Digital 6 - Historical digital data supply and licence terms and conditions
Read these terms and conditions before completing an application for an Historical Digital Data Licence.
1. Definitions
1.1 Unless the context otherwise requires in these terms and conditions:
“Customer” means the party specified in the application;
“Intellectual Property (“IP”)” means the digital data licensed by Us and supplied to You. It also means databases, utility models, trademarks, trade names, service marks, know-how, designs, drawings, algorithms, computer programs and confidential information;
“Intellectual Property Rights” (“IPR”) means (as appropriate) Copyright, database right, and all other similar proprietary rights (whether registered or not) in the Intellectual Property owned by the Crown through the Keeper of Public Records as may exist anywhere in the world and licensed under this Contract and all applications and rights to apply for the protection of any of the foregoing. It also means patents and any other process or other similar right or assets capable of protection;
“Sales Policy” see Copyright Publications page;
“We, Our or Us” means Land & Property Services;
“You or Your” means the Customer.
1.1.1 References to any statute or statutory provision shall include a reference to any statute or statutory provision, which amends or replaces or has amended or replaced it and vice versa and the same shall apply to statutory instruments; and
1.1.2 These terms and conditions shall be binding upon and shall continue for the benefit of Our successors and assigns or the Department of Finance, as the case may be.
2. Ownership
The Crown owns absolutely, as beneficial owner all rights in the IP. The IP supplied and the Licence granted are issued by The Chief Operating Officer, Land & Property Services, operating under a Delegation of Authority from the Keeper of Public Records, in whom is vested by Royal Letters Patent the Crown Copyright in all Government information and works.
3. Grant of Licence
3.1 In consideration of You paying the Licence fee, and performing Your obligations under these terms and conditions, We grant You a non-exclusive, non-transferable (except only as a personal gift) Licence to use the IP Worldwide solely for the the Customer’s personal use.
3.2 The Licence shall commence on the date the IP is issued and shall continue until either party gives written notice to terminate the other party.
3.3 You shall not permit any third party to use the IP nor use the same on behalf of or for the benefit of any third party without Our prior written consent.
3.4 You have no right to use the IP other than as expressly set out in these terms and conditions.
4. Support and maintenance
We will not provide support and maintenance services.
5. Your obligations
5.1 You will take all reasonable technological and security measures to ensure that all of Our IP which You hold, or are responsible for, is secure from unauthorised use or access.
5.2 You will not use the IP, or allow it to be used by others, in any manner, which We reasonably feel is inconsistent with the goodwill in Our name.
5.3 Permission to publish must be applied for using either the appropriate Publishing Permit application form or Internet Usage Licence (depending on your usage); details of which can be obtained by contacting Our Intellectual Property Rights (IPR) Branch.
6. Sub-licences
You shall not be Licensed under these terms and conditions to grant sub-Licences without Our prior written agreement.
7. Licence fees
7.1 The Licence fee shall be payable by You on the date of the commencement of the Licence.
7.2 You may make paper copies/ print outs from this IP for Your own personal use only.
7.3 If You wish to make digital copies (other than for security/ back up purposes, for which You may make one (1) copy) You must either hold a valid copyright licence or request permission from Us. IPR/ Copyright Licensing enquiries can be emailed to Copyright@finance-ni.gov.uk.
8. Intellectual Property Rights
8.1 You acknowledge the Crown’s ownership and proprietary rights in the IP and agree and acknowledge that:
8.1.1 You will not obtain any rights in the IP, except as expressly granted to You under these terms and conditions; and
8.1.2 You will not register or attempt to register any of the IP in any jurisdiction without Our prior written permission.
8.2 You shall immediately give notice in writing to Us if You become aware of any:
8.2.1 Infringement or suspected infringement of any of the IP; or
8.2.2 Claims made or threatened that the IP infringes the rights of any third party.
8.3 In the case of any infringement or suspected infringement by any third party of the IP:
8.3.1 We shall have sole discretion to decide what action if any to take;
8.3.2 We shall have sole control over and conduct of all claims and proceedings;
8.3.3 You will, subject to an indemnity from Us for Your costs, act in accordance with Our reasonable instructions, provide Us with all assistance as We may reasonably require in the conduct of any claims or proceedings; and
8.3.4 We will bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for Our own account.
9. Liability
9.1 We will remedy, as soon as reasonably practicable (which may not be until the next release) any error in or omission from the IP of which You notify Us.
