Request Form for OS OnDemand Developer Partner Licence 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 including any Schedules form the agreement between you (you or the Licensee) 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: [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 the client software you will be using to access the service, 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] 5a Development URL (Accessing WMTS via API only - automatic access via localhost and file://): [insert details] 5b 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 6 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] Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 1 of 9 7 Agent for Service in the UK (not required if you are based in the UK): Name: [insert details] Address: [insert details] Postcode: [insert details] 8 Contact/Notice Details: Name: [insert details] Email Address: [insert details] Postal Address: [insert details] Telephone Number: [insert details] Once you have completed every section of this form, please email it back to your account manager. If you have any queries regarding the completion of the form, please call 0345 375 7535. For OS use; valid date: (This is not the date of commencement date) Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 2 of 9 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, UK, SO16 0AS (OS, we, us, our) and the person or organisation whose details are shown in the Request Form (Licensee, you, your). Background: A OS is Britain’s mapping agency. B The Licensee is an existing Developer Partner of OS and has entered into a Developer Licence with OS. C OS provides services through which the Licensee is able to access OS Data displayed in a Raster Format either (i) via a web-based managed feed using Web Map Service (WMS) technology (OS OnDemand WMS) and (ii) subject to being licensed for Great Britain coverage of the relevant OS Data, via a proprietary API using Web Map Tile Service (WMTS) technology (OS OnDemand WMTS1) (together, OS OnDemand). In addition to API access, where you add our API into your web applications html code, WMTS now supports access for WMTS OGC Tile requests and XYZ Style Tile Requests. D 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. E The Licensee has agreed to participate in a developer programme to evaluate OS OnDemand. 1 Definitions & interpretations 1 Agreement means these terms and conditions including the schedules and the Request Form. API means application programming interface. API Key means a unique alphanumeric API key permitting access to the OS OnDemand Datasets via the OS API. Change in Law means a change in legislation, regulations, governmental or administrative practice or a decision by any competent court. Client Referrer URL means a URL for the purpose of evaluating the WMTS internally via a GIS or web based client only. Commencement Date means the date of our formal written acceptance of your Request Form pursuant to Clause 2.1. Data means any text, graphic, audio and/or visual material, software, application, data, database content or other multimedia content, information and material. Day means a period of 24 hours beginning at 00:00 hours on any day. Developer Contract means a Developer Contract entered into between the licensee and OS for OS Data to the extent that such OS Data includes any OS On Demand Dataset and to the extent such licence is in force during the term. Developer Licence means a Developer Licence entered into between the Licensee and OS for OS Data to the extent that such OS Data includes any OS OnDemand Dataset and to the extent such licence is in force during the Term. Development URL means a URL for the purpose of evaluating the WMTS internally, such as a local host. Initial Term means a period of 12 months from the Commencement Date. Map Transaction means the display of a Raster Format image depicting mapping created from the OS OnDemand Datasets in response to the Licensee’s request. Open Government Licence means the terms set out at http://www.nationalarchives.gov.uk/doc/open-governmentlicence/version/3/ OS OnDemand WMTS has been built to OGC standards and we are awaiting certification. Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 3 of 9 OS API means the mapping data API created by OS to allow you to access OS OnDemand Datasets via OS OnDemand WMTS, (which consists of the object and source code form of (i) our proprietary API software and (ii) open source software); OS Data means Data including the OS OnDemand Datasets, which we own or which we license from a third party (including the Crown). OS OnDemand Dataset means a set of OS Data (including OS OpenData) products made available as a Raster Format view through OS OnDemand. OS OpenData means the datasets identified on our website (http://www.os.uk/business-andgovernment/products/opendata-products-grid.html) which are owned by or licensed to OS and are licensed under the Open Government Licence. Programme has the meaning specified in Background paragraph D. Raster Format means the representation of mapping composed of individual pixels (the smallest discernible element of such mapping) where the information stored within each pixel corresponds to the colour of that pixel only and such information is not referenced to the information within any other pixel. Request Form means the OS OnDemand