License Agreement
IMPORTANT! This agreement sets out the terms and conditions
(the "Agreement") which govern your use of the Product as defined below.
Please read this Agreement carefully before entering the Site or subscribing
to or making use of the Product. You may wish to retain this Agreement
for your future reference.
The Product is not sold; it is licensed. The Product is and remains the property
of the Company or other third parties and is protected by copyright laws and
international copyright treaties.
By in any way installing, copying or otherwise using the Product or any part
thereof, you agree to be bound by the terms of this Agreement. If you do not
agree to the terms of this Agreement, do not install or otherwise and in any
way use the Product or any part thereof but return it to your supplier within
fifteen (15) days for a full refund.
1. Definitions
In this Agreement the following words and expressions shall have the
following meanings:
"Annual License Renewal" means the latest version of the Product or any part
of it;
"Annual License Renewal Fee" means the annual license renewal fee (if any) payable
by you pursuant to clause 3.1 as published by the Company in respect to the Product
from time to time;
"Authorised User" shall mean any individual who is employed or engaged under
contract as part of your staff, whether on a temporary, permanent, or visiting
basis and whom you wish to authorise to have access to the Product or any part
thereof;
"Bureau Services" shall mean all services
operated by the Licensee in respect of the processing of information
or data which is owned or controlled by another person, company, organisation
or body, including (without limitation) companies in the same group as
the Licensee or any other associated organisation.
"Computer" means any computer, terminal or workstation owned or used by you;
"Effective Date" means the date of commencement of this License as printed on
the License Certificate;
"First Year Data License Fee" means the data license fee (if any) payable by
you pursuant to clause 3.1 as published by the Company in respect to the Product
from time to time;
"Initial License Period" means the period of twelve months from the Effective Date
or such other period as may be notified by the Company to you in the License Certificate
or Appendix to this Agreement or otherwise;
"Insolvency" means in respect a Licensee the presentation of a petition for winding-up,
bankruptcy, or administration or the convening of a meeting for the purpose of
considering the same, the convening by the Licensee of a meeting of its creditors,
or the appointment of a trustee, receiver, administrative receiver or similar
officer in respect of all or any part of the business and assets of the Licensee;
"Intellectual Property" means the text, graphics, images and other material,
and the organisation thereof and trademarks, software, copyrights, patents, trade
secrets, processes and methods, know-how and other intellectual property rights
embodied in or incorporated in the Product, and any tangible copies and expressions
thereof;
"License" means the license granted to you pursuant to this Agreement and the
License Certificate;
"License Certificate" means the certificate sent or to be sent by the Company
to you granting a license to you to use the Product in accordance with this Agreement
and references in this Agreement to the "Agreement " shall include the License
Certificate;
"Licensed Computers" means the number of Computers on which the Product may be
accessed pursuant to this Agreement as set out in the License Certificate;
"License Period" means the Initial License Period and thereafter whilst this
Agreement is continuing;
"Monthly Fee" means the fee payable by you pursuant to clause 3.3 as published
by the Company in respect to the Product from time to time;
"Network" means any electronic communication between two or more computer terminals
linked together through computer software and/or telecommunication satellite
cable or broadcasting services or through any other medium now known or hereinafter
invented;
"Person" means any person, firm, company, institution, organisation or other
legal entity throughout the world;
"Product" means the product(s) Licensed by the Company pursuant to this Agreement
as set out on the License Certificate(s) and shall include all computer software,
the data supplied with it, any associated media, electronic documentation and
printed materials and if applicable any Site;
"Product Update" means an updated version of the Product or any part of it;
"Program License Fee" means the fee (if any) payable by you pursuant to clause
3.1 as published by the Company in respect to the Product from time to time;
"Site" means any website supporting the Product;
"you" or "your" means the Licensee means the licensee under this Agreement as
stated on the License Certificate.;
2. Grant of License:
2.1 The Company hereby grants to you the non-exclusive right for the
License Period to install one copy of the Product on the Licensed Computers
only on the terms and subject to the conditions set out in this Agreement and
(if the License Certificate so states) the Post Office End User License Agreement
which (if applicable) is attached to this Agreement. The Product may not be
accessed and used or shared between or in any way accessed and used from, either
on or off Network, any Computers, other than the Licensed Computers irrespective
of whether such access or use is concurrent.
