Professional Services Copyright Licence - AC1 - Ordnance Survey ...

Terms and conditions AC1Terms and conditions forProfessional Services Copyright LicencesThis Agreement creates a licence which has a start date and term as set out on the OSi invoice. Information provided on theApplication Form, and instructions provided in writing by OSi, form part of this Agreement.The parties are:• Ordnance Survey Ireland (OSi), a statutory company with its head office at Phoenix Park, Dublin 8, Ireland (‘we’ ‘our’ ‘us’);and• The Licensee as set out on the application form (‘you’ ‘your’)The headings in this Agreement are for information and identification only and do not form part of the Agreement.1 The relationship between us and youYou have requested and we have agreed to grant you a licencein respect of paper copies of OSi maps, photographs and otherrecords which you have purchased or otherwise legallyacquired the right to hold and use (‘OSi Material’).2 OwnershipThe Government of Ireland and OSi have intellectual propertyrights in the OSi Material. In some instances, our suppliersand other third parties also have intellectual property rights inthe OSi Material. We declare that we have the authority andpower to grant you the rights set out in this Agreement.3 Grant of licence3.1 Under this Agreement, in consideration of your payingthe fees referred to in Clause 6 and performing yourother obligations under this Agreement, we grant you forthe term of this Agreement a non-exclusive, nontransferableduplication licence to:• Use, reproduce and adapt the OSi Material, andcombine the OSi Material with any other records ordata held by you, for any purposes relating to yourinternal business use. This includes the making ofpaper copies of the OSi Material for use by yourstaff, and the scanning of the OSi Material wherethis is for the purpose of inserting it into literaturethat will be made available in paper form;• Use the OSi Material in paper form in reports,presentations and submissions produced by you(including for clients) where this is part of yournormal business activities and where no directfinancial gain is attributable to the inclusion of theOSi Material; and• Use the OSi Material (with a maximum extract sizeof A3 at source scale) in paper form in promotionalmaterial in relation to your normal businessactivities, and for display (for instance on displayboards), where there is no direct financial gain.3.2 If the Application Form explicitly states it to be the case,we also grant you a licence to use the OSi Material onthe Internet site stated in the Application Form solely forthe promotional and display purposes set out at clause3.1 and subject to the terms of the Schedule to thisAgreement.3.3 You have no rights in the use of the OSi Material otherthan those expressly set out in this Agreement. Inparticular, this Agreement does not allow you to pass theOSi Material to any contractors or agents working onyour behalf, nor to sell, trade, let or hire the OSiMaterial.4 Obligations on you4.1 You will take all reasonable security measures to ensurethat all OSi Material which you hold or are responsiblefor is physically secure from unauthorised use or access.4.2 You will ensure that you observe the restrictions on theuse of the OSi Material set out in this Agreement.4.3 If this Agreement explicitly allows you to use the OSiMaterial on the Internet, you will ensure that you complyfully with the terms of the Schedule to this Agreement.4.4 You will ensure that you fully protect the intellectualproperty rights in the OSi Material, and that you protectand do not interfere with our trade names and trademarks. You will notify us if you suspect anyinfringement or other breach by a third party of theseintellectual property rights or our trade marks, and willgive us all reasonable assistance (at our expense) andcomply with all reasonable instructions from us in ourpursuit of any infringement.4.5 You will ensure that you comply with our instructionswith regard to the use of trade marks and copyrightacknowledgements in any material which you createfrom the OSi Material.4.6 You will not use the OSi Material, or allow it to be usedby others, in any manner which we reasonably feel isinconsistent with the goodwill in our name.Professional Services Copyright Licence terms and conditionsV2.0 Oct 02Page 1

