LANDMARK STANDARD TERMS AND CONDITIONS

1. Basis of Contract


1. These Terms (including the Annexes) govern the relationship between Us and You where You use or purchase Services from Us. Where these Terms are not expressly accepted by You, they will be deemed to have been accepted by You, and You agree to be bound by these Terms, when You place any Order, or pay for any Services provided to You by Us.
2. You may be required to register Your details and/or open an account to access certain On-Demand Services and/or to order Services. Submission of Your registration and Your use of such On-Demand Services shall be deemed acceptance of these Terms. You undertake to complete the registration form fully, and that all information provided is up to date, true, accurate and complete. We reserve the right to suspend or terminate Your access to the Website or block Your ability to place Orders in the event of any breach of this clause 1.b. Each registration is for a single user only. We do not permit You to share Your user name and password with any other person nor with multiple users on a network. It is Your sole responsibility to maintain the confidentiality of Your password and that You are responsible for all activity that occurs under Your user name and password. We will not be liable where Your password is used by someone else. You should notify Us immediately of any unauthorised use of Your password and any breach of security as soon as You become aware of it.
3. You shall take all reasonable steps to check that the details that You provide in relation to Your Order are complete, accurate and correct and that the Report has been prepared for the correct location and property type. Neither We nor any Suppliers shall have any liability for errors or omissions in information provided by or on behalf of You or from Your failure to check that the Report relates to the correct location or property.
4. We may modify these Terms, and may discontinue or revise any or all other aspects of the Services at Our sole discretion, with immediate effect and without prior notice, including without limitation changing the Services available at any given time. Any amendment or variation to these Terms shall be posted on Our Websites. You acknowledge that it shall remain Your responsibility to check Our Website from time to time for any such amendments or variation to these Terms. Continued Orders of the Services by You shall be deemed an acceptance by You to be bound by any such amendments to the Terms.
5. These Terms together with any Order You make (if applicable), the Fees (if applicable) and delivery details in relation to the Order and Our privacy policy, which is available on the Website, constitute the entire agreement between the parties relating to the supply of Services to You by Us ("Agreement"). You acknowledge that You have not relied on any statement, promise or representation made or given by or on behalf of Us which is not set out in the Agreement or delivery details. Nothing in this clause 1.e shall limit or exclude any liability for fraud.
6. These Terms shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which You may purport to apply even if such other provisions are submitted in a later document or purport to exclude or override these Terms and neither the course of conduct between parties nor trade practice shall act to modify these Terms.
7. If there is an inconsistency between any of the provisions of these Terms, the following order of precedence shall prevail:
   1. the terms of the Annexes; and
   2. the other provisions in these Terms.
2. Services and Licensed Use


1. Subject to clauses 6.d, 6.k and 6.l, We shall use all reasonable skill, care and diligence in the performance of the Services.
2. You shall not hold Yourself out or describe Yourself as Our agent or an agent of any of the Suppliers.
3. Where Content is provided as part of an On-Demand Service, We grant You a non-exclusive, non-transferable licence (without rights to sub-license to any third party other than End Users) to access and use the On- Demand Service (and any output of that service) for the purposes of viewing the Content for the duration permitted in any Order (subject to any Terminal limits (if appropriate)).
4. Where Content are provided in printed form or in an electronic format for printing (including Reports), We grant You a non-exclusive, perpetual non-transferable licence (without rights to sub-license to any third party other than End Users) to use such Content for Your commercial or non-commercial use, but without any right to copy, modify, extract or re-utilise any information or data within such printed Content.
5. You shall ensure that acknowledgements of copyright and database right ownership are included in a conspicuous position in all copies of the Content. You may not delete any of Our or the Suppliers' intellectual property protection notices (including without limitation copyright notices or trade marks) from the Content.
6. You shall use Your best endeavours to use adequate technological and security measures, including measures We or Suppliers may reasonably recommend from time to time, to ensure that all Content which You hold or are responsible for is secure from unauthorised use or access.
7. The Content shall only be used strictly in accordance with these Terms and not for any other purpose; nor shall any use of the Content be made that would or might be deemed to be disparaging to Us, the Suppliers or any of them. You shall not be entitled to resell or rent any Content or otherwise any supply products incorporating such Content for commercial sale or rental.
8. You shall not reverse engineer, separate or otherwise tamper with the Content so that Content can be extracted and used for any purpose outside the scope of the Agreement.
9. If You are a Company or public body, You agree that the licensed use of Content pursuant to the Agreement always excludes its use by any of Your subsidiaries, holding companies or subsidiaries of such holding companies (as such terms are defined in section 1159 of the Companies Act 2006) or by any government entity associated with You (in each case as applicable). You agree, and shall procure, that any such company or entity shall enter into a separate agreement with Us.
10. The further restrictions as set out in the Annexes hereto shall apply to Your use of the Services and the use of the Services by End Users. Any failure to comply with these conditions shall entitle Us to terminate the Agreement immediately, without further notice to You, and no refunds shall be paid of any Fees.
11. All other uses of the Content are prohibited. If You wish to use the Content in a manner which is not authorised by the Terms, then You must contact Us to seek the necessary consents or licences (which may include further licences from the Suppliers), for which there may be additional Fees.
12. You agree to notify Us as soon as You suspect any infringement of Our or any of Our Supplier's intellectual property rights and You agree to give Us all reasonably required assistance in pursuing any potential infringement.
3. Intellectual Property and Confidentiality