2.2 If you intend to install, use or access the Product on or from more than
the number of Licensed Computers or to share the Product between or in any
way access it from, either on or off Network, more than the Licensed Computers
then separate License Agreement(s) relating to the number of such other Computers
intended to carry the Product or any part thereof must first be entered into
with the Company.
2.3 The Company shall be entitled to sell or grant Licenses of the Product
or any part thereof to any Person and nothing herein contained shall prevent
the Company from compiling contributing to, publishing, marketing or licensing
any other product in any way similar to the Product.
2.4 You shall have the right to load and store the Product on the Licensed
Computers only and subject to the provisions of this Agreement to give access
from the Licensed Computers to the Product only to Authorised Users.
3. License Fees:
3.1 In consideration of the License granted to you under this Agreement
you shall, pay to the Company on receipt of the invoice in respect thereto
the Program License Fee, the First Year Data License Fee and on each Annual
License Renewal the Annual License Renewal Fee(s) in each case at the Company's
prevailing price for such fees in respect of the Product from time to time.
3.2 If elected by you prior to the commencement of this Agreement instead
of the payments set out in clause 3.1 above you may in consideration of the
License
granted to you under this Agreement pay the Monthly Fee to the Company and
you shall sign and effect a Direct Debit/Standing Order in such form as the
Company may require for the amounts payable by you in respect of the Monthly
Fee from time to time.
3.3 All fees (save for the Monthly Fee, which is stated inclusive of Value
Added Tax) payable pursuant to this Agreement are stated by the Company exclusive
of Value Added Tax which, if payable, shall be paid by you on presentation
of an appropriate VAT invoice.
3.4 If you default in making payment of any sum payable by you pursuant to
this Agreement then the Company shall be entitled (without prejudice to any
other right or remedy it may have) to charge you interest on the outstanding
sums at the rate of 2% per annum above Barclays Bank Plc's base rate in force
from time to time from the date the payment became due until actual payment
is made (irrespective of whether the date of payment is before or after any
judgement or award is made).
3.5 If you default in making payment of any sum payable by you pursuant to
this Agreement then the Company shall also be entitled to deny you access to The
Product until outstanding fees have been paid in full, and shall not be responsible
for any loss or damage you may suffer in consequence. It is expressly agreed that
you will continue to remain bound by all the obligations of this Agreement during
the period that access to The Product is so denied, including notice periods, annual
License Renewals and further fees payable.
3.6 The Company may increase any fees payable pursuant to this Agreement at any
time after having provided you with three calendar months notice thereof prior to any
such increase.
4. Your Obligations
You shall not:
(i) transfer the Product from the Computer it was originally installed on
or load it on to any other Computer without having made a prior written request
of the Company for permission to do so which permission may be refused in the
Company's absolute discretion;
(ii) reverse engineer, decompile or disassemble the Product in any way;
(iii) separate the component parts of the Product for use on more than one
Computer;
(iv) retain or make any copies of the Product other than the Product as provided
to you by the Company pursuant to the terms of this Agreement and for a copy
to be used for back-up purposes only;
(v) extract Postcode Address File Data or AFD Data from the Product other than
as part of the bona fide address management task you undertake or unless the
prior consent of the Company has been obtained in writing display the Product
on the internet or elsewhere or make it available to anyone other than an Authorised
User;
(vi) without prejudice to the generality of the foregoing, do anything with
the Product which is in breach of or otherwise inconsistent with the moral
rights of the Company;
(vii) post or transmit through the Product or the Site any material which violates
or infringes in any way upon the rights of others, which is unlawful, threatening,
abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene,
profane or otherwise objectionable, which encourages conduct that would constitute
a criminal offence, give rise to civil liability or otherwise violate any law,
or which, without the Company's express prior approval, contains advertising
or any solicitation with respect to products or Products; or take any action
which the Company in its absolute discretion considers will restrict or inhibits
any other Person from using or enjoying the Product.
