Digital 8 - Digital Data supply and licence for Tertiary level academic institutions terms and conditions
Read these terms and conditions before completing an application for Digital Data supply and licence for Tertiary level academic institutions application form.
1. Definitions
1.1 Unless the context otherwise requires in these terms and conditions:
“Academic Purpose” purposes relating to education, teaching, study and/ or non-commercial academic research;
“Authorised User” means any staff member, trainee teacher or student of Your School;
“Commencement Date” means the date the IP is issued to the Licensee;
“Derivative Works” mean any and all works that are created by You from and/ or based in any way on Our IP;
“DoF” means the Department of Finance of Northern Ireland;
“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 Infringement” means any unauthorised possession and/ or use of the IP that infringes the copyright, Trademark rights or any other intellectual property rights of the owner(s) of their respective intellectual property;
“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;
“Renewal Date” means the date on which the Licence shall be due for renewal. This shall be the anniversary of the Commencement Date. The Licensee shall give written notice to Us requesting renewal of the Licence;
“Sales Policy” - see Copyright Publications page;
“Third Party” means any persons other than Your Authorised Users;
“We, Our or Us” means Land & Property Services (LPS);
“You or Your” means the Licensee.
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 DoF 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 under this contract are issued by The Chief Operating Officer, Land & Property Services, who has 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 Licence for a minimum period of twelve (12) months to use the IP Worldwide solely for the Licensed Use.
3.2 This Licence shall effective from the Commencement Date and shall continue for a minimum period of twelve (12) months or until earlier termination.
3.3 This Licence shall be renewable on Renewal Date by You giving written notice to Us requesting a renewal of this Licence.
3.4 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.
3.5 You have no right to use the IP other than as expressly set out in these terms and conditions.
4. Licensed use
4.1 You may use the IP within Your Primary or Secondary School (including Your Authorised Users) to:
4.1.1 use, copy, adapt, save, display and view the IP (in printed or electronic form) for purposes relating to education, teaching, study and/or non-commercial academic research;
4.1.2 combine the IP with other licensed or legally held intellectual property within Your Academic Institute;
4.1.3 publish electronic versions of the IP (or data derived from the IP) on Your Academic Institute’s secure intranet;
4.1.4 incorporate the IP (or data derived from the IP) in printed or electronic form in assignments and portfolios, theses and coursework;
4.1.5 provide any of the materials created under this Clause 4 to external educational assessors or examiners; and
4.1.6 copy for back-up purposes.
All other uses are prohibited.
5. Copyright acknowledgement
5.1 Each hard copy and on-screen representation of the IP must include one of the following acknowledgements:
5.1.1 “Ordnance Survey of Northern Ireland Intellectual Property is protected by Crown Copyright and is reproduced with the permission of Land & Property Services under Delegated Authority from the Keeper of Public Records, ©Crown Copyright and database right Licence No. [Insert Your Academic Licence number & year copy made]”.
5.1.2 The note ©Crown Copyright [Insert Your Academic Licence number & year copy made]” will be sufficient for a finished reproduction of less than 200 sq cm.
6. Support and maintenance
6.1 We will not be obliged to provide support and maintenance services.
6.2 In the event that We discontinue producing or updating any of the IP, We will give You three (3) months notice of this decision. Once notice is given to You, We shall not be responsible for supplying the IP or support or updates to You or be liable to You for any losses or costs which You may incur as a consequence of Our decision.
7. Your obligations
7.1 You will take all reasonable technological and security measures to ensure that all the IP which You hold or are responsible for is secure from unauthorised use or access.
7.2 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.
7.3 Permission to publish the IP (except where permitted in Clause 4) must be applied for using the relevant Publishing form, which will depend on Your usage, details of which can be obtained by contacting Our IPR Branch.
8. Sharing of IP
8.1 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 other than as authorised in this Clause 8. You may:
8.1.1 share information without the requirement of a Sub-Licence with Our Licensed Partners to assist in the operation of Your purposes relating to education, teaching, study and/ or non-commercial academic research; and/ or
8.1.2 grant Sub-Licences in the event of You requiring a Third Party to assist in the operation of Your purposes relating to education, teaching, study and/ or non-commercial academic research.
8.2 You are required to ensure that each Sub-Licence is completed, signed and dated by the Third Party and forwarded to Us. The Sub Licence will not extend beyond the term of this Contract.