1. You acknowledge and agree that all Intellectual Property Rights in Content are and shall continue to be owned by Us or Our Suppliers and nothing in the Agreement shall transfer, assign or grant any rights to You (save for the licence as set out above).
2. Subject to any use of the Content in accordance with these Terms, You acknowledge and agree that You shall, and shall procure that any person to whom You provide access to the Content shall, treat as strictly private and confidential the Services, the Content and all information which they obtain from the Services and Content. You agree to indemnify Us against all liabilities, damages, penalties, costs, expenses (including legal expenses on an indemnity basis) or other loss suffered or incurred by Us in relation to any breach or alleged breach of this clause 3.b.
3. Where mapping is provided by Ordnance Survey, You acknowledge and agree that such mapping contained in any Services is protected by Crown Copyright and must not be used for any purpose outside the context of the Services. Where mapping is provided by any other Supplier, You acknowledge and agree that such mapping is the copyright of the Supplier and must not be used for any purpose outside the context of the Services.
4. With regard to Ordnance Survey mapping (other than OS OpenData(TM) in respect of which see Annex 1 (OS OpenData)), copying in whole or in part by any means of map prints or run-on copies provided with the Services is not permitted without appropriate licensing from the relevant Supplier. You must be in possession of or obtain a valid Ordnance Survey Paper Map Copying Licence if You wish to make any further copies of any Ordnance Survey maps supplied with or forming part of the Services.
4. Termination


1. At any time, We may terminate the Agreement with immediate effect by giving You written notice:
   1. if You are in breach of the Terms and, if such breach is capable of remedy, You fail to remedy the breach within 30 days of written notice from Us specifying the breach and requiring it to be remedied;
   2. if You have a receiver or administrative receiver or administrator appointed over You or any part of Your undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if You become subject to an administration order or enter into a voluntary arrangement with Your creditors or shall cease or threaten to cease to carry on business or if You are presented with a bankruptcy petition; or
   3. if We or a Supplier loses the right to administer Crown copyright and/or Crown database right in respect of the Ordnance Survey Data.
2. In the event of the termination or expiry of the Agreement:
   1. You shall, subject to clause 4.b.iii, immediately cease to use the Report and any Content;
   2. You shall, subject to clause 4.b.iii, within 30 days of such termination or expiry, destroy all Content in any media which You hold or for which You are responsible and provide, at Our request, a sworn statement by a duly authorised person that You no longer hold such Content;
   3. except in the event of termination by Us under clause 4.a, You may retain Content in an archive following expiry of the Agreement for the sole purpose of addressing a complaint or challenge from a regulator or other third party regarding Your use of such Content during the term of the Agreement. Your rights are on condition that: (a) the archive rights do not apply to Content that include third party Intellectual Property Rights (other than Content provided by Ordnance Survey to the extent that the Intellectual Property Rights in such Content are owned by Ordnance Survey); (b) You shall not disclose Content retained under this clause 4.b.iii to any regulator or other third party except strictly to the extent necessary for the relevant purpose of addressing a complaint or challenge from a regulator or other third party and in paper or read-only electronic format only; (c) You must store such Content separately from any other data which You hold; and (d) subject to clause 6.a, We shall have no liability for Your use of it following termination or expiry of the Agreement; and
   4. the parties shall have no further obligations or rights under the Agreement, without prejudice to those which have accrued to either party prior to termination or expiry save that the "Definitions", clauses 2.b to 2.l (inclusive), this clause 4.b, clauses 5.d, 6, 8, 9 and 10 together with those other clauses the survival of which is necessary for the interpretation or enforcement of the Agreement or which by their nature can be reasonably interpreted as surviving the expiry or termination of the Agreement, shall continue to have effect after such expiry or termination.
5. Payments