5. Product Updates, Renewals and Support
5.1 If you have not elected to pay the Monthly Fee the Company shall provide
you with quarterly Product Updates for the duration of this Agreement only
at your specific request and at the prevailing cost for such Product Updates.
It is an express condition of this Agreement that, if you have not elected
to pay the Monthly Fee, you will in any event obtain an Annual License Renewal
from the Company no less frequently than once in every calendar year whilst
this Agreement is continuing (or such other frequency as may be notified to
you by the Company in the License Certificate or otherwise) at the prevailing
price for such Annual License Renewal at the time of such purchase.
5.2 If you have elected to pay the Monthly Fee you will be sent Product Updates
as and when available.
5.3 Any Product support requested by you will be provided free of charge
during normal working hours of 9am-5pm Monday - Friday (excluding holidays)
by either
Internet Electronic Mail (e-mail), World Wide Web (www) publications and documentation
or telephone. Any further or subsequent Product support is chargeable at a
fee agreed by you and the Company from time to time.
5.4 Any supplemental software provided by the Company to you as part of or
in the course of despatching and providing Product support or in providing
Product Updates or Annual License Renewals shall be provided to you at one
address only (being the address set out in the License Certificate) and
shall be considered part of the Product and the installation or use thereof
will be subject to the terms and conditions of this Agreement.
6. Access to the Product
6.1 This clause 6 shall apply where access to the Product and any Site is
by means of HTML requests across the internet.
6.2 If you have not received a serial number and password from the Company
after subscribing to the Product, you may not use the Site. You agree that
you will not at any time disclose, transfer or permit any other person to use
your serial number and password. You are responsible for taking all reasonable
steps to ensure that no unauthorised person shall have access to your serial
number and password. It is your sole responsibility to:
(i) control the dissemination and use of serial number and password;
(ii) authorise, monitor and control access to and use of your account and
serial number and password; and
(iii) promptly notify the Company of any need to reset or deactivate your serial
number and password.
The Company reserves the right to freeze or terminate accounts that do not
conform to these requirements.
7. Duration of Agreement
7.1 This Agreement shall commence on the Effective Date and shall
remain in effect for the Initial License Period and thereafter unless terminated
in accordance with this Agreement. In the event this Agreement is not renewed
this Agreement shall terminate at the end of the Initial License Period or
the relevant anniversary of it.
7.2 At the end of the Initial License Period and at each anniversary of the
Effective Date this Agreement shall automatically renew for 12 months unless
you shall previously have given written notice, to the Company at least one
month but not more than three months prior to the expiration of the Initial
License Period or each subsequent anniversary of the Effective Date of your
intention not to renew the Agreement.
7.3 The Company shall have the right to immediately terminate this Agreement
in the event of any conduct by you which the Company, in its sole discretion,
considers to be unacceptable, or pursuant to clause 8 below or in the event
of your breach of this Agreement or your Insolvency.
7.4 In the event this Agreement shall terminate for any reason whatsoever
you shall return the Product to the Company and you shall also delete or
cause
to be deleted the Product from any and all computer-readable versions and shall
provide the Company with a certificate attesting to such deletion.
8. Discontinuation of Product
8.1 The Company shall have the right at any time, without notice, to change,
suspend, discontinue, withhold or refuse access to any aspect or feature of
the Product or the Site, including, but not limited to, content, hours of availability
and equipment and software needed for access or use. The Company may also impose
limits on certain features and Products or restrict your access to parts or
the entire Product or Site without notice or liability on its part.
8.2 The Company reserves the right at any time to withdraw the Product or
any part thereof or terminate this Agreement if the Company ceases, for whatever
reason, or no longer retains the right to License the Product or any part thereof,
or if, in the Company's sole discretion and on reasonable grounds believes
that the Product or any part thereof contains any material which infringes
copyright or is defamatory, obscene, unlawful, or otherwise objectionable.
The Company will in event of such withdrawal give written notice to you and
you shall, on receipt of such notice, immediately comply with any of the Company's
reasonable instructions with respect to such withdrawn Product.
