governing law and jurisdiction
17.1This Agreement will be governed by and construed in accordance with English law and We both agree to submit to the exclusive jurisdiction of the English courts except that We reserve the right to issue proceedings and enforce judgment in relation to the breach of any of the terms of this Agreement by You in any jurisdiction We see fit and You hereby submit to such jurisdiction.
17.2If any part of this Agreement is held by the courts to be invalid, unenforceable or illegal, We both agree that the remainder of this Agreement shall stand.
17.3Where You are based outside the United Kingdom, You shall appoint an agent for service in England and Wales to receive service of all documents and notices under this Agreement, including without limitation those in connection with any court proceedings. You shall notify Us in writing of the details relating to such agent.
18Rights of Third Parties
18.1Apart from the Controller of Her Majesty’s Stationery Office, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.
Schedule 1Feedback Form
Please use copies of this form to complete and submit your feedback and return to the
address given at the end of the form.
Your name:
Your organisation:
1What have you used OSOnDemand for?
Internal usedeveloping and testing new or existing software products
testing OSOnDemand with your software systems
testing the integration of OSOnDemand with your business processes
other uses (please provide details)
2Please give a short description of the project or projects in which
OSOnDemand was used.
3Did you involve any third party contractors? How well did OSOnDemand work when using third party contractors? Please give contact details and a description of the work they carried out for you.