Terms & Conditions

Summary of the OS API Service Terms

This section summarises the OS API Service Terms, which are set out in full below this summary. Terms defined in the OS API Service Terms shall have the same meanings in this summary. Please note that this summary is not intended to confer legal rights or obligations and does not act as a substitute for the full OS API Service Terms (which we recommend you read before using any API Service).

The API Services enable access to OS OpenData under the terms of the Open Government Licence (via the Open API Services), paid-for premium OS data (via the Premium API Services and E&I API Services) and OS data licensed to you under the PSGA Member Licence (via the Public Sector API Services).

What we ask you to do so that you can gain access to and use the API Services

• Register for your API Plans and user accounts via the process available at the OS Data Hub.
• Agree and acknowledge that any claims you make or warranties you offer in connection with the Products and / or Services you develop using the API Services are solely at your risk.

What you can use the API Services for

• You can use Open API Services for any purposes in accordance with the Open Government Licence.
• You can use E&I API Services for the purposes referred to in your Framework Contract (Direct Customers).
• You can use Premium API Services to develop and provide Products and / or Services for supply to third parties, including desktop, web and mobile applications.
• In the case of Public Sector API Services, you can use them for the purposes referred to in your PSGA Member Licence.
• You can allow your Premium API Service End Users to do any of the following with Premium API Data:
• view it;
• temporarily cache it for up to 24 hours;
• print it for their personal, non-commercial use (to be clear, printing for the purposes of planning applications and printing of Address Islands Records are not permitted by the OS API Service Terms); and
• create and store on a perpetual basis Derived Data created by the End User (which you may store on behalf of the End User that created the Derived Data). By way of example only, Derived Data could include user generated walking routes.
• You can allow your Premium API Service End Users to do anything with Open API Data in accordance with the Open Government Licence.

What you must do when you use the API Services

• Only have one Premium API Plan at any time.
• Only have one E&I API Plan at any time.
• Only have one Public Sector API Plan at any time. However, if you wish to undertake Commercial Activities or Competing Activities (as defined in your PSGA Member Licence) you may additionally take out a Premium API Plan (subject to the above paragraph).
• When using the Premium API Services to develop and provide Products and / or Services, you must pass on to your End Users those terms in the OS API Service Terms that are relevant to your Products and / or Services.
• If you use the Premium API Services, keep a list of your End Users' details (other than for Consumer End Users or End Users to the extent they are licensed perpetually for API Data). These details will include the user name, business name and email address of your End Users. We will not ask you for these details without telling you why. We will use the list to contact any listed End User for the purpose of monitoring their dealings with the Premium API Data and enforcing our rights. We shall not use the list for any other purpose and shall treat the list as your Confidential Information.
• If you use any Address API Service as a Partner, you should note that, in accordance with the terms of the Framework Contract (Partners) and the Business Solutions – Online Solutions Contract (the OS Partner Terms) to which you are party, your use of Address Transactions (which are created using Royal Mail Data (as defined in the OS Partner Terms)) is subject to the terms of the Royal Mail PAF Solutions Provider Licence referred to in the OS Partner Terms. Therefore, in accordance with the terms of the OS Partner Terms, the Royal Mail PAF Solutions Provider Licence takes precedence to this Agreement in relation to such Address Transactions. In particular, please note that we are entitled to share certain details relating to your End Users with Royal Mail by virtue of the Royal Mail PAF Solutions Provider Licence.
• If any E&I API Data accessed by you via the E&I API Service is an address dataset, you should note that, in accordance with the terms of the Framework Contract (Direct Customers) and any applicable Contract (as defined in it) (the OS Direct Terms) to which you are party, your use of such E&I API Data (which is created using Royal Mail Data (as defined in the OS Direct Terms)) is subject to the terms of the Royal Mail PAF Solutions Provider Licence referred to in the OS Direct Terms. Therefore, in accordance with the terms of the OS Direct Terms, the Royal Mail PAF Solutions Provider Licence takes precedence to this Agreement in relation to such E&I API Data.
• If you are using the Public Sector API Service, your use of Public Sector API Data is at all times subject to the terms of your PSGA Member Licence and, in the event of any conflict between the two documents in relation to the Public Sector API Data, your PSGA Member Licence will take precedence. In particular, because Address Transactions are created using Royal Mail Data (as defined in your PSGA Member Licence) then, in accordance with the terms of your PSGA Member Licence, you must use such Royal Mail Data subject to the Royal Mail terms contained in your PSGA Member Licence.
• You must hold valid OS Direct Terms applicable to the E&I API Data accessed via the E&I API Service throughout your use of such E&I Data via such API Service.
• You must have a valid PSGA Member Licence throughout your use of the Public Sector API Service.
• Provide us with all necessary co-operation in relation to the OS API Service Terms, including providing any information we may reasonably request to support this, such as the list of End Users' details referred to above.
• Keep all details of your account with us secure, preventing any unauthorised access to the API Services.
• Tell us immediately when you suspect or become aware of loss or misuse of API Data or the API Services by someone in your business or by someone else accessing your Products and / or Services.
• Ensure that your End User Licence terms expressly allow us, as the API service provider, to directly enforce those terms if required and require the End User to inform you of any misuse or other activity that could compromise our intellectual property rights.
• Comply with all applicable laws, rules and regulations.
• Ensure that Products and / or Services you develop using the API Services are not used for anything illegal, deceptive, misleading or otherwise inappropriate, including anything which could damage our reputation.
• Comply, and require your End Users to comply, with our published guidelines in relation to our copyright acknowledgement, our logo and / or our branding.
• Properly acknowledge the use of API Data in all Products and / or Services you develop under the OS API Service Terms in line with our published guidance or other advice we provide from time to time. To be absolutely clear, when we say "use of API Data", we mean where you benefit from, rely upon, or make any use of API Data. This includes, but is not limited to, creating your Products and / or Services by consulting, copying, publishing, modifying, re-formatting, analysing or performing searches, look-ups or enquiries of API Data.
• Refer to the Open Identifiers Policy so as to enable your End Users to benefit from it.
• Be solely responsible for the procurement and maintenance of your own systems, networks and connections from your systems to the API Services.
• Acknowledge that your Products and / or Services will be at all times subject to the Technical Specification Documentation and the applicable Fair Use Limit.
• Pay the relevant Fees for the Premium API Service to OS where applicable, in accordance with the OS API Service Terms.
• Include explicit terms in your End User Licence that prevent End Users from using any Premium API Data (including Derived Data) accessed or delivered by your Products and / or Services for the development of their own commercial applications or services.

What you must not do when you use the API Services

• You must not permit or enable your End Users to download, store or extract Premium API Data except to the extent expressly provided for in the OS API Service Terms.
• Neither you nor your End Users may make any Address Islands Records available via the internet.
• You must not attempt to (or allow anyone else to) access any API Service for the purposes of, or so as to allow, reverse engineering or the deriving of any source code or underlying structure, ideas or algorithms from any API Service or digitise any Features from the underlying API Data.
• You must not register for more than one Premium API Plan; in particular you may not (and may not permit others to) register for multiple Premium Plans solely to benefit from multiple royalty-free thresholds. This includes not acting in partnership or co-operation with other undertakings to obtain multiple royalty-free thresholds in relation to a common product or service.
• You must not register for more than one Public Sector API Plan.
• You must not register for more than one E&I API Plan. Nor may you create any Products and / or Services using E&I API Data or sub-license the E&I API Service (except to the extent permitted by your licensed use).

OS API Service Terms

Background:

This Agreement sets out the terms on which Ordnance Survey Limited (company registration number 09121572) (we, us, our, OS) makes API Services available to its customers, including you, the person or entity entering into this Agreement, either as:

• a Direct Customer (in relation to the E&I API Services only);
• a Solutions Provider (being a Partner as defined in this Agreement) (in relation to the Premium API Services and / or the Open API Services);
• a Public Body (in relation to the Public Sector API Services only); or
• an End User (in relation to the Open API Services only),

(you and your).

You and we are each a party and together the parties.

The general terms and conditions of use for the API Services are set out in the front-end (Clauses 1 to 20) of this Agreement and the specific terms for the Premium API Services are set out in Appendix 2.

