This Agreement sets out the terms on which Ordnance Survey Limited (company registration number 09121572) (we, us, our, OS) makes the API Service available to its customers, including you, the person or entity entering into this Agreement (you and your). You and we are each a party and together the parties.
1 Definitions & interpretations
1.1 Schedule 2 provides for the definition and interpretation of words used in this Agreement.
2.1 You must submit an order form to us using the following link https://www.ordnancesurvey.co.uk/forms/os-maps-api-signup. We will email you with your registration details and an API Key to access the API Service only when we have accepted your order form. By submitting an order form, you shall be deemed to have accepted this Agreement.
2.2 In any conflict on inconsistency between Schedule 1 and the rest of this Agreement, Schedule 1 will take precedence.
3 Term of this Agreement and access to Pricing Plans
3.1 This Agreement will commence on the Start Date and shall remain in force for the duration of the Licensing Period or until its termination or expiry.
3.2 You may only have 1 Pricing Plan in force at any time.
3.3 Any unused Transactions at the end of the Licencing Period shall be cancelled with immediate effect.
4 Grant of licence
4.1 Subject to the terms of this Agreement, we grant to you a non-exclusive, non-sub-licensable, non-transferrable, revocable licence to access and use the API Service to make OS Data available to the following (in each case subject to the applicable Free Use Limit or Transaction Limit):
4.1.1 for Partner Plans, External Users as part of your products and/or services and for their licensed use under your OS Partner Contract;
4.1.2 for GB Customer Plans, Internal Users for your licensed use under your OS Data Contract or your OS Public Sectors Members Licence (as the case may be);
4.1.3 for Trial Plans, Internal Users for your Trial Use; and
4.1.4 4.1.4 for Data Exploration Plans, Internal Users for your Data Exploration Use.
4.2 Except to the extent you are otherwise permitted under Clause 4.1, you may not:
4.2.1 pass or allow access to the API Service or any OS Data to any third party; or
4.2.2 access all or any part of the API Service to build a product or service which competes with the API Service (or any part of it); or
4.2.3 commercially exploit, sell, license or distribute the API Service or any products or services incorporating the results retrieved using the API Service.
4.3 We (or, where applicable, our licensors including the Crown) own the IPR in the API Service and any and all OS Data. All rights not expressly granted are reserved to us and our licensors (including the Crown).
4.4 Rights under this Agreement are granted to you only and not to any of your subsidiary or holding companies.
5 Your Obligations
5.1 Access to Pricing Plans
5.1.1 Before making OS Data available to a Permitted User under any Pricing Plan (other than any Trial Plan or Data Exploration Plan), you must enter into the OS Licence applicable to such Permitted User’s intended use of such Pricing Plan. The terms of any applicable OS Licence are hereby incorporated and take precedence over the terms of this Agreement in respect of any applicable OS Data.
5.2 Security, compliance with laws, etc.
5.2.1 Unless caused by us breaching this Agreement, you are liable for any breach of this Agreement and any applicable OS Licence by your Internal Users and are responsible for anything done by you or your Internal Users in relation to the API Service. We are not responsible for any unauthorised access to or use of your account. If you become aware that an Internal User is in breach of any obligation under this Agreement, you will immediately notify us and terminate such Internal User’s access to the API Service.
5.2.2 You will use technological and security measures to ensure that your Internal Users’ access to the API Service is secure from unauthorised use or access.
5.2.3 You shall, and shall (where applicable) ensure that your Internal Users shall:
a) comply with all laws, rules, and regulations applicable to your use of the API Service, including those specified in the Documentation and in this Agreement;
b) not access, store, distribute or transmit any viruses or any material during the course of your use of the API Service that is unlawful or detrimental to our reputation;
c) not allow the API Service to carry, or to be associated with, any advertising that, in our reasonable opinion, may be illegal, deceptive, misleading, unethical or otherwise inappropriate;
d) not use the API Service in any way that threatens the integrity, performance or reliability of the API Service including performance or stress testing, or in any manner that works around any technical limitations in the API Service;
e) provide us with all necessary co-operation in relation to this Agreement and all necessary access to information relating to this Agreement as we may require;
f) 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
g) 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,
and we may, without liability to you, disable your access to the API Service if you or (as applicable) your Internal Users breach any provision of this Clause 5.5.3.
5.2.4 You may not (nor permit others to) register for multiple accounts solely to benefit from multiple free Pricing Plans.
5.3 Third Party Terms
5.3.1 You and each of your Permitted Users shall be subject to any third party terms set out in the Schedule. Where there is any conflict between such third party terms and the terms of this Agreement, the third party terms shall take precedence.
