This Licence agreement is a legal agreement between you (you and your) and UCAS Media Limited of Rosehill, New Barn Lane, Cheltenham, Gloucestershire, GL52 3LZ (us, we, and our). UCAS Media is a wholly owned subsidiary of Universities and Colleges Admissions Service (“UCAS” English company number 02839815). UCAS owns the copyright and any database rights in the UniAI Data and has granted UCAS Media the right to license the UniAI Data to third parties. UCAS Media has agreed to provide the UniAI Services to you on the terms set out in this agreement. As part of the UniAI Services, UCAS Media grants you a Licence to use the UniAI Data for a specific business purpose on the terms set out in this agreement. Together with your Order Acknowledgment, this agreement comprises the entire agreement between you and UCAS Media in respect of the supply of the UniAI Data.
UniAl provides a forecast for accommodation demand for first year student based on the certain data parameters which can be used for the Customer’s internal business purposes and is subject to the following Terms. UniAl provides a forecast for the demand for student accommodation based on certain data sources, it does not take in account any other factors and does not constitute any form of advice or recommendation upon which a specific decision should be made.
AGREED TERMS
1. Definitions
1.1 The definitions in this clause apply in this agreement.
Agreed Purpose: means for your organisations internal business use only.
Commencement Date: means the date of this agreement, as set out in the Order Acknowledgement.
Data Parameters: means the definition of the rationale, caveats and assumptions for UniAI set out in the UniAI dashboard.
Confidential Information: the UniAI Data, any Manipulated Data and all confidential information (however recorded or preserved) disclosed by us or our Representatives to you in connection with this agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.
Derived Data : any UniAI Data (wholly or in part) Manipulated to such a degree that it:
a) cannot be identified as originating or deriving directly from the UniAI Data or the Services and cannot be reverse-engineered such that it can be so identified; and
b) is not capable of use substantially as a substitute for the UniAI Data or the Services, and from which the original UniAI data cannot be derived.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, 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 rights, semi-conductor 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 in any part of the world.
Licence: the licence granted in clause 2.
Licence Period: from the date on the Order Acknowledgement for a a period of 1 year.
Manipulate: to combine or aggregate or adapt the UniAI Data (wholly or in part) on its own or in combination with other data or information.
Manipulated Data: includes any Derived Data and any UniAI Data which has been Manipulated, including any UniAI Data manipulated to such a degree that it: (a) cannot be identified as originating or deriving directly from the UniAI Data and cannot be reverse-engineered such that it can be so identified; and (b) is not capable of use substantially as a substitute for the UniAI Data.
Representatives: in respect of a party, that party's employees, officers, representatives or advisers involved in the provision or receipt of the Services who need to know the confidential information in question.
Security Feature: any security feature including any encryption or other key, PIN, password, token or smartcard.
System: any information technology system(s) owned or operated by you to which the UniAI Data will be received by you.
Term: the duration of this agreement, as set out in the Order Acknowledgment.
User: any of your employees authorised by you to access and use the Services (wholly or in part), using their own unique identifier provided by UCAS Media.
User Restrictions: the obligations set out in Schedule 1.
UniAI Data: means all data or information access in the UniAI Services (wholly or in part).UniAI Service: means UniAl is provided using PowerBI reports subject to the Data Parameters. UniAI gives the user the option to get data at a city or university level (university level is a single university; a city can have more than one university). The data, both past (actual figures) and future (forecast) is presented in a single graph which, when at the forecast stage, shows three lines, a lower, upper and most likely projection of accommodation requirements.
2. Licence
2.1 We are not obliged to accept every order for UniAI Service and we reserve the right to refuse to accept an order on certain grounds at our sole discretion, such as if we reasonably consider that your intended use would not be consistent with terms of the Licence, the User Restrictions or the spirit and intention of the agreement.
2.2 We grant to you a limited, non-exclusive, non-transferable, non-assignable and revocable Licence during the Term, subject to the User Restrictions, to:
(a) access, view and Manipulate the UniAI Data and to create Derived Data ;
(b) store the UniAI Data and Manipulated Data on your System; and
(c) to make UniAI Data and Manipulated Data accessible to Users on your System at your premises;
for your own internal business use (which shall not include the use of the UniAI Data by, or for the benefit of, any person other than your employees).