8.3 Should the Company permanently or for a continuous period of seven days
or more withdraw the Product or the Site or terminate this Agreement pursuant
to clauses 8.1 or 8.2, a refund of any of the fees paid pursuant to this Agreement
will be refunded pro rata to you.
8.4 The Company may at its sole discretion at any time and without warning
withdraw from you or withhold the Product to you or terminate this Agreement
if your activities are considered by the Company in its absolute discretion
to be inappropriate or unlawful.
9. Marketing
The Company may wish to identify you in its marketing materials as
a subscriber or licensee of the Product. Your use of the Product indicates
our permission for the Company to use your personal data in this manner unless
you notify the Company otherwise, in writing, within five business days of
the date of the License Certificate.
10. Variation of Terms of Agreement and Information
The Company shall have the right at any time to change or modify the terms
of this Agreement and the terms and conditions applicable to your use of the
Product, or any part thereof, or to impose new conditions, including, but not
limited to, changing fees and charges for use. Such changes, modifications,
additions or deletions shall be effective immediately upon the Company giving
notice thereof (save where otherwise specifically provided in this Agreement),
which may be given by means including, but not limited to, posting on the Site,
or by electronic or conventional mail, or by any other means by which you obtain
notice thereof. Your continued use of the Product or the Site after such notice
shall be deemed to constitute acceptance of such changes, modifications or
additions.
11. Privacy Policy and Public Communications
You acknowledge and agree that any communications made to or by means
of any portion of the Site are public. You acknowledge that:
(i) you have no expectation of privacy in any communication; and
(ii) no confidential, fiduciary, contractually implied or other relationship
is created between you and the Company by reason of your transmitting a communication
to any area of the Site or through the Product.
12. Intellectual Property and Ownership
12.1 The Product is the property of the Company or the subject of
a license to the Company and is protected by copyright and other intellectual
property laws. It is expressly understood and agreed that all of the Intellectual
Property is and will continue to be the exclusive property of the Company
and/or its suppliers and/or its associated companies or entities. By using
the Product and accessing the Intellectual Property, you agree that you will
not take any action inconsistent with the Company's or its suppliers' or
associated companies or entities' ownership rights and that you will abide
by the copyright law and all other applicable international laws in general
and the laws of the Isle of Man in specific with respect to such Intellectual
Property. Details of the copyright to which the Product is subject is set
out on the License Certificate.
12.2 You shall take all necessary measures to safeguard the Intellectual
Property and proprietary rights of the Company and its suppliers and associated
companies
and entities in the Product and without prejudice to the generality of the
foregoing shall ensure that:
(i) each and every part of the Product used by you or any Authorised User
in accordance with the License shall be clearly identified as being an extract
of the Product;
(ii) you will keep the License Certificate confidential and divulge it only
to Authorised Users;
(iii) you use your best efforts to ensure that Authorised Users abide by the
terms and conditions of this Agreement and in particular but without limitation
do not reproduce, redistribute, retransmit, publish or republish or otherwise
commercially or in any other way exploit the Product save only as permitted
under the terms of this Agreement;
(iv) you monitor compliance by each Authorised User with the terms of this
Agreement and immediately on becoming aware of any unauthorised use by an Authorised
User of the Product or any part thereof or other breach of this Agreement take
all reasonable steps both to ensure that such Authorised User ceases such activity
and to prevent any recurrence of it including where necessary by terminating
that Authorised User's access to the Product or any part thereof;
(v) you use your best efforts to ensure that only Authorised Users are permitted
access to and use of the Product;
(vi) you maintain all copyright notices relating to the Product on all copies
of or on any part of the Product held under your control; and
(vii) comply with all applicable law as it relates to the use or access of
the Product.
12.3 Unless expressly agreed by the Company you shall not:
(i) alter, modify, delete, conceal, obscure, remove or otherwise tamper with
the trade marks, trade names, numbers, copyright or other proprietary legends
or designations of origin or other means of identification notices or disclaimers
used on or in relation to the Product from time to time;
(ii) do, or authorise any Authorised User or other Person to do any act which
would or might invalidate or be inconsistent with any Intellectual Property
of the Company in the Product and shall not omit or authorise any third party
to omit or do any act which by its omission would have that effect or character.