5.4 Intellectual property rights
5.4.1 Subject to the terms of any applicable OS Licence, you must acknowledge copyright and database right ownership in a conspicuous position in all copies of OS Data (including any products and/or services) in compliance with the OS style guide which is available via the following link http://www.ordnancesurvey.co.uk/docs/support/ordnance-survey-style-guide-for-third-parties.pdf.
5.4.2 You will:
a) 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;
b) not tamper with or remove any of our (or any of our licensors’) copyright, trade marks, trade mark symbols or other proprietary notices contained in the OS Data, any API Service or the Documentation; and
c) 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.
6.1 Fees for Pricing Plans (other than Trial Plans or Data Exploration Plans) will be invoiced by us within 45 days following the start of each of its Licensing Periods. You shall pay such Fees within 30 days of the invoice date. You may also be required to pay data royalties under the applicable OS Licence.
6.2 We may change the Fees payable for any Pricing Plan at any time by notice.
6.3 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.
7 Service Levels and Maintenance
7.1 We shall endeavour to:
7.1.1 provide at least 99.9% uptime service availability level for the API Service (other than when the API Service is unavailable due to Planned Maintenance, Emergency Maintenance or faults attributable to any third party, including hosting suppliers);
7.1.2 give you at least 5 Business Days’ notice of all Planned Maintenance and upgrades where downtime of the API Service is expected;
7.1.3 carry out Planned Maintenance either between 23:00 and 03:00 (UK local time) on Business Days or between 08:00 and 12:00 (UK local time) on Sundays; and
7.1.4 provide the API Service substantially in accordance with the applicable Documentation.
7.2 We shall provide error corrections, updates and upgrades as they become available and provide technical support during Business Days between 08:30 and 17:30 (UK local time) via our Customer Service Centre.
7.3 Whenever reasonably possible we shall give you at least 24 hours’ notice of any Emergency Maintenance.
8.1 We may audit your Usage Data to verify the name and password of each of your Internal Users. Such audits shall:
8.1.1 not take place more than once per quarter;
8.1.2 be at our expense; and
8.1.3 be performed with reasonable prior notice,
and we shall endeavour not to substantially interfere with the normal conduct of your business.
8.2 If the audit referred to above reveals that any password has been provided to any individual who is not an Internal User then, without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual.
9 Suspension, termination, expiry and cancellation
9.1 We may immediately suspend your access to or use of the API Service (in whole or part) if we suspect that you (or your Permitted Users) are in breach of this Agreement or if you (or your Permitted Users) exhaust any Transaction Limit or Free Use Limit available under any applicable Pricing Plan.
9.2 Either party may terminate this Agreement with immediate effect by giving the other party notice in writing if the other party:
9.2.1 is 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;
9.2.2 is in persistent breach; or
9.2.3 ceases to carry on business (and, in our case, has not previously transferred and does not transfer this Agreement in accordance with Clause 14.2).
9.3 Either party may terminate this Agreement by giving not less than 90 days’ notice.
9.4 This Agreement shall expire automatically without notice on expiry of the Licensing Period.
9.5 We may immediately cancel your access to any Pricing Plan if any applicable OS Licence expires or terminates.
9.6 Termination or expiry of this Agreement will not affect either party’s accrued rights and remedies.
9.7 Except to the extent you are otherwise permitted by any applicable OS Licence, from the date of termination or expiry of this Agreement for any reason or, where applicable, cancellation of a Pricing Plan you will (and you will ensure that all Permitted Users will):
9.7.1 immediately cease access to or use of all affected Pricing Plans, the API Service and/or OS Data; and
9.7.2 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 Pricing Plan or the API Service.
9.8 Clauses 3, 6, 9, 10, 11 and 16 will survive the expiry or termination of this Agreement.
10 Warranties and Liability
10.1 You warrant that, to the extent required under this Agreement, you have and will continue to have throughout the term of this Agreement a valid OS Licence.
10.2 All warranties, conditions and other terms implied by statute or common law regarding the API Service and any OS Data are, to the fullest extent permitted by law, excluded from this Agreement and you acknowledge that the API Services are provided ‘as is’ and ‘as available’ without warranty of any kind. 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 Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
10.3 Neither party excludes or limits liability under this Agreement for:
10.3.1 any breach of IPR;
10.3.2 personal injury or death caused by our or your negligence and that of our or your employees, authorised subcontractors and agents; or
10.3.3 fraud or any other liability that cannot be lawfully excluded or limited.
10.4 Subject to Clause 10.3:
10.4.1 our total liability in contract, tort (including negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the amount you have paid us under this Agreement for the Pricing Plan which gave rise to the claim during the preceding 12 months; and
10.4.2 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:
a) any special, indirect or consequential losses or damages; or
b) any 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.
11 Confidentiality and privacy
11.1 The parties shall take all necessary precautions to ensure that:
11.1.1 all Confidential Information is kept secure and confidential and disclosed to staff, professional advisers and contractors on a need-to-know basis only; and
11.1.2 appropriate measures and systems are in place to protect the unauthorised disclosure of Confidential Information.