Agreed Terms:

Definitions & interpretations

Appendix 1 provides for the definition and interpretation of words used in this Agreement.

Preconditions

1. 2.1 Your entry into this Agreement is subject to your acceptance of the OS Data Hub Terms.
2. 2.2 You must click to accept this Agreement via the process available at the OS Data Hub. By using an API Service, you are deemed to have accepted the terms of this Agreement.
3. 2.3 Regulations 9 and 11 of the Electronic Commerce (EC Directive) Regulations 2002, relating to contracts made online, shall not apply to this Agreement.
4. 2.4 Nothing in this Agreement or its performance gives rise to any relationship of agency, partnership or employer and employee between us and you.
5. 2.5 The parties agree to, wherever practicable, perform their obligations under this Agreement in a way that minimises the Carbon Footprint associated with the activities under this Agreement.

Term of this Agreement and access to API Plans

1. 3.1 Subject to Clauses 2.1 and 2.2, this Agreement will commence when you have accepted or are deemed to have accepted its terms and shall remain in force until its termination or expiry.
2. 3.2 You may only have at any time: one E&I Plan; and / or one Premium API Plan; and / or one Public Sector API Plan.
3. 3.3 Subject to Clause 3.2, you may have no more than 150 API Projects at any time, each with a unique API Key issued to you by us.

Grant of licence

1. 4.1 Subject to the terms of this Agreement, we grant to you a non-exclusive, non-sub-licensable, non-transferable, revocable licence:
2. 4.1.1 as a Direct Customer, to access and use E&I API Data for your licensed use as specified in your Framework Contract (Direct Customers), such access shall be by way of E&I API Plans that we make available within E&I API Services;
3. 4.1.2 as a Partner: to access and use Premium API Data via the API Services: to develop, evaluate, and / or test your Products and / or Services; to evaluate the OS Places API internally for a single period of 60 days per API Service as part of the Trial Mode; and to provide your Products and / or Services by sub-licensing them to End Users in accordance with Clause 4.3 for their End User Licensed Use; and to access and use the Premium Download API Service for the purposes of automatically downloading Premium API Data, either by way of extracts or on a national coverage basis, for your licensed use as specified in your applicable Partner Terms;
4. 4.1.3 as a Public Body: to access and use Public Sector API Data via the Public Sector API Services for your licensed use as specified in your PSGA Member Licence, such access shall be by way of Public Sector API Plans that we make available within Public Sector API Services; or to access the applicable Public Sector API Service for the purposes of automatically downloading Public Sector API Data, either by way of extracts or on a national coverage basis, for your licensed use as specified in your PSGA Member Licence;
5. 4.1.4 whether as a Direct Customer, as a Partner, as a Public Body or as an End User, to access and use Open API Data via the API Services for any purpose subject to the terms of the Open Government Licence;
6. 4.1.5 to sub-license the API Services to your Contractors in accordance with Clause 4.3; and
7. 4.1.6 to promote your Products and / or Services by including sample mapping images in marketing materials provided that each mapping image (i) has a coverage area which is reasonable in order for you to illustrate your service and (ii) is not capable of being used as a service in itself,
8. 4.1.7 subject to any applicable Fair Use Limit.
9. 4.2 Except to the extent you are permitted to under Clause 4.1, you shall not (and you shall ensure that each End User shall not):
10. 4.2.1 pass or allow access to the API Services or any API Data to any third party;
11. 4.2.2 access all or any part of any API Service for the purpose of building an alternative to such service which does not enable access to any API Data or to reverse engineer or attempt to derive any source code or underlying structure, ideas or algorithms from any such service;
12. 4.2.3 commercially exploit, sell, license or distribute any API Service, or any products and / or services incorporating the results retrieved using an API Service, including where you have benefitted from, relied upon, or made any use of any API Service or any API Data (including, without limitation, where you have created your applications and / or products and / or services by consulting, copying, publishing, modifying, re-formatting, analysing or performing searches, look-ups or enquiries using any API Service or any API Data); or
13. 4.2.4 use the API Services for any purpose not expressly permitted by this Agreement.
14. 4.3 Other than where you provide access to an API Service to your End Users in Development Mode or where you are making the Public Sector API Service and / or the E&I API Service available to your Contractors (in which case you shall comply with the terms in this Agreement relating to the PSGA Contractor Licence and / or (as applicable) the contractor licensing provisions of the Framework Contract (Direct Customers)), you shall ensure in a written agreement (executed by the relevant End User or Contractor before it has access to any API Service and maintained in force) in which:
15. 4.3.1 the applicable restrictions included in this Agreement are applied to the relevant End User or Contractor;
16. 4.3.2 any applicable obligations imposed on you in this Agreement are imposed on the relevant End User or Contractor;
17. 4.3.3 save as provided in this Agreement, any right for the relevant End User or Contractor to use any API Service shall terminate automatically on termination of this Agreement;
18. 4.3.4 it is expressly stated that we shall have no liability to any End User or Contractor in respect of any API Service, API Data or this Agreement;
19. 4.3.5 any applicable rights reserved in this Agreement in relation to any API Service or API Data and for our benefit are reserved, including rights to enforce directly the terms of the agreement with the relevant End User or Contractor pursuant to the Contracts (Rights of Third Parties) Act 1999;
20. 4.3.6 if the End User is a Consumer End User, it is licensed for personal non-commercial use only; and
21. 4.3.7 the End User is liable for the acts of its own end users.
22. 4.4 We (or, where applicable, our licensors including the Crown) own the IPR in all API Services and any and all API Data. All rights not expressly granted are reserved to us and our licensors (including the Crown).
23. 4.5 Rights under this Agreement are granted to you only and not to any of your subsidiary or holding companies.
24. 4.6 Subject to the rights that may be granted to End Users under the relevant End User Licensed Use (as per Appendix 2 and / or the Open Government Licence), the archive rights granted to you under Clause 5.1.7 and the archive rights granted under your PSGA Member Licence or the Framework Contract (Direct Customers), the use of all API Data and API Services shall terminate on expiry of the applicable API Plan.

Your Obligations

General

1. 5.1.1 You may register for one Premium API Plan only. You may not (nor may you permit others to) register for multiple Premium API Plans to benefit from multiple royalty-free thresholds. This includes not acting in partnership or co-operation with other undertakings to obtain multiple Premium API Plans in relation to a common product or service.
2. 5.1.2 You may register for one E&I API Plan only. In addition, you may register for one Public Sector API Plan only. For clarity, you may hold at the same time one E&I API Plan and / or one Premium API Plan and / or one Public Sector API Plan.
3. 5.1.3 You shall ensure that each End User shall comply with the conditions of use set out in Appendix 2 and / or the Open Government Licence (as applicable).
4. 5.1.4 You shall at all times maintain a list (including organisation names and contact details) of all End Users with access to Premium API Data in connection with the Agreement and shall make that list available to us on our request and upon termination or expiry of this Agreement. However, you shall not be required to list any End Users to the extent that they have been granted a perpetual licence to use Premium API Data in accordance with their End User Licensed Use. We shall be permitted to use such list to contact any listed End User for the purposes of monitoring their dealings with Premium API Data and enforcing our rights. We shall not use such list for any other purpose and shall treat such list as your Confidential Information.
5. 5.1.5 You shall have no obligation under Clause 5.1.4 to maintain a list of Consumer End Users or End Users that are solely licensed for Open API Data.
6. 5.1.6 You shall maintain a record of all terms and conditions pursuant to which you have made API Data available to End Users under this Agreement.
7. 5.1.7 You may store copies of Transactions in an archive for the sole purpose of addressing a complaint or challenge from a regulator or other third party regarding your use of such Transactions during the term of this Agreement. Your rights to maintain such archive shall survive the termination or expiry of this Agreement except where we terminate this Agreement in accordance with Clause 8.2.2 or Clause 8.2.3.
8. 5.1.8 You shall ensure that all relevant country code value(s) and / or Postcode Areas (as provided for in the definition of Address Islands Records) contained in each Address Islands Transaction are visible or otherwise accessible to an End User.
9. 5.1.9 You are only entitled to be licensed under this Agreement in respect of:
10. 5.1.9a) the E&I API Service as a Direct Customer if you hold a valid Framework Contract (Direct Customers) and any applicable Contract(s) (as defined in it) for the E&I API Data being accessed via such API Service;
11. 5.1.9b) the Premium Download API Service as a Partner if you hold valid Partner Terms;
12. 5.1.9c) an Address API Service as a Partner if you hold a valid Framework Contract (Partners) together with:
13. 5.1.9c)i) a valid Business Solutions – Online Solutions Contract (to the extent you sub-license your Address API Service to Business End Users and on the basis that you are not permitted to sub-license AddressBase Islands Transactions to any person under this Contract); and /or
14. 5.1.9c)ii) a valid Distribution Contract solely to the extent to enable you to sub-license AddressBase Islands Transactions (for avoidance of any doubt, each End User licensed for AddressBase Islands Transactions must also be licensed for either AddressBase Islands and/or OS NGD Address: Islands Address under the Distribution Contract) via the Address API Service; and
15. 5.1.9d) the Public Sector API Service as a Public Body if you hold a valid PSGA Member Licence.
16. 5.1.10 In relation to the Public Sector API Service (and the Public Sector API Plans and Public Sector API Data available therein), in the event of any conflict between the terms of this Agreement and the terms of your PSGA Member Licence, the terms of the PSGA Member Licence shall take precedence.
17. 5.1.11 In relation to the Address API Services, in the event of any conflict between the terms of this Agreement and the terms of the documents referred to in Clause 1.1.1a), the terms of such documents shall take precedence. In particular, please note that the terms of the Royal Mail PAF Solutions Provider Licence referred to in such documents shall take precedence to all other terms contained in such documents in relation to the Address API Services and your use and licensing of Address Transactions.