13. Use of Content, Copyright and License to Download
Material
The Company owns the copyright or has had Licensed to it all Intellectual
Property, and unauthorised copying of any Intellectual Property is prohibited.
Subject to this Agreement, the Company grants to you, whilst your subscription
to the Product subsists, a limited License to download the Product, data
files, installation software, example and instruction pages and web building
templates for the sole purpose of enabling you to make use of the Product
in accordance with this Agreement and where applicable have access to the
Site. No other licensing rights are granted.
14. Warranties
14.1 The Company warrants that it has the right to license the rights
granted to you under this Agreement and that the Product will perform substantially
in accordance with the description of the Product provided to you for a period
of 90 days from the date of receipt of the Product by you. No other warranties
are given by the Company.
14.2 The Company's (and its agents, employees, suppliers' and/or any other
third party associated with or in the employ of the Company) total liability
under this Agreement, if any, will be limited to the equivalent of one month's
fees paid up by you for the Product.
14.3 The warranties set out in this clause 14 are in lieu of all warranties,
conditions, terms, undertakings, and obligations implied by statute, common
law, custom, trade usage, course of dealing, or otherwise, all of which are
hereby excluded to the fullest extent permitted by law.
15. Customer Acknowledgements
YOU EXPRESSLY AGREE THAT:
(i) use of the Product and the Site is at your sole risk. The Company does
not warrant that Product or the Site will be uninterrupted or error free;
(ii) although the Company has attempted to provide accurate information on
the Product to you, the Company does not assume any responsibility for, or
make any representation with respect to the accuracy or completeness of such
information;
(iii) the Product or Site is provided "AS IS," and the Company expressly disclaims
any implied or expressed warranties or conditions of any kind (except for the
warranty provided in clause 14 above), including warranties of merchantability,
fitness for a particular purpose or non-infringement of intellectual property
relating to such Product.;
(iv) you specifically acknowledge that the Company is and will not be liable
for any defamatory, offensive or illegal conduct by you or other third party
as it relates to the Site and the Product;
(v) the Company and its associated companies and entities, suppliers and agents
shall not be liable for any infection by any virus or damage to any computer
that results from the use, access to the Product or the Site or downloads of
any Intellectual Property therefrom;
(vi) the Company shall not be liable or responsible for any loss or damage
caused in whole or in part by the occurrence of any contingency beyond the
control of the Company, including but not limited to fires, civil unrest, riots,
rebellions, accidents, explosions, interruptions or imperfections in telephone
cables or computer systems, network or internet disruptions, electrical disturbances,
power failures, satellite malfunctions or interruptions, floods, storms or
any similar act or act of God;
(vii) in no event shall the Company its associated companies and entities,
suppliers or agents be liable for any damages whatsoever, including (without
limitation, special, indirect, consequential or accidental damages, including,
without limitation, damages resulting from the use or reliance on the information
presented, loss of profits or revenues or cost of replacement of goods save
as provided in clause 14 above;
(viii) compliance with data protection laws applying in any jurisdiction where
the Product is used by you or otherwise applying to you shall be your sole
responsibility and you hereby warrant to the Company that you have and will
comply with all such data protection laws in connection with your use of the
Product;
(ix) you will provide the Company with all information reasonably requested
by it within 7 days of a request by the Company requesting such information
and on request provide facilities to the Company during business hours to inspect
at your premises any records, documents and Computers in each case for the
purpose only of ensuring your compliance with the terms of this Agreement;
(x) the Post Office End User License Agreement shall form part of this Agreement
if it is stated in the License Certificate to so apply; and
(xi) the License shall be governed by this Agreement which shall apply irrespective
of whether you have provided in any order or otherwise for any other terms
and conditions to apply to this License, such other terms and conditions being
of no effect.
16. Severability
If any part of this Agreement is determined by any competent authority
to be invalid, unlawful or unenforceable to any extent, it shall to that
extent be severed from the remainder of the Agreement, which shall continue
to be valid and enforceable.
