BETWEEN (1) The Licensee (2) Inform Holdings Limited of Unit 613, 6th Floor, 125 Deansgate, Manchester M3 2BY
(hereinafter called “the Licensor”, which expression where the context allows will include the Licensor’s assigns, or successors in title)
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. Definitions
1.1 “the Documentation” means any material (and if applicable on-line material), user instructions and other related materials supplied to the Licensee by the Licensor (whether physically or by electronic means) for aiding the use of the Product, including any part or copy of them.
1.2 “Licensed Material” means the content of the data transfer medium including any password, conversion, improvement or enhancement thereof that is provided pursuant to this Agreement by the Licensor to the Licensee including but not limited to:
1.2.1 any updated versions of the data transfer medium;
1.2.2 any support, training or assistance provided;
1.2.3 any technical and operational issues; and
1.2.4 any Documentation including any updated version or other documentation relating to the Product access to which may only be provided by the Licensor to the Licensee upon payment of the Licence Fee and on the issuing of a password.
1.3 “Licence Fee” means the fee payable by the Licensee for the use of the Licensed Material.
1.4 “the Network” means any computer system, terminal devices, modems, software and any other equipment that allows the Licensee to access the Product.
1.5 “Order Form” means the form which is utilised by the Licensor to enable it to enter into this Agreement with the Licensee for the purpose of licensing the Product which said form constitutes part of this Agreement.
1.6 “the Product” means the Licensed Material and the Software.
1.7 “Renewal Date” means the anniversary of the Start Date.
1.8 “the Site” means the physical location or address of at which the Licensee uses the Product during this Agreement
1.9 “ Software” means the media by which the programs and files provided by the Licensor for the purpose of storing, running, searching, displaying, printing or in any other way utilising the Licensed Material including any third party’s licensed software.
1.10 “Start Date” means the date on which this Agreement comes into effect
2. Grant of Licence
2.1 Subject to the terms of this Agreement and in consideration of the payment to the Licensor by the Licensee of the Licence Fee the Licensor grants to the Licensee a non-exclusive and non-transferable Licence to use the Product at the Site.
2.2 Once the Product has been supplied to the Licensee it may install the Product on the Network and thereafter use the Product pursuant to the terms and conditions of this Agreement.
3. Period of Licence
3.1 This Agreement will remain in force for a period of twelve months from the Start Date and will expire automatically thereafter. The Licensee will have the option to pay a renewal fee on the Renewal Date on condition that such fee is paid in full at least thirty days prior to the termination of this Agreement.
3.2 In the event of expiry the Licensor retains the right to remove the ‘Software’ in entirety from the Licensee’s computer systems and remove any ‘licensed material’ in any medium as the Licensor sees fit.
4. Payment
4.1 The Licensee hereby undertakes to pay the Licensor the Licence Fee and any renewal fee.
4.2 All prices quoted are exclusive of VAT which will be added at the appropriate rate and borne by the Licensee.
5. Supply of Product and Updates
5.1 The Licensor will ensure whenever possible that the Licensee is provided with an uninterrupted service. However, the same may be temporarily suspended without notice or even withdrawn if the Licensor’s licence to publish the Licensed Material is withdrawn or if in the Licensor’s opinion such material is in breach of any third party’s copyright.
5.2 The Licensor will use all reasonable endeavours to supply updates of the Product on a regular basis. At least five updated versions of the Product will be provided every twelve months.
6. Ownership and Copyright
6.1 The majority of the information in the Integrated Rating List is Crown Copyright Material which is reproduced with the permission of the Valuation Office Agency. The Post Office is the copyright owner of the postcodes.
6.2 You will not acquire any right, title or interest of any nature whatsoever in the intellectual property rights in the Product which shall at all times remain the sole property of the Licensor.
6.3 The Licensee may make one copy of the Product for backup purposes and on condition that such a copy is kept in a secure place.
7. Use of the Product
7.1 The Product shall only be used on the Network at the Site and for the Licensee’s own business purposes.
7.2 The Licensee shall not exceed its permitted number of users as agreed on the Order Form. In the event that the Licensee wishes to increase its number of permitted users it will obtain the prior written consent of the Licensor to do so and the Licence Fee will be adjusted accordingly.