11.2 Nothing in this Agreement shall prevent either you or us (the disclosing party) disclosing the other party’s Confidential Information which:
11.2.1 was previously known to the disclosing party without obligation of confidence;
11.2.2 was independently developed by or for the disclosing party;
11.2.3 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;
11.2.4 is or becomes publicly available through no breach of this Agreement; or
11.2.5 the disclosing party is required to disclose by order of a court of competent jurisdiction or by a government body or agency.
11.3 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 and you shall procure that your Internal Users do the same.
12 Events outside our control
12.1 We shall not be responsible for any delay or failure in carrying out obligations under this Agreement if the delay or failure is caused by circumstances beyond our reasonable control.
13 Changing the parties to the Agreement
13.1 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.
13.2 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.
14.1 Unless otherwise specified in this Agreement, we may modify this Agreement at any time on 30 days’ written notice. If you continue to use the 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 terminate this Agreement by giving us written notice.
14.2 Additionally, changes to this Agreement may take effect if agreed in writing by both you and us.
15 Entire Agreement
15.1 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.
15.2 The waiving (which must be in writing) on a particular occasion by either of us of any rights under this Agreement does not imply that other rights are waived.
16.1 We may provide any notice to you under this Agreement by sending a message to the email address then associated with your account, or by personal delivery, pre-paid first-class post or recorded delivery post to your address notified to us.
16.2 Except where otherwise specified, in order to give us notice under this Agreement, you must contact us by personal delivery, pre-paid first-class post or recorded delivery post to OS, Customer Services, Explorer House, Adanac Drive, SOUTHAMPTON, SO16 0AS (or any other address we notify you of for such purposes from time to time).
16.3 Notices we provide by email will be effective when we send the email. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not during business hours, at 09.00 (UK local time) on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received 2 Business Days after sending. It is your responsibility to keep your email address current. Unless we receive a delivery failure notification for reasons other than your email address no longer being valid, you will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
17 Governing law and jurisdiction
17.1 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.
18 Rights of Third Parties
18.1 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.
Schedule 1 OS Maps – API terms
1.1 The following words have the following meanings in this Schedule:
API Service means the OS Maps – API service.
Map Tile means 1 map tile, equal to 256 pixels by 256 pixels.
Transaction means the display, in response to a request made via the API Service by an Internal User or External User (as applicable), of up to 15 Map Tiles created using OS Data.
2 API Service details
2.1 Data Exploration Plan Licensing Period: 12 months.
2.2 Trial Plan Licensing Period: 2 months.
2.3 GB Customer Plan Licensing Period: 12 months.
2.4 Partner Plan Licensing Period: 12 months.
2.5 OS Data
2.5.1 The OS Data applicable to each Pricing Plan under this Schedule is listed beside such Pricing Plan in Table 1 or Table 2 (as applicable).
2.6 Pricing Plans, Free Use Limits and Transaction Limits
2.6.1 The Pricing Plans, together with (in respect of each such Pricing Plan) the applicable Free Use Limits and/or Transaction Limits, available under the API Service are as set out in Table 1 below.
Table 1 – Pricing Plans
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Schedule 2 Definitions & interpretations
1.1 The following words have the following meanings in this Agreement:
Agreement means these terms and conditions (as amended from time to time) including the Schedules.
API means an Application Programming Interface.
API Key means a unique alphanumeric identifier that permits access to the API Service via an API.
API Service means the OS Maps – AP service as described more fully in Schedule 1. The API Service has Pricing Plans available under it as set out in Schedule 1.
Business 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.
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 OS Data, API Service url, log-in, user name and password details, technical and supporting documentation, guidance and contacts, Usage Data and any related information.
Data Exploration Licence means the licence available at http://www.ordnancesurvey.co.uk/business-and-government/licensing/licences/data-exploration.html.
Data Exploration Plan means a Pricing Plan pursuant to which you make the OS Data listed in the applicable Schedule available to Internal Users via the API Service for your Data Exploration Use, subject to the applicable Free Use Limit set out in Schedule 1.
Data Exploration Use means the use of OS Data by Internal Users via the API Service for your licensed use under the Data Exploration Licence (provided that any requirement in such licence for you to be a member of the Geovation Hub shall not apply).
Documentation means the documents (as amended from time to time) on our website which describe the API Service.
Emergency Maintenance means any emergency maintenance of the infrastructure of the API Service which results in it being unavailable.
External User means a person or organisation that is licensed to use the API Service as part of your products and/or services and each of their employees, agents and permitted contractors who are authorised to use the API Service as part of your product and/or service.
External User Organisation means an External User (other than any permitted contractors) that is an organisation.
Fees means the non-refundable fees notified by us as being payable for your Pricing Plan.
