WHEREAS

• A. The Licensor has developed both: (i) the Royal Mail Selection Files, which is constantly updated and groups postcodes by Selection File codes; and (ii) the Royal Mail Customer Final Label Files (together the "Databases").
• B. The Licensee wishes to use a service known as Royal Mail’s Bulk Mail Products offered by the Licensor which makes use of the Databases.
• C. The Licensor has agreed to grant the Licensee a non-exclusive Licence to use the Databases on the following terms and conditions.

THE PARTIES AGREE THAT

1. DEFINITIONS

• "Royal Mail Customer Final Label File" means Royal Mail’s database containing certain data to be printed on all Business Mail, Advertising Mail, Walksort and Publishing Mail final bag labels;
• "Licence" means this agreement between Royal Mail and the Licensee;
• "Licensee" means you, the end user of the Databases;
• "Licensor" means Royal Mail Group Ltd ("Royal Mail"), whose registered office is at 185 Farringdon Road, London, EC1A 1AA; and
• "Royal Mail Selection Files" means Royal Mail’s Royal Mail Selection Files containing a record of every postcode sector. It assigns to each postcode sector a unique three and five-digit code.

2. TITLE WARRANTY

• The Licensor is the owner of the copyright and all other rights in the Databases.

3. LICENCE

• In consideration of the Licensee agreeing to abide by the terms and conditions of this Licence, the Licensor hereby grants to the Licensee the non-exclusive right to use the Databases at one location of which prior notice in writing is given to the Licensor, only in connection with the use of the services offered by the Licensor known as Royal Mail Bulk Mail Products.

4. LIMIT ON LICENSEE’S USE OF THE DATABASES

• 4.1 The Licensee shall not at any time produce, publish, sell, let, lend or otherwise part with possessions of the Databases or relay or disseminate the Databases, but the Licensee may make one back-up copy of the Databases for the purpose of disaster recovery only. The Licensee shall ensure that its employees, agents and subcontractors, so far as applicable, comply with the terms of this Licence.
• 4.2 The Licensee shall, upon reasonable notice, grant the Licensor or its agents reasonable access, during working hours to the Licensee’s premises, accounts and records for the purpose of verifying the Licensee’s compliance with their obligations under this Licence.
• 4.3 The Licensee recognises the Licensor’s title to the Databases and shall not claim any right, title or interest in the Databases or any part of it save that is granted by this Licence.

5. CONFIDENTIALITY

• 5.1 The Databases, in particular any specification for Royal Mail Bulk Mail Products whether in draft or in final form and whether for trial of Royal Mail Bulk Mail Products, contract or otherwise, shall remain confidential to the Licensor.
• 5.2 Except in accordance with the terms of this Licence, the Licensee undertakes not to disclose or dispose of confidential data or information.
• 5.3 The Licensee shall ensure that its employees, agents and sub-contractors comply with the terms of this clause.
• 5.4 The Licensee shall indemnify and keep indemnified the Licensor against all actions, claims, demands, proceeding, damages, costs, charges and expenses whatsoever in respect of any breach by the Licensee of this clause.
• 5.5 The Licensee’s obligations under this clause shall continue to subsist notwithstanding termination of this Licence.

6. ASSIGNMENT

• The Licensee shall not assign or sub-contract this Licence or any-part of it.

7. PROPERTY RIGHTS IN THE DATABASES

• 7.1 The Databases and the copyright in the Databases shall remain the property of the Licensor. This Licence shall not operate as an assignment by the Licensor of any copyright or any other intellectual property rights that may subsist in the Databases.
• 7.2 The Licensee shall not remove or tamper with any copyright or ownership notice attached to the Databases.
• 7.3 The Licensee shall take all reasonable precautions to ensure the preservation of the Licensor’s intellectual property-rights.

8. LIABILITY OF THE LICENSOR

• 8.1 The Licensor does not warrant the accuracy or completeness of the Databases and except in respect of death or personal injury caused by the Licensor’s negligence shall not be liable for any loss, damage or injury suffered or incurred by the licensee (whether direct or indirect or consequential) howsoever arising from the rise of the Databases by the Licensee.
• 8.2 In the event that any defect in the storage medium on which the Databases are supplied cause any loss whatsoever to the Licensee, the liability of the Licensor will be Limited to the supply to the Licensee of replacement of defective item.

9. TERMINATION

• 9.1 If the Royal Mail Bulk Mail service agreement is terminated, this Licence will automatically be determined.
• 9.2 The Licensor may terminate this Licence at any time upon 90 days notice to the Licensee.
• 9.3 The Licensor may terminate this Licence upon giving written notice to the Licensee if:
• a) any fees payable by the Licensee to the Licensor or its agent in connection with the use of the Royal Mail Bulk Mail services have not been paid on or before their due date;
• b) the Licensee fails to comply with any of the terms of this Licence.
• c) the Licensee becomes bankrupt or insolvent or is unable to pay its debts as they fall due or being a company passes a resolution for winding up or if a Court makes an order that the Company shall be wound up (in either case other than for the purpose of reconstruction) and or if a receiver or manager on behalf of a creditor is appointed or if the Licensee makes any composition or arrangement with or for the benefit of its creditors.
• 9.4 On termination of this Licence, the Licensee shall return to the Licensor all copies of the Databases and supporting documentation. The Licensee shall confirm in writing to the Licensor (in a form acceptable to the Licensor) that this has been done and that all Royal Mail Selection Files data, to the extent that it is capable of being deleted or destroyed, has been deleted or destroyed.
• 9.5 Termination of this Licence shall not prejudice or affect that right of the Licensor to recover from the Licensee the amount of any fees outstanding in connection with the use of the Database services at the date of termination, nor any other right whatsoever of either party which may have accrued at the date or which may accrue thereafter.

10. GENERAL

• 10.1 Insofar as any information contained or derived from the Databases fall with the provisions of the Data Protection Act 1984, the Licensee shall comply with the provisions of the said Act and any limitations imposed by the Licensor’s registration thereunder.
• 10.2 The Licensor reserves the right to vary this Licence at any time. Any additions to, or variations of, this Licence will be notified on Royal Mail’s website.
• 10.3 This Licence and the document referred to in this Licence embodies the entire understanding between the parties and there are no additional terms and obligations other than those contained therein.
• 10.4 The failure of either party to enforce or to exercise, at any time or for any period, any term of, or right arising pursuant to, this Licence does not constitute and shall not be construed as a waiver of such term or right and shall not affect the Party’s right later to enforce or exercise it.
• 10.5 All questions or differences whatsoever touching this Licence shall be referred to a single arbitrator to be agreed upon by the parties or, failing agreement, to be appointed by the then President of the UK Law Society.
• 10.6 This Licence shall be deemed to have been granted in England and shall be subject to English law. The parties agree to submit to the jurisdiction of the English courts.

Royal Mail, the Cruciform and the colour red are registered trademarks of Royal Mail Group Ltd©
Royal Mail Group Ltd 2012 All Rights Reserved. Royal Mail is a trading name of Royal Mail Group Ltd.
Registered in England and Wales. Registered number 4138203. Registered office at 185 Farringdon Road, London, EC1A 1AA

Do you agree with the above terms and conditions?