7.3 The Licensee will not use the Product or allow it to be used for any on-line service whatsoever or publish or reproduce any substantial part of the Product.
7.4 The Licensee may reproduce extracts of material from the Product for internal use and on condition that the Licensee shall not do or omit to do any act which:
7.4.1 would or might breach the intellectual property rights of the Licensor or any third party;
7.4.2 would be in breach or in any way inconsistent with the moral rights of the authors of the copyright in the Product.
7.5 The Licensee when reproducing extracts of information from the Product may under no circumstances reproduce the following:-
7.5.1 Material produced by Government departments which has trading fund status.
7.5.2 Material which is covered by security classification, legal or policy restrictions.
7.5.3 Material which includes personal information about named individuals.
7.5.4 Photographs and films held in photographic or film archives (including web-based archives).
7.5.5 Material where the reused version must be approved by a government department.
7.5.6 Value added information, data, products and services including commercial database products, which have been developed by government departments in conjunction with the private sector.
7.5.7 Computer programs and software.
7.5.8 Material where the copyright is not wholly owned by the Crown.
7.5.9 Works that contain a statement that the copyright is held jointly by the Crown and another individual or organisation.
7.5.10 Works that contain a statement that the copyright is owned by an individual or organisation other than the Crown.
7.5.11 Material where there in copyright of the typographical arrangement of published editions except where it is shown that the copyright rests with the Crown.
7.5.12 Copyright material, including technical drawings and diagrams which relate to wider government intellectual property rights and patents, trademarks, design rights, registered design rights and inventions.
7.6 The Licensee will not allow the Product or any material contained in the Product to be used for the principal purpose of advertising or promoting a particular product or service, or in any way which would imply endorsement by a government department or generally in a manner which is likely to mislead others.
7.7 The Licensee may not reproduce from the Product official imprints, government departmental logos or badges, crests, medals and insignia of Her Majesty’s Armed Forces. The Royal Arms may be reproduced only where they form an integral part of any material on the Product and when the Product is reproduced in that context.
7.8 The Licensee shall not tamper in any way or erase or remove any copyright or other proprietary notice, disclaimer or other statement utilised in the Product.
7.9 The Licensee shall immediately inform the Licensor if it becomes aware of any unauthorised use of the Product or any suspected infringement of any intellectual property rights of the Licensor or of any third party.
7.10 The Licensee shall take all reasonable care to ensure that nothing shall be done by its employees which may contaminate, impair, corrupt or adversely affect the Product in any way.
7.11 The Licensee shall not modify, de-compile or reverse engineer the Product or permit any third party to do so.
7.12 The Licensee shall not without the prior written consent of the Licensor having first been obtained make any alterations, additions or amendments to the Product or allow either whole or part of the Product to be combined with any other software or data.
8. Licensor Warranties
8.1 The Licensor warrants that it has obtained the necessary approval to grant this Licence.
8.2 The Licensor warrants that the physical medium on which the Product is carried will provide the facilities and functions and perform substantially as described in the Documentation and will be free from defects for a period of 90 days from delivery.
8.3 In the event of there being any defect in the medium the Licensor’s liability will be to replace the defective medium.
8.4 The Licensor will take reasonable care and skill to ensure the accuracy of the Product that is supplied. However, the Licensor makes no representations or warranties whatsoever whether express or implied that the Product is free from errors and omissions or that the Integrated Rating List is accurate.
8.5 It shall be the responsibility of the Licensee to ensure that no virus is introduced to the Network and the Licensee hereby indemnifies the Licensor.
8.7 Prior to entering into this agreement the Licensee shall ensure that the Product is compatible with its Network and that it is suitable for its business requirements.
8.8 The Licensor shall not be liable for any loss whatsoever and howsoever caused or for any indirect or consequential loss whatsoever and howsoever caused by the Licensee or for any liability of the Licensee to any third party in connection with the Product whether or not it is caused by the negligence of the Licensor.
8.9 The total liability of the Licensor in respect of any direct loss or other loss whether in contract or tort or otherwise shall not exceed the total price that the Licensee has paid for the use of the Product.