Free Use Limit means, in respect of each applicable Pricing Plan, the number of Transactions for which no Fees are payable, as set out and described in Schedule 1.
GB Customer Plan means a Pricing Plan pursuant to which:
a) you make OS Data licensed to you under an OS Public Sector Members Licence available to Internal Users via the API Service for your licensed use under such OS Public Sector Members Licence: or
b) you make OS Data licensed to you under an OS Data Contract available to Internal Users via the API Service for your licensed use under such OS Data Contract,
in each case subject to the applicable Transaction Limit set out in Schedule 1.
Internal User means you and each of your employees, agents and permitted contractors who you authorise to use the API Service on your behalf solely for the internal administration and operation of your business.
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.
Licensing Period means the period commencing on the Start Date and expiring on the earlier of:
a) a Data Contract for OS Data entered into by you under the Framework Contract (Direct Customers) with an area of coverage equal to the whole of Great Britain; or
b) the date you exhaust the Transaction Limit or Free Use Limit available under your Pricing Plan.
Open Government Licence means the licence available at http://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/.
OS Data means any dataset which we own (or is licensed to us by the Controller of Her Majesty’s Stationery Office) or which we license from a third party, and which is listed as OS Data in the applicable Schedule.
OS Data Contract means either:
a) a Data Contract for OS Data entered into by you under the Framework Contract (Direct Customers) with an area of coverage equal to the whole of Great Britain; or
b) where the OS Data is an OS OpenData dataset, the Open Government Licence.
OS Data Contract means, as applicable, an OS Data Contract, an OS Partner Contract or an OS Public Sector Members Licence.
OS Partner Contract means either:
a) where the OS Data made available via your products and/or services is not an OS OpenData dataset (Premium OS Data), any of the following Partner Contracts entered into by you under the Framework Contract (Partners):
i) the Consumer Solutions Contract;
ii) the Business Solutions – Online Viewing Contract; or
iii) the Printed Products Contract; and
b) where the OS Data made available via your products and/or services is an OS OpenData dataset, the Open Government Licence.
In respect of a) above, you shall ensure that the Licensed Data under (and as defined) in the relevant Partner Contract referred to in a) above includes all Premium OS Data available via your products and/or services, as applicable.
OS Public Sector Members Licence means either a Members Licence entered into by you under either the Public Sector Mapping Agreement or the One Scotland Mapping Agreement or, where the OS Data is an OS OpenData dataset, the Open Government Licence.
Partner Plan means a Pricing Plan pursuant to which you make OS Data licensed to you under an OS Partner Contract available to External Users via the API Service for their licensed use pursuant to such OS Partner Contract, subject to the applicable Transaction Limit set out in Schedule 1.
Permitted User means each Internal User or External User to whom you are authorised to make the API Service available in accordance with Clause 4.1.
Planned Maintenance means any pre-planned maintenance of the infrastructure of the API Service which results in it being unavailable.
Pricing Plans means the pricing plans which we make available to you in respect of the API Service as set out in Schedule 1, which includes details of the available Licensing Periods and any relevant Free Use Limits or Transaction Limits.
Start Date means the date upon which we send to you your registration details and API Key in accordance with Clause 2.1.
Transaction has the meaning given to it in the Schedule. Your Permitted Users shall only make Transactions for the geographic area licensed to you or your External Users under the applicable OS Licence.
Transaction Limit means, in respect of each applicable Pricing Plan, the number of Transactions available under such Pricing Plan, as set out in the service details for the API Service in the Schedule.
Trial Plan means a Pricing Plan pursuant to which you make the OS Data listed in the Schedule available to Internal Users via the API Service for your Trial Use, subject to the applicable Free Use Limit set out in Schedule 1.
Trial Use means the use of OS Data by Internal Users via the API Service to assess its suitability internally within your organisation.
Usage Data means any information and/or data associated with or collected from an Internal User which is received, stored, or processed by us in connection with the use of the API Service and includes: aggregate information; usage and traffic data; IP addresses; transactional, account or user names; passwords; registration information; email addresses; mailing addresses; phone numbers; and any other forms of personally identifiable information.
a) in respect of Trial Plans, Trial Use;
b) in respect of Data Exploration Plans, Data Exploration Use;
c) in respect of GB Customer Plans, your licensed use of OS Data via the API Service as set out in the applicable OS Data Contract or OS Public Sector Members Licence (as the case may be); and
d) in respect of Partner Plans, your External Users’ licensed use of OS Data via the API Service as set out in the applicable OS Partner Contract.
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 words in the singular include the plural and vice versa;
1.2.2 references to:
a) a Clause or a Schedule are to a Clause of or Schedule to these terms and conditions; and
b) a statute or statutory provision include any amendment, extension or re-enactment of such statute or provision.