Electronic information service terms and conditions

Introduction

The Stationery Office Limited (“TSO”) offers a subscription service by which it supplies information to its customers in value added electronic format (“Electronic Information Service”) from the London, Edinburgh and Belfast Gazettes which it publishes under contract to The National Archives, and from the Accountant in Bankruptcy. The Customer wishes to subscribe to TSO’s Electronic Information Service. This Agreement sets out the terms and conditions of supply of information to the Customer under the Electronic Information Service.

Terms of agreement 

The parties agree the following terms:

1        Definitions

1.1 The words listed in this clause have the following meanings throughout this Agreement: “Agreement” means these Electronic Information Service terms and conditions; “Commencement Date” means the date specified at Item 1 of the Order Sheet;

“Customer” means the customer subscribing to the Electronic Information Services, as set out in the Order Sheet;

“Despatch Method” means the method by which TSO will deliver the Product to the Customer as set out in Item 7 of the Order Sheet; “DespatchTime” means the time at which TSO will despatch the Product to the Customer as set out in Item 6 of the Order Sheet; “End-User” means a customer of the Customer;

“Fee” means the price paid by the Customer to TSO for the provision of the Product as set out in Item 4 of the Order Sheet;

“Format” means the format in which the Product will appear as set out in Item 9 of the Order Sheet;

“Frequency” means the regularity at which the Product will be despatched to the Customer by TSO as set out in Item 8 of the Order Sheet;

“Gazettes” means the London, Edinburgh and Belfast Gazettes;

“Gazette  Logo  Reuse  Policy”  means  the  terms  and  conditions  for  use  of  the  logo  of  the  Gazettes,  available  online  at www.thegazette.co.uk/logo-reuse:

“Intellectual Property Rights”or “Intellectual Property” means patents, patentable rights, copyright, registered and unregistered design rights, utility models, trademarks (whether or not registered), trade names, rights in inventions, rights in data, database rights, rights in know-how and confidential information and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);

“Order Sheet” means the contract between the Customer and TSO recording the Customer’s order for the Electronic Information Service and the particulars thereof, and incorporating the terms and conditions of this Agreement;

“Payment Terms” means the terms on which the Customer will pay the Fee to TSO as set out in Item 5 of the Order Sheet;

“Product” means the electronic information to be provided by TSO to the Customer as set out in Item 3 of the Order Sheet;

“Term” means the term of the Electronic Subscription Service provided to the Customer by TSO, set out in Item 2 of the Order Sheet;

“Working Day” means any day which is not a Saturday or a Sunday or a bank holiday in England.

1.2 References to clauses and sub-clauses are to the clauses and sub-clauses of this Agreement.

1.3 Headings are for convenience only and will be ignored in interpreting this Agreement.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.

2        Term and termination

2.1 This Agreement shall commence on the Commencement Date and unless terminated earlier in accordance with this Agreement, will continue for the Term. This Agreement may be renewed by agreement of TSO and the Customer, by executing a new Order Form and subject to payment of the Fee by the Customer to TSO.

2.2 Either party will have the right to terminate this Agreement:

2.2.1 for any reason upon three (3) months written notice to the other; or

2.2.2 immediately at any time by written notice to the other if:

a) the other party breaches any term of this Agreement, and such breach is incapable of remedy, or such breach is capable of remedy and has not been remedied within 28 days of notice being given by the party not in breach;

b) the other party is unable to pay its debts as they fall due or is otherwise: (i) insolvent under the laws of the country in which it is incorporated, or; (ii) has a receiver or manager or equivalent appointed to manage its business or assets, or; (iii) is the subject of any steps to wind it up for any reason other than the reorganisation of the group of companies to which it belongs.

2.3 TSO will have the right to terminate this Agreement immediately at any time by written notice to the Customer in the event that TSO ceases to publish the Product. TSO shall not be liable for any loss incurred by the Customer or End User should it elect to terminate the Agreement under this clause 2.3.

2.4 In the event that  TSO exercises its right to terminate under clause 2.3, TSO will refund to the Customer that part of the Fee which on a reasonable pro rata basis relates to Product not supplied. In this respect, the decision as to the sum refunded will be made by TSO in its absolute discretion.

2.5 Upon termination of this Agreement for any reason neither party shall have any further obligation to the other under this Agreement.

3        Delivery of the product

3.1 TSO will use reasonable endeavours to supply the Product to the Customer in the manner outlined in the Order Sheet, specifically:

  1. 3.1.1 at the Despatch Time described at Item 6 of the Order Sheet;
  2. 3.1.2 in the Despatch Method described at Item 7 of the Order Sheet;
  3. 3.1.3 at the Frequency described at Item 8 of the Order Sheet;
  4. 3.1.4 in the Format described at Item 9 of the Order Sheet.