1. An individual or a monthly invoice showing all Orders created by You will be generated subject to these Terms. You will pay the Fees at the rates set out in Our or Our Authorised Reseller's invoice within 30 days of the date of each invoice without deduction, counterclaim or set off. Where Your order comprises a number of Services or severable elements within any one or more Services, any failure by Us or its Authorised Reseller to provide an element or elements of the Services shall not prejudice Our or Our Authorised Reseller's ability to require payment in respect of the Services delivered to You. You acknowledge that time is of the essence with respect to the payment of such invoices.
2. VAT shall be due in addition to any Fees. You shall pay any other applicable indirect taxes related to Your use of the Services.
3. Neither We nor any Authorised Reseller shall be required to notify You in advance of any amendment to the Fees and the placing of any further Order for Services shall be deemed acceptance of any revisions to the Fees.
4. If You fail to pay by the due date any amount due and payable by You under the Agreement, We shall be entitled, but not obliged to, charge You interest on the overdue amount, payable by You immediately on demand, accruing from the due date up to the date of actual payment, after as well as before judgment, at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from time to time and fixed sum compensation under the Late Payment of Commercial Debts Regulations 2002. Such interest shall accrue on a daily basis.
6. Liability


1. Nothing in these Terms excludes or limits either party's liability for death or personal injury caused by that party's negligence or wilful default or for fraud, and the remainder of this clause 6 is subject to this provision. If You are a Consumer, Your statutory rights (which include, for example, that We will provide the Services to a reasonable standard and within a reasonable time) are not affected by anything in these Terms.
2. Save as set out in clause 6.a, We shall not be liable to You or to any End User in contract, tort (including negligence) or for breach of statutory duty or in any other way for:
   1. any indirect or consequential losses (which includes any loss that could not have been reasonably expected by You and Us at the time of entering into these Terms);
   2. loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; or
   3. loss of goodwill or reputation.
3. Save as set out in clause 6.a, Our total liability to You and/or any End User in contract or tort (including negligence) or for breach of statutory duty shall not exceed an amount of ten million pounds (?10,000,000) per claim or series of connected claims.
4. The Content that Services are based on is derived from third party sources. Therefore, save as set out in clause 6.l in respect of risk assessments and professional opinions, We do not warrant the accuracy or completeness of any information or Content provided, unless We should reasonably have been alerted to any omission, error or inaccuracy in the Content. Such Content is provided specifically from the sources as described by Us and We do not claim that these represent an exhaustive or comprehensive list of all sources that might be consulted.
5. You acknowledge and agree that neither You nor any End User shall have any claim or recourse against any Supplier of Third Party Content.
6. You acknowledge and agree that We do not warrant that the online supply of Content or Services or any internet ordering service will be: uninterrupted or error free or provide any particular facilities or functions; free from defects; free from software viruses; free of error from computer malfunction, inaccurate processing; free from corruption of data whilst geo-coding, processing by computer or electronic means or in the course of transmission; or similar, although We will use reasonable endeavours to correct any such issues within a reasonable period of them becoming known (which may be limited to notifying the relevant Supplier). Time shall not be of the essence in providing the Content or Services.
7. You acknowledge and agree that no physical inspection of the Property Site reported on is carried out as part of any Services offered by Us and We do not warrant that all land uses or features whether past or current will be identified in the Services. The Services do not include any information relating to the actual state or condition of any Property Site nor should they be used or taken to indicate or exclude actual fitness or unfitness of a Property Site for any particular purpose nor should it be relied upon for determining saleability or value or used as a substitute for any physical investigation or inspection.
8. You acknowledge and agree that We will not be held liable in any way if a Report is used otherwise than as provided for in these Terms and/or in the Report.
9. You acknowledge and agree that the Services have not been prepared to meet Your or anyone else's individual requirements and it is Your responsibility to ensure that the Services ordered are suitable for Your (or the End User's) intended purpose.
10. You acknowledge and agree that You shall, on receipt of a Report carry out a reasonable inspection to satisfy Yourself that there are no apparent defects or failures with respect to the description and location of the Property Site and shall promptly inform Us if there are any such defects or failures.
11. All liability for any insurance products purchased by You rests solely with the insurer. We do not endorse any particular product or insurer and no information contained within the Services should be deemed to imply otherwise. You acknowledge that if You Order any such insurance We will deem such as Your consent to forward a copy of the Report to the insurers. Where such policy is purchased, You acknowledge and agree that all liability shall remain with the insurers and that You are entirely responsible for ensuring that the insurance policy offered is suitable for Your needs and should seek independent advice. We do not guarantee that an insurance policy will be available on a Property Site. You acknowledge and agree that all decisions with regard to the offer of insurance policies for any premises will be made solely at the discretion of the insurers and We accept no liability in this regard. The provision of a Report does not constitute any indication by Us that insurance will be available on the Property Site.
12. We may provide You with professional opinions or a risk assessment in a Report. You acknowledge and agree that We shall carry out (or procure that third parties carry out) such assessment with reasonable skill and care and that We shall be liable where any such risk assessment is carried out negligently. Notwithstanding the foregoing We shall not be liable for any inaccurate statement, opinion or risk rating in a Report which resulted from a reasonable interpretation of the Content.
13. Neither You, nor any End User or any other person may rely on a Service more than 12 months after it was originally provided.
14. You shall use all reasonable endeavours to ensure that End Users acknowledge and agree to the limitations and exclusions of liability set out in this clause 6.
7. Assignment and Sub-contracting


