This agreement applies to the API products provided for evaluation from Idox Geospatial Ltd (Company Number 03937126) whose registered office is at Unit 5 Woking 8, Forsyth Road, Woking, Surrey, GU21 5SB ("Idox Geospatial").

The “Recipient” is the party evaluating the API Service.

BACKGROUND:

(a)         Idox Geospatial wish to make available to Recipient digital data as identified in Schedule 1 (hereinafter referred to as the “Data”), together with certain Confidential Information and know-how relating thereto, for the Term.

(b)        Recipient wishes Idox Geospatial to make the Data, Confidential Information and know-how available to them on a non-exclusive basis for the purpose of a dataset evaluation (“the Purpose”) as defined in Schedule 1.

 

OPERATIVE TERMS:

1          DEFINITIONS AND INTERPRETATION

1.1           In this Agreement the following terms shall have the meanings set out below:

“Commencement Date” means the data of the API Evaluation is started;

“Confidential Information” means any and all confidential information and know-how of either party (including the Recipient’s Personal Data) disclosed to the other pursuant to this Agreement; 

“Data” means the materials supplied to the Recipient as described in Schedule 1; 

“High Level Results” means data limited to the identification of whether the Data is prescriptive and/or whether any benefits cases could be made from the evaluation of the Data. For the avoidance of doubt, should a definitive agreement not be agreed between the parties relating to the Purpose the Recipient shall not be entitled to use any supplied Data contained in the High Level Results.

“Modifications” means the results and/or output, digital or otherwise, that are independently developed by the Recipient using its own systems and methodologies from the Data supplied by Idox Geospatial for the Purpose;

“Research” means any experimental research, evaluation, assessment, proof of concept or marketing purposes details of which are set out in Schedule 1; 

“Term” this agreement shall last for 14 days from the Commencement Date; and

“Usage Products” means any digital or other results or outputs (other than Modifications) that are independently developed by the Recipient using its own systems and methodologies from the Data for the Purpose.

1.2       The clause headings in this Agreement are included for convenience only and shall not affect the interpretation of it.

 

2          SUPPLY OF THE DATA

2.1       In consideration of Idox Geospatial agreeing to supply the Data and the Confidential Information to Recipient, Recipient agrees to be bound by the terms and conditions of this Agreement.

2.2       Idox Geospatial reserves the right to supply the Data, and the Confidential Information to any other commercial or non-commercial entity subject to clause 2.5 below.

2.3       Recipient may disclose the whole or any part of the Data to any employee, officer, director or any professional advisers or consultants (“Representatives”) to whom disclosure is strictly necessary for the Purpose.

2.4       The Recipient shall refer to Idox Geospatial all requests from third parties/persons (other than any Representatives) not working under the direct supervision of the Recipient for supplies of the Data.

2.5       Each party agrees that it shall keep the Purpose of this Agreement secret and confidential and neither party shall make an announcement or disclosure thereof without the prior written consent of the other, except as may be required by law, or any regulatory or governmental body.

2.6       Recipient undertakes that commercial use of the data subsequent to this evaluation will be subject to the terms of the suppliers from which the data is derived, those suppliers being listed in Schedule 1.

2.7       Recipients will be granted a limited evaluation API key. Standard usage limits for the 14 day evaluation period are;

                        i)   WMS Sources – 2,000 requests

                        ii)  WFS Sources – 2,000 requests

                        iii) WMTS Sources – 15,000 requests

                        iv) Query-API – 2,000 requests

 

3.         OWNERSHIP OF THE DATA, RECIPIENT’S PERSONAL DATA AND THE CONFIDENTIAL INFORMATION

3.1       The Data and the Confidential Information and all intellectual property rights in them shall at all times remain the property of Idox Geospatial.

3.2       The Recipient’s Personal Data and Confidential Information and all intellectual property rights in them shall at all times remain the property of the Recipient.

3.3       All intellectual property rights in the Modifications and Usage Products shall remain the property of the Recipient until termination or expiry of this Agreement.

 

4.     USE OF THE DATA AND THE CONFIDENTIAL INFORMATION

4.1       Recipient undertakes that the Data and the Confidential Information will     only be used for the Purpose and agrees not to use such for any commercial purpose or commercially sponsored research without the prior written consent of Idox Geospatial. Where any publication takes place, due acknowledgements should be given.

4.2       Recipient shall ensure that Representatives engaged in any work regarding the Data and Confidential Information are aware of and comply with the terms of this Agreement.

4.3       Idox Geospatial will comply with the provisions of Schedule 2.

 

5          WARRANTIES

5.1       Idox Geospatial makes no representation or warranty:

(a) as to title, quality or fitness of the Data supplied to the Recipient; or

(b) that the supply by Idox Geospatial or the use by Recipient of the Data will not infringe the intellectual property rights of any third party.