2.3 Except as expressly provided in this agreement, or as permitted by law, you shall not:
(a) use the UniAI Data (wholly or in part) in any way other than for the Agreed Purpose; or
(b) redistribute or circulate the UniAI Data (wholly or in part) outside your organisation except as expressly permitted in the Order Acknowledgement; or
(c) use the UniAI Data for any purpose contrary to any law or regulation or any regulatory code, regulatory guidance, or regulatory request; or
(d) use the UniAI Data (whether alone or in combination with any other data) to infer any data that could be deemed commercially sensitive about us or any other third party or any data that could be deemed market-sensitive .
2.4 You shall observe the User Restrictions.
3. UniAI Services
3.1 During the Licence Period, we shall supply the UniAI Services to you.
3.2 By giving you as much prior notice as reasonably practicable, we may change at any time:
(a) the content, format or nature of UniAI Data or the UniAI Services; and
(b) the means of access to the UniAI Data or the UniAI Services.
4. Charges
4.1 The Charges for the performance of the UniAI Services, payable to us shall be payable as set out in the Order Acknowledgment.
4.2 UniAl log in credentials shall be made available to you upon receipted payment of the Charges detailed in the order acknowledgement and shall be valid for the Licence Period.
5. Audit
5.1 You shall keep, in paper and electronic form, at your normal place of business detailed, accurate and up-to-date records (Records) showing, the steps taken by you to comply with the User Restrictions for a period of one year following termination of this Agreement. You shall ensure that the Records are sufficient to enable us to verify your compliance with its obligations under this clause 5.
5.2 You shall permit us and our third party representatives, on reasonable notice, to inspect and take copies of, the Records and any other information held at your premises or on your System relating to the UniAI Data for the purpose of auditing the accuracy of the Records and your compliance with its obligations under this agreement.
6. Unauthorised use
6.1 If any unauthorised use is made of the UniAI Data and such use is attributable to your or your Users’ acts or omissions then, without prejudice to our other rights and remedies, you shall immediately be liable to pay us an amount equal to the Charges that we would have charged had we authorised the unauthorised use at the beginning of the period of that unauthorised use, from the date of that unauthorised use to the date of payment. We also reserve the right to take such further action against you, and enforce such additional rights, as we may consider are appropriate in the circumstances.
6.2 You indemnify us for all losses, liability and claims, arising from your unauthorised use of the UniAI Data.
7. Confidentiality
7.1 You acknowledge that the unauthorised disclosure of UniAI Data or Manipulated Data may substantially prejudice our interests and the interests of our Group.
7.2 The term Confidential Information does not include any information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 7);
(b) was available or known to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(d) the parties agree in writing is not confidential or may be disclosed.
7.3 You shall keep the Confidential Information confidential and shall not:
(a) use any Confidential Information except for the purpose of exercising or performing your rights and obligations under this agreement; or
(b) disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause or if agreed by us in writing in advance of any disclosure.
7.4 You may disclose the Confidential Information to those of your employees who need to know that Confidential Information for the Agreed Purpose, provided that:
(a) you inform those employees of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, you are responsible for the employees’ compliance with the confidentiality obligations set out in this clause 7.
7.5 You may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent you are legally permitted to do so, you give the other party as much advance notice of the intended disclosure as possible.
7.6 We reserve all rights in our Confidential Information. No rights or obligations in respect of our Confidential Information, other than those expressly stated in this agreement, are granted to you, or are to be implied from this agreement.
7.7 The provisions of this clause 7 shall continue to apply after termination of this agreement.
8. Announcements
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
9. Security and passwords
9.1 You shall ensure that the UniAI Data are kept secure and where necessary, in an encrypted form, and shall use the best available security practices and systems applicable to the use of the UniAI Data to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the UniAI Data.
9.2 Where we use Security Features in relation to the UniAI Services (wholly or in part), the Security Features must, unless we notify you otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.
9.3 If you become aware of any misuse of any UniAI Data, or any security breach in connection with this agreement that could compromise the security or integrity of the UniAI Data or otherwise adversely affect us or if you learn or suspect that any Security Feature has been revealed to or obtained by any unauthorised person, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable.