1. We shall be entitled to assign or transfer the Agreement as We reasonably see fit.
2. The Agreement is personal to You. You shall not assign, transfer, sub-licence or otherwise deal with any of Your rights and obligations under the Agreement without Our prior written consent.
3. We may authorise or allow Our contractors and other third parties to provide to Us and/or to You services necessary or related to the Services and to perform Our obligations and exercise Our rights under these Terms, which may include collecting payment on Our behalf.
8. Events Beyond Our Control


1. Neither party to the Agreement shall be liable for any delay or failure to perform their obligations caused by any circumstance beyond their control, and such party shall be entitled to a reasonable extension of time for the performance of such obligation.
9. Complaints and Dispute Resolution


1. Any complaints in relation to the Services should, in the first instance, be in writing addressed to the Customer Service Support Manager at Our registered office. We will (or Our agents will) respond to any such complaints in writing as soon as practicably possible.
2. If any dispute arises out of or in connection with the Terms of the Agreement or their validity ("Dispute") the parties undertake, subject to clause 9.c, that prior to commencement of court proceedings they will negotiate in good faith to settle such Dispute by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure as in force from time to time, which Procedure is deemed to be incorporated by reference into this clause. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution. To initiate the mediation a party shall give notice in writing to the other party to the dispute requesting a mediation. The mediation will start not later than 21 days after the date of service of such notice. If the Dispute has not been resolved to the mutual satisfaction of the parties within 60 days (or such other period as they shall agree) after the date of service of such notice then either party may refer the Dispute to the courts in accordance with clause 10.f.
3. Clause 9.b shall be without prejudice to the rights of termination stated in clause 4.a and in addition shall not prevent Us from:
   1. applying for injunctive relief in the case of: (1) breach or threatened breach of confidentiality; or (2) infringement or threatened infringement of Our or Our Suppliers' intellectual property rights; or
   2. pursuing a debt claim for the payment of the Fees.
10. General