Security, compliance with laws, etc.

1. 5.2.1 Unless caused by us breaching this Agreement, you are liable and responsible for anything done by you or your End Users in relation to any API Service. We are entitled to assume that any access to the API Services using your account details is authorised by you. We are not responsible for any unauthorised access to or use of your account. You will ensure that your End Users comply with the relevant End User Licensed Use and the applicable terms of its End User Licence. If you become aware that an End User is in breach of the relevant End User Licensed Use and / or applicable terms of its End User Licence (as per Appendix 2 and / or the Open Government Licence) you will immediately notify us and terminate its access to the API Services.
2. 5.2.2 You shall remain liable to us, and our rights and remedies under Clause 8 shall apply, in respect of any act or omission of third parties to which you are entitled to sub-license or otherwise disclose API Services and / or API Data under this Agreement and you shall (or procure that the relevant third party shall) enforce the terms of the relevant agreement up to and including obtaining judgments in court and take such other action as we may request in respect of any breach.
3. 5.2.3 Where you request, we will provide you with reasonable assistance necessary for you to enforce the relevant End User Licence and / or Contractor Licence and you shall indemnify us in respect of all our reasonable costs (including without limitation legal costs), expenses and liabilities in providing such assistance.
4. 5.2.4 You will use adequate technological and security measures to ensure that all access and use of any API Service is secure from unauthorised use or access.
5. 5.2.5 You shall, and shall (where applicable) ensure that all End Users shall:
6. 5.2.5a) be responsible for marketing and selling your Products and / or Services, including all associated costs;
7. 5.2.5b) conform with all relevant Data Protection Legislation;
8. 5.2.5c) deal with all enquiries and complaints relating to the Products and / or Services;
9. 5.2.5d) not hold yourself out or describe yourself as our agent;
10. 5.2.5e) inform us in writing of any change of control of your business within 30 days of it becoming effective;
11. 5.2.5f) comply with all laws, rules and regulations applicable to your use of any API Service;
12. 5.2.5g) not access, store, distribute or transmit any viruses or any material during the course of your use of an API Service that is unlawful or detrimental to our reputation;
13. 5.2.5h) not allow any API Service or API Data to be used for anything that, in our reasonable opinion, may be illegal, deceptive, misleading, unethical or otherwise inappropriate;
14. 5.2.5i) not use any API Service in any way that threatens its integrity, performance or reliability (including by conducting performance or stress tests on any API Service) or in any manner that works around any of its technical limitations;
15. 5.2.5j) provide us with all necessary co-operation in relation to this Agreement and all necessary access to information relating to this Agreement and your use of the API Services as we may reasonably require;
16. 5.2.5k) ensure that your network and systems comply with any relevant specifications provided by us from time to time, including promptly complying with any reasonable requests from us in connection with the same; and
17. 5.2.5l) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet,
18. 5.2.6 and we may, without liability to you, disable your access to any API Service if you or End Users (as applicable) breach any provision of this Clause 5.2.5.

Intellectual property rights

1. 5.3.1 If your use of any API Service is conditional on your prior entry into another licence with us, where there is any conflict between the terms of such other licence and the terms of this Agreement in relation to IPR, the terms of such other licence shall take precedence.
2. 5.3.2 You and your End Users, when making any API Data available to third parties, must ensure that the acknowledgement of OS and Crown copyright and database rights ownership is in a conspicuous position in any products and / or services and all copies of API Data.
3. 5.3.3 When using API Data, you shall ensure that your Products and / or Services include our logo in accordance with the applicable branding guidelines we make available to you via the OS Data Hub in respect of the API Services and contain a prominent link to our Errors and Omissions Tool.
4. 5.3.4 You may not use any of our trade marks except as expressly permitted by the applicable branding guidelines we make available to you via the OS Data Hub in respect of the API Services. You have no right to sub-license the right to use our trade marks under this Agreement save to Contractors to the extent necessary for the purposes set out in Clause 4.1.5.
5. 5.3.5 You shall ensure that any use of the names OS and Ordnance Survey and of any of our other trade marks includes the ® or ™ symbol as shown in relation to such trade mark in the applicable branding guidelines we make available to you via the OS Data Hub in respect of the API Services.
6. 5.3.6 We reserve the right to refer to you and your Products and / or Services in connection with your use of any API Services. You may give us written notice if you do not permit us to make such a reference.
7. 5.3.7 You will:
8. 5.3.7a) notify us as soon as you become aware of, or suspect, any infringement of our IPR and give us all reasonable assistance in pursuing or dealing with any such infringement;
9. 5.3.7b) not (and you will ensure that your End Users will not) tamper with, amend or remove any of our (or any of our licensors') copyright or database rights acknowledgements, branding, trade marks, trade mark symbols or other proprietary notices contained in the API Data or any API Service; and
10. 5.3.7c) not use or apply for registration of any trade mark in respect of our trade names or registered or unregistered trade marks or any part of them, nor use or apply to register any trade mark similar to or likely to be confused with any of them, nor register any domain name which is similar to or likely to be confused with any of our trade names or registered or unregistered trade marks or domain names.
11. 5.3.8 Save as otherwise agreed in writing, you assign IPR in Analytics Data to us to the extent it was created using Premium API Data and, in turn, we will provide you with terms under which you can include that Analytics Data as part of your Products and / or Services.