5.2       Both parties warrant to each other that with respect to the Data they have complied with and will at all times in the future comply with all relevant legislation and regulations including without limitation the Data Protection Act 2018, any statutory amendments or re-enactments of it and all the regulations made under it.

5.3       Idox Geospatial warrants that it is an authorised Reseller of the Data and has obtained any and all necessary data consents or holds appropriate licences in order to transfer the Data to the Recipient for the Purpose of this Agreement.

5.4       Each party represents and warrants to the other that it has and shall maintain in effect all necessary authorisations and permissions to carry out its activities under this agreement. In particular, but without limitation, each party undertakes to comply with the regulatory requirements.

 

6          LIABILITY

6.1       Save as set out in clause 6.3, except to the extent prohibited by law, neither party shall have liability to the other party whether in contract, negligence or any other tort or otherwise in relation to the supply of the Data and/or the Confidential Information or the use, keeping, production or disposal of the Data arising from the use thereof by the Recipient or by its Representatives.

6.2       Each party expressly excludes liability for loss of data, loss of profit, business or goodwill and all other indirect or consequential loss or damage suffered or incurred by the other party or by its Representatives arising from the supply of the Data and/or the Confidential Information or the use, keeping, production or disposal of such materials.

6.3       Each party’s aggregate liability whether in contract, tort, negligence, breach of statutory duty under this Agreement shall be limited to a maximum total sum of £1,000.00 under this Agreement unless in respect of the DP Laws (as defined in Schedule 2) where it shall be limited to a maximum total sum of £500,000.00.

6.4       Neither party excludes liability for death or personal injury caused by the negligence of its employees, agents or authorised representatives or for any fraudulent misrepresentation made by its employees, agents or authorised representatives in relation to the supply of the Data or the Confidential Information or otherwise in connection with this Agreement.

 

7          DURATION AND COSTS

7.1       This agreement will last for the Term as defined in Clause 1.1.

7.2       The Data is provided to the Recipient free of cost, further details of which are contained at Schedule 1.

 

8          CONFIDENTIALITY

8.1       Each party shall keep and shall procure that its Representatives keep secret and confidential the Confidential Information and other information (whether or not technical) of a confidential nature which has been communicated to it by the other party either prior to or as a result of this Agreement and shall not disclose the same or any part of the same to any person other than its Representatives directly concerned in the research or inspection of the Data or Recipient Data.

8.2       The provisions of clause 8.1 shall not apply to such Confidential Information:

(a) as a party can prove to the satisfaction of the other party such Confidential Information was already in its possession (other than under any obligation of confidentiality owed to Idox Geospatial) at the date of receipt; or

(b) which becomes public knowledge otherwise than through a breach of an obligation of confidentiality owed to Idox Geospatial; or

(c) is required to be disclosed by a court of law or regulatory or government authority; or

(d) is independently developed by a party to this Agreement, without reference to the Data and know how or Recipient Personal Data.

8.3       The obligations of confidentiality contained in this Agreement shall survive for a period of 3 years after termination of it.

 

9          TERMINATION

9.1       This Agreement shall terminate on expiry of the Term as defined in Clause 1.1 unless terminated earlier by either party for any reason on 5 days prior written notice to the other. The duration of the Agreement may be extended beyond the date of agreed completion with the prior written consent of both parties.

9.2       Termination of this Agreement for any reason shall not relieve Recipient of its obligations under this Agreement including without limitation those set out in clauses 4, 8, and 9.3

9.3       On termination or expiry of this Agreement, each party shall, on request by the other party (unless prohibited by law), promptly return, amend or destroy (at the requesting party’s option) all, or any part of the Confidential Information and shall certify the same to the other party.

9.4       Immediately upon termination of this Agreement or upon service of notice of termination by Idox Geospatial for any reason whatsoever in accordance with clause 9.1 Recipient shall discontinue its use of the Data and any Modifications and Usage Products derived from the Data, and shall, in accordance with clause 9.3, either return or destroy any unused parts of the Data and all the Confidential Information.

9.5       Upon termination of this Agreement the Recipient shall be entitled to keep High Level Results for the Recipient’s own records including but not limited to the identification of whether the Data is prescriptive and/or whether any benefits cases could be made. For the avoidance of doubt, the Recipient shall be entitled to keep all Data derived from the Modifications and Usage Products in the event that a definitive agreement is to be agreed between the parties relating to the Purpose

 

10        NOMINATED OFFICERS

10.1     The Nominated Officers who will have primary responsibility for liaison between the Recipient and Idox Geospatial on all aspects of the work are:

 

For Idox Geospatial:

Name: Daniel Slater

Address: Unit 5 Woking 8, Forsyth Road, Woking, Surrey GU21 5SB

Telephone: 0118 973 6883

E-Mail: geo-customersupport@idoxgroup.com

For the Recipient: Name, Address, Telephone and Email address will be as the details printed on the accompanying invoice. 