9. Valution Office Data
9.1 Analyse uses data from the Valuation Office Agency and in using this data the Valuation Office Agency's own terms and conditions of use (VOA Terms) (as may be amended from time to time) will apply. The Licensee shall comply with the VOA Terms and be liable to us for any losses incurred arising out of or in connection with, any acts or omissions that breach the VOA Terms. The current version of the VOA Terms can be viewed at www.tax.service.gov.uk/business-rates-find/terms-and-conditions
10. Termination
10.1 Without affecting its rights under this Agreement the Licensor may terminate this Agreement forthwith by written notice to the Licensee if any of the following applies:-
10.1.1 It commits a material breach of this Agreement which is not capable of being remedied;
10.1.2 It commits a material breach of this Agreement which is capable of being remedied, but fails to remedy the breach within 14 days of written notice giving particulars of the breach and requiring it to be remedied;
10.1.3 It becomes insolvent or bankrupt, goes into liquidation, or makes an arrangement with its creditors or a receiver, administrator or administrative receiver is appointed in respect of all or part of its assets;
10.1.4 A Court Order, is made or an effective resolution is passed to wind it up or dissolve it;
10.2 In the event of termination pursuant to clause 10 of this Agreement the Licensee will immediately cease using the Product and remove it from the Network on which it is installed and destroy without delay the Product together with any copies thereof.
11. Confidentiality
11.1 Each party will use its best endeavours to keep secret any confidential information obtained from the other and not to disclose any such confidential information to any third party without having obtained the prior written consent of the other party.
11.2 Each party will inform the other immediately of any unauthorised use, reproduction, disclosure or disposal of any such confidential information of which it obtains knowledge.
11.3 The obligations in the two previous clauses will remain in full force and effect for a period of twelve months after this Agreement and even if this Agreement is terminated but cease to apply to apply to information which becomes generally available to the public in printed publications in general circulation in the United Kingdom otherwise than through a breach of this Agreement.
12. Miscellaneous
12.1 The Licensee will not sub-licence, assign, rent, lease, sell, transfer, charge, part with, or otherwise delegate its rights or obligations under this Agreement without the prior written consent of the Licensor which approval may be given or withheld at its absolute discretion.
12.2 Where the Licensee is a body corporate other than an individual, the person so signing this Agreement hereby represents that he/she is duly authorised by the Licensee to sign for and on their behalf and accordingly bind the Licensee.
12.3 This Agreement does not create between the parties the relationship of:
12.3.1 partnership;
12.3.2 employer and employee; or
12.3.3 principal and agent.
12.4 This Agreement together with the Order Form constitutes the entire Agreement and understanding between the parties at the date of the Agreement on the matters covered by it. All previous and collateral agreements and representations are excluded.
12.5 No amendment or modification of this Agreement or the Order Form will be valid unless it is in writing and signed on behalf of both parties.
12.6 If either party waives a breach of any provision of this Agreement, that will not be treated as a waiver of any subsequent breach of the same or any other provision of this Agreement.
12.7 Any provision of this Agreement which is void or unenforceable will be severed from the rest, which will remain in full force and effect.
12.8 Any notice or other communication given or made or in connection with the matters contemplated by this Agreement shall be made in writing and shall be delivered personally or sent by fax or pre-paid first class post to either party at its address in this Agreement.
12.9 Disputes relating to or incidental to this Agreement shall be referred to a single arbitrator under the Arbitration Acts 1950-1996. If the parties fail to agree on an Arbitrator, he/she shall be appointed by the President for the time being of the Manchester Law Society on the application of either party.
12.10 Both parties to this Agreement shall ensure at all times that they comply with the Data Protection Act 1998 when processing data.
12.11 Neither party shall be liable to the other for any failure to perform or for any delay in carrying out its obligations under this Agreement by reason of a circumstance beyond the reasonable control of either party.
12.12 This Agreement and the Order Form shall be governed by and construed in accordance with the laws of England and both parties submit to the jurisdiction of the English Courts.
12.13 The headings do not affect the interpretation of this Agreement.