8.3 You acknowledge and accept that You shall not be relieved of any of Your obligations to Us under this Contract by the granting of any Sub-Licence or any other Licence containing the IP. You undertake to terminate any Licence containing the IP where it is found that the Licensee is operating outside of the agreed terms of their Licence.
8.4 Sub-licences to facilitate Third Party assistance in the operation of Your Academic Purpose are available on request from our IPR branch via Copyright@finance-ni.co.uk
9. Confidentiality
Unless required by law, both parties agree not to disclose the fact or content of these terms and conditions to any third party or to make any public or press announcement regarding these terms and conditions or the transactions contemplated hereunder without obtaining the other party’s prior written consent to both the disclosure and the contents of the disclosure.
10. Licence Fees
10.1 The Licence fee shall be payable by You from the date of the commencement of the Licence and on each subsequent renewal date.
10.2 You will pay all invoices within thirty (30) days of the date of the invoice. Interest will be payable at the statutory rate set by The Late Payment of Commercial Debts (Interest) Act 1998 (as amended) namely eight (8) percent above the base rate of the Ulster Bank Limited on any outstanding balances. Interest shall run from day to day from the due date and shall accrue before and after any judgment and shall be compounded monthly on the amount overdue until payment is made.
11. Inspection by our staff
Upon giving reasonable written notice, You shall at any reasonable time grant to an accredited representative of Ours facilities for checking the observance of the terms and conditions of this Licence.
12. Intellectual Property Rights
12.1 You acknowledge the Crown’s ownership and proprietary rights in the IP and agree and acknowledge that:
12.1.1 You will not obtain any rights in the IP, except as expressly granted to it under these terms and conditions; and
12.1.2 You will not register or attempt to register any of the IP in any jurisdiction without Our prior written permission.
12.2 You shall immediately give notice in writing to Us if You become aware of any:
12.2.1 infringement or suspected infringement of any of the IP; or
12.2.2 claims made or threatened that the IP infringes the rights of any third party.
12.3 In the case of any infringement or suspected infringement by any third party of the IP:
12.3.1 We shall have sole discretion in deciding what action if any to take;
12.3.2 We shall have sole control over and conduct of all claims and legal proceedings;
12.3.3 You will, subject to an indemnity from Us for Your costs, act in accordance with Our reasonable instructions and provide Us with all assistance as it may reasonably require in the conduct of any claims or legal proceedings; and
12.3.4 We will bear the cost of any legal proceedings and shall be entitled to retain all sums recovered in any action for Our own account.
13. Prevention of Corruption and Bribery Act 2010
13.1 The parties each warrant and undertake (and each party shall procure that their employees and/or sub-licensees 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;
13.2 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;
13.3 Any breach of this Clause 13 by either party or any of the party’s employees, Our Licensed Partners and/ or Sub-licensees shall entitle the other party, with no liability whatsoever to the other party, to terminate the agreement with immediate effect by notice in writing.
14. Liability
14.1 We will remedy as soon as reasonably practicable any error in or omission from the IP of which You notify Us.
14.2 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.
14.3 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 intellectual property rights of a third party by way of Intellectual Property Infringement provided that:
14.3.1 Your possession and/ or use of the IP is pursuant to and in accordance with these terms and conditions;
14.3.2 You give Us notice of any Intellectual Property Infringement immediately on becoming aware of it; and
14.3.3 You give Us the sole conduct of the defence above (We will pay reasonable costs) to any claim or action in respect of an Intellectual Property Infringement and do not at any time admit liability or otherwise settle or compromise the said claim or action except upon Our express instructions.
14.4 We shall have no liability to You in respect of an Intellectual Property Infringement if:
14.4.1 the same results from any use of the IP by You other than in accordance with these terms and conditions;
14.4.2 the same results from any use of the IP for a purpose for which it was not designed;
14.4.3 there is any breach by You of Your obligations under these terms and conditions;
14.4.4 there has been any alteration, modification, adjustment or enhancement made by You to the IP that was not authorised by Us; or
14.4.5 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.
14.5 In the event of an IP Infringement, We shall be entitled at Our own expense and option either to:
14.5.1 procure the right for You to continue using the IP;
14.5.2 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
14.5.3 replace, where relevant, the IP with a non-infringing substitute provided that such substitute does not entail a material diminution in performance or function.
