Terms and conditions relating to data services

The Gazette (which includes the London, Belfast and Edinburgh Gazette) is an official public record and the United Kingdom’s longest continuously published newspaper. It is managed by The National Archives (a non-ministerial government department) under a concessionary contract with The Stationery Office (TSO) - the Publisher, as defined below.

Under the terms of the concessionary contract the Publisher offers a subscription service by which it supplies information to its customers in electronic format (data) for convenience (“Electronic Information Service”) from the London, Edinburgh and Belfast Gazettes. Some customers also opt to augment their subscription with information that TSO obtains from the Accountant in Bankruptcy, Scotland’s Insolvency Service. This Agreement sets out the terms and conditions of supply of information to the Customer under the Electronic Information Service.

Information from The Gazette other than personal data is re-usable under the terms of the Open Government Licence v.03 and by accepting these terms and conditions, data service customers are accepting the terms of this licence, which can be found here.

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;

“Sub Period” means the period the subscription 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;

"Data Protection Laws” means Data Protection Act 2018 and the EU General Data Protection Regulation (Regulation 2016/679), and any legislation which implements, amends, re-enacts or replaces it in England and Wales, Northern Ireland or Scotland.  

 “Despatch Method” means the method by which the Publisher will deliver the Product to the Customer as set out in Item 7 of the Order Sheet;

“Despatch Time” means the time at which the Publisher 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 the Publisher 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 the Publisher 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 Gazette  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 the Publisher 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 the Publisher as set out in Item 5 of the Order Sheet;

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

"Publisher" means The Stationery Office Limited, with registered company number 03049649, acting in accordance with the concessionary contract awarded by The National Archives.

“Term” means the term of the Electronic Subscription Service provided to the Customer by the Publisher, 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 between the Publisher and the Customer, by executing a new Order Form and subject to payment of the Fee by the Customer to the Publisher. 

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 The Publisher will have the right to terminate this Agreement immediately at any time by written notice to the Customer in the event that the Publisher ceases to publish the Product.The Publisher and The National Archives 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 the Publisher exercises its right to terminate under clause 2.3, the Publisher 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 the Publisher 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 The Publisher will use reasonable endeavours to supply the Product to the Customer in the manner outlined in the Order Sheet, specifically:

3.1.1 at the Despatch Time described at Item 6 of the Order Sheet;

3.1.2 in the Despatch Method described at Item 7 of the Order Sheet;

3.1.3 at the Frequency described at Item 8 of the Order Sheet;

3.1.4 in the Format described at Item 9 of the Order Sheet.

3.2 In the event that the Publisher is for any reason unable to despatch the Product in accordance with the Despatch Time, Despatch Method, Frequency and/or Format, the Publisher'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 the Publisher by the Customer from time to time.

3.3 The Publisher 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 The Publisher 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 the Publisher may rely on data supplied by third parties and as such the Publisher 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 the Publisher.

4 FEE AND PAYMENT

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

4.2 The Publisher 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 the Publisher of the full amount whether or not after judgement and without prejudice to any other right or remedy of the Publisher.

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

5 INTELLECTUAL PROPERTY AND CROWN COPYRIGHT

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 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, is assigned to the Publisher for and on behalf of the Crown and is subject to the Open Government Licence v.03 and any variation thereof.

5.2 Except to inform End Users of the origin of data supplied to End Users, the Customer will not use The Gazette name, trade names, trademarks or logos without the Publisher’s prior consent. The Customer will immediately notify the Publisher, and give all reasonable assistance to allow the Publisher to protect the Intellectual Property Rights in the Product, if it becomes aware of any unauthorised use of the Product.

5.3 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 the Publisher 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 v.03, 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. The Publisher does not warrant or represent any re-use of the information in the Product.

5.5 The Customer shall not edit, alter or amend the information contained in the Product other than to correct an inaccuracy. The Customer shall provide the following attribution statement on all re-use of the information contained in the Product or such other attribution statement as notified to the Customer by from the Publisher from time to time: 'Contains public sector information licenced under the Open Government Licence v3.0'. Please note that the Open Government Licence does not permit the reprocessing of personal data. 

5.6 The Customer shall not re-use the logo of The Gazette unless it has obtained the prior written consent of TSO and complies with the Gazette Logo Re-use 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 the Publisher, The Gazette or The National Archives endorses the Customer’s products or services, as a consequence of re-using the information in the Product.

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

6 DATA PROTECTION

6.1 The Data Controller for all Gazette data is The National Archives – a non-ministerial government department, and publisher for the UK Government, and for England and Wales. The National Archives is responsible for managing The Gazette under a concessionary contract. The current contractor is TSO (the Publisher). TSO are the Data Processor for Gazette data – under contract they host, manage and operate The Gazette website and Gazette business. The National Archives’ address is Bessant Drive, Kew, Richmond, Surrey TW9 4DU. TSO’s registered address is 55 Wells Street, London W1A 3AE.

6.2 The Customer shall become the Data Controller of all Gazette Data that it collects from the Publisher under this Agreement and thus has a legal duty to comply with all applicable Data Protection Laws, as amended from time to time.

7 WARRANTY AND LIABILITY

7.1 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 the Publisher. The Publisher 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 the Publisher shall not be liable in contract, tort or otherwise for any loss incurred by the Customer or any End User howsoever occurring.

7.2 The Customer purchases the product on an “as is” basis and the Publisher, 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.

7.3 The Publisher 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.

7.4 Subject to clause 7.6, the Publisher 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 the Publisher, its servants, agents and sub-contractors) which arise out of or in connection with this Agreement.

7.5 Subject to clauses 7.6 and 7.4, the parties’ maximum aggregate liability to the other party pursuant to this Agreement in contract (including an indemnity), tort (including negligence) or otherwise shall be limited to the Fee.

7.6 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.

7.7 If any part of this clause 7 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 the Publisher 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.

7.8 This clause 7 shall survive termination of the Agreement.

8 FORCE MAJEURE

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.

9 GENERAL TERMS

9.1 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).

9.2 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 the Publisher 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:

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

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

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

9.3 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 4pm (GMT) on a Working Day but otherwise on the next Working Day.

9.4 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.

9.5 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.

9.6 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.

9.7 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.

9.8 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.

9.9 This Agreement and any Order Sheet executed by the Customer and the Publisher 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.

Last updated 03/01/2019