 

11        ASSIGNMENT

11.1     No party may assign or otherwise transfer this Agreement or any of its rights or obligations under it, whether in whole or in part to any third party without the prior written permission of the other party.

 

12        NO AGENCY ETC 

12.1     Nothing in this Agreement is intended to create, imply or evidence any partnership or joint venture between the parties or the relationship between any of them of principal and agent.  No party has any authority to make any representation or commitment or incur any liability on behalf of any of the others.

 

13        MISCELLANEOUS

13.1     Each party agrees to do all such acts and execute such documents as are required to give effect to the terms of this Agreement or to enable both parties to enjoy the full benefit of this Agreement.

13.2     This Agreement may not be amended unless in writing signed by the duly authorised officer of each party.

13.3     This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes any previous agreement between the parties relating to such subject matter.

13.4     No person who is not a party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

13.5     This Agreement shall be governed by and construed and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the Courts of England.

13.6     Each party agrees that:

·       it will not take or knowingly permit any action to be taken that would cause the other party to be in violation of any applicable anti-bribery or anti-money laundering laws, regulations and codes (including industry codes) and including, for the avoidance of doubt, the Bribery Act 2010; and

·       it has and shall at all times maintain and implement anti-bribery and anti-corruption policies and procedures which shall (without limitation) i) ensure that bribery or attempted bribery is prevented from taking place on its behalf, and ii) reflect a zero tolerance approach to bribery.

 

Schedule 1

Schedule 1 of datasets can be found on the accompanying invoice.

 

Schedule 2

1.         RECIPIENT PERSONAL DATA

1.1       In this schedule 2 the terms “Controller”, “Data Protection Officer”, “Data Subject”, “Personal Data” and “Processer” shall have the meanings set out in the Data Protection Act 2018 and the General Data Protection Regulation (Regulation (EU) 2016/679 (“DP Laws”)).

1.2       Each party undertakes that it shall comply (and shall require that its staff comply) with the DP Laws and that it has an appropriate registration or notification with all and any relevant data protection authorities to the extent required by the DP Laws.

1.3       The parties acknowledge that Idox Geospatial is a Processor of the Recipient Personal Data under the Agreement on behalf of the Recipient, who is the Controller.

1.4       Idox Geospatial shall act only on the documented instructions and process such Recipient Personal Data in accordance with the data processing description set out in Annex A.

1.5       Idox Geospatial shall assist the Recipient to comply with the requirements of (without limitation) article 25 and articles 32 – 36 of the GDPR.

 

1.6       Idox Geospatial shall:

1.6.1     take all measures required by article 32 of the GDPR;

1.6.2     use reasonable endeavours to ensure the reliability of its staff with access to such Recipient Personal Data and ensure that all such staff are under obligations of confidentiality in relation to such Recipient Personal Data;

1.6.3     obtain prior written consent from the Recipient before transferring such Recipient Personal Data to any sub-contractor and ensure that any such sub-contractor is engaged on a written agreement giving commitments in relation to the processing of such Recipient Personal Data no less onerous than set out in this Agreement.  Idox Geospatial shall remain liable to the Recipient for the acts of any such sub-contractor in relation to such Recipient Personal Data;

1.6.4     not transfer such Recipient Personal Data outside the UK without the prior written consent of the Recipient;

1.6.5     provide reasonable assistance to the Recipient to assist the Recipient to meet a request or complaint made by a Data Subject in respect of such Recipient Personal Data in order to meet the relevant Data Subject rights under the DP Laws;

1.6.6     provide reasonable assistance to the Recipient to demonstrate Idox Geospatial compliance with the terms of the Agreement and the DP Laws; and

1.6.7     on termination of the Agreement or the end of the carrying out of data processing, delete or return all such Recipient Personal Data to the Recipient and delete existing copies unless required by law.

1.7       Idox Geospatial shall indemnify and keep indemnified and defend at its own expense the Recipient against all costs, claims, damages or expenses incurred by the Recipient or for which the Recipient may become liable due to any failure by Idox Geospatial and its staff to comply with any of its obligations under this Schedule 2 or to comply with any of its obligations under the DP Laws.

 

Annex A

Description of Services Being Provided	As described in the Agreement.
Duration of processing	Duration of processing shall not exceed the Term as defined in Clause 1.1 of the Operative Terms.
Description of the processing, including the nature and purpose of processing	For the performance of the Agreement and services provided as part of that Agreement and/or any instructions given by the Recipient.
Type and categories of personal data being processed	The Supplier may process, as relevant to the services provided under the Agreement, the following personal data: Customer uprn’s
The location of the processing, and involvement of third parties	Within the UK.