Fees

1. 6.1 The Fees payable for the API Services shall be as set out in the OS Data Hub as may be varied from time to time in accordance with Clause 6.9. However:
2. 6.1.1 licence fees are payable in respect of E&I API Data accessed via the E&I API Service under the terms of the Framework Contract (Direct Customers) and any applicable Contract(s) (as defined in it); and
3. 6.1.2 additional royalties may be payable under the terms of the Business Solutions – Online Viewing Contract where you are using an Address API Service as a Partner or under the applicable Partner Terms in respect of Premium API Data accessed via the Premium Data API Download Service.
4. 6.2 Fees will apply in relation to Premium API Data accessed via a Premium API Plan (save where such access is in connection with Development Mode), subject to any monthly royalty-free thresholds expressly provided for in the OS Data Hub in respect of the Premium API Plan concerned (and for the avoidance of doubt, no monthly royalty-free threshold applies to any Address API Service). To be clear, any monthly royalty-free threshold provided under a Premium API Plan is only applicable within the calendar month to which it relates, and may not be aggregated or rolled over into subsequent months. Fees are not payable in relation to any use of the Open API Service, any use of Open API Data via a Premium API Service or any use of the Public Sector API Service. No allowance will be made by us for any bad debts.
5. 6.3 Subject to Clauses 6.4 and 6.6, promptly following the end of any Invoice Period, we shall invoice you for the Fees payable in respect of such Invoice Period in arrears via the OS Data Hub.
6. 6.4 If you have been given a credit limit in accordance with Clause 6.7, we may contact you earlier than the date referred to in Clause 6.3 if we reasonably consider that the amount of Fees that will be incurred by you during an Invoice Period will exceed the amount of your credit limit and advise you to make early payment of Fees so as to ensure that your credit limit is not breached. If you breach your credit limit then, notwithstanding Clause 6.5, we shall be entitled to suspend your access to and use of the applicable API Services in whole or in part until you make such payment so as to ensure that you no longer are breaching your credit limit.
7. 6.5 You shall pay all Fees by no later than 30 days following the applicable invoice date. For the avoidance of doubt we may issue an invoice following termination or expiry of this Agreement in respect of Fees due up until the point of termination or expiry.
8. 6.6 In the event that the Fees due to us at any time are less than £50, we reserve the right to withhold invoicing for those Fees until (at our option):
9. 6.6.1 the total Fees due are the same as or more than £50; or
10. 6.6.2 the termination of this Agreement.
11. 6.7 By agreeing to this Agreement you shall be deemed to have accepted the credit application and payment terms on our Website at Apply for a credit account | Customer support | OS. If you wish to apply for further credit you should apply to us via the link provided.
12. 6.8 We may set off all monies, debts or liabilities that are due from you to us under this Agreement against any amount payable by us to you under this Agreement.
13. 6.9 In accordance with Clause 16.1, we may amend the financial aspects of any Premium API Plan (including reducing the monthly royalty-free threshold or increasing the Fees payable for any Premium API Data) by giving you no less than 30 days' notice of the changes via email and / or the OS Data Hub.
14. 6.10 Except where we specify otherwise, all sums shall exclude VAT and any other applicable taxes, which you shall pay in addition at the rate prevailing at the date of the invoice. You shall pay all amounts in pounds sterling without deduction or set off.

Service Levels and Maintenance

1. 7.1 We shall:
2. 7.1.1 provide the API Services substantially in accordance with (a) the Technical Specification Documentation and (b) the Service Level Documentation;
3. 7.1.2 make technical support available via the Website and / or the OS Data Hub and provide technical support during Business Hours via our Customer Service Centre;
4. 7.1.3 ensure that the API Data accessible via the API Services, conforms substantially to its specification as set out in the Technical Specification Documentation, provided that if it does not so conform and you notify us within 90 days of receipt, then we will rectify the API Data so that it substantially conforms to the relevant specification, provided that the non-conformance has not been caused by:
5. 7.1.3a) any modification or addition not performed or authorised by us; or
6. 7.1.3b) any of your computer software or equipment.
7. 7.2 We may not complete this until the next applicable API Data update following such notification. Rectification under this clause shall be your and our sole and exclusive remedy and liability respectively for API Data which does not conform to the relevant specification. If we are unable to rectify the relevant non-conformance, you or we may terminate the Agreement by notice in writing with immediate effect.

Suspension, termination, expiry and cancellation

1. 8.1 We may immediately suspend your access to or use of any API Service at any time (in whole or in part) if we suspect that:
2. 8.1.1 you are in breach of:
3. 8.1.1a) this Agreement; and / or
4. 8.1.1b) any applicable terms of:
5. 8.1.1b)i) the Framework Contract (Direct Customers); and / or
6. 8.1.1b)ii) any applicable Contract(s) (as defined in the Framework Contract (Direct Customers)); and / or
7. 8.1.1b)iii) the Business Solutions – Online Viewing Contract; and / or
8. 8.1.1b)iv) the OS Data Hub Terms; and / or
9. 8.1.2 your End Users are in breach of the applicable End User Licensed Use and / or End User Licence.
10. 8.2 We may terminate this Agreement:
11. 8.2.1 by giving not less than 90 days' written notice; or
12. 8.2.2 with immediate effect by written notice if circumstances occur that entitle us to terminate the OS Data Hub Terms with immediate effect;
13. 8.2.3 with immediate effect by written notice if you:
14. 8.2.3a) are in material breach of any term and such breach is either incapable of being remedied or is not remedied within 30 days of a written request to do so;
15. 8.2.3b) are in persistent breach of this Agreement; or
16. 8.2.3c) cease to carry on business; or
17. 8.2.4 at any point with immediate effect by written notice, in any of the circumstances set out in OS's Licence Exceptions Policy (pdf) as amended from time to time; or
18. 8.2.5 with immediate effect by giving you notice if you:
19. 8.2.5a) are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986;
20. 8.2.5b) have a receiver, administrative receiver, administrator or similar officer appointed over all or any part of your assets or undertaking;
21. 8.2.5c) make an assignment for the benefit of, or a composition with, your creditors generally or another arrangement of similar import;
22. 8.2.5d) commit an act of bankruptcy or go into liquidation or are the subject of a petition for bankruptcy or a winding up order otherwise than for the purposes of a bona fide amalgamation or restructuring;
23. 8.2.5e) undergo any process similar to the matters referred to in Clauses 8.2.5a) to d) (inclusive) in any jurisdiction other than the UK; or
24. 8.2.5f) undergo a change of control of your business other than for the purpose of a bona fide internal group restructuring and so long as we exercise such right of termination within 6 months of the date on which you notify us of such change of control in writing.
25. 8.3 We shall have the right to terminate this Agreement with immediate effect without notice if you have not used our API Services for a period of 12 consecutive months.
26. 8.4 You may terminate this Agreement at any time via the OS Data Hub. Upon doing so, and with immediate effect, your access to all API Services will cease.
27. 8.5 We may immediately cancel your access to:
28. 8.5.1 any E&I API Plan if your Framework Contract (Direct Contract) and / or any applicable Contract (as defined in it) expires or terminates; and / or
29. 8.5.2 an Address API Service as a Partner if your Business Solutions – Online Viewing Contract expires or terminates; and / or
30. 8.5.3 any Public Sector Plan if your PSGA Member Licence expires or terminates.
31. 8.6 Termination or expiry of this Agreement will not affect either party's accrued rights and remedies.
32. 8.7 From the date of termination or expiry of this Agreement you will (and you will ensure that all End Users and Contractors will):
33. 8.7.1 immediately cease access to or use of all affected API Services and / or API Data and / or Products and / or Services; and
34. 8.7.2 except to the extent otherwise permitted by Clause 5.1.7 or another applicable OS licence (including your PSGA Member Licence), delete and destroy all information received by you or them and / or created as a result of your or their access and use of any affected API Service and / or related Product and / or Service.
35. 8.8 Clauses 2.3, 6, 8, 9, 10, 11, 19 and 20 will survive the expiry or termination of this Agreement.