14.6 If, in Our reasonable judgement, We are not able to exercise any of the options set out in Clause 14.5 within ninety (90) days of the date We receive notice of the Intellectual Property Infringement, We will accept the return of the infringing IP.
14.7 This Clause 14 sets out Your exclusive remedy and Our sole liability in respect of any breach of warranty concerning any Intellectual Property Infringement.
14.8 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 negligence by Our servants or agents and any other liability which We are expressly prohibited from excluding or limiting by law.
14.9 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.
14.10 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 or due to be paid by You to Us in the twelve (12) months preceding the date on which the claim arose.
14.11 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.
15. Period of contract and termination
15.1 These terms and conditions shall be effective from the commencement date and subject to the provisions of this Clause 15 shall continue in force for the period of this Licence.
15.2 We shall be entitled forthwith to terminate this Licence by written notice to You if:
15.2.1 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;
15.2.2 an encumbrancer takes possession or a receiver is appointed over any of your property or assets;
15.2.3 You make any voluntary arrangement with your creditors or become subject to an administration order;
15.2.4 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);
15.2.5 You cease, or threaten to cease, to carry on business; or
15.2.6 there is a change of control of You within the meaning of Section 719 of the Corporation Tax Act 2010.
15.3 For the purpose of Clause 15.2.1, 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).
15.4 Termination or expiry of the Licence shall not affect the parties’ accrued rights and remedies.
15.5 In the event of termination (howsoever caused) or expiry of this Licence:
15.5.1 the relationship of the parties will cease save as (and to the extent) expressly provided for in this Clause 15
15.5.2 the provisions of Clauses 1 (Definitions), 2 (Ownership), 11 (Inspection By Our Staff), 12 (Intellectual Property Rights), 14 (Liability),15 (Period of Contract and Termination), 23 (Law) and 24 (Data Protection) shall survive the expiry or termination of this Contract and will continue in full force and effect;
15.5.3 You shall immediately pay all outstanding sums to Us and upon production of further invoices You shall pay other sums due but not previously invoiced prior to date of termination or expiry;
15.5.4 this Licence granted to You and any Sub-Licences, granted by You shall immediately cease;
15.5.5 subject to clause 15.5.6, at Our option (but at Your expense) You shall either:
15.5.5.1 destroy the IP in Your possession, power or control (including any security copy) and procure that an officer or duly authorised executive provides a sworn statement or affidavit verifying the same; or
15.5.5.2 You shall return the IP to Us; and procure that an officer or duly authorised executive provides a sworn Statement of Truth or affidavit verifying that You will make no further use of any IP (including, for the benefit of any doubt any Derivative Works) for any purpose.
15.5.6 where You are required by any law, regulation or government or regulatory body to retain any documents, IP or materials relating to the IP which You would otherwise be required to destroy or return by Clause 15.5.5 You shall:
15.5.6.1 notify Us in writing of such retention, giving details of the documents, IP or materials relating to the IP that You must retain; and
15.5.6.2 certify that said documents, IP or materials relating to the IP will solely be used to satisfy this obligation; and
15.5.6.3 You shall not disclose the copy of the IP retained under this clause 15.5.6 to any regulator or other third party except strictly to the extent necessary for the relevant purpose and in paper or read-only electronic format only.
16. Events beyond the control of either party
16.1 Neither party shall be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under the Licence 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.
16.2 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.
17. Assignment
17.1 You shall not be entitled to assign, novate or transfer the whole or any part of the benefit of this Licence or any obligation under it to any party.
17.2 We, as part of the Crown, shall be entitled to specifically assign, novate or transfer the whole or any part of this 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 its rights under these terms and conditions.
18. Exclusivity
These terms and conditions are not exclusive.
19. 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.
20. Waiver
No failure or delay by any party in exercising any right, power or privilege under the 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.
21. Notices
All notices under this contract shall be in writing (including by email) and shall be sent to the address of the recipients named in Your Digital 8 Tertiary Level Academic Licence Application.
22. 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.
23. 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.
24. Data Protection
24.1 None of the IP set out in Part C 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.
24.2 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:
24.2.1 be solely responsible for ensuring all Data Protection Legislation is adhered to and complied with; and
24.2.2 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.
24.3 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 the LPS privacy statement.
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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