17. Indemnification
You agree to defend, indemnify and hold harmless the Company, its
associated companies and entities, its suppliers and their respective officers,
and agents and/or any other third party associated with or in the employ
of the Company or such other Person from and against all claims and expenses,
including legal fees, arising out of your use of the Product and the Site
or any use made of your account with the Company.
18. Transfer
You may only transfer, assign sub-License or otherwise deal with the
License granted under this Agreement if you have obtained the Company's express
written consent which may be refused in the absolute discretion of the Company.
The Company may transfer or assign this agreement in its absolute discretion.
19. Applicable Laws
19.1 The terms of this Agreement are governed by Isle of Man Law.
19.2 You agree to the exclusive jurisdiction of the Isle of Man courts in
relation to any dispute, which may arise under this Agreement.
20. Confidentiality
You shall during the term of this Agreement and thereafter keep and
procure that your employees, contractors and agents keep secret and confidential
all business, technical and commercial information concerning the Company
and the Products that you have received or obtained as a result of the entering
into of this Agreement save for information which is trivial or obvious or
which enters into the public domain other than as a result of a breach of
this clause.
21. Additional provisions applicable to Names & Numbers
Products
21.1 It is a further condition of this Agreement that you agree that:
(i) it is your responsibility to contact the Mailing Preference Service (MPS), the Telephone Preference Service (TPS) and the Corporate Telephone Preference Service (CTPS) (which are updated approximately every 28 days) to check and eliminate any records obtained from the Product before using such records for marketing, research or survey purposes;
(ii) no records obtained directly from the Product shall be used for marketing, research or survey purposes unless they are records including an Organisation Name, or are shown
in The Product to be included in the "Edited Electoral Roll".
(iii) you will follow the following codes of practice when contacting people
by telephone using records obtained from the Product:
(a) never call a person who has registered with the TPS or an Organisation registered with the CTPS;
(b) always identify yourself clearly;
(c) never withhold your own Caller Line Identity;
(d) never adopt a menacing or annoying manner;
(e) remain polite, respectful and never use profanities or bad language;
(f) immediately end a call when requested to do so;
(g) always respect a request not to be contacted again;
(h) never telephone during unsocial hours (i.e never call a private residence
before 10a.m (11a.m at weekends or holidays) or after 10p.m.)
21.2 The Mailing Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3310 or http://www.mpsonline.org.uk and the Telephone Preference Service and Corporate Telephone Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3320 or http://www.tpsonline.org.uk.
21.3 In addition to the fees payable pursuant to clause 3 of this Agreement
you shall:
(i) pay to the Company a Data Extract License Fee for each thousand (or part
thereof) records extracted from the Product after the first 100,000 address
records have been extracted. For the purpose of this clause an "address record" is
a record of one person or organisation at one delivery point and shall not
include the use of the Product for address capture, address list cleaning,
and address look up; and
(ii) submit a quarterly return to the Company detailing the records which have
been extracted by you in the previous quarter in the format requested by the
Company from time to time. The returns shall be submitted to the Company by
the 15th April, 15th July, 15th October and 15th January in each year in respect
of the 3 month period ending on the last day of the previous month.
22. Additional provisions applicable to Censation Census-Based and other National Statistics Data
22.1 Censation contains Census output which is Crown copyright and is reproduced with permission of the controller of HMSO and the Queen’s printer for Scotland
22.2 The Census output contained in Censation incorporates safeguards against the possible identification of any particular person or household. You shall not use such output to attempt to obtain or deriveinformation relating specifically to an individual or household, nor claim to have obtained or derived such information.
22.3 You shall not operate any Bureau Services that make use of data or information from Censation.
22.4 Parliamentary Constituency and other National Statistics data is sourced from National Statistics. Crown copyright material is reproduced with the permission of the Controller of HMSO.
23. Additional provisions applicable to Map Data23.1 The Map Data supplied with AFD Postcode products is copyright of Collins Bartholomew Ltd
23.2 All screen images derived or generated from the data should incorporate the following acknowledgements:
Digital Map Data © Collins Bartholomew Ltd (year)
“year” shall be the year in which The Product was purchased or most recently renewed.