3.2 In the event that TSO is for any reason unable to despatch the Product in accordance with the Despatch Time, Despatch Method, Frequency and/or Format, TSO's sole liability will be to notify the Customer by telephone, and subsequently fax or email a copy of the London, Edinburgh or Belfast Gazette (as appropriate to the Customer’s order) to such fax number or email address as may be notified to TSO by the Customer from time to time.

3.3 TSO will not be liable to the Customer for any damages, losses, costs, expenses or other claims which arise directly or indirectly from a failure by TSO to despatch the Product in accordance with this Agreement.

3.4 TSO reserves the right, without liability and without prejudice to any other of its rights under this Agreement, to withhold supply of the Product in the event that any payment from the Customer remains outstanding after the date that it is due.

3.5 The Customer acknowledges that TSO may rely on data supplied by third parties and as such TSO shall not be liable to the Customer for any error or omission in the data supplied by such third parties or the failure by such third parties to supply data to TSO.

4        Fee and payment

4.1 In consideration of the supply by TSO of the Product to the Customer under this Agreement, the Customer agrees to pay TSO the Fee in accordance with the Payment Terms.

4.2 TSO must provide the Customer with a VAT invoice (correct as to applicable legislation and not reasonably disputed by customer) prior to each payment.

4.3 Interest will be chargeable on any amounts overdue at the rate of 12% per annum (calculated daily) to run from the due date for payment until receipt by TSO of the full amount whether or not after judgement and without prejudice to any other right or remedy of TSO.

4.4 Payment of the Fee on the Payment Terms is an essential term of this Agreement.

5        Intellectual property

5.1 Nothing in this Agreement shall transfer or be deemed to transfer to either party Intellectual Property Rights or any interest whatsoever in any property of the other. All Intellectual Property owned or developed by TSO in the Electronic Information Service and the Product, including without limitation Intellectual Property created and/or used non-exclusively for the Customer and used in the course of the supply of the Electronic Information Service and/or Product, including Intellectual Property which is of a generic or general nature, shall remain vested in and belong at all times to TSO.

5.2 Except to inform End Users of the origin of data supplied to End Users, the Customer will not use TSO’s name, trade names, trademarks or logos without TSO's prior consent.

5.3 The Customer will immediately notify TSO, and give all reasonable assistance to allow TSO to protect the Intellectual Property Rights in the Product, if it becomes aware of any unauthorised use of the Product. Where the unauthorised use emanates from an End- User, the Customer will take such action at its own cost (whether under an End-User Licence or otherwise) as TSO reasonably requests to stop the unauthorised use.

5.4 The Customer appreciates that the information included within the Product is Crown Copyright and subject to the Open Government Licence, and agrees that responsibility for ensuring compliance with the terms of the Crown Copyright, including obtaining any necessary licenses, will lie solely with the Customer. TSO does not warrant or represent any reuse of the information in the Product.

5.5 The Customer shall not edit, alter or amend the information contained in the Product. The Customer shall provide the following attribution statement on all reuse of the information contained in the Product or such other attribution statement as notified to the Customer by TSO from time to time: “Contains public sector information licenced under the Open Government Licence v3.0”.

5.6 The Customer may shall not reuse the logo of the Gazette unless it has obtained the prior written consent of TSO and complies with the Gazette Logo Reuse Policy.

5.7 The Customer shall not claim or imply that it has any official status or affiliation with The Gazette or The National Archives or that either TSO, the Gazette or The National Archives endorses the Customer’s products or services, as a consequence of reusing the information in the Product.

5.8 The Customer indemnifies, and shall keep TSO indemnified, against all actions, suits, proceedings, claims, demands and costs occasioned to TSO in consequence of any breach by the Customer or End User of this clause 5.

6       Warranty and liability

6.1 The Customer recognises that error or corruption in the Product is possible from a number of causes, including, without limitation, receipt of inaccurate information by TSO. TSO makes no representation or warranty to the Customer or to the End-User regarding the Product, nor (to the extent permitted by law) are representations or warranties to be implied in this Agreement, including to the accuracy or currency of any information obtained from the Product and TSO shall not be liable in contract, tort or otherwise for any loss incurred by the Customer or any End User howsoever occurring.

6.2 The Customer purchases the product on an “as is” basis and TSO, without limitation, does not warrant that the Product will be of satisfactory quality or suitable for any particular requirement, or fit for any purpose, of the Customer.

6.3 TSO warrants to the Customer that it has full power to enter into this Agreement and that the Product does not infringe the Intellectual Property Rights of any third party.