Developer Partner Licence request form to which this Agreement is annexed. Term means the Initial Term and any extended term of this Agreement as set out in Clause 3.2. In this Agreement, unless the context otherwise requires: 2 a) words in the singular include the plural and vice versa; b) references to: a) a Clause are to a Clause of these terms and conditions; and b) a statute or statutory provision include any amendment, extension or re-enactment of such statute or provision. Agreement You agree to be bound by the terms and conditions of this Agreement by submitting a signed Request Form. A contract is formed when we provide written acceptance. This Agreement is supplemental to the terms of the Developer Licence or Developer Contract between you and OS. In the event of any conflict or ambiguity between the Developer Licence or Developer Contract and this Agreement, the terms of the Developer Licence or Developer Contract shall prevail. In consideration of the mutual promises set out in this Agreement, including your agreement to provide feedback as set out in Clause 6.2, we agree to supply and you agree to use the OS OnDemand service, including (if indicated by your provision of a Development URL on the Request Form and our provision to you of an API Key) the OS OnDemand WMTS, for the Term upon the terms of this Agreement. 3 Term and Renewal of this Contract Commencement Date: The date on which we accept your Request Form in writing. Initial Term: From the Commencement Date for a period of 1 year. Renewal Period: 1 year. This Agreement will automatically renew on the expiry of the Initial Term (or the then current Renewal Period) and continue for a further Renewal Period unless either party terminates this Contract with effect from the expiry of the Initial Term or any Renewal Period by serving at least 30 days’ prior written notice on the other. 4 Ownership All rights not expressly granted are reserved to OS and its licensors (including the Crown). We warrant that we are able to grant the licences included in this Agreement. Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 4 of 9 5 Use of OS OnDemand Subject to this Clause 5, 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 evaluating and testing OS OnDemand in conjunction with your own products and/or services and demonstrating (as defined in Clause 4.2 of the Developer Licence) OS OnDemand to third parties in conjunction with your own products and/or services. You may use either the OS API or a third party API to access OS OnDemand. If we have provided you with an API Key: a) we hereby grant you a non-exclusive, non-transferable, royalty free and fully revocable licence to install, run and use the OS API in conjunction with OS OnDemand WMTS; and b) we hereby grant you a licence to use the OS API 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 latter shall take precedence. 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 the Developer Licence or Developer Contract. For the avoidance of doubt, you cannot use any OS Data licensed under any other contracts under the Framework Contract (Partners) with this Agreement. The rights in this Agreement to use OS OnDemand and the OS API are granted subject to your continued compliance with the provisions of your Developer Licence or Developer Contract, including but not limited to the obligations and restrictions contained in Clause 5 of the Developer Licence which shall apply to OS Data provided pursuant to this Agreement. You have no rights to use OS OnDemand and/or the OS API except as specifically set out in this Agreement. Without limitation, you are not licensed to do any of the following: a) access or use OS OnDemand, the OS API and/or OS Data for any activity not set out at Clause 5.1 above; b) allow any third party to access OS OnDemand, the OS API or OS Data other than a contractor directly involved in your business subject to procuring that any such contractor is bound to observe the restrictions on the use of OS OnDemand and the OS API set out in this Agreement and the confidentiality requirements of Clause 11; c) decompile (as defined by the Copyright, Designs and Patents Act 1988 section 50B), or attempt to decompile, any software or computer programs contained within OS OnDemand. The interoperability or interface information necessary to create an independent program which can be operated with the above software or computer programs is available from us upon request; d) use OS OnDemand, the API Key or OS Data to recreate any of our products, any part of such products or any similar products otherwise than in accordance with the relevant Developer Licence or Developer Contract; or e) commercially exploit, sell, license or distribute OS OnDemand, the API Key, the OS API or OS Data or any products or services incorporating OS OnDemand, the API Key, the OS API or OS Data; or f) access more than 50,000 Map Transactions in any 1 Day via OS OnDemand WMS. 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 Developer Licence or Developer Contract, and is not intended to fulfil Our obligations in respect of OS Data under the Developer Licence. 