1. Definitions
"PAF" is a registered trademark of the Royal Mail (part of the Post Office) and stands for Postcode Address File. It is a database containing all known addresses and Postcodes in the United Kingdom.
"Postzon" is comprised of a version of PAF containing one record for each Postcode in the UK. The information supplied with each Postcode includes an Ordnance Survey Grid Reference and a variety of other coded identifiers which describe Country, County, District, Local Authority Electoral Ward and National Health Service District Health Authority.
The Postcode alone is not sufficient to identify each delivery point in the UK. A "Delivery Point Suffix" (DPS) has been developed: a two-character code (one alpha, one numeric) which enables each delivery point to be uniquely identified. To enable customers to apply a barcode correctly to mail, both the Postcode and Delivery Point Suffix are required along with a Checksum Digit. The Checksum Digit can either be accessed via a small programme which will generate it automatically, or from the file which contains the Delivery Point Suffix information. This file is referred to as the "Postcode Information File" (PIF).
In this agreement, "PAF" includes the Postcode Address File, updates to the Postcode Address File and extracts from the Postcode Address File, "Postzon", updates to "Postzon" and extracts from "Postzon", "PIF", updates to "PIF" and extracts from "PIF",as supplied or contained in any product supplied by the VAR to the VAR's Agent.
"VAR" shall mean Etellect Ltd - a person licenced by the Post Office to obtain copies and updates of PAF from the Post Office both for its own use and to enhance its own products and services for sale to End Users which make use of PAF and to licence VAR's Agents for the same purposes.
"VAR's Agent" shall mean persons who obtain copies and updates of PAF from Etellect Ltd both for their own use and to enhance their own products and services to supply to End Users.
"End User" shall mean the person entering into the Agreement of which this licence forms part with a VAR or VAR's Agent.
"User" shall mean an individual, work station or terminal within an End User's organisation which has access to any part of the PAF data either directly or indirectly through a VAR or VAR's Agent's software routines.
"Number of Users" shall mean the number of Users per normal working day.
2. Licence
2.1 This Licence grants the End User the non-exclusive right to use extracts and derivatives from PAF, and updates to PAF provided to the End User by the VAR or the VAR's Agent (as the case may be).
2.2 The End User shall complete the PAF End User Registration Form attached to this Licence and return it to the VAR or VAR's Agent within seven days of entering into this Agreement.
3. Limit on end user's use of postcode address information
3.1 The End User shall not at any time reproduce, publish, sell, let, lend or otherwise part with possession of PAF or relay or disseminate PAF but the End User may make one back up copy of each version of PAF for security purposes. The End User shall ensure that its employees, agents and sub-contractors comply with the terms of this Clause PROVIDED THAT nothing in this clause shall prevent the End User from using PAF to modify existing mailing list databases.
3.2 The End User shall upon reasonable notice grant the Post Office and its agents, reasonable accompanied access, upon prior notice, during working hours, to their premises, accounts and records relevant to this Licence for the purpose of verifying and monitoring the End User's compliance with its obligations under this Licence.
3.3 The End User shall ensure that any changes to the Number of Users specified in the Licence Certificate 1 are notified to the VAR/VAR's Agent and that the Number of Users does not exceed that permitted by the number and type of licences (described in the Licence Certificate) purchased by the End User.
3.4 The End User shall have a reasonable mechanism or process in place to ensure that the number of persons using the data does not exceed the number of Licences purchased.
3.5 The End User shall comply with all requirements of the Data Protection Act 1984 ("the Act") relevant to its possession or use of PAF, and shall ensure that its use of PAF is not inconsistent with the registration of the Post Office under the Act.
4. Fees
4.1 The End User shall pay to the VAR's Agent or the VAR (as the case may be) annual Licence fees in accordance with the time scales set out therein.
4.2 The PAF End User Licence Fees may be increased or decreased or the payments structure modified or amended, by the Post Office giving notice to VARs (which VARs must communicate to VAR's Agents and End Users) provided that:
4.2.1 the Post Office shall give six month's notice of any straightforward increase or decrease and any such increase in prices shall not take place more than once in any year and the amount of any increase shall be limited to increases in the Retail Prices Index since the last occasion upon which the End User Licence Fees were increased;
4.2.2 any modification or amendment of the pricing structure which is more than a straightforward increase or decrease in prices shall take place on no less than one year's notice;
4.2.3 End User Licence Fees current at the time of the Post Office Notice shall only be affected by the changes upon the next anniversary of the Agreement of which this Licence forms part, following the expiry of the Post Office Notice.
5. Liability of the Post Office
5.1 The End User acknowledges that the Post Office does not in any way warrant the accuracy or completeness of PAF and the Post Office shall not be liable for any loss or damage (whether direct or indirect or consequential) howsoever arising, out of or in connection with this Licence (or the Agreement of which it forms part) or its termination.
5.2 The End User acknowledges that the Post Office is not liable in any way in respect of the services provided by the V AR or VAR's Agent (as the case may be) to the End User.
5.3 Even if the services provided to the End User by the VAR or the VAR's Agent are designated as Post Office approved, the End User acknowledges that the Post Office gives no warranty