End User Licence Agreement
Agreed between Open Systems Lab and the End User
Open Systems Lab Ltd (“OSL”) provides access to the Plan✕ Platform (“Platform”) to you on the terms of this end user licence agreement (the “EULA”). You should read this EULA carefully before using the Platform. This EULA constitutes a legal and enforceable contract between you and OSL (each a “party” and together the “parties”). By using the Platform you agree to this EULA. If you do not agree to this EULA, you should immediately make no further use of the Platform.
1.1 The following definitions apply to this EULA:
“End users” or “you” means anyone who uses the information published via the Platform whether accessed through a council website, via planx.uk, or via a third party application using Plan✕’s API. This may include prospective planning permission applicants, their agents or interested members of the public.
“Intellectual Property Rights” means all copyright and related rights, patents, rights to inventions, utility models, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection.
“Licence” means the licence granted under clause 3.1.
“Platform” means the online service owned (or licensed to) and operated by OSL, known as ‘Plan✕’, including any OSL Databases, and used by third parties and their customers for the purpose of providing automated planning advice to applicants and assisting applicants to assess and submit prospective planning applications, as well as any updates to it and any new versions which are made generally available by OSL from time to time.
“Third Party Content” shall mean any content of a third party (including relevant councils) which is made accessible on the Platform.
“Your Content” means any content or data which you submit through your use of the Platform.
1.2 A “person” includes a natural person, corporate or unincorporated body.
1.3 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular and references to one gender are references to the other genders.
1.4 The words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them.
1.5 A reference to “writing” or “written” excludes email unless you receive a response from OSL confirming that any email communication has been successfully received.
2. Your use of the Platform
2.1 Your access to the Platform shall be limited to you.
2.2 You shall keep your password confidential. OSL shall not be liable for any losses or damage suffered by you due to the disclosure of any passwords.
2.3 You warrant that any information or content that you provide through your use of the Platform is accurate and true to the best of your knowledge, and you agree that such information may be used publicly by planning officers, planning committees to facilitate their decision or be made available as part of the public planning record.
3. Licence of the Platform
3.1 OSL hereby grants you a licence to use the Platform in accordance with the terms of this EULA.
3.2 The Licence is revocable, non-exclusive, non-transferable and non-sublicensable.
3.3 The Licence is granted to you only. You shall not share the Platform with any third party.
3.4 You shall not use the Platform to build a product or service which competes with OSL or the Platform.
3.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and shall notify OSL promptly of any such unauthorised access or use.
3.6 OSL may modify, suspend or discontinue any part of the Platform or otherwise make any changes it considers desirable to the Platform.
4. Proprietary Rights
4.1 OSL or its licensors own all Intellectual Property Rights in the Platform. Other than as expressly set out in this EULA, OSL does not grant you any Intellectual Property Rights in respect of the Platform or any other materials unless expressly provided in this EULA.
4.2 You may not copy, decompile, reverse engineer, modify or otherwise deal in any way with the Platform. You may not remove any proprietary notices attached to the Platform.
5. All Content
5.1 The Platform enables the display of Your Content and Third Party Content (“User Content”) without review or moderation. OSL is therefore a host of User Content which is accessed or processed by your use of the Platform and OSL is in no way involved with, or liable for, the information contained in any User Content. OSL does not:
5.1.1 initiate the transmission of User Content;
5.1.2 select the receiver of any transmitted User Content; or
5.1.3 select, review or modify the information contained in any User Content (other than technical manipulations which take place in the course of the transmission of the User Content and which do not alter the integrity of the information contained in the User Content).
5.2 OSL will not be liable for any loss of Your Content. You are encouraged to keep your own back-up copy of Your Content. OSL will retain a copy of Your Content for 10 years.
5.3 Any Intellectual Property Rights in the User Content shall remain with its owners or licensors.
5.4 OSL may conduct analysis for its own benefit on any User Content not designated as ‘Confidential’ on the Platform. Where any User Content may contain personal data, OSL shall only undertake such further processing in accordance with applicable data protection laws. OSL shall own all Intellectual Property Rights in the product of such analysis.
5.5 You will indemnify, defend and hold harmless OSL, from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against OSL arising out of or related in any way to either Party's use of User Content in accordance with this EULA.
6.1 OSL are not responsible or liable for the accuracy, relevance and completeness of the information, advice or Third Party Content published via the Platform.
6.2 The Platform and any Third Party Content, information or advice provided by councils through the platform is provided on an “as is” basis and should not be relied upon by the End User as legal advice. For more specific advice, the End User should contact the relevant council or legal advisor.
6.3 This clause sets out OSL's entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
6.3.1 arising under or in connection with this EULA;
6.3.2 in respect of any use made by you of the Platform;
6.3.3 any Third Party Content; and
6.3.4 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this EULA.
6.4 Except as expressly and specifically provided in this EULA you assume sole responsibility for your use of the Platform, for the results of, or conclusions drawn from, such use and for any Third Party Content.
6.5 OSL disclaims all warranties and conditions express or implied, including, but not limited to, implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Platform, its use and the results of such use. OSL specifically disclaims any warranty:
6.5.1 that the Platform and its availability shall be uninterrupted or error-free;
6.5.2 that defects shall be corrected;
6.5.3 that there are no viruses or other harmful components;
6.5.4 that the security methods employed shall be sufficient; or 6.5.5 regarding correctness, accuracy, or reliability.
6.6 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from this EULA to the fullest extent permitted by law.
6.7 Nothing in this EULA excludes the liability of OSL:
6.7.1 for death or personal injury caused by OSL’s negligence;
6.7.2 for fraud or fraudulent misrepresentation; or
6.7.3 any statutory liability not capable of limitation.
6.8 Subject to clause 6.7, OSL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this EULA.
6.9 Subject to clause 6.7, OSL’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this EULA shall be limited to £10
7.1 In this clause, “Confidential Information” means any information that is clearly labelled or identified as confidential or ought reasonably be treated as being confidential. Confidential Information includes the OSL and any Third Party Content (other than anonymised or aggregated derivatives of Third Party Content created pursuant to clause 5.3). Confidential Information excludes any information which:
7.1.1 is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;
7.1.2 was in the receiving Party’s lawful possession before the disclosure;
7.1.3 is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
7.1.4 is independently developed by the receiving Party and that independent development can be shown by written evidence; or
7.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
7.2 Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party unless that third party is subject to an equivalent duty of confidentiality. Neither Party shall use the other’s Confidential Information for any purpose other than the implementation of this EULA.
7.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of this EULA.
7.4 This clause 7 shall survive termination of this EULA for a period of 5 years.
8. Data Protection
OSL may terminate this EULA at any time if we reasonably suspect that you have breached any term of this EULA. You may terminate this EULA on reasonable written notice to OSL.
A waiver of any right under this EULA is only effective if it is in writing.
If any provision (or part of a provision) of this EULA is found to be invalid, unenforceable or illegal, the other provisions (or parts of any provisions) shall remain in force.
12. Entire Agreement
This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.
You shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA, without the prior written consent of OSL
14. Third Party Rights
This EULA does not confer any rights on any person or party (other than the parties to this EULA and (where applicable) their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
15. Governing Law and Jurisdiction
This EULA shall be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English Courts