End User Licence Agreement

Version 2.0 / Last updated July 2021

The following is an agreement between Open Systems Lab (“OSL” or “Us”) and “You” the End User

Open Systems Lab (”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 the terms of this Agreement. If you do not agree to this Agreement, you should immediately make no further use of the Platform.

0. Definitions

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 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 2.

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 digital planning services, 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.

A “person” includes a natural person, corporate or unincorporated body.

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.

he words “include” and “including” (or similar) shall be deemed to have the words “without limitation” after them

A reference to “writing” or “written” excludes email, unless you receive a response from OSL confirming that any email communication has been successfully received.

1. Your use of the platform

1.1         The Platform does not currently require you to create or use a password. However, at times you may be provided with a secure link allowing you to access services and recover data that you have previously entered. You shall keep any such links confidential. OSL shall not be liable for any losses or damage suffered by you due to the disclosure (whether accidental or deliberate) of secure links by you including the disclosure of data to others through the use of a shared device.

1.2        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 may be used by the relevant planning authority for the purposes set out in their Privacy Notice, which is usually displayed on the service.

1.3        Your use of the Platform shall not violate any applicable law, regulation or any terms of use applicable to the use of Third Party Content.

2. Licence of the platform

2.1        OSL hereby grants you a licence to use the Platform in accordance with the terms of this EULA.

2.2    The Licence is revocable, non-exclusive, non-transferable and non-sublicensable.

2.3        The Licence is granted to you only. Any other person  with whom you may choose to share content via the Platform (such as a partner, agent or client) shall use the platform independently.

2.4        You shall not use the Platform to build a product or service which competes with OSL or the Platform. This does not affect your rights to use or copy software or parts of the software that may be published elsewhere by OSL under a different licence.

2.5    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.

2.6    OSL may modify, suspend or discontinue any part of the Platform or otherwise make any changes it considers necessary to the Platform.

3. Intellectual property & copyright

3.1           OSL, its licensors and customers 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. This does not affect your rights to use or copy software or parts of the software that may be published elsewhere by OSL under a different licence.

3.2        Third party content including text and images published via the platform (also referred to as ‘flows’ or ‘service content’) are the Intellectual Property of the publisher (usually the planning authority). The licence under which these are published (usually Open Government Licence) is visible in the page footer at the bottom of the screen.

3.3         Ordnance Survey Maps and address data are the property of Ordnance Survey and are used under the terms of the Public Sector Geospatial Agreement (PSGA). You may not copy, distribute or modify these maps or data except where such use is permitted by Ordnance Survey under another licence.

3.4        You may not copy, decompile, reverse engineer, modify or otherwise deal in any way with the Platform software, except those parts of the software that have been clearly published elsewhere under a licence that allows this (for example an open source licence). You may not remove any proprietary or licence notices attached to the Platform or Third Party Content.

4. Your content

4.1        The Platform enables the display and transmission of Your Content (“User Content”) and Service Content (”Third Party 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:

4.1.1        initiate the transmission of User Content
4.1.2       select the receiver of any transmitted User Content; or
4.1.3       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).

4.2         OSL will not be liable for any loss of Your Content. You are encouraged to keep your own back-up copy of Your Content. In the case of Content that may contain personal data, OSL will retain a copy of Your Content only for only the period of time specified by their Customer. In all other cases OSL will retain a copy of Your Content only for as long as necessary for the purpose of analysis and reporting.

4.3        Any Intellectual Property Rights in the User Content shall remain with its owners or licensors. By uploading that User Content to the Platform you grant to OSL and its Customers an irrevocable, non-exclusive licence to copy, transmit and use that Content for the purpose of providing planning services. (For more information about how Planning Authorities will use your Content you should refer to their Privacy Notice).

4.4        OSL may conduct analysis on any User Content not designated as ‘Confidential’ ‘Sensitive’ or ‘Personal’ on the Platform for the purpose of improving the Platform or providing insights to planning authorities and/or the public about how planning services are used. OSL shall own all Intellectual Property Rights in the product of such analysis. 

4.5        Where any User Content may contain personal data (within the meaning set out by Data Protection Regulations), OSL shall act only as a processor of such data. OSL will process this data in accordance with the instructions of the Controller (the relevant planning authority) and applicable data protection laws. OSL will not share your personal data with any other third party except a contractor bound by these same terms, nor will we use it for any other purpose of our own.

4.6        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.

5. Liability

5.1         OSL are not responsible or liable for the accuracy, relevance and completeness of the information, data, guidance, advice or Third Party Content published via the Platform.

5.2         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:

5.2.1    arising under or in connection with this EULA;
5.2.2   in respect of any use made by you of the Platform;
5.2.3   any Third Party Content; and
5.2.4   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.

5.3         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:

5.3.1 that the Platform and its availability shall be uninterrupted or error-free;
5.3.2 that defects shall be corrected;
5.3.3 that there are no viruses or other harmful components;
5.3.4 that the security methods employed shall be sufficient; or
5.3.5 regarding correctness, accuracy, useability or reliability.

5.4           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.

5.5        Nothing in this EULA excludes the liability of OSL:

5.5.1 for death or personal injury caused by OSL’s negligence;
5.5.2 for fraud or fraudulent misrepresentation; or
5.5.3 any statutory liability not capable of limitation.

5.6 Subject to clause 5.5, 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.

5.7 Subject to clause 5.5, 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 £1000.

6. Confidentiality

6.1        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 excludes any information which:

6.1.1    is or becomes publicly known other than through a breach of this EULA or other obligation of confidentiality;
6.1.2    was in the receiving Party’s lawful possession before the disclosure;
6.1.3    is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
6.1.4    is independently developed by the receiving Party and that independent development can be shown by written evidence; or
6.1.5    is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

6.2        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.

6.3          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.

6.4        This clause 7 shall survive termination of this EULA for a period of 5 years.

7. Data Protection

7.1 OSL shall take all reasonable steps to protect your data, including personal data and will process your personal data in accordance with the instructions set out by our customers (the relevant planning authority) and all relevant Data Protection Legislation. (For more information about how Planning Authorities will use your personal data you should refer to their Privacy Notice).

8. Termination

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 at any time by providing written notice to OSL. Upon termination you should immediately cease using the platform. 

9. Waiver

A waiver of any right under this EULA is only effective if it is in writing.

10. Severance

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.

11. Entire Agreement

This EULA constitutes the whole agreement between the parties and supersedes any previous agreement between them.

12. Bribery

OSL shall comply with all applicable laws, regulations, codes and sanctions relating to bribery and corruption, including the Bribery Act 2010. We will not engage in an activity, practice or conduct that would constitute an offence under that act, and shall promptly report to a relevant authority any request or demand for undue financial or other advantage that we receive whilst performing the terms of this agreement.  

13. Equality

OSL shall comply with all applicable provisions of the Equality Act 2010, including discrimination on the basis of race, gender, age, sexuality, disability or any other form of discrimination described in that act. We will handle complaints related to any form of discrimination or abuse quickly and seriously.

14. Modern slavery

OSL will take all reasonable steps to ensure that no slavery or human trafficking (as defined by the Modern Slavery Act 2015 and other relevant UK legislation) is taking place in any part of its business or supply chains. 

15. Assignment

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.

16. 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.

17. Governing law & 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.