9.4 You agree to co-operate with our reasonable security investigations.
9.5 We may change Security Features on notice to you or your Users for security reasons.
10. Intellectual property rights ownership
10.1 You acknowledge that:
(a) all Intellectual Property Rights in the UniAI Data and the Manipulated Data are our property or that of our licensors, as the case may be, and that rights in the UniAI Data and Manipulated Data are licensed (not sold) to you;
(b) you shall have no rights in or to the UniAI Data or the Manipulated Data other than the right to use them in accordance with the express terms of this agreement; and
(c) we and our licensors have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the UniAI Data.
10.2 You assign to us, and shall assign to us, with full title guarantee all Intellectual Property Rights in any Manipulated Data you may create, by way of future assignment (but shall be deemed to be included in this agreement from the date when such rights arise). We acknowledge that we have no claim to the intellectual property rights in any of the processes or methodologies you may use to create Manipulated Data .
10.3 You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at our cost, promptly execute such documents and perform such acts as we may reasonably require for the purpose of giving full effect to this agreement.
10.4 The Intellectual Property Rights assigned to us under clause 10.2 shall be deemed to be included in the Licence from the date when such rights arise.
10.5 You shall co-operate with us to protect the goodwill and reputation of the UniAI Services.
10.6 You may only publish information based on the UniAl with our written approval. If we give written approval for you to publish any information based on date produced by UniAl, you must credit us, as the source of the data; if we provide no alternative accreditation, then you must use the following: ‘The accommodation forecast data has been supplied by UCAS MEDIA LIMITED’
10.7 You acknowledge that any reference to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by you as free for general use, outside the scope of the use authorised by this agreement.
11. Warranties
11.1 We warrant that we have the right to license the receipt and use of UniAI Data as specified in this agreement.
11.2 Except as expressly stated in this agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
11.3 Without limiting the effect of clause 11.2, we do not warrant that:
(a) the supply of the UniAI Data will be free from interruption;
(b) the UniAI Services will run on your System;
(c) the UniAI Data is accurate, complete, reliable, secure, useful, fit for purpose or timely; or
(d) the UniAI Data has been tested for use by you or any third party or the UniAI Data will be suitable for or be capable of being used by you or any third party.
12. Limitation of liability
12.1 You acknowledge that the UniAI Data has not been prepared to your specification and that it is therefore your responsibility to ensure that the UniAI Data meets your requirements.
12.2 Neither party excludes or limits liability to the other party for any matter in respect of which it would be unlawful for the parties to exclude liability.
12.3 Subject to clause 12.2, we shall not in any circumstances whatsoever be liable to you, whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
(a) any loss (whether direct or indirect or consequential) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss or corruption (whether direct or indirect) of data or information or business interruption;
(c) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
(d) any loss or liability (whether direct or indirect) under or in relation to any other contract.
12.4 Subject to clause 12.2, our total aggregate liability in contract, tort (including negligence and 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 or any collateral contract shall in all circumstances be limited to a sum equal to the total Charges paid or payable by you to us in respect of the UniAI Services that gave rise to the liability.
12.5 Any dates quoted for delivery of the UniAI Services are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the UniAI Services that is caused by an event within the scope of clause 14 or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the UniAI Services.
13. Term and termination
13.1 This agreement shall commence on the Commencement Date and expire automatically at the end of the Licence Period. Unless terminated earlier in accordance with clause 13.2 this agreement shall continue for the Term.
13.2 Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, we may terminate this agreement with immediate effect by giving written notice to you if:
(a) you fail to pay any Charges due under this agreement on the due date for payment and remain in default not less than 14 days after being notified to make that payment;
(b) you commit a material or persistent breach of any term of this agreement (other than failure to pay any amounts due under this agreement) and (if that breach is remediable) fail to remedy that breach within a period of 14 days after being notified to do so;
(c) you:
(i) suspend, or threaten to suspend, payment of your debts;
(ii) are unable to pay your debts as they fall due or admits inability to pay your debts;
(iii) (being a company) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986;
(iv) (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(v) (being a partnership) have any partner to whom any of clause 13.2(c) apply;
(d) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
(e) you have a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010); or
(f) in our reasonable opinion, we determine that:
(i) you are acting in a manner which is not suitable to be associated with us or which could in any way bring us into disrepute; or
(ii) your exploitation or use of the UniAI Data falls outside the spirit and intention of the UniAI Services.
13.3 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination of this agreement shall remain in full force and effect.
