Request Form for OS OnDemand
Trial Services Agreement
NOTE: If you do not hold a licence for any of our products and wish to evaluate OS OnDemand, please contact us for further
information. If you are a systems supplier and/or an existing OS Developer / Licensed Partner DO NOT complete this form.
Please contact us for more information.
By completing and submitting this Request Form, you agree to the terms and conditions set out below. The Request Form and
these terms and conditions form the agreement between you and OS (the Agreement). Please complete every section of this
form by tabbing from field to field.
1
Your Details
Name of company/organisation or person (Licensee, you,
your, yourself):
[insert details]
Account number (if applicable):
[insert details]
Company registration number (if applicable):
[insert details]
Principal place of business or registered office address:
[insert details]
OS OnDemand contact name:
[insert details]
Contact telephone number:
[insert details]
Contact email address:
[insert details]
2
Service Type
OS OnDemand Service you wish to evaluate:
3
Choose an item.
Client Software
Please provide details of your client software, including the version number:
[insert details]
4
Authentication method (WMS only):
☐
HTTP(S) Basic (preferred option. We will provide a password)
☐
IP address details (only to be used where no support is available within your client software for http basic:
[insert details]
5
Applicable sector (select from dropdown):
Choose an item.
6a
Development URL (Accessing WMTS via API only - automatic access via localhost and file://):
[insert details]
6b
OS OnDemand WMTS
OS OnDemand WMTS has been built to OGC standards and we are awaiting certification. If you would like to evaluate
the service using GIS please contact us by email: businessenquiries@os.uk or call 0345 375 7535.
7
Please provide details of your device (WMTS +
SDK only):
☐ Apple App (iOS)
☐ Android App
 App ID (required): [insert App ID]
 Apple Store/Android ID (optional): [insert ID]
 Description of Development:
[insert description]
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8
How did you hear about OS OnDemand?
9
Hard media opt-out:
Choose an item.
If you are entitled to receive OS Data (as defined in clause 3.1 in the terms and conditions below) in hard media under the terms
of your OS Data Licence (as defined in clause 4.2 below), you can choose NOT to receive such hard media in relation to any or
all of the OS OnDemand datasets by listing such datasets in this box. Please read clause 4.7 of the terms and conditions below
before completing this box. If you DO complete this box, it will constitute a waiver of any right to receive a supply of the
relevant data on hard media under your OS Data Licence, and you agree that OS shall not be in breach of the OS Data Licence
or have any liability under it where such breach or liability has only arisen as a result of OS not supplying data on hard media. If,
at any time, you wish to change this decision, please notify your account manager or businessenquiries@os.uk in writing.
[insert details]
10
Agent for Service in the UK (Not required if you are based in the UK):
Name: [insert details]
Address: [insert details]
[insert details]
11
Contact/Notice Details:
Name: [insert details]
Address: [insert details]
Email: [insert details]
Telephone Number: [insert details]
Once you have completed every section of this form, please email it back to your account manager or
businessenquiries@os.uk. If you have any queries regarding the completion of the form, please call 0345 375 7535.
For OS use; valid date:
(For the avoidance of doubt, the valid date is not the date of commencement)
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This Agreement is made between Ordnance Survey Limited, a company registered in England and Wales (company registration
number 09121572) whose registered address is at Explorer House, Adanac Drive, SOUTHAMPTON, SO16 0AS, UK (OS, we, us,
our) and the person or organisation whose details are shown in the Request Form (Licensee, you, your, yourself).
Background:
A
OS is Britain’s mapping agency.
B
OS has developed a new service through which its customers, such as the Licensee, can access OS Data (as defined
below) electronically using Web Map Service (WMS) technology (OS OnDemand).
C
The Licensee is an existing customer of OS and user of OS Data. The Licensee has agreed to participate in a
programme (the Programme) to evaluate OS OnDemand for a defined period.
D
The Request Form and these terms and conditions form the agreement between you and us (Agreement) and set
out the terms and conditions upon which the parties have agreed to participate in the Programme.
E
You may also elect to receive and we may also agree to permit you to use a proprietary application programming
interface created by OS (OS OnDemand WMTS 1) in conjunction with a unique alphanumeric identifier (API Key2)
assigned to you and provided in writing by us to you and in such circumstances additional terms shall apply to your
use of the OS OnDemand WMTS as set out in this Agreement. You may also elect to access OS Data electronically
using a URL for the purpose of evaluating the WMTS internally via a GIS or web based client only (the Client Referrer
URL) or a URL for the purpose of evaluating the WMTS internally, such as a local host (the Developer URL).