1. If any provision of the Agreement is found by either a court or other competent authority to be void, invalid, illegal or unenforceable, that provision shall be deemed to be deleted from the Agreement and never to have formed part of the Agreement and the remaining provisions shall continue in full force and effect.
2. No delay, failure or omission on Our, or any Supplier's, part in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Agreement or by law shall be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy, nor shall any single or partial exercise of any such right, power, privilege, claim or remedy preclude the exercise of that or any other right, power, privilege, claim or remedy.
3. Our privacy policy as displayed on Our Website and updated from time to time governs the use that We shall make of any information provided by You or an End User.
4. A person who is not a party to any contract made pursuant to these Terms shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of the Agreement and We shall not be liable to any such third party in respect of the Products, save that any Supplier may enforce any of these terms and conditions against You in accordance with the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any other provisions of the Agreement, We may rescind or vary the Agreement in accordance with its terms without the consent of the Suppliers and accordingly section 2(1) of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
5. You shall ensure that each End User complies with and is bound by the Terms and shall procure that We may in Our own right enforce such terms and conditions against the End User pursuant to the Contracts (Rights of Third Parties) Act 1999. You shall be responsible for End User's compliance with the Terms and You shall be liable for all breaches of the Terms by the End Users as if they were breaches by You.
6. The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and, subject to clause 9.b, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
11. ANNEXES


ANNEX 1 - DATA-SPECIFIC TERMS
a. OS LAND-LINE DATA
i. Ordnance Survey Content known as Land-Line® and Land-Line® Plus is no longer supplied or maintained by Ordnance Survey.
ii. Where any Content includes Land-Line® and Land-Line® Plus, the terms in this paragraph a. apply in addition to the other terms of this Agreement. Where there is any conflict between the terms of this paragraph a. and any other terms of the Agreement, this paragraph a. shall take precedence.
iii. Neither We nor Ordnance Survey grant any warranty in respect of Land-Line® and Land-Line® Plus and, accordingly, neither We nor Ordnance Survey shall have any liability for any loss or damage which You may suffer as a result of any use, loss, deletion or destruction Land-Line® and Land-Line® Plus or as a result of Us and/or Ordnance Survey not supplying or updating Land-Line® and Land-Line® Plus.


b. CODE-POINT WITH POLYGONS
i. Where any Content includes Code-Point with polygons, the terms in this paragraph b. apply in addition to the other terms of this Agreement. Where there is any conflict between the terms of this paragraph b. and any other terms of the Agreement, this paragraph b. shall take precedence.
ii. You must not copy, extract, create, aggregate or compile Postcode Areas, Postcode Districts, Postcode Sectors or alternatives or substitutes for any of them from Code-Point with polygons data.
iii. In this paragraph b.:
i. "Postcode"means the single alphanumeric code owned and developed by Royal Mail Group plc and allocated by Royal mail Group plc to identify an address or number of addresses (for example SO16 0AS);
ii. "Postcode Area"means the area uniquely indentified by the outward part of the Postcode comprising the first alphabetic character or first two alphabetic characters (for example, SO, from SO16 0AS);
iii. "Postcode District"means a sub-area of a Postcode Area, identified by the Postcode Area together with the numeric, alphabetic or alphanumeric part immediately following the Postcode Area, in the outward part of the Postcode (for example, SO16 from SO16 0AS); and
iv. "Postcode Sector"means a sub-area of a Postcode District, identified by the Postcode District together with the number third from the end of a full Postcode (for example, SO16 0, from SO16 0AS).




c. POINTS OF INTEREST DATA
i. Where the Content includes Points of Interest data, the terms of this paragraph d. apply in addition to the other terms of this Agreement. Where there is any conflict between the terms of this paragraph c. and any other terms of the Agreement, this paragraph c. shall take precedence.
ii. You shall not:
i. use or display, nor permit the use or display of Points of Interest Data on the Internet;
ii. use or permit the use of Points of Interest data for direct marketing (that is any form of telephone sales, telephone marketing, direct mail, market research or use of circulation list or fax marketing , which is targeted at individuals or businesses) although this does not preclude the use of such Content for geographic analysis;
iii. use or permit the use of Points of Interest data for any purposes connected with the business of publishing directories on printed or electronic media whose content is primarily either classified listings, classified advertising or "white pages" (that is name, address and telephone number data) listings or to provide or enable the provision of a telephone directory enquiry service to the general public;
iv. use nor permit the use of Points of Interest data for geocoding or correcting any gazetteer or address list or cleaning such Content;
v. retain copies of Points of Interest data for archive purposes in accordance with clause 4.b.iii of the licence.