13.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
13.5 On any termination of this agreement for any reason or expiry of the Term, all rights granted to you under this agreement and the Licence shall cease and you shall immediately pay any outstanding amounts owed to us under this agreement and, within a reasonable period of termination or expiry ensure that there is no further use of the UniAI Services in any of your products or applications and all activities authorised by this agreement shall cease.
13.6 On any termination of this agreement for any reason or expiry of the Term:
(a) you shall as soon as reasonably practicable return, delete or destroy (as directed in writing by us) all data, information, software, and other materials provided to it by us in connection with this agreement; and
(b) without limiting the effect of clause 13.6(a), you shall as soon as reasonably practicable ensure that all UniAI Data and Manipulated Data (excluding any Derived Data) is deleted from your System,
and any electronic data shall be considered deleted, for the purpose of this clause 13.6, where it has been put beyond use by you.
13.7 You shall provide written confirmation (in the form of a duly authorised and signed letter) of compliance with clause 13.6(a) and also clause 13.6(b) no later than 14 days after termination of this agreement.
13.8 If you are required by any law, regulation, or government or regulatory body to retain any documents or materials that you would otherwise be required to return or destroy under clause 13.6, you shall notify us in writing of that retention, giving details of the documents or materials that you must retain. You shall not be in breach of clause 13.6 with respect to the retained documents or materials, but clause 7 shall continue to apply to them.
14. Freedom of information
14.1 You acknowledge that we (or any member of our Group) may be subject to the requirements of the Freedom of Information Act 2000 (FOI). You shall:
(a) provide all necessary assistance and co-operate as reasonably requested by us (or by any member of our Group) to enable us (or any member of our Group) to comply with our obligations under the FOI;
(b) promptly (and in any event within three (3) business days) transfer to us any and all requests for information under the FOI that you receive in relation to this agreement;
(c) provide us (or any member of our Group) with a copy of all information belonging to you which is in your possession or control within 72 hours of being requested to do so; and
(d) not respond directly to any request for information under the FOI that you receive in relation to this agreement unless authorised in writing to do so by us (or any member of our Group) unless required by law.
14.2 You acknowledge that we (or any member of our Group) may be required under the FOI to disclose information without consulting or obtaining your consent. We (or any member our Group) shall be solely responsible for determining whether any information is exempt from disclosure in accordance with the FOI. We shall not be in breach of our obligations under any other clause of this agreement by reason of complying with our obligations under the FOI.
15. Communications between us
15.1 Any notice or other communication given by you to us, or by us to you under or in connection with this contract shall be in writing and shall be sent by email to an appropriate email address of the addressee.
15.2 Any notice or communication shall be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.
15.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16. Other important terms
16.1 This agreement is personal to you and you shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this agreement.
16.2 This agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
16.3 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement.
16.4 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
16.5 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
16.6 Each of the conditions of this agreement operates separately. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
16.7 Clauses 5-8, 10, 12, 13.6-13.8 and 14-16 shall continue to apply after the Term.
16.8 The Universities and Colleges Admissions Service (English company number 02839815) shall be entitled to enforce the terms of this agreement pursuant to the Contracts (Rights of Third Parties) Act 1999. Subject thereto, a person who is not a party to this agreement shall not have any rights to enforce any term of this agreement.
16.9 Except as expressly provided in this agreement, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.10 Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this agreement by giving seven (7) days' written notice to the affected party.
16.11 Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.12 If there is any uncertainty between any provision contained in the body of this agreement, the Order Acknowledgment or any provision contained in the Schedules, the provision in the body of this agreement shall prevail.
16.13 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
16.14 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Schedule 1 User Restrictions
1. User Restrictions
1.1 You shall:
(a) limit access to the UniAI Services to the Users (unless expressly permitted by the applicable Licence terms);
(b) only make copies of the UniAI Data to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing (unless expressly permitted by the applicable Licence terms);
(c) not use the Services for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
(d) not extract, reutilise, use, exploit, redistribute, redisseminate, copy or store the UniAI Data for any purpose not expressly permitted by this agreement;
(e) not copy, modify, decompile, reverse engineer or create derivative works from any UniAI Data associated with the UniAI Services, except to the extent permitted by any applicable law; and
(f) not do anything which may damage our reputation, the UniAI Data or the Services.
1.2 You shall not be permitted to use our trade marks and logos.