F
You may also elect to use one of the mapping data software development kits created and made available by OS
(OpenSpace SDK) and licensed under open source licence terms which are located at the following url:
https://github.com/OrdnanceSurvey
1
Agreement
1.1
By completing and submitting the Request Form you agree to be bound by these terms and conditions. Formal
written notification of acceptance from OS constitutes acceptance of the Request Form. The Request Form and
these terms and conditions form the Agreement.
1.2
In consideration of the sum of £1.00 payable by you to us, receipt of which is acknowledged, and the mutual
promises made by each of us to the other which are set out in this Agreement, we have agreed to supply and you
have agreed to accept the OS OnDemand service and, if applicable (as indicated by the provision of a URL by you on
the Request Form and our provision to you of an API Key) the OS OnDemand WMTS and the API Key for the Term
(as defined in Clause 2.1 below).
2
Duration
2.1
This Agreement shall commence upon acceptance of the Request Form by OS expressly giving formal written notice
of acceptance and unless otherwise agreed in writing between the parties shall, subject to Clause 4 and Clause 8,
continue for a term of 2 months (the Term).
3
Ownership
3.1
All rights not expressly granted are reserved to OS and its licensors (including the Crown).
4
Scope of the Agreement
4.1
Subject to this Clause 4 we hereby grant you a non-exclusive, non-transferable, royalty free and fully revocable
licence to access and use OS OnDemand for the Term for the purposes of accessing OS Data (the OS OnDemand
Licence). In the event that we have provided you with an API Key:
1
2
4.1.1
we hereby grant you a non-exclusive, non-transferable, royalty free and fully revocable licence to install,
run and use the API Key in conjunction with the OS OnDemand WMTS; and
4.1.2
we hereby grant you a licence to use the OS OnDemand WMTS in accordance with the relevant licence
terms set out on our website. In the event of conflict between the provisions in this Agreement and the
terms set out at such url, the terms set out at such url shall take precedence in respect of your use of the
OS OnDemand WMTS.
OS OnDemand WMTS has been built to OGC standards and we are awaiting certification.
In addition to API access, where you add our API into your web applications html code, WMTS now supports access for a) WMTS OGC Tile requests and
b) XYZ Style Tile Requests.
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4.2
You shall not be entitled to access and/or use any OS Data which you are not otherwise entitled to access and use
pursuant to the terms of a separate licence between us and you (an OS Data Licence). The OS OnDemand,
OS OnDemand WMTS and API Key are granted to you subject to the condition that you comply and continue to
comply with the provisions of your OS Data Licence.
4.3
Upon termination or expiry of your OS Data Licence, you shall immediately cease to use OS OnDemand,
OS OnDemand WMTS and API Key to access and use OS Data.
4.4
You have no rights in the use of OS OnDemand, OS OnDemand WMTS and API Key, except as specifically set out in
this Agreement. Without limitation, you are not licensed to do any of the following:
4.4.1
access or use OS OnDemand or the API Key for any activity other than for internal use within your
business;
4.4.2
allow any third party other than a contractor directly involved in your business to access OS OnDemand,
OS OnDemand WMTS and API Key and provided that you procure that any such contractor is bound to
observe the restrictions on the use of OS OnDemand, OS OnDemand WMTS and API Key set out in this
Agreement and the confidentiality requirements in Clause 10;
4.4.3
demonstrate any of your products and/or services using OS OnDemand, OS OnDemand WMTS and API
Key to any customer or potential customer other than with our express prior written consent and provided
that you procure that where any such customer or potential customer is likely to receive any Confidential
Information (as defined in Clause 10), it is bound to observe the confidentiality requirements in Clause 10;
4.4.4
use OS OnDemand, OS OnDemand WMTS and API Key to recreate any of our products, any part of such
products or any similar products otherwise than in accordance with the relevant OS Data Licence; or
4.4.5
commercially exploit, sell, license or distribute OS OnDemand, OS OnDemand WMTS and API Key or any
products or services incorporating OS OnDemand, OS OnDemand WMTS and API Key.
4.5
The OS OnDemand, OS OnDemand WMTS and API Key shall terminate automatically on the termination of this
Agreement for any reason.
4.6
OS may, at its absolute discretion, terminate the OS OnDemand and/or the API Key at any time with or without
notice.
4.7
OS OnDemand datasets are available in a raster format view only. Your use of OS OnDemand is not intended to be
your primary means of access to OS Data under your OS Data Licence (as defined in clause 4.2 above), and is not
intended to fulfil our obligations in respect of OS Data under the applicable OS Data Licence.