iii. You shall not be entitled to license any Points of Interest data from Us if You are an Excluded Company. Nor shall You be entitled to license any Points of Interest data to any contractor that is an Excluded Company. For the purposes of this paragraph c.iii. of this Annex 1, "Excluded Company" means the following companies:
Agco Limited;
Agricredit Limited;
Blue Sheep Limited;
BOCM;
BP;
BT;
Cellhire plc;
Conduit Limited;
Data Discoveries Limited;
Data HQ;
De Lage Landen Limited;
Dun Bradstreet Limited;
Enable Media Limited;
Equifax PLC;
Experian Group Limited;
First National Group Limited;
Formpart (MDV) Limited;
Graydon Limited;
ICC Company Information Services Limited;
ING Limited;
LBM Limited;
Microsoft;
Onesource Limited;
Santander UK plc;
Shell;
Syntegra;
The Number;
Thomson Directories;
UK Charges; and
Yell Group PLC,

together with any other persons We may notify to You from time to time.




d. UKMAP
i. We hereby grant You a non-exclusive, non-transferable licence for the duration of Your licence to use UKMap Content for Your internal business use as set out in clause 2.c and 2.d.
ii. You shall not be permitted to use or republish Content comprising UKMap on websites available to the public but You may use such Content on intranets.
iii. Neither We nor The Geoinformation Group Limited will seek ownership of any data that You create by reference to (but not extracted from) UKMap provided that such data does not recreate, copy or replace in any way the UKMap products and provided that such data is not used for commercial gain.


f. NEXTMAP
i. We hereby grant You a non-exclusive, non-transferable licence for the duration of Your licence to use NEXTMAP® Britain components of the Content for the following uses only:
i. for Your internal business use as set out in clause 2.c and 2.d;
ii. in reports and submissions by You to any person for whom You act in a professional capacity in respect of any of the sites that are the subject of the Content; and
iii. for publishing for display and promotion purposes, which means where the Content is published as a background to display information specific to Your activities, or is published to promote public or commercial services, provided that there is no financial gain.


ii. The NEXTMAP® Britain components of the Content may not be used to create or distribute flood maps, flood hazard maps, flood insurance rate maps, flood models or any map, image or representation of flood modelling or risk in any manner.
iii. The provisions of clause 4.b.iii (archive use) shall not apply to the NEXTMAP® Britain components of the Content.


g. BRITISH GEOLOGICAL SURVEY
i. We hereby grant You a non-exclusive, non-transferable licence for the duration of Your licence to use British Geological Survey components of the Content for the following uses only:
i. for Your internal business use as set out in clause 2.c and 2.d;
ii. in reports and submissions by You to any owner or prospective owner of any of the sites that are the subject of such Content for whom You act in a professional capacity.


ii. The provisions of clause 4.b.iii (archive use) shall not apply to the British Geological Survey components of the Content.
iii. Some of the responses contained in Reports are based on data and information provided by the Natural Environmental Research Council (NERC) or its competent body the British Geological Survey (BGS). Your use of any information contained in a Report which is derived from or based upon such data and information is at your own risk. Neither NERC nor BGS gives any warranty, condition or representation as to the quality, accuracy or completeness of such information and all liability (including liability for negligence) arising from its use is excluded to the fullest extent permitted by law.
iv. The provisions of clause 6.c shall not apply to any liability arising from or in relation to British Geological Survey components of the Content. Save as set out in clause 6.a, Our total liability in contract or tort (including negligence) or for breach of statutory duty in relation to British Geological Survey components of the Content shall not exceed an aggregate amount of ?30,000.


h. ENVIRONMENT AGENCY
i. We hereby grant You a non-exclusive, non-transferable licence for the duration of Your licence to use Environment Agency components of the Content for the following uses only:
i. for Your internal business use as set out in clause 2.c and 2.d;
ii. where You are a professional adviser, the supply of full, and un-amended copies of the Environment Agency components of the Content to a client and any other person who needs such Content in relation to that client matter in respect of which that Content was obtained, provided that a copy of the of the Environment Agency's Standard Notice (Commercial) is sent with such Content which the recipient is informed that they must comply with; and
iii. the supply of an unaltered extract of Environment Agency components of the Content to a court, tribunal or regulatory body (but not including a trade association) where the inclusion of such extract is reasonably necessary in connection with a hearing, application or other judicial or regulatory process, provided that such extract is formatted in such a way as to be static and unalterable (or not easily alterable without the loading of special software).