Terms and conditions AC15 Obligations on both of us5.1 We both agree:• That Confidential Information means information(whether specifically designated as ‘confidential’ ornot) that relates to the affairs of one party to thisAgreement and that is acquired by the other party inanticipation of, or as a result of, this Agreement.This excludes information which is publicknowledge, other than through the breach of anyduty of confidentiality;• To use Confidential Information only for thepurposes of performing the obligations imposed orthe rights acquired under this Agreement; and• Except as required by law, not to discloseConfidential Information to any third parties or toany employees except those who are directlyinvolved with this Agreement, without each other’sprior written consent.5.2 We are subject to the Freedom of Information Act 1997.We may be required under that Act to disclose to thirdparties information that you provide to us. Should youwish to assist us in identifying any sensitive informationsupplied by you in the course of making and meeting theterms of this Agreement you should, when providing theinformation, identify the reasons for its sensitivity.5.3 Throughout the term of this Agreement we will bothmaintain accurate records relating to all transactionsarising out of this Agreement.6 Licence fees6.1 We will invoice you annually in advance for the renewalof your licence. The renewal fee will be that set out in therelevant publicly available OSi price list current at therenewal date. For the avoidance of doubt, you will payVAT and any other taxes at the rate prevailing on thedate of the invoice.6.2 You will pay all invoices within 30 days of invoice.Interest will be payable at 2% above the base rate of theBank of Ireland on any outstanding balances.7 AuditingOn giving not less than seven working days notice, we andour representatives have the right to inspect your compliancewith this Agreement and to take copies of any necessaryrecords. We will pay for our representatives. You will, at yourexpense, make appropriate employees and facilities availableto provide reasonable assistance.8 Termination8.1 This Agreement may be terminated immediately by us ifyou fail to comply with the restrictions in the use of theOSi Material set out in clause 3 and the Schedule to thisAgreement.8.2 Subject to clause 8.1, this Agreement may be terminatedby either of us immediately on notice if the other party:• Is in breach of any of the terms of this Agreementand such breach is incapable of being remedied; or• Is in breach of any of the terms of this Agreementand, the breach being remediable, fails to remedythe breach within such reasonable period as may bespecified in a written request to do so; or• Is subject to any insolvency or bankruptcyproceedings or ceases to do business.8.3 Termination or expiry of this Agreement will not affectour or your accrued rights and remedies.8.4 In the event of termination or expiry of this Agreementyou will, unless we otherwise authorise you in writing,immediately cease the use of the OSi Material which youhold or for which you are responsible.8.5 Clauses 5.1, 5.2, 8.3, 9 and 15 will survive the expiry ortermination of this Agreement.9 Liability9.1 It is your responsibility to ensure that OSi Material issuitable for your intended purposes and we accept noliability as to the fitness of OSi Material supplied inmeeting your needs. We exclude to the fullest extentpermissible by law all warranties, conditions or termsthat may be implied by statute, statutory instrument,common law, custom or otherwise.9.2 We shall not be under any liability of any sort or liablefor any damage, injury or loss whatsoever, whether intort (including negligence) or otherwise, other thanliability for breach of this Agreement.9.3 We shall not under any circumstances whatsoever beliable for any special, incidental, indirect orconsequential damages including damages or costsincurred as a result of loss of time, loss of savings, lossof data or loss of profits.9.4 The total and aggregate liability of either of us whetherin contract, tort (including negligence) or otherwise forany loss or damage arising out of or in connection withthis Agreement will not at any time exceed an amountequal to the total monies paid or due to be paid by you tous in the twelve months preceding the date on which theclaim arose; save that your liability for infringement orbreach of intellectual property rights in or related to OSiMaterial will be unlimited.Professional Services Copyright Licence terms and conditionsV2.0 Oct 02Page 2

Terms and conditions AC110 Events beyond our or your controlWhere either of us fails or is delayed in carrying outobligations under this Agreement due to circumstancesbeyond that party’s reasonable control, and the party affectedcomplies with this section, it shall not be responsible for anysuch delay or failure. In such circumstances the party affectedwill notify the other party as soon as possible. We will eachallow the other a reasonable extension of time to carry out theobligations in these circumstances. The party affected willmake all reasonable efforts to mitigate the effects of thecircumstances in question.11 Entire AgreementThis Agreement supersedes all prior agreements andundertakings between the parties and constitutes the entireagreement between the parties in relation to the OSi Materialcovered by this Agreement.12 Changing the parties to the AgreementThis Agreement cannot by assigned, sub-let or transferred inany way.13 Changing the AgreementYou accept the terms and conditions of this Agreement asthey exist at the date of each payment by you of fees underClause 6 of this Agreement. The waiving (which must be inwriting) on a particular occasion or occasions by either of usof rights under this Agreement does not imply that other rightswill be waived or that the right waived will be waived again.14 NoticesAll notices which each of us are required to give to the otherunder the Agreement shall be in writing.• Your notices to us will be sent to Copyright Department,Ordnance Survey Ireland, Phoenix Park, Dublin 8;• Our notices to you will be sent to the address given in theApplication Form, amended by notice by you asnecessary.15 Governing lawThis Agreement will be governed by and construed inaccordance with the laws of Ireland. If any part of thisAgreement is held by the courts to be invalid, unenforceableor illegal, we both agree that the remainder of this Agreementshall stand.Professional Services Copyright Licence terms and conditionsV2.0 Oct 02Page 3

Terms and conditions AC1Schedule: Conditions of Internet usage1. You may use the OSi Material on the single Internet sitewith the URL given on the Application Form (‘Thepermitted Internet site’); an additional licence is requiredfor each additional Internet site on which the OSiMaterial is to be used.2. You must ensure that all means of downloading(including via a screen dump) of the OSi Material aredisabled in a manner which is approved by us in advancein writing.3. When using large-scale OSi Material, you must ensurethat appropriate printing control mechanisms are agreedwith us in writing prior to the OSi Material being loadedto the permitted Internet site.4. You must ensure that OSi Material is not served on anynetwork in such a way that an unauthorised third partycould intercept and use it. In addition, you must ensurethat vector map data is not accessible to the end user andis secure within the application software into which it isbeing delivered.5. You must ensure that the essential aesthetic qualities ofthe OSi Material are retained and that any OSi Materialreproduced on the permitted Internet site is of areasonable quality.6. You must ensure that the appropriate copyright notices,as supplied by us, are used on or immediately adjacent toall OSi Material displayed on the permitted Internet siteor printed from it, and that the restrictions set out in thisSchedule are made known to users of the OSi Materialon the permitted Internet site.7. You must ensure that any images of OSi Materialdisplayed on the Internet site are not created in real-timeand do not exceed 200 square centimetres at source scale.You must also ensure that multiple images do not form acontiguous area of more than 0.10 square metres of OSiMaterial at source scale.Professional Services Copyright Licence terms and conditionsV2.0 Oct 02Page 4