5
Obligations
5.1
You will take appropriate technological and security measures to ensure that access to OS OnDemand,
OS OnDemand WMTS and API Key through your OS OnDemand account is physically and electronically secure from
unauthorised use or access.
5.2
You will not under any circumstances 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 trademarks or domain names.
5.3
You agree that the individual named on any contact sheet submitted by you to us, or such other individual as we may
agree from time to time, shall be the point of contact in relation to the feedback process which shall include the
completion and submission of online surveys sent to you within two (2) months of receipt of OS OnDemand and shall
also include participation in feedback meetings with us, as reasonably required by us, from time to time.
5.4
We warrant that we are able to grant the licences included in this Agreement.
6
Licence fees
6.1
With the exception of the amount payable under Clause 1.1, there is no licence fee or other form of charge payable
by you for the supply of OS OnDemand, OS OnDemand WMTS and API Key for the Term and for the purpose of this
Agreement.
6.2
Pursuant to Clause 4.6 above, the OS OnDemand and/or the API Key may be terminated or suspended by us (at our
discretion) if you fail to promptly pay in full all fees and charges payable by you in accordance with your OS Data
Licence(s).
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7
Auditing
7.1
Throughout the Term of this Agreement you will maintain accurate and up-to-date records of all staff and
contractors within your organisation who have access to OS OnDemand, OS OnDemand WMTS and API Key,
including without limitation, confirmation that they are aware of the provision of Clauses 4 and 10 of this Agreement,
and details of all machines on which OS OnDemand, OS OnDemand WMTS and API Key has been accessed.
7.2
We will have the right once every 2 months during the Term to require an examination of the records referred to in
Clause 7.1. On receipt of our request, you will instruct your auditors to conduct such examination within a reasonable
period and report to us. We will pay for our representatives and, subject to the presentation by you of relevant
invoices (which we, acting reasonably, deem to be sufficient) any charges payable to your auditors; you will, at your
expense, make appropriate employees available to provide reasonable assistance in order to clarify any issues raised
by your auditors.
8
Termination
8.1
This Agreement shall terminate automatically and without the requirement for prior notice on the expiry of the
Term.
8.2
Prior to expiry of the Term we may terminate this Agreement on giving 7 days written notice to you.
8.3
Prior to expiry of the Term either party may terminate this Agreement immediately on giving written notice to the
other party in the event that the other party is in breach of the terms of this Agreement and:
8.3.1
such breach is incapable of being remedied; or
8.3.2
the breach being remediable, the other party fails to remedy the breach within 14 days from the date of a
written request to do so.
8.4
We may terminate this Agreement immediately on giving written notice to you in the event that you are subject to
any insolvency or bankruptcy proceedings or go into liquidation, administration or receivership or cease to do
business or become unable to pay your debts as they fall due within the meaning of Section 123 of the Insolvency Act
1986.
8.5
Termination or expiry of this Agreement will not affect either party’s accrued rights and remedies.
8.6
From the date of termination or expiry of this Agreement, you and all third party contractors to which you have
granted access to OS OnDemand, OS OnDemand WMTS and API Key will immediately cease use of OS OnDemand.
8.7
Clauses 5, 7.2, 9 and 10 will survive the expiry or termination of this Agreement.
9
Liability
9.1
You acknowledge that OS OnDemand, OS OnDemand WMTS and API Key and any accompanying documentation
including, without limitation, any technical user guide has been provided solely for the purpose of development,
evaluation and test purposes and that it is your responsibility to ensure that OS OnDemand, OS OnDemand WMTS
and API Key is suitable for your intended purposes and/or use with your software or systems. We exclude to the
fullest extent permissible by law all warranties, representations, conditions or terms which may be implied in relation
to OS OnDemand or the API Key, including without limitation as to the fitness of OS OnDemand, OS OnDemand
WMTS and API Key in meeting your needs or its compatibility with your software or systems.
9.2
Neither party excludes or limits liability under this Agreement for:
9.3
9.4
9.2.1
fraud, personal injury or death caused by our or your negligence and that of our or your employees and
authorised subcontractors and agents; or
9.2.2
any other liability that cannot be excluded or limited by law.
Subject to Clauses 9.2 and 9.4, in no event shall either of us be liable to the other in contract, tort (including
negligence and breach of statutory duty) or otherwise for:
9.3.1
any special, indirect or consequential losses or damages; or
9.3.2
direct or indirect loss of profit, loss of business, loss of contracts, loss of data, loss of revenues or loss of
anticipated savings or for any increased costs or expenses.