23.3 Hard copy prints from the map data up to and including A4 size are permitted under the terms of this agreement. Hard copy output for resale or distribution to third parties may not be produced by you without the written permission of Collins Bartholomew. All hard copy output produced from the data should incorporate the following acknowledgements:
Digital Map Data © Collins Bartholomew Ltd (year)
“year” shall be the year in which The Product was purchased or most recently renewed
24. Additional provisions applicable to
BankFinder
24.1 All property rights in the Irish Bank sort
code and validation data supplied with AFD BankFinder are the property of
IPSO and/or its member banks, and that title shall not pass to you under
any circumstances.
24.2 You shall not grant any license or
otherwise permit any third party to use the Irish Validation Data or the
Product.
24.3 You shall procure that only those employees
and information technology contractors who have a need to know are given
access to the Irish Validation Data supplied; and so that each such
employee and contractor shall be advised that the Irish Validation Data is
the property of IPSO and/or the Banks, and further is required to be kept
confidential. You shall procure that the Irish Validation Data is kept
confidential by such employees and contractors.
24.4 You shall not reverse engineer, publish or
cause to be distributed the modulus rules used in validation.
24.5 You shall not publish or cause to be
distributed a paper directory of Validation Data or Sort Code Data, and
whether in competition with IPSO's publication entitled “Sort Code
Book” or otherwise.
POST OFFICE END USER LICENSE
1. DEFINITIONS
"PAF" is a registered trademark of the Royal Mail (part of the Post
Office) and stands for Postcode Address File. It is a database containing
all known addresses and Postcodes in the United Kingdom.
"Postzon" is comprised of a version of PAF containing one record for each Postcode
in the UK. The information supplied with each Postcode includes an Ordnance
Survey Grid Reference and a variety of other coded identifiers which describe
Country,
County, District, Local Authority Electoral Ward and National Health Service
District Health Authority.
The Postcode alone is not sufficient to identify each delivery point in the
UK. A "Delivery Point Suffix" (DPS) has been developed: a two-character code
(one alpha, one numeric) which enables each delivery point to be uniquely identified.
To enable customers to apply a barcode correctly to mail, both the Postcode
and Delivery Point Suffix are required along with a Checksum Digit. The Checksum
Digit can either be accessed via a small programme which will generate it automatically,
or from the file which contains the Delivery Point Suffix information. This
file is referred to as the "Postcode Information File" (PIF).
In this agreement, "PAF" includes the Postcode Address File, updates to the
Postcode Address File and extracts from the Postcode Address File, "Postzon",
updates to "Postzon" and extracts from "Postzon", "PIF", updates to "PIF" and
extracts from "PIF",as supplied or contained in any product supplied by the
VAR to the VAR's Agent.
"VAR" shall mean AFD Software Ltd - a person licensed by the Post Office to obtain
copies and updates of PAF from the Post Office both for its own use and to
enhance its own products and services for sale to End Users which make use of
PAF and
to licence VAR's Agents for the same purposes.
"VAR's Agent" shall mean persons who obtain copies and updates of PAF from AFD
Software Ltd both for their own use and to enhance their own products and services
to supply to End Users.
"End User" shall mean the person entering into the Agreement of which this licence
forms part with a VAR or VAR's Agent.
"User" shall mean an individual, work station or terminal within an End User's
organisation which has access to any part of the PAF data either directly or
indirectly through a VAR or VAR's Agent's software routines.
"Number of Users" shall mean the number of Users per normal working day.
2. LICENSE
2.1 This License grants the End User the non-exclusive right
to use extracts and derivatives from PAF, and updates to PAF provided
to the End User by the VAR or the VAR's Agent (as the case may be).
2.2 The End User shall complete the PAF End User Registration Form attached
to this License and return it to the VAR or VAR's Agent within seven days of
entering into this Agreement.
3. LIMIT ON END USER'S USE OF POSTCODE ADDRESS
INFORMATION
3.1 The End User shall not at any time reproduce, publish, sell,
let, lend or otherwise part with possession of PAF or relay or disseminate
PAF but the End User may make one back up copy of each version of PAF
for security purposes. The End User shall ensure that its employees,
agents and sub-contractors comply with the terms of this Clause PROVIDED
THAT nothing in this clause shall prevent the End User from using PAF
to modify existing mailing list databases.