9.2 It is Your responsibility to ensure that the IP is suitable for Your intended purposes. We accept no liability as to the fitness of the IP supplied in meeting Your needs and We exclude to the fullest extent permissible by law all warranties, conditions or terms that may be implied by statute, statutory instrument, common law, custom or otherwise.
9.3 We will indemnify You and hold You harmless against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that Your possession and/ or use of the IP infringes the Copyright, Trademark rights or other IPR of a third party (‘IP Infringement’) provided that:
9.3.1 Your possession and/ or use of the IP is pursuant to and in accordance with these terms and conditions;
9.3.2 You give Us notice of any IP Infringement immediately on becoming aware of it; and
9.3.3 You give Us the sole conduct of the defence above (We will pay reasonable costs) to any claim or action in respect of an IP Infringement and do not at any time admit liability or otherwise settle or compromise the said claim or action except upon Our express instructions.
9.4 We shall have no liability to You in respect of an IP Infringement if:
9.4.1 The same results from any use of the IP by You other than in accordance with these terms and conditions;
9.4.2 The same results from any use of the IP for a purpose for which it was not designed;
9.4.3 There is any breach by You of Your obligations under these terms and conditions;
9.4.4 There has been any alteration, modification, adjustment or enhancement made by You to the IP that was not authorised by Us; or
9.4.5 There has been any combination, connection, operation or use of the IP with any other equipment, software or documentation and such combination, connection, operation or use was not within the contemplation of the parties at the time of delivery of the IP.
9.5 In the event of an IP Infringement, We shall be entitled at Our expense and option either to:
9.5.1 Procure the right for You to continue using the IP;
9.5.2 Make, where relevant, such alterations, modifications or adjustments to the IP so that it becomes non-infringing without incurring a material diminution in performance or function; or
9.5.3 Replace, where relevant, the IP with a non-infringing substitute provided that such substitute does not entail a material diminution in performance or function.
9.6 If in Our reasonable judgement, We are not able to exercise any of the options set out in Clause 9.5 within ninety (90) days of the date We receive notice of the IP Infringement, We will accept the return of the infringing IP.
9.7 This Clause 9 sets out Your exclusive remedy and Our sole liability in respect of any breach of warranty concerning any IP Infringement.
9.8 You shall be liable for, and will indemnify Us against any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Us whether direct or consequential (including but without limitation any economic loss or other loss of profits, business or goodwill) arising out of any dispute or contractual, tortious or other claim or proceeding brought against Us by reason of the manufacture, use or sale of any goods and services or the use by You of the IP other than in accordance with these terms and conditions except for liability for death or personal injury resulting from Our negligence, or Our servants or agents and any other liability which We are expressly prohibited from excluding or limiting by law.
9.9 Save as otherwise provided in these terms and conditions We shall be under no liability of any sort (however arising) and without prejudice to the foregoing shall not be liable for any damage, injury, loss (whether direct, consequential or otherwise), loss of profits or costs, charges or expenses, however arising.
9.10 Our total and aggregate liability in connection with these terms and conditions will not at any time exceed an amount equal to the total monies paid by You to Us at the time of commencement of the Licence.
9.11 You warrant that You have not relied on any undertaking, promise, assurance, statement, representation, warranty or understanding relating to the IP other than as expressly set out in this Licence.
10. Period of contract and termination
10.1 These terms and conditions shall be effective from the commencement date and subject to the provisions of this Clause 10 and shall continue in force for the period of the Licence.
10.2 We shall be entitled forthwith to terminate these terms and conditions by written notice to You if:
10.2.1 You commit any continuing or material breach of any of the provisions of these terms and conditions and, in the case of such a breach which is capable of remedy, fail to remedy the same within thirty (30) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;
In the case of a business Clauses 10.2.2 to 10.2.6 inclusive specifically apply along with all other Clauses;
10.2.2 An encumbrancer takes possession or a receiver is appointed over any of Your property or assets;
10.2.3 You make any voluntary arrangement with Your creditors or become subject to an administration order;
10.2.4 You go into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these terms and conditions);
10.2.5 You cease, or threaten to cease, to carry on business; or
10.2.6 There is a change of control of You within the meaning of Section 719 of the Corporation Tax Act 2010.
10.3 For the purpose of Clause 10.2.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that time of performance is not of the essence).