Nothing in this Agreement shall operate to limit the liability of either of us for any infringement of intellectual
property rights.
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9.5
Subject to Clauses 9.2, 9.3 and 9.4, each party’s total aggregate liability to the other under this Agreement shall not
exceed £4,000.
10
Confidentiality
10.1
In this Agreement ‘Confidential Information’ shall mean 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 OS OnDemand url, log-in, user name and password details, technical and
supporting documentation, guidance and contacts, the OS OnDemand WMTS, the API Key and any related
information.
10.2
Each of us shall take all necessary precautions to ensure that:
10.3
10.2.1
all Confidential Information is kept secure and confidential and disclosed to staff, professional advisers and
contractors on a need-to-know basis only; and
10.2.2
appropriate measures and systems are in place to protect the unauthorised disclosure of the Confidential
Information.
Nothing in this Agreement shall prevent the disclosure by either party of Confidential Information which:
10.3.1
was previously known to it without obligation of confidence;
10.3.2
was independently developed by or for it;
10.3.3
was acquired by it from a third party which is not, to its knowledge, under an obligation of confidence with
respect to such information;
10.3.4
is or becomes publicly available through no breach of this Agreement; or
10.3.5
it is required to disclose by order of a court of competent jurisdiction or by a government body or agency.
10.4
You agree that nothing in this Agreement shall prevent us from using any information relating to your participation
in the Programme in case studies and/or publicity and/or promotional material, provided that we obtain your consent
which you shall not unreasonably withhold or delay.
10.5
On termination of this Agreement for any reason, you will promptly destroy or (at our option) return all copies of our
Confidential Information in your possession, custody or control and shall procure that your contractors do the same.
11
Events beyond anyone’s control
11.1
Neither of us will be responsible to the other 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. The affected
party will notify the other of any such circumstances as soon as possible. We will allow each other a reasonable
extension of time to carry out our and your duties in these circumstances.
12
Changing the parties to the Agreement
12.1
You shall not be entitled to assign, transfer or novate rights and obligations under this Agreement without our prior
written consent. We will not unreasonably withhold or delay such consent.
12.2
We shall be entitled to 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.
13
Variation
13.1
We reserve the right to change any part of this Agreement, including the availability of the OS OnDemand Datasets,
on 30 days’ notice, unless such change is required by law or our third party suppliers (including any third party hosting
provider) on less than 30 days’ notice, in which case we shall give you such notice as is reasonably practicable in the
circumstances.
13.2
If you do not find any changes made in accordance with Clause 13.1 above acceptable, you may terminate this
Agreement by giving us:
a)
a minimum of 30 days’ notice in writing; or
b)
where such change is required by law or by our third party suppliers (including any hosting services
provider) and we give you less than 30 days’ notice of such change, a shorter period of notice in writing;
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provided that in each of (a) and (b) such notice is to expire on the same date as our notice to you under Clause 13.1.
14
Partnership, Joint Venture and Agency Excluded
14.1
Nothing in this Agreement or any circumstances associated with it or its performance gives rise to any relationship of
agency, partnership or employer and employee between you and us.
15
Entire Agreement
15.1
Except in the case of fraudulent representation, this Agreement (including the OS Data Licence(s)) sets out the entire
agreement between you and us and supersedes all previous agreements, representations, warranties and
arrangements of any nature, whether in writing or oral, relating to the subject matter of this Agreement.
16
Notices
16.1
All notices which each of us are required to give to each other under this Agreement shall be in writing and shall be
sent to the relevant party’s address as given at the start of this Agreement or in the Request Form (as applicable).
17
Governing law and jurisdiction
17.1
This Agreement will be governed by and construed in accordance with English law and we both agree to submit to
the exclusive jurisdiction of the English courts except that we reserve the right to issue proceedings and enforce
judgment in relation to the breach of any of the terms of this Agreement by you in any jurisdiction we see fit and you
hereby submit to such jurisdiction.
17.2
If any part of this Agreement is held by the courts to be invalid, unenforceable or illegal, we both agree that the
remainder of this Agreement shall stand.
17.3
Where you are based outside the United Kingdom, you shall appoint an agent for service in England and Wales to
receive service of all documents and notices under this Agreement, including without limitation those in connection
with any court proceedings. You shall notify us in writing of the details relating to such agent.
18
Rights of Third Parties
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 term of this Agreement.
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