Warranties and Liability

1. 9.1 All warranties, conditions and other terms implied by statute or common law regarding any API Service and any API Data are, to the fullest extent permitted by law, excluded from this Agreement. Subject to Clause 7.1, we are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the API Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. For the avoidance of doubt, we shall have no liability for any loss incurred as a result of any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet to the extent that such loss is caused by your non-compliance with Clause 5.2.5l).
2. 9.2 We warrant that we are able to grant the licences included in this Agreement.
3. 9.3 If:
4. 9.3.1 you are a Public Body; and
5. 9.3.2 you wish to grant any of your Contractors access to Premium API Data via the Premium API Services pursuant to Clause 4.1.5,
6. 9.3.3 you warrant that, prior to granting such access to each such Contractor, you shall enter into a PSGA Contractor Licence with such Contractor.
7. 9.4 Neither the API Services nor the API Data have been created for your or any particular customer's requirements. It is your responsibility, or that of your End Users, to ensure that the API Service and / or the API Data is fit for your and their intended use or purpose.
8. 9.5 The parties each warrant and undertake (and you shall procure that your employees, contractors and / or agents shall undertake) that they have not committed and will not commit in connection with the Agreement any offence under the Bribery Act 2010, or the Modern Slavery Act 2015 or any other law in force in any applicable jurisdiction creating offences in respect of bribery, corruption, fraudulent acts and modern slavery. Any breach of this Clause 9.5 by you or any of your employees, contractors or agents (whether with or without your knowledge) shall entitle us, with no liability whatsoever to you, to terminate the Agreement with immediate effect by notice in writing and to recover from you the amount of any loss resulting from such termination.
9. 9.6 Notwithstanding anything else in this Agreement, where third party data is included within the API Data, we give no greater warranty or indemnity protection in respect of third party data included within the API Data, than is given to us by the relevant third party licensor from time to time.
10. 9.7 Neither party excludes or limits liability under this Agreement for:
11. 9.7.1 any breach of IPR (subject to Clause 10);
12. 9.7.2 personal injury or death caused by its negligence or that of its employees, contractors or agents;
13. 9.7.3 either party's liability in respect of any breach relating to Confidential Information by that party or any person or organisation which has obtained Confidential Information from that party; or
14. 9.7.4 fraud or any other liability that cannot be lawfully excluded or limited.
15. 9.8 Subject to Clause 9.7:
16. 9.8.1 our total liability for all claims made (whether in contract, tort (including negligence) or otherwise) under or in connection with this Agreement shall be limited to the greater of the amount you have paid us under this Agreement during the preceding 12 months or £500; and
17. 9.8.2 neither you nor we will be liable to the other in contract, tort (including negligence) or otherwise for:
18. 9.8.2a) any special, indirect or consequential losses or damages; or
19. 9.8.2b) any loss of profits, loss of business or loss of contracts (in each case whether direct or indirect).
20. 9.9 Subject to Clause 9.8.2 and 9.11 and the exclusion in Clause 9.10, you will indemnify and keep us indemnified from and against all costs, expenses, damages, losses or liabilities incurred or suffered by us arising out of any dispute or claim in connection with the Products and / or Services (including without limitation any product liability claim or claim that the Products and / or Services include obscene or defamatory material or are in breach of any applicable laws).
21. 9.10 The indemnity in Clause 9.9 shall exclude any claim to the extent it arises solely as a result of the use of API Data and / or the API Service in the form in which it was supplied under this Agreement and in accordance with this Agreement.
22. 9.11 Wherever a party is indemnified under the Agreement, that party shall:
23. 9.11.1 promptly notify the other party (Indemnifier) in writing as soon as it becomes aware of any matter which may be subject to the relevant indemnity;
24. 9.11.2 make no admission relating to the matter which is the subject of the indemnity without the Indemnifier's prior written consent;
25. 9.11.3 allow the Indemnifier to conduct and settle all negotiations and proceedings and give the Indemnifier all reasonable assistance (at the Indemnifier's reasonable expense); and
26. 9.11.4 use all reasonable endeavours to mitigate its losses.
27. 9.12 Except for Clauses 9.8.2 and 9.10 nothing in this Agreement shall exclude or limit your liability under the indemnity in Clause 9.9.

Intellectual property right claims

1. 10.1 We undertake at our own expense to defend you or, at our option, settle any claim or action brought against you alleging that the use of any API Service and / or API Data in accordance with the terms of this Agreement infringes the IPR of a third party (Claim) and shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against you as a result of or in connection with any such Claim. For the avoidance of doubt, this Clause 10.1 shall not apply to any claim attributable to:
2. 10.1.1 any modification or addition to an API Service and / or API Data not performed or authorised by us;
3. 10.1.2 the use of an API Service and / or API Data other than in accordance with the terms of this Agreement; or
4. 10.1.3 the use of an API Service and / or API Data in combination with any data, hardware or software not supplied or specified by us.
5. 10.2 If any third party makes a Claim, or notifies an intention to make a Claim against you, our obligations under Clause 10.1 are conditional on you:
6. 10.2.1 as soon as reasonably practicable, giving written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;
7. 10.2.2 not making any admission of liability, agreement or compromise in relation to the Claim without our prior written consent (such consent not to be unreasonably conditioned, withheld or delayed);
8. 10.2.3 giving us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and
9. 10.2.4 subject to us providing security to you to your reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, taking such action as we may reasonably request to avoid, dispute, compromise or defend the Claim,
10. 10.2.5 and you shall use all reasonable endeavours to cease using any API Data which forms the subject of a Claim and / or accept and use alternative API Data.
11. 10.3 If any Claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense:
12. 10.3.1 procure for you the right to continue to use any affected API Service and / or API Data in accordance with the terms of this Agreement;
13. 10.3.2 modify any affected API Service and / or API Data so that it ceases to be infringing;
14. 10.3.3 replace any affected API Service and / or API Data with a non-infringing service and / or data; or
15. 10.3.4 terminate your access to any affected API Service and / or API Data immediately by notice in writing to you in respect of such API Service and / or API Data as at the date of termination promptly following you complying with your obligations under Clause 8.7.
16. 10.4 Notwithstanding any other provision in this Agreement, Clause 10.1 shall not apply to the extent that any claim or action referred to in that Clause arises directly or indirectly through the possession or use of any data or software not provided by us or through the breach of any third party terms by you.
17. 10.5 This Clause 10 constitutes your exclusive remedy and our only liability in respect of Claims.

Auditing

1. 11.1 You shall provide evidence of compliance with your obligations under the Agreement, if we so request. You also agree to comply with reasonable measures stipulated by us as a result of any audit. In particular, if requested by us, you shall provide us with:
2. 11.1.1 access to your Product and / or Service (if your Product and / or Service is not publicly accessible); and
3. 11.1.2 copies of promotional material (where such promotional material includes our trade marks and / or any API Data),
4. 11.1.3 within a reasonable time of our request and at your expense, for the sole purpose of enabling us to verify your compliance with the Agreement.
5. 11.2 We and / or our representatives have the right on reasonable notice during business hours to audit your systems, operations and all supporting documentation to ensure your compliance with the Agreement and to take copies of any necessary records. You shall, at your expense, provide us with all reasonable assistance to enable such auditing and copying to take place, including making available appropriate employees and facilities.
6. 11.3 If an audit shows that any information which you have provided relating to a financial matter is incorrect, you shall promptly make good any underpayment and rectify any defect in your accounting systems. We will bear the costs of any audit except where it indicates that the calculation of the Fees due in respect of any Invoice Period represents an underpayment of 5% or more, in which case you will bear the costs of the audit.

Confidentiality and privacy

1. 12.1 To the extent that this Agreement involves the provision of Confidential Information (for instance, the provision by OS to you of the API Key), the parties shall ensure that:
2. 12.1.1 all Confidential Information is kept secure and confidential and disclosed to staff, professional advisers and contractors on a need-to-know basis only;
3. 12.1.2 they implement appropriate measures and systems to prevent the unauthorised disclosure of Confidential Information; and
4. 12.1.3 they notify the other party without delay of any unauthorised use, copying or disclosure of the other's Confidential Information of which they become aware and provide all reasonable assistance to the other to stop such unauthorised use, copying and / or disclosure.
5. 12.2 Nothing in this Agreement shall prevent either you or us (the disclosing party) disclosing the other party's Confidential Information which:
6. 12.2.1 was previously known to the disclosing party without obligation of confidence;
7. 12.2.2 was independently developed by or for the disclosing party;
8. 12.2.3 was acquired by the disclosing party from a third party which is not, to the disclosing party's knowledge, under an obligation of confidence with respect to such information;
9. 12.2.4 is or becomes publicly available through no breach of this Agreement; or
10. 12.2.5 the disclosing party is required to disclose by order of a court of competent jurisdiction or by a government body or agency or pursuant to any law or any governmental or regulatory requirements (which, for the avoidance of doubt, shall include any requirements for disclosure under the Freedom of Information Act 2000 and / or the Environmental Information Regulations 2004).
11. 12.3 On termination or expiry of this Agreement, each party will promptly destroy or (at the other party's request) return all copies of the other party's Confidential Information in its possession, custody or control.

Events outside a party's control

1. 13.1 Save for any obligation to make payment, neither party will be responsible for any delay or failure in carrying out obligations under this Agreement if the delay or failure is caused by circumstances beyond the reasonable control of the affected party. In such circumstances the affected party will notify the other of any such likelihood as soon as possible. The affected party shall be allowed a reasonable extension of time to carry out its obligations in these circumstances. In the event that such circumstances materially impact the affected party's performance of its obligations under this Agreement for a continuous period in excess of 90 days, the non-affected party shall be entitled to terminate this Agreement by giving notice in writing to the other.

