Can I create an online Contractor or End User Licence?
Yes, agreement members can do this.
Please note that, in doing so, you must ensure that all of the relevant member licence obligations (the terms and conditions) are maintained in your version of the Licence.
Additionally, for some circumstances (such as with the Contractor Licence) you will need to have a system to register and capture the recipient’s contractual acceptance of the terms and conditions, including the timeframe, the data provided and for what purpose. These records should also be retained in accordance with your normal business practice for contracts.
What information does the contractor licence contain?
It details your rights and obligations as a contractor in relation to the data (see particularly Clauses 3, 4 and 5).
An obligation on you to acknowledgements copyright/database rights (Clause 4.1.4). Other terms and conditions which you need to adhere to throughout the term of the licence.
As a contractor what are my obligations under this licence?
Your obligations are detailed in the licence, and include obligations:
- to use the data only for the PSMA member’s (and not your) ‘Licensed Use’, the terms of which shall be
- provided by the member to you prior to or at the same time as you receive the data;
- not to sub-license, distribute, sell or make available the Licensed Data to any party other than the
- member (save as provided under Clauses 3.3.2, 5.3 and 5.4);
- to destroy or return the data (and any output generated) upon termination/expiry of the licence
- (including on completion of the work); the data (and any output) must not be retained;
- to ensure the data is not used for commercial purposes or financial gain;
- to notify the member or Ordnance Survey as soon as you suspect any unauthorised use.
But you should always read the entire licence for completeness.
Why can I not use the data for commercial purposes and/or my own financial gain?
Under the contractor licence, you are being licensed to undertake work on behalf of a PSMA member and for that purpose alone. You are not allowed to use the data in any other circumstance – by doing so would mean that you would be liable for breach of those terms.
Why does the licence not limit my liability?
The licence aims to clearly set out the responsibilities of the PSMA members and you as their contractors.
- No limit on liability has been defined because we are not able to determine what activity may be carried out with the data, so we cannot determine the level of liability that would apply in the case that the terms of the licence were broken.
Members are responsible if they breach their PSMA member licence, and contractors are in turn also responsible for any of their breaches of the contractor licence.
So will I be liable for any amount?
Yes, but you will only be liable if you break the terms of the licence (that is, using the data for anything other than for the purpose it was provided to you, or outside the terms of the contractor licence).
Can I sublicense the data to one of my own contractors?
No. However, you may supply the data in a digital form to another contractor which has entered into a contractor licence with the same PSMA member for the same data, provided that
- the works which each of you is undertaking for the PSMA member are related,
- you do not receive any payment for the supply, and
- you obtain written confirmation that the other contractor is licensed by the PSMA member for the data
- and that the works are related (see Clause 5.3). (In addition, you may provide paper copies of the data to
- third parties provided you comply with Clause 5.4.)
Do we have to retain all the liability clauses as they are stated in the Standard Form Contractor Licence?
No. Members are permitted to engage Contractors provided that the Member enters into a Contractor Licence containing a number of required provisions, as set out in clause 2.6.1 of the Member Licence. If Members use the Standard Form Contractor Licence, they will automatically be deemed to have complied with clause 2.6.1 (and 2.6.2). However, Members can instead elect either to draft their own bespoke
Contractor Licence, or to amend the template Standard Form Contractor Licence, provided that the requirements of clause 2.6.1 of the Member Licence continue to be met.
A number of Members have asked whether they are permitted to delete or vary clause 11.3 from the Standard Form Contractor Licence. Since this clause is not required by clause 2.6.1 of the Member Licence, Members are entitled to delete or vary it. However, Members should note that clause 11.3 indemnifies the Member (rather than Ordnance Survey) against losses resulting from the Contractor's breach or use of the
Licensed Data, and so Members should carefully consider the increased risk to them of deleting or amending clause 11.3.
The contractor licence I have received is not the PSMA Standard Form Contractor Licence. Is the version I have been sent valid?
PSMA members are permitted to create their own contractor licence and need to include certain clauses contained in the Standard Form Contractor Licence. The member might also add additional appendices or annexes to specify the products being supplied and detail the works being contracted.