i. OS OPENDATA
i. The following paragraph governs Your access to and use of OS OpenData (tm) (including Code-Point® Open data) provided to You by Us.
ii. We hereby grant You a worldwide, royalty-free non-exclusive licence to use such OS OpenData(tm) subject to the following conditions:
i. You are permitted to:
i. copy, distribute and transmit such OS OpenData(tm);
ii. adapt such OS OpenData(tm);
iii. exploit such OS OpenData(tm) commercially, whether sub-licensing it combining it with other data or by including it in Your own product or application.


ii. You must:
i. acknowledge the copyright and source of such OS OpenData(tm) including the appropriate attribution statement:
"Contains Ordnance Survey data © Crown copyright and database right"
or, where You use Code-Point® Open data:
"Contains Royal Mail data © copyright and database right"


ii. include the same acknowledgement requirement in any sub-licences of such OS OpenData(tm) that You grant and a requirement that any further sub-licensees do the same;
iii. ensure that You do not use OS OpenData(tm) in a way that suggests that We or any Supplier endorses Your use of the Content; and
iv. ensure that You do not misrepresent the Content or its source.


iii. OS OpenData(tm) is licensed "as is" and We and the Supplier exclude all representations, warranties, obligations and liabilities in relation to the OS OpenData(tm) to the maximum extent permitted by law. We and the Supplier are not liable for any errors or omissions in the OS OpenData(tm) and shall not be liable for any loss, injury or damage of any kind caused by its use. We and the Supplier do not guarantee the continued supply of OS OpenData(tm).
iv. The terms in this paragraph i (i to iv), i have been aligned to be interoperable with any Creative Commons Attribution 3.0 Licence. This means that You may mix the information with Creative Commons licensed content to create a derivative work that can be distributed under any Creative Commons Attribution 3.0 Licence.
v. As at the current version date of these Terms, OS OPenData(TM) includes the following OS datasets:
OS VectorMap District
1:50 000 Scale Gazetteer
1:250 000 Scale Colour Raster
Boundary-Line
Code-Point Open
Land-Form PANORAMA
Meridian 2
Miniscale
OS Locator
Strategi
OS Street View






j. ADDRESS DATASETS
i. Where Content includes an Address Dataset (as defined in paragraph a.i. of Annex 2), the terms of Annex 2 shall apply in addition to the other terms of this Agreement. Where there is any conflict between the terms of Annex 2 and any other terms of the licence, Annex 2 shall take precedence.


ANNEX 2 - ROYAL MAIL TERMS
a. DEFINITIONS
In this Annex 2, the following terms shall have the following meanings:
"Address Datasets"means OS MasterMap® AddressLayer, OS MasterMap® AddressLayer 2, OS MasterMap® Pre-Build Address Layer and ADDRESS-POINT®;
"Corporate Licensee"means a legal entity which is licensed to use Royal Mail Data pursuant to an agreement with Royal Mail know as the "Corporate Group Licence Agreement";
"Database Cleansing"means any activity which involves the processing of Your electronic compilation of records, database or mailing list using the Royal Mail Data and includes:but does not include Data Creation;
i. verification of an existing record as being the same as the entry on the Royal Mail Data;
ii. amendment of an existing record to correct the address so that it contains the same information as the entry on the Royal Mail Data;
iii. standardisation of an existing record into a PAF format;
iv. flagging or marking of an existing record as being the same as the Royal mail Data;
v. adding further information derived from the Royal Mail Data to an existing record; and/or
vi. extracting duplicate existing records,


"Data Creation"means the use of any Royal Mail Data, whether incorporated in a product and/or service or otherwise, to create a new record or records by:
i. adding any PAF Record or PAF Records; and/or
ii. adding any PAF Record Element or PAF Record Elements;