10.4 Termination or expiry of these terms and conditions shall not affect the parties’ accrued rights and remedies.
10.5 In the event of termination:
10.5.1 Any Licence granted to You shall immediately cease; and
10.5.2 At Our option (but at Your expense) You shall either destroy the IP in Your possession, power or control, (including any copies) or return the IP to Us. You shall also procure that an officer or duly authorised executive provides a sworn statement or affidavit verifying that this has been done.
11. Events beyond the control of either party
11.1 Neither party shall be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under these terms and conditions due to events beyond their control. Such delay or failure shall not constitute a breach of these terms and conditions and the time for performance of the affected obligation shall be extended by such period as is reasonable.
11.2 The party claiming events beyond their control shall notify the other party in writing of the reasons for such an event (and the likely duration, which should not be in excess of three (3) months) promptly after the occurrence of the same and should use their reasonable endeavours to minimise the effect and duration of the event.
12. Assignment
12.1 You shall not be entitled to assign, novate or transfer the whole or any part of the benefit of the Licence or any obligation under it to any party, other than when purchased as a personal gift, in which case all of the terms and conditions of the Licence will transfer to the recipient of the gift upon receipt of their details.
12.2 We as part of the Crown shall be entitled to specifically assign, novate or transfer the whole or any part of the Licence or any obligation under it to any part of the Crown or other third party or to change any aspect of its presentation or construction without affecting Our rights under these terms and conditions.
13. Exclusivity
These terms and conditions are not exclusive.
14. Severability
If any provision of this Licence is held to be unenforceable, invalid or illegal that shall not affect the enforceability, validity or legality of any other provision.
15. Waiver
No failure or delay by any party in exercising any right, power or privilege under this Licence shall impair such right, power or privilege or be construed as a waiver thereof. The rights and remedies of any party herein provided are cumulative and not exclusive of any rights and remedies provided by law.
16. Prevention of Corruption and Bribery Act 2010
16.1 The parties each warrant and undertake (and each party shall procure that their employees shall undertake) that they comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery, anti-corruption and prevention of fraudulent acts including the Bribery Act 2010;
16.2 Each party shall promptly notify the other party to this Contract of any request or demand for any undue financial or other advantage of any kind offered or received in connection with the performance of this Contract;
16.3 Any breach of this Clause 16 by either party or any of the party’s employees shall entitle the other party, with no liability whatsoever to the other party, to terminate the agreement with immediate effect by notice in writing.
17. Data protection
17.1 None of the IP set out in Part D of this agreement contains Personal Data ( for the benefit of any doubt “Personal Data” shall have the same meaning as is set out in s. 3(2) Data Protection Act 2018;
17.2 If You incorporate or combine any Personal Data with the IP within Your Licensed Use (as set out in Clause 4) You acknowledge and accept that You shall:
17.2.1 be solely responsible for ensuring all Data Protection Legislation is adhered to and complied with; and
17.2.2 Keep Us harmless from any and all claims or liability for any breach of data protection legislation arising from any datasets You incorporate or combine with the IP
17.3 Any Personal Data You provide to Us in the course of this Contract will only be used for the performance of Your Contract with Us as set out in our LPS privacy statement.
18. Notices
All notices under this contract shall be in writing (including by email) and shall be sent to the address on Your application.
19. Entire contract
These terms and conditions represent the entire contract and understanding between the parties. The IP shall be supplied in accordance with the Sales Policy except to the extent that any provision of those terms and conditions of supply is inconsistent with any provision of this Licence, in which event the latter shall prevail
20. Law
These terms and conditions shall be governed by and construed in accordance with the laws of Northern Ireland but with liberty for the parties hereto to have resort to the courts of any competent jurisdiction.
Apply
Contact us
E-mail: digital.supply@finance-ni.gov.uk
Write to:
Digital Supply,
Land & Property Services,
Lanyon Plaza,
7 Lanyon Place,
Town Parks,
Belfast, BT1 3LP