Data Protection

1. 14.1 Without prejudice to Clause 5.2.5b), each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all Data Protection Legislation.
2. 14.2 We shall comply with the terms of our privacy policy available at Privacy policy | Policies | OS.

Changing the parties to the Agreement

1. 15.1 You may not assign, transfer or novate rights and obligations under this Agreement without our prior written consent, which we will not unreasonably withhold or delay.
2. 15.2 We may assign, transfer or novate the benefits and obligations of this Agreement to any government body or nominated subcontractor or, in the event of the transfer of all or any of our activities or functions to any other entity, to the entity to which our functions have been transferred. You expressly agree to the assumption of our obligations under this Agreement by that entity.

Variation

1. 16.1 Unless otherwise specified in this Agreement, we may change this Agreement at any time on 30 days' written notice unless the change is required by any of our third party licensors on less than 30 days' notice, in which case we will give you such notice as is reasonably practicable in the circumstances. If you continue to use any API Service after such notice period, you shall be deemed to have accepted the modified terms. If you do not wish to accept such modified terms, you must either terminate this Agreement by giving us written notice or cancel your access to any affected API Plan via the OS Data Hub with immediate effect.
2. 16.2 If any API Data is removed from any API Service as a result of a variation under Clause 16.1, then, unless you are permitted to retain such API Data under the terms of this Agreement you shall, within 30 days of such variation:
3. 16.2.1 destroy (or at our option return) all such removed API Data, in any media, which you hold or are responsible for (including any such API Data embedded in any other material) and provide written confirmation that you have done so at our request; and
4. 16.2.2 ensure that each relevant End User complies with an equivalent obligation unless permitted to retain such API Data under the relevant End User Licensed Use.
5. 16.3 Additionally, changes to this Agreement may take effect if agreed in writing by both you and us.
6. 16.4 You shall ensure that all changes which affect any End User Licence or Contractor Licence entered into by you under this Agreement are incorporated without delay.

Entire Agreement

1. 17.1 This Agreement and the documents referred to in it set out the entire agreement and understanding between you and us in respect of the subject matter of this Agreement.
2. 17.2 The waiver (which must be in writing) by you or us of any rights under this Agreement does not imply that any other rights are waived.
3. 17.3 No delay in exercising any right under this Agreement shall constitute a waiver of such right.

Notices

1. 18.1 We may provide notice to you under this Agreement either:
2. 18.1.1 via the OS Data Hub; or
3. 18.1.2 by email to the email address then associated with your account; or
4. 18.1.3 by hand, prepaid first class post or recorded delivery to the address most recently notified by you to us for such purposes.
5. 18.2 You must promptly notify us of changes to your current correct contact details.
6. 18.3 Except where otherwise specified, you must give us notice under this Agreement by email, hand, prepaid first class post or recorded delivery to OS, Customer Services Centre, Explorer House, Adanac Drive, Southampton, SO16 0AS (or any other address notified by us for such purposes from time to time).
7. 18.4 Notices shall be deemed to have been received:
8. 18.4.1 if provided by us via the OS Data Hub, 30 days following the date on which it is posted on the OS Data Hub;
9. 18.4.2 if sent by email, when the email is sent (unless the sender receives a delivery failure notification for reasons other than the recipient's email address not being valid) or if delivery is not during Business Hours, at 09.00 (local time) on the first Working Day following delivery;
10. 18.4.3 if sent by hand, when delivered (or if delivery is not during business hours, at 09.00 (local time) on the first Working Day following delivery); or
11. 18.4.4 if sent correctly addressed by prepaid first class post or recorded delivery, 2 Working Days after sending.
12. 18.5 The parties shall:
13. 18.5.1 endeavour to avoid the unnecessary:
14. 18.5.1a) printing of documents; and / or
15. 18.5.1b) incurring of GHG Emissions relating to postal delivery,
16. 18.5.2 by sending notices relating to the Agreement electronically where possible; and
17. 18.5.3 ensure that any email address provided by them under this Clause 18 is monitored regardless of any absence of an individual.
18. 18.6 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of its terms.

Rights of Third Parties

1. 19.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of its terms.

Governing law and jurisdiction

1. 20.1 The parties agree to use all reasonable endeavours to settle any disputes by discussion between them. However, either party may refer any dispute to the English courts immediately.
2. 20.2 This Agreement will be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.

Appendix 1 Definitions & interpretations

The following words have the following meanings in this Agreement:

Address Islands Transaction

means an Address Transaction performed by you using Address Islands Records.

Address Islands Record

means any address record that is identified using any of the following country code values and / or Postcode Areas (where Postcode Area means the area uniquely identified by the outward part of a postcode comprising the first alphabetic character or first two alphabetic characters (for example, SO, from SO16 0AS)):

Country	Country code value	Postcode Area(s)
Northern Ireland	N	BT
The Channel Islands (Jersey and Guernsey only)	L	JE and GY
The Isle of Man	M	IM

Address Transaction

means a single request by you via your use of the Public Sector API Service or an Address API Service for no more than 100 addresses (including any associated attributes) and the response to that request generated by your use of such Public Sector API Service or Address API Service (as applicable). Address Transactions shall not include API Features Transactions or Map Tile Transactions.

Address API Service

means the OS Places API Service.

Agreement

means these terms and conditions including the Appendices and any document referred to in it (as amended from time to time).

Analytics Data

means Data created by you which benefits from, relies on or uses Premium API Data (including, without limitation, where you create Data by modifying, re-formatting, analysing or performing searches, look ups and / or enquiries using the Premium API Data) where the Data created does not comprise Premium API Data.

 

By way of example only, Analytics Data includes:

• Data created by you using Premium API Data to provide analysis or an answer in response to a query; or
• Data created by you using Premium API Data which is capable of being linked, where applicable, to a Feature or Feature Attribution within Premium API Data,

provided that the Data created by you under either a) or b) above:

• does not copy the Premium API Data (including, with regards to Topographic Datasets: a Feature in whole; and / or a Feature Attribution in whole or in part); and
• can be used independently of the Premium API Data.

Analytics Data may not be created using Address Islands Records.

API

means an Application Programming Interface.

API Data

means, in respect of any API Service, any dataset which we own or which we license from a third party (including the Crown) and made available to you via an API Project.

API Features Transaction

means a single request by an End User via your Products and / or Services for Features relating to a single location and the response to that request generated by your Product and / or Service, being a return of no more than 100 Features which may be created using Premium API Data. API Features Transactions shall not include Address Transactions or Map Tile Transactions but shall include Transactions delivered via the OS Features API Service and / or the OS NGD API – Features API Service.

API Key

means a unique alphanumeric identifier that permits access to an API Service via an API.

API Plans

means the plans which we make available to you in the OS Data Hub (or otherwise) in respect of an API Service. Each API Plan provides access to API Data.

API Project

means the method of grouping access to the applicable API within the OS Data Hub, with a unique API Key.

API Service

means either an E&I API Plan, a Premium API Service, a Public Sector API Service or an Open API Service.

Business End User

means an End User that is licensed by you to use Products and / or Services for the purposes of its trade, business or profession.

Business Hours

means the hours between 08:30 and 17:30 (UK local time) on a Working Day.

Cached Data

means data which is downloaded and stored by Caching.

Caching

means the automatic, immediate download and temporary storage of data as an integral and essential part of a technological process.

Capture & Verification End Points

means the specific URLs (find, postcode and UPRN) we make accessible to you via the OS Places API Service for the purposes of enabling you to perform Capture & Verification Transactions.

Capture & Verification Transaction

means an Address Transaction performed by you using Premium API Data in order to capture and verify addresses.

Carbon Footprint

means the total annual GHG Emissions relating to this Agreement.

Confidential Information

means any information disclosed by one party to the other in connection with this Agreement, whether in writing, orally or electronically and whether identified as confidential or not including, but not limited to, any API Data, API Key, API Service URL, log-in, user name and password details, technical and supporting documentation, guidance and contacts and any related information.

Consumer End User

means a natural person: who is your End User and is licensed by you to use Products and / or Services for purposes other than their trade, business or profession; or that uses the Products and / or Services licensed to the End User identified in paragraph a) above and is a member of such End User's household.