6.4 Subject to clause 6.6, TSO will not be liable to the Customer for any of the following: loss of profit, earnings, business or goodwill; damage to reputation; or any indirect, punitive, special or consequential losses, damages, costs, expenses or other claims (whether caused by the negligence or otherwise of TSO, its servants, agents and sub-contractors ) which arise out of or in connection with this Agreement.

6.5 Subject to Clauses 6.6 and 6.4, TSO’s maximum aggregate liability to the Customer pursuant to this Agreement in contract (including an indemnity), tort (including negligence) or otherwise shall be limited to the Fee.

6.6 Nothing in this Agreement will operate to limit or exclude either party’s liability for death or personal injury resulting from that party’s negligence, or either party’s liability for fraud or any other liability which cannot be limited or excluded by law.

6.7 If any part of this clause 6 is held to be invalid or unenforceable under any applicable statute or rule of law then it will be deemed to be omitted, and if as a result TSO becomes liable for loss or damage which would otherwise have been excluded it will be deemed to be replaced with something as near to the original intention of the clause as is allowable under the applicable law.

6.8 Both parties shall comply with all applicable data protection legislation including, without limitation, the Data Protection Act 1998 as amended from time to time. Each party hereby indemnifies the other from and against all losses, costs, awards and expenses which the other may incur or suffer as a result of any breach of this clause.

6.9 This clause 6 shall survive termination of the Agreement.

7      Force majeure

7.1 Neither party will be liable for any loss, damages, or delay caused by war, riots, civil commotions, strikes, embargoes, telecommunications or network disruption or contingencies beyond its control which may prevent or delay the defaulting party in performing any obligations under this Agreement. If the force majeure circumstances last for more than three (3) weeks the non-defaulting party will have the right to terminate this Agreement immediately on notice to the other party.

8      General terms

8.1 Neither party may assign, sub-contract or sub-license its rights or obligations under this Agreement to any other person without first obtaining the consent of the other party (not to be unreasonably withheld or delayed).

8.2 Neither party will use, copy, adapt, alter, disclose or part with possession of any information or data of the other which is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement and which is of a confidential nature including, without limitation, the terms and conditions of this Agreement, trade secrets, drawings, know-how, techniques, source and object code, business and marketing plans and projections, arrangements and agreements with third parties, Customer information, formulae, suppliers, concepts not reduced to material form, designs, plans, models and information provided to the Customer by TSO under this Agreement and all information contained or embodied in the Product whether marked confidential or not, except as strictly necessary to perform its obligations or exercise its rights under this Agreement, provided that this obligation will not apply to Information which:

8.2.1 is already known to it or in its possession before the disclosure hereunder free of any obligation to keep it confidential;

8.2.2 is already in the public domain otherwise than through the default or negligence of the receiving party; or

8.2.3 the receiving party is required to disclose by any court of competent jurisdiction.

8.3 Any notice, certification, consent or other communication given under this Agreement must be in writing and served on the intended recipient at its address set out on the Order Sheet (or at any other address it has notified to the other party in accordance with this clause) as follows: by recorded post or by fax which is automatically confirmed by the sender’s fax machine to have been sent without error to the recipient’s fax number. Notices or communications sent by: (a) recorded post will be deemed received on the date of signature by the receiving party; and (b) fax will be deemed to have been served on the day of transmission if transmitted before

4.00 p.m. (United Kingdom time) on a Working Day but otherwise on the next Working Day.

8.4 The failure of either party to require performance by the other party of any provision of this Agreement will not affect its full right to require such performance at any subsequent time; nor will the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

8.5 Nothing in this Agreement or Order Sheet will be held to constitute a partnership or joint venture between the parties, nor the relationship between them of principal and agent, nor will a party have any authority to bind the other.

8.6 This Agreement and the Order Sheet constitute the entire agreement between the parties in relation to the provision of the Product and supersede all prior agreements and dealings relating to such subject matter. Any variation will be in writing and signed by authorised signatories for both parties.

8.7 Nothing in this Agreement or any Order Sheet is intended on a proper construction of the Agreement and/or Order Sheet to confer any benefit on any third party or any right on any third party to enforce any term of this Agreement or Order Sheet for the purposes of the Contracts (Rights of Third Parties) Act 1999.

8.8 If any provision or part of this Agreement is held to be invalid, amendment to this Agreement may be made by agreement between the parties by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent permissible under applicable law.

8.9 This Agreement and any Order Sheet executed by the Customer and TSO will be governed by and construed in accordance with the laws of England. The English courts will have non-exclusive jurisdiction to deal with any claims, causes of action or disputes arising out of or in connection with this Agreement and any Order Sheet.