This Licence agreement is a legal agreement between you (“you” and “your”) and UCAS Media Limited, a company incorporated in England and Wales under registered number 02737300 whose registered office is at Rosehill, New Barn Lane, Cheltenham, GL52 (“UCAS Media”, “us”, “we”, and “our”). UCAS Media is a wholly owned trading subsidiary of UCAS, the Universities and Colleges Admissions Service. UCAS Media provides Customers with survey data comprising of anonymised and aggregated data for the Customer’s internal business use only.
Together with your order form / order acknowledgement (“the Order”) these Terms comprise the entire agreement between you and UCAS Media in respect of the supply of the UCAS Media Survey Data (our ‘Licence’).
If there is any uncertainty between any provision contained in these Terms and the Order Acknowledgment, the provision in these terms shall prevail.
UCAS Media reserves the right to vary, update or replace these Terms at any time and will make the latest iteration of these Terms available to you on www.ucas.com/about-us/policies/terms-and-conditions/sale-products-services.
1. Definitions
In these Terms, the terms below have the following meanings:
1.1 ‘Agreed Purpose’ means for your organisations internal business use only or any other purpose stated on the Order as permitted under this Agreement.
1.2 ‘Approved Third Party’ means a consultant, contractor or third party with whom you are permitted to share Survey Data or Manipulated Data under this Agreement.
1.3 ‘Customer’, 'You', 'you' and 'your' means the natural or legal person, or body of persons corporate or incorporate purchasing the Survey Data, as described in the Order.
1.4 ‘Confidential Information’ means the Survey Data, any Manipulated Data and all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives 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.
1.5 ‘Derived Data’ means any Data (wholly or in part) Manipulated to such a degree that it:
a. cannot be identified as originating or deriving directly from the 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 Data or the Services.
1.6 ‘Intellectual Property Rights’ means 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.
1.7 'Licensor', ‘We’, ‘we’, ‘Our’, ‘our’, ‘Us’ or ‘us’ means UCAS Media.
1.8 ‘Manipulate’ means to combine or aggregate the Survey Data (wholly or in part) with other data or information or to adapt the Survey Data (wholly or in part).
1.9 ‘Manipulated Data’ means any Data which you have Manipulated. Manipulated Data includes any Derived Data.
1.10 ‘Representatives’ means 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.
1.11 ‘Services’ means the services to be provided and the Survey Data to be supplied by us to you, as detailed on the Order.
1.12 ‘Survey Data’ means the data supplied by UCAS Media to you for the Agreed Purpose.
1.13 ‘Term’ the duration of this agreement, as set out in the Order.
1.14 'Use' means doing any act which is restricted by copyright or database right, whether in the original medium or in any other medium, and includes without limitation distributing, copying, adapting, modifying as may be technically necessary to use it in a different mode or format.
2. Interpretation
2.1 Use of singular forms of address under these Terms shall have the same meaning in respect of the multiple form in each case.
3. Services
3.1 You must ensure that all information you provide is complete and accurate and co-operate with us in a timely manner.
3.2 Any dates quoted for delivery of the Survey Data are approximate only, and the time of delivery is not of the essence. UCAS Media shall not be liable for any delays caused directly or indirectly and whether in whole or in part by the you or any person on your behalf.
3.3 UCAS Media reserves the right to refuse to field any survey question or to request amendment without stating any reason beyond the fact that in the sole opinion of UCAS Media it does not meet our ethical and quality standards.
3.4 UCAS Media cannot guarantee that similar questions will not run on other surveys conducted by UCAS Media.
3.5 During the Term we shall supply the Services to you and you acknowledge that we may change at any time the content, format or nature of the Survey Data or the Services.
4. Using the Survey Data
4.1 UCAS Media grants you a limited, non-exclusive, non-transferable, non-assignable and revocable licence to use the Supplied Data strictly for your internal business purposes or other purpose agreed by us in in accordance with clause 4.5.1, 4.5.2 or 4.5.6 (‘Agreed Purpose’).
4.2 The Survey Data will be made available to you upon receipted payment of the agreed fee (the ‘Fee’) as detailed on the Order.
4.3 The Survey Data shall be provided in the format as detailed on the Order.
4.4 The rights granted to you include the right to:
4.4.1 store and access the Survey Data for the Agreed Purpose; and
4.4.2 adapt or Manipulate the Survey Data to enable you to Use the Survey Data for the Agreed Purpose.