6 Further Obligations You will take appropriate technological and security measures to ensure that access to OS OnDemand, the API Key, the OS API and OS Data through your OS OnDemand account is physically and electronically secure from unauthorised use or access. You agree to participate in the feedback process which shall include the completion and submission of the online feedback form available on our website at www.os.uk/osondemand within 3 months of the Commencement Date, and shall also include participation in feedback meetings, as reasonably required by us, from time to time. 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. Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 5 of 9 7 Licence fees There is no licence fee or other form of charge payable by you for the supply of OS OnDemand, the OS Data or the API Key for the Term and for the purpose of this Agreement. We may terminate or suspend the OS OnDemand service or the API Key (at our discretion) if you fail to promptly pay in full all fees and charges due under your Developer Licence or Developer Contract or any other agreement between you and OS. 8 Auditing You shall provide evidence of compliance with any of your obligations under this Agreement if we so request. You will maintain accurate and complete records of your use of OS OnDemand, including the number of terminals accessing OS OnDemand and Login records. We or our representatives have the right on reasonable notice during business hours to enter your premises and to inspect and audit your books of account and all supporting documentation to ensure your compliance with the Agreement and to take copies of any necessary records. You shall, at your expense, make appropriate employees and facilities available to provide us with all reasonable assistance to enable such inspection, auditing and copying to take place. You will comply with any reasonable measures stipulated by us as a result of any audit. 9 Termination If you use OS Data or OS OnDemand outside the terms of this Agreement or the Developer Licence or Developer Contract, we reserve the right to suspend or deactivate your use of OS OnDemand without notice. Either party may terminate this Agreement on giving 30 days written notice to the other party. Either party may terminate this Agreement immediately upon giving the other written notice in the event that: a) the other party is in material breach of any of the terms of this Agreement (including any failure to pay any part of the Fee) and such breach is incapable of being remedied or, being remediable, is not remedied within 30 days from the date of a written request to do so; b) the other party commits persistent breaches of this Agreement; c) the other party ceases to carry on business (and in our case, has not previously transferred and does not transfer the Agreement in accordance with Clause 12.2); d) the other party discloses Confidential Information of the first party or authorises use of the first party’s Intellectual Property Rights outside the scope of this Agreement; e) we lose the right to administer Crown copyright and/or Crown database right in respect of OS Data; or f) your Developer Licence or Developer Contract is terminated for any reason. We may terminate this Agreement with immediate effect by giving you written notice if you: a) are unable to pay your debts within the meaning of Section 123 of the Insolvency Act 1986; b) have a receiver, administrative receiver, administrator or similar officer appointed over all or any part of your assets or undertaking; c) make an assignment for the benefit of, or a composition with, your creditors generally or another arrangement of similar import; d) 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 reconstruction; e) undergo any process similar to the matters referred to in Clauses 9.4(a) to 9.4 (d) (inclusive) in any jurisdiction other than the UK; f) 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. Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 6 of 9 We may terminate the Agreement by giving you 90 days’ notice if there is any Change in Law which shall in our opinion adversely affect our right to receive payment of all or any of the Fee or other remuneration by whatever means payable to us, or our ability to supply OS OnDemand Datasets or OS OnDemand or our ability to conduct our business. Termination or expiry of this Agreement will not affect either party’s accrued rights and remedies. Notwithstanding the termination or expiry of this Agreement, those Clauses intended to survive termination or expiry, including (without limitation) Clauses 1, 10 and 11 shall continue in full force and effect. 10 Liabilities You acknowledge that OS OnDemand, the OS API, the API Key and OS Data and any accompanying materials and documentation have been provided solely for the purpose of development, evaluation and test purposes and that it is your responsibility to ensure that they are suitable for your intended purposes and 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, the OS API, the API Key and OS Data, including without limitation that they will meet your needs or be compatible with your software or systems. Nothing in this Agreement shall exclude or limit the liability of either party for: a) death or personal injury to the extent it results from negligence, or that of either parties’ employees or agents; or b) fraud. Nothing in this Agreement shall operate to limit the liability of either of us for any infringement of intellectual property rights. Subject to Clauses 10.2 and 10.3, 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: 