3.2 The End User shall upon reasonable notice grant the Post Office and its
agents, reasonable accompanied access, upon prior notice, during working hours,
to their premises, accounts and records relevant to this License for the purpose
of verifying and monitoring the End User's compliance with its obligations
under this License.
3.3 The End User shall ensure that any changes to the Number of Users specified
in the License Certificate 1 are notified to the VAR/VAR's Agent and that the
Number of Users does not exceed that permitted by the number and type of licences
(described in the License Certificate) purchased by the End User.
3.4 The End User shall have a reasonable mechanism or process in place to ensure
that the number of persons using the data does not exceed the number of Licenses
purchased.
3.5 The End User shall comply with all requirements of the Data Protection
Act 1984 ("the Act") relevant to its possession lor use of PAF, and shall ensure
that its use of PAF is not inconsistent with the registration of the Post Office
under the Act.
4. FEES
4.1 The End User shall pay to the VAR's Agent or the VAR (as the case
may be) annual License fees in accordance with the time scales set out therein.
4.2 The PAF End User License Fees may be increased or decreased or the payments
structure modified or amended, by the Post Office giving notice to VARs (which
VARs must communicate to VAR's Agents and End Users) provided that:
4.2.1 the Post Office shall give six month's notice of any straightforward
increase or decrease and any such increase in prices shall not take place more
than once in any year and the amount of any increase shall be limited to increases
in the Retail Prices Index since the last occasion upon which the End User
License Fees were increased;
4.2.2 any modification or amendment of the pricing structure which is more
than a straightforward increase or decrease in prices shall take place on no
less than one year's notice;
4.2.3 End User License Fees current at the time of the Post Office Notice shall
only be affected by the changes upon the next anniversary of the Agreement
of which this License forms part, following the expiry of the Post Office Notice.
5. LIABILITY OF THE POST OFFICE
5.1 The End User acknowledges that the Post Office does not in any
way warrant the accuracy or completeness of PAF and the Post Office shall
not be liable for any loss or damage (whether direct or indirect or consequential)
howsoever arising, out of or in connection with this License (or the Agreement
of which it forms part) or its termination.
5.2 The End User acknowledges that the Post Office is not liable in any way
in respect of the services provided by the V AR or VAR's Agent (as the case
may be) to the End User.
5.3 Even if the services provided to the End User by the VAR or the VAR's Agent
are designated as Post Office approved, the End User acknowledges that the
Post Office gives no warranty that such services have been tested for use by
any party or that such services will be suitable for or be capable of being
used by any party.
5.4 The End User acknowledges that the Post Office shall not be obliged in
any circumstances to provide PAF or any related services direct to the End
User.
6. PROPERTY RIGHTS IN PAF
6.1 PAF and the copyright in PAF are and shall remain the property
of the Post Office. This License shall not operate as an assignment
of any copyright or any other intellectual property right that may
subsist in PAF.
6.2 The End User shall not remove or tamper with any copyright notice attached
to PAF.
6.3 The provisions of this Clause shall continue to operate after the termination
of this License.
7. ASSIGNMENT
7.1 The End User shall not assign or sub-contract this License
or any part of it.
8. TERMINATION
8.1 If any Agreement between the Post Office and the VAR, or
between the VAR or VAR's Agent and the End User (of which this License
forms part), for the provision of PAF or services or products containing
PAF is terminated, this License will automatically be terminated.
8.2 On termination of this License the End User shall either return to the
VAR or VAR's Agent (as the case may be) all copies of PAF supplied to it under
this License or the End User shall confirm in writing to the VAR's Agent that
all PAF data, to the extent that it is capable of being deleted or destroyed,
has been so deleted or destroyed.
8.3 This license shall be terminated if the End User brings the Post Office
into disrepute.
9. LAW
9.1 This License shall be deemed to have been granted in England
and shall be subject to English law. The parties agree to submit to
the jurisdiction of the English courts.