 

To be clear, a Consumer End User is not permitted under this Agreement to use prints of Premium API Data for the purposes of planning applications.

Consumer Generated Content

means content generated by a Consumer End User in the course of using your Product and / or Service consisting of:

• any line, polygon, symbol or text that copies or represents, or which is used to infer the position of, any feature depicted in the API Data; and / or
• measurements and distances determined using API Data; and / or
• routes created by selecting and linking a series of co-ordinates plotted on and / or using API Data incorporated in your Product and / or Service.

Consumer Generated Content is treated as API Data, and its supply must be paid for in accordance with the provisions of this Agreement. In no circumstances may Consumer Generated Content be created using Address Islands Records.

Contractor

means any contractor engaged by you or tendering to provide goods or services to you in connection with your Products and / or Services.

Contractor Licence

means a written agreement entered into between you and a Contractor in accordance with Clause 4.3.

Coordinate

means coordinates plotted on the OS National Grid but shall not include any coordinates created using Address Islands Records.

Customer Created Analytics Data

means either: Data created by your Business End User using API Data to provide analysis or an answer in response to a query; or Data created by your Business End User using API Data which is capable of being linked, where applicable, to a Feature or Feature Attribution within API Data, provided that the Data created by your Business End User under either a) or b) above:

• does not copy the API Data (including, with regards to Topographic Datasets: a Feature in whole; and / or a Feature Attribution in whole or in part); and
• can be used independently of the API Data.

For the avoidance of doubt, API Features Transactions shall in no way be considered to be Customer Created Analytics Data. Customer Created Analytics Data may not be created using Address Islands Records.

Data

means any text, graphic, image, audio and / or visual material, software, data, database content or other multimedia content, information and material.

Data Protection Legislation

means all applicable data protection and privacy legislation in force from time to time in the UK including: the Data Protection Act 2018 (and all regulations made under it); the UK GDPR (as defined in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018); and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.

Dataset

means an individual OS product, forming part of the API Data.

Derived Data

means: in respect of Consumer End Users, Consumer Generated Content and Coordinates; and in respect of Business End Users, Free to Use Data and Customer Created Analytics Data.

Development Mode

means your use of Premium API Data within a Premium API Plan in order to develop your Products and / or Services in accordance with Clause 4.1.2a)i).

Direct Customer

means you, to the extent that you are licensed for API Data under the Framework Contract (Direct Customers).

E&I API Data

means any API Data that we license to you under the terms of the Framework Contract (Direct Contract) and the Contract (as defined therein) entered into thereunder applicable to such API Data.

E&I API Plan

means an API Plan that enables you, as a Direct Customer, to download E&I API Data (either by way of extracts or on a national coverage basis) automatically via the applicable E&I API Service, pursuant to Clause 4.1.1.

E&I API Service

means an API service developed by us that only allows access to E&I API Data.

End User

means any person or organisation (and each of its employees, agents and permitted contractors) who is licensed by you as a Partner under Clause 4.1.2a)iii) to access your Products and / or Services for the purposes of using API Data for its End User Licensed Use.

End User Licence

means a written agreement entered into between you and an End User in accordance with Clause 4.3.

End User Licensed Use

means an End User's permitted use of an API Service under this Agreement as set out in Appendix 2.

Errors and Omissions Tool

means the feedback tool we make available within the OS Data Hub.

Excluded Bodies

means: any body whose geographic remit is wholly or mainly in Northern Ireland; save where Cabinet Office and we otherwise agree, any public or private limited company (including but not limited to whether limited by shares or guarantee); any Private Registered Provider of Social Housing, which shall have the meaning ascribed thereto in section 80 of the Housing and Regeneration Act 2008; any registered social landlord within the meaning of Part 2 of the Housing (Scotland) Act 2010; and any other body as may be agreed by us and Cabinet Office from time to time.

Fair Use Limit

means the limit placed on your use of the API Services, being:

• 50 Transactions per API Project per minute where you are in Development Mode; or
• as may be agreed between you and us where you are using the Public Sector API Service: as a member of the Emergency Services (as defined in your PSGA Member Licence) to enable you to respond to Emergency Situations (as defined in your PSGA Member Licence); and / or for the purposes of Emergency Situations Licensing (under and as defined in your PSGA Member Licence); and / or upon your request, in support of your licensing of Public Sector API Data under the Mapping for Emergencies service; or
• otherwise, 600 Transactions per API Project per minute,

as may be varied by us in accordance with the Fair Use Policy.

Fair Use Policy

means the policy describing the circumstances in which we may vary the Fair Use Limit as set out in the OS Data Hub.

Feature

means any feature represented in a Topographic Dataset, including without limitation any line, polygon, symbol or text.

Feature Attribution

means the characteristics associated with a Feature (subject to the specification of the relevant Topographic Dataset).

Fees

means the non-refundable fees payable to us for your API Plans that we make available to you via the OS Data Hub.

Free to Use Data

means Data created by your Business End User:

• using a Topographic Dataset as a source to infer the position of the Data your Business End User creates; or
• which copies in part a Feature (copying in part meaning where the Data created partially coincides with a Feature in the source Topographic Dataset),

in each case provided that the Data:

• does not copy a Feature in whole, and does not copy a Feature Attribution in whole or in part;
• neither represents nor acts as a substitute for a Feature or Feature Attribution in the source Topographic Dataset; and
• can be used independently of the API Data,

and in each case only to the extent that the Data created incorporates IPR owned by us and / or which is licensed by us from the Keeper of Public Records. For information purposes only, examples of Free to Use Data are published on our Website.

GHG Emissions

means emissions of the greenhouse gases listed at Annex A of the 1998 Kyoto Protocol to the United Nations Framework Convention on Climate Change (UNFCCC), as may be amended from time to time.

GeoSearch End Points

means the specific URLs (nearest, bounding box, radius and polygon) we make accessible to you via the OS Places API Service for the purposes of enabling you to perform GeoSearch Transactions.

GeoSearch Transaction

means an Address Transaction performed by you using Premium API Data in order to search for addresses within a defined area of geography.

IPR

means copyright, patents, trade marks, design rights, database rights, trade secrets, know how, rights of confidence and all other similar rights anywhere in the world whether or not registered and including applications for registration of any of them.

Invoice Period

means a period commencing on the commencement date of this Agreement as provided for in Clause 3.1 and ending on the end of the calendar month in which such commencement date occurs and thereafter each calendar month during the term of this Agreement.

Map Tile Transaction

means your Product and / or Service's display, in response to an End User's request via your Product and / or Service, of either: 4 Vector Map Tiles; or 15 Raster Map Tiles.

 

Map Tile Transactions shall not include Address Transactions or API Features Transactions.

Open API Data

means any API Data that we license to you under the terms of the Open Government Licence.

Open API Plan

means an API Plan that enables you, as a Direct Customer or as a Partner or as a Public Body or as an End User (as applicable): to access Open API Data via an API Service pursuant to Clause 4.1.4; and / or to make Open API Data available to End Users via an API Service for their End User Licensed Use.

Open API Service

means an API service developed by us that only allows access to Open API Data.

Open Government Licence

means the licence available at https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/.

Open Identifiers

means any TOIDS, UPRNs and USRNs contained in the API Data.

Open Identifiers Policy

means the policy relating to Open Identifiers set out in the Website, as may be amended from time to time.

OS Data Hub

means the portal through which you can register for and manage your account and purchase API Plans which we make available to you via OS Data Hub (as may be amended by us from time to time).

OS Data Hub Terms

means the terms and conditions that we require you to accept in order to access the OS Data Hub, as may be amended from time to time.

Partner

means you, to the extent that you are a Solutions Provider, i.e. an individual or organisation licensed by us under this Agreement to use Premium API Data for the purpose of developing your Products and / or Services.

Partner Terms

means the Framework Contract (Partners) and any applicable Partner Contract(s) (as defined therein) entered into by you thereunder.

Premium API Data

means any API Data that we license to you that is not Open API Data and is referred to as such in the support documentation relating to the API Services which is made available on the OS Data Hub (as may be amended from time to time).

Premium API Service

means an API service developed by us that allows access to either Premium API Data or Open API Data.

Premium API Plan

means an API Plan that enables you, as a Partner, to: make Premium API Data available to End Users by way of Premium API Transactions via a Premium API Service (other than the Premium Download API Service) for their End User Licensed Use; or download Premium API Data (either by way of extracts or on a national coverage basis) automatically via the Premium Download API Service for your licensed use under the applicable Partner Terms.

Premium API Transaction

means any Map Tile Transaction or API Features Transaction made via a Premium API Service.

Products and / or Services

means online applications and services, including desktop applications and mobile applications, within which you are permitted to sub-license API Data in accordance with this Agreement.

PSGA Contractor Licence

has the meaning ascribed thereto in the PSGA Member Licence.

PSGA Member Licence

means a member licence entered into between us and a Public Body pursuant to the Public Sector Geospatial Agreement dated 1 April 2020 entered into between us and the Minister for the Cabinet Office as part of the Crown, acting through an expert committee of the Cabinet Office, the Geospatial Commission.

Public Body

means: a body which falls within the definition of ‘contracting authority’ in Regulation 2(1) of the Public Contracts Regulations 2015 or Regulation 2(1) of the Public Contracts (Scotland) Regulations 2015, excluding any Infrastructure Body; and / or a Council constituted pursuant to section 2 of the Local Government etc. (Scotland) Act 1994; and / or any other entity as may be agreed by us and Cabinet Office from time to time as being a public body, as published on our Website, in each case excluding the Excluded Bodies.

Public Sector API Data

means any API Data that we license to you under the terms of your PSGA Member Licence.

Public Sector API Plan

Means an API Plan that enables you, as a Public Body, to perform Public Sector API Transactions created using Public Sector API Data via a Public Sector API Service or to download Public Sector API Data (either by way of extracts or on a national coverage basis) automatically via the applicable Public Sector API Service, in each case pursuant to Clause 4.1.3.

Public Sector API Service

means an API service developed by us that allows access to Public Sector API Data.

Public Sector API Transaction

means any Address Transaction, Map Tile Transaction or API Features Transaction made via a Public Sector API Service.

Raster Map Tile

means 1 raster map tile, equal to 256 pixels by 256 pixels created using Premium API Data.

Service Level Documentation

means the document (as amended from time to time) available via the OS Data Hub and / or the Website which sets out the service levels for our websites and APIs.

Technical Specification Documentation

means the documents (as amended from time to time) available via the OS Data Hub and / or the Website which describe the API Services.

TOID

means a Topographic Identifier, a 16 digit number that uniquely identifies every Feature.

Topographic Dataset

means any of the following API Data:

• 1:25 000 Scale Colour Raster
• 1:50 000 Scale Colour Raster
• OS MasterMap® Highways
• OS MasterMap® Topography Layer
• OS MasterMap® GreenSpace
• OS Detailed Path Network
• OS NGD Buildings: Building Features
• OS NGD Water: Water Features
• OS NGD Water: Water Network
• OS NGD Land: Land Features
• OS NGD Land Use: Land Use Features
• OS NGD Structures: Structure Features
• OS NGD Transport: RAMI
• OS NGD Transport: Transport Features
• OS NGD Transport: Transport Network

excluding any IPR in such API Data which we license from a third party.

Transaction

means an Address Transaction, a Map Tile Transaction or an API Features Transaction.

Trial Mode

means your evaluation of the OS Places API Service under Clause 4.1.2a)ii) in accordance with the applicable terms presented to you in the OS Data Hub for such purposes.

Trial Period

means, for each applicable API Service, a period commencing on the date you first access the Trial Mode for such API Service and ending 60 days thereafter or, if sooner, the date upon which the number of Transactions accessed by you during such Trial Mode equals 2,000. To be clear, you may only have one Trial Period per API Service.

UPRN

means a Unique Property Reference Number, a unique identifier for every addressable location in Great Britain.

USRN

means a Unique Street Reference Number, an 8 digit unique identifier for every street in Great Britain.

Vector Map Tile

means 1 vector map tile, equal to 512 pixels by 512 pixels crated using Premium API Data.

View

means the act of viewing a Premium API Transaction, and Viewed and Viewing are to be construed accordingly.

Website

means the website https://www.os.uk or such other website as we determine from time to time.

Working Day

means any day other than a Saturday, a Sunday, any public holiday in England or any day falling during the period between Christmas Day and New Year's Day

In this Agreement, unless the context otherwise requires:

• words in the singular include the plural and vice versa;
• references to:
  • a Clause or a Schedule or Appendix are to a Clause of or a Schedule or Appendix to these terms and conditions; and
  • a statute or statutory provision include any amendment, extension or re-enactment of such statute or provision.

Appendix 2 End User Licensed Use – Premium API Service

End User Licensed Use

The End User Licensed Use of the Premium API Service applicable to your End User is:

1. 1.1 in respect of Premium API Plans (other than in respect of those Premium API Plans that are available via any Address API Services), and subject to paragraph 2 below:
2. 1.1a) a non-exclusive, non-transferable licence to View Premium API Data in your Products and / or Services for the duration of the Premium API Transaction;
3. 1.1b) where you are using the Premium API Service in Development Mode, a non-exclusive, non-transferable licence to use the Premium API Data in your Products and / or Services for trial and testing purposes only for a maximum period of three months; and
4. 1.1c) a perpetual licence to create and use Consumer Generated Content and / or Coordinates (in the case of Consumer End Users) and Free to Use Data and / or Customer Created Analytics Data (in the case of Business End Users); and
5. 1.2 in respect of Premium API Plans available via any Address API Services, and subject to paragraph 2 below:
6. 1.2a) a non-exclusive, non-transferable licence to View in your Products and / or Services:
7. 1.2a)i) Premium API Data accessed via GeoSearch End Points for the duration of the GeoSearch Transaction; and
8. 1.2a)ii) Address Islands Records for the duration of the Address Islands Transaction.
9. 1.2b) where you are using the Address API Service in Development Mode, a non-exclusive, non-transferable licence to use the Premium API Data in your Products and / or Services for trial and testing purposes only for a period of three months; and
10. 1.2c) a perpetual licence to create and use Consumer Generated Content and / or Coordinates (in the case of Consumer End Users) and Customer Created Analytics Data (in the case of Business End Users); and
11. 1.2d) a perpetual licence to use within your Products and / or Services: Capture & Verification Transactions accessed via Capture & Verification End Points;
12. 1.3 provided that, for the avoidance of doubt, nothing in this Agreement shall grant any perpetual rights in respect of any Address Islands Record; and
13. 1.4 in respect of Open API Plans within the Premium API Service, the licensed use as set out in the Open Government Licence.

Conditions of use in respect of Premium API Data

Your use of Premium API Data in the Premium API Service is subject to the following conditions:-

1. 2.1 You shall use reasonable endeavours to ensure End Users are unable to store Cached Data for more than 24 hours after the end of any Premium API Transaction.
2. 2.2 You may not digitise features or symbols from any of our Datasets.
3. 2.3 You may permit your Business End Users to create Free to Use Data and Customer Created Analytics Data and to hold such data on a perpetual basis, but only for the purposes of their End User Licensed Use.
4. 2.4 Your Business End Users are in all cases entitled to benefit from the Open Identifiers Policy, enabling them to extract Open Identifiers from the API Data that you make available to them, and use such Open Identifiers, in accordance with the Open Identifiers Policy.
5. 2.5 You may permit your Consumer End Users to create Consumer Generated Content and / or Coordinates and to hold such data on a perpetual basis, but only for the purposes of their End User Licensed Use.
6. 2.6 You may store Derived Data on behalf of your End Users (to the extent your End Users are entitled to create such Derived Data pursuant to their End User Licensed Use) provided such data can only be accessed by you and / or the End User that created such Derived Data.
7. 2.7 You shall ensure that your End Users are unable to download, store or extract the Premium API Data except to the extent otherwise provided for in this Agreement.
8. 2.8 You shall ensure that your End Users are unable to print the Premium API Data other than (except in relation to Address Islands Records) printing for their personal non-commercial use or to the extent otherwise provided for in this Agreement. To be clear, the use of prints for the purposes of planning permission applications is not permitted unless your End User is also party to an OS licence that does permit such use.
9. 2.9 You may not, and you shall ensure that your End Users do not, make any Address Islands Records available via the internet.