11 a) any special, indirect or consequential losses or damages; or b) 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; c) Subject to Clauses 10.2, 10.3 and 10.4, our total aggregate liability to you under this Agreement shall be limited to the amount paid by you in accordance with the terms of this Agreement. Confidentiality Both you and we agree: a) to use Confidential Information of the other only for the purposes of discussions between us relating to our business relationship, and for performing obligations and exercising rights under this Agreement; b) to keep all Confidential Information secure, and to disclose it only to those employees, consultants, directors and professional advisors who need to know such Confidential Information and who are subject to at least the same obligations of confidentiality as those set out in this Clause 11; c) to notify the other without delay of any unauthorised use, copying or disclosure of the other’s Confidential Information of which it becomes aware, and provide all reasonable assistance to the other to stop such unauthorised use, copying or disclosure; and d) except as required by law or by governmental or regulatory requirements (which, for the avoidance of doubt, shall include any requirements for disclosure under the Freedom of Information Act 2000 or the Environmental Information Regulations 2004), not to disclose Confidential Information to any third parties unless expressly permitted under this Agreement or with the other’s prior written consent. The obligations in this Clause 11 do not apply to any information which is in the public domain (other than through the breach of any obligation of confidentiality) or which a party can demonstrate was previously known to it (unless acquired directly from the other party or in breach of any obligation of confidentiality) or was independently developed by it without the use of any Confidential Information. Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 7 of 9 12 Assignment, subcontracting and sublicensing Subject to clause 12.2 below, neither party may assign, subcontract or sublicense their rights and obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. We are 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 another entity, to the entity to which our activities or functions have been transferred. You expressly agree to the assumption of our obligations under this Agreement by that entity and, if required, shall enter into an agreement to this effect. 13 Variations We reserve the right to change any part of this Agreement, including the availability of the OS OnDemand Datasets, on 90 days’ notice, unless such change is required by law or our third party suppliers (including any third party hosting provider) on less than 90 days’ notice, in which case we shall give you such notice as is reasonably practicable in the circumstances. 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; 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 Waiver The waiver on a particular occasion by either party of rights under the Agreement does not imply that other rights will be waived. No delay in exercising any right under the Agreement shall constitute a waiver of such right. 15 Entire Agreement This Agreement and any documents referred to in it constitute the whole Agreement and understanding between the parties concerning its subject matter. 16 Notices 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 Where you are based outside the United Kingdom, you shall appoint an agent in the United Kingdom for service of all documents in connection with any court proceedings. 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. This Agreement will be governed by English law and both parties submit to the exclusive jurisdiction of the English courts. 18 Contracts (Rights of Third Parties) Act 1999 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of the Agreement. Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 8 of 9 Schedule 1 OS OnDemand Datasets Product WMS WMTS1 OS MasterMap® Topography Layer (raster format image) Y OS MasterMap® Integrated Transport Network™ Layer Road Networks theme** Y OS MasterMap® Integrated Transport Network™ Layer Road Routing Information theme** Y OS MasterMap® Integrated Transport Network™ Layer Urban Paths theme** Y OS MasterMap® Imagery Layer Y OS MasterMap® Sites Layer Y OS VectorMap® Local Y OS VectorMap® Local Colour Raster Y OS VectorMap® Local Black and White Raster Y OS VectorMap® Local Backdrop Colour Raster Y 1:25 000 Scale Colour Raster Y Y 1:50 000 Scale Colour Raster y Y Land-Form Profile® Contours2 Y Land-Form Profile® DTM2 Y GB Overview+* Y Y GB Overview* Y Y Y 1 OS OnDemand WMTS has been built to OGC standards and we are awaiting certification 2 Note that Land-Form PROFILE has been withdrawn from the Developer Licence and Developer Contract. However if you were licensed to use LandForm PROFILE under the Developer Licence or Developer Contract before the product was withdrawn, you may continue to access Land-Form PROFILE via the OnDemand Service until 30 September 2014. * These do not form part of the OS product portfolio but are used to provide context at very small scales. No licensing restrictions apply. ** This product is a raster format image Request Form for OS OnDemand Developer Partner Licence v1.0 April 2015 Page 9 of 9