4.5 Except as expressly set out in this Licence, or as permitted by law, you may not:
4.5.1 circulate any of the Survey Data or Manipulated Data outside your organisation unless you have our prior written approval;
4.5.2 publish or permit to be published any of the Survey Data or Manipulated Data or any results, trends or information derived from or based on the Survey Data or Manipulated Data without our prior written approval. If we give written approval, you must credit us, as the source of the Survey Data or Manipulated Data; if we provide no alternative accreditation, then you must use the following: ‘The data has been supplied by UCAS MEDIA LIMITED’;
4.5.3 use the Survey Data or Manipulated Data for any purpose contrary to any law or regulation or any regulatory code, regulatory guidance, or regulatory request;
4.5.4 sell or use (or permit to be sold or used) any Survey Data or Manipulated Data to make financial or commercial gain or which damages the goodwill or reputation of UCAS or UCAS Media;
4.5.5 use the Survey Data or Manipulated Data in your products or services;
4.5.6 share, provide or give access to the Survey Data or Manipulated Data to a consultant or contractor unless you notify us in advance and you enter into an agreement on terms no less substantial as those contained in this Licence which contains a confidentiality clause to ensure that the consultant only uses the Survey Data or Manipulated Data in relation to the Agreed Purpose; or
4.5.7 where you are acting as agent for a third party, share, provide or give access to the Survey Data or Manipulated Data to such third party unless approved by us in writing in advance and you enter into an agreement on terms no less substantial than those contained in this Licence which contains a confidentiality clause to ensure the third party only uses the Survey Data or Manipulated Data in relation to the Agreed Purpose.
4.6 These are important conditions of this Licence and if you fail to comply with them the rights granted to you under this Licence, or any similar licence granted by the Licensor, will end automatically.
5. Charges
5.1 The Customer shall pay the Fee in accordance with Order.
5.2 UCAS Media shall be entitled to invoice you as set out in the Order or upon delivery of goods or services. The invoice shall specify if payment by you is required in advance of the service, or strictly within 30 days from date of invoice. Payment shall be made in full without deduction or set-off by the due date.
5.3 Time shall be of the essence regarding your obligation to make payments and such obligations are material obligations for the purpose of clause 13.2(a).
5.4 We may charge interest at an annual rate of 4% above the base rate of Barclays Bank, calculated on a daily basis in respect of any sum which is due and unpaid, that interest to run from the date on which that sum is due and payable until receipt by us of the full amount, whether before or after judgment.
5.5 All Charges are exclusive of VAT or any other applicable sales tax, which shall be paid by you in addition at the rate and in the manner for the time being prescribed by law.
6. Confidentiality
6.1 You acknowledge that the unauthorised disclosure of Survey Data or Manipulated Data may substantially prejudice our interests and the interests of our Group.
6.2 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 6);
(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.
6.3 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.
6.4 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 6.
6.5 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.
6.6 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.
6.7 The provisions of this clause 6 shall continue to apply after termination of this agreement.
7. Announcements
7.1 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.
8. Intellectual Property Rights
8.1 You acknowledge that:
(a) all Intellectual Property Rights in the Survey Data and the Manipulated Data are our property or that of our licensors, as the case may be, and that rights in the Survey Data and Manipulated Data are licensed (not sold) to you;
(b) you shall have no rights in or to the Survey 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 Survey Data.
8.2 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.
8.3 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.
8.4 The Intellectual Property Rights assigned to us under clause 8.2 shall be deemed to be included in the Licence from the date when such rights arise.
8.5 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.
9. No Warranty
9.1 The Survey Data is supplied 'as is' and without limiting the effect of clause 16.3 below, UCAS Media excludes all representations, warranties, obligations and liabilities and UCAS Media offers no indemnity in relation to the Survey Data or accuracy thereof to the maximum extent permitted by law.
10. Non-endorsement
10.1 This agreement does not grant you any right to use the Survey Data or Manipulated Data in a way that suggests any partnership, joint venture or agency arrangement between you and us or that we endorse you, your products, your services or your use of the Survey Data or Manipulated Data in any way.
11. Liability
11.1 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.
11.2 Subject to clause 11.1, 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.
11.3 Subject to clause 11.1, 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 Services that gave rise to the liability.
11.4 UCAS Media does not accept any liability for any inferences or conclusions derived from the Shared Data or Manipulated Data by you or any third party.
11.5 UCAS Media is not liable for any errors or omissions in the Survey Data or Manipulated Data nor shall we be liable for any loss, injury or damage whatsoever that may arise from the use the Survey Data or Manipulated Data.
11.6 You will indemnify UCAS Media on demand and hold UCAS Media harmless in the event of any claim or accusation that the information you provide to us or your use of the Survey Data or Manipulated Data in any way infringes the rights, injures, offends, harms or damages the reputation of any third party, subject to our notifying you if and when we are in receipt of any such claim or are notified of any such accusation.
11.7 You shall remain liable for any third party to whom you have shared Survey Data or Manipulated Data and shall indemnify UCAS Media for any losses caused by their use of the Survey Data or Manipulated Data.
12. Anti-Bribery
12.1 You will comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.
13. Termination
13.1 This agreement shall commence on the Commencement Date. 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 and or any Approved Third Party are acting in a manner which is not suitable to be associated with us or which could in any way bring usinto disrepute; or
(ii) your and or any Approved Third Party exploitation or use of the Survey Data or Manipulated Data falls outside the spirit and intention of the 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 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 Survey 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 6 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 6,7, 8, 11, 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.