in each case to Your existing electronic compilation of records, database or mailing list or to create a new database where previously there was none;
"External Transaction Solution"means a product and/or service whereby You operate a publicly available website (or a technical equivalent) which offers products and services to Your service recipients and which can capture, verify, update or amend an address or postcode entered by a service recipient;
"Multiple Residence Data"means the database, or any part of it, known as "Multiple Residence" which contains address and postcode information for properties in the United Kingdom which are known by Royal Mail to contain multiple residences;
"Not Yet Built Data"means the database, or any part of it, known as "Not Yet Built" which contains address and postcode information for properties under development in the United Kingdom as may be amended from time to time. "Not Yet Built" is a registered trade mark of Royal Mail;
"PAF"means the database, or any part of it known as the "Postcode Address File" containing all known delivery address and postcode information in the United Kingdom as may be amended from time to time. "PAF" is a registered trade mark of Royal Mail;
"PAF Record"means an individual entry in the collection of data that comprises the database known as PAF and in respect of the levels of data known as "Full PAF" a whole "PAF Record";
"PAF Record Element"means an individual element of the data comprising a whole PAF Record; and
"Royal Mail Data"means data or intellectual property rights owned by Royal Mail Group Limited or Royal Mail Group plc (or which Royal Mail group Limited or Royal Mail Group plc licenses form a third party), which are incorporated in any of the Services.
b. CONDITIONS OF USE
i. You shall comply and shall procure that Your End Users comply with the terms set out in this Annex 2 in respect of the Address Datasets.
ii. You shall have no right to sublicense (other than as expressly permitted in the grant of any rights for under the terms of this Agreement as modified by the terms of this Annex 2), resell, assign or otherwise transfer any part of the Address Datasets contained in the Services.
iii. You shall not:
i. use any of the Royal Mail Data to create Your own products or services; or
ii. copy or reproduce (subject to paragraph b.iv. of this Annex 2), extract, publish or reutilise the whole or any part of the Royal Mail Data.


iv. You may make copies of the Royal Mail Data to the extent reasonable necessary for the following purposes only: back-up, security, disaster recovery and testing.


c. LICENSED USE
We hereby grant You a non-exclusive, non-transferable licence for the duration of Your licence to use Address Datasets Content for Your internal business use as set out in clause 2.c and 2.d.
d. ON-DEMAND SERVICES
i. Where You are using a Service that is an On-Demand Service, You shall not use Address Datasets contained in such On-Demand Service other than for the purposes of operating and using such Address Datasets in conjunction with the On Demand Service and You agree not to use such Address Datasets elsewhere in Your organisation. You shall limit Your use of such Service to the number of Terminals specified in relation to Your Order.
ii. You agree not to pass on any part of the Address Datasets obtained as a result of using an On-Demand Service to any third parties.
iii. You shall not download or cache (meaning the automatic, immediate download and temporary storage of data, where such download and storage is an integral and essential part of a technological process) any Address Datasets.


e. DATA CREATION AND DATA CLEANSING
You shall not be permitted to use Address Datasets (including Royal Mail Data) for Data Creation and Database Cleansing or as part of an External Transaction Solution. If You wish to use the Address Datasets in a manner which is not authorised by this Agreement, then You must contact Us or Royal Mail to seek the necessary consents or licenses, for which there may be additional fees.
f. CORPORATE LICENSEE
You acknowledge and agree that You have made all reasonable efforts to ascertain if You are a Corporate Licensee in advance of paying any fees to Us, including making all reasonable enquiries of any parent companies and/or subsidiaries and checking the Royal Mail website that lists Corporate Licensees and which is generally accessible to persons which have entered into a licence agreement with Royal Mail for the use of PAF. You shall immediately advise Us if You are, or at any stage during the term of the Agreement, become a Corporate Licensee.
g. NO ROYAL MAIL WARRANTIES OR APPROVAL
i. Subject to paragraph g.ii., You acknowledge and agree that Royal Mail and, accordingly We;
i. do not in any way warrant the accuracy or completeness of Royal Mail Data and shall not be liable for any loss or damage howsoever arising out of or in connections with the contract or its termination;
ii. are not liable in any way in respect of any Royal Mail Data provided by Us to You;
iii. do not in any way warrant that the Royal Mail Data comprised in the Services have been tested for use by any party or that such Royal Mail Data will be suitable for or be capable of being used by any party;


ii. Paragraph g.i does not exclude liability for any personal injury or death with is caused by Our and/or Royal Mail's negligence or for any other liability which may not be excluded by law.
iii. Title to any copies that You make of an Address Dataset shall pass to Ordnance Survey (or Royal Mail to the extent that the copy consists of PAF or Multiple Residence Data or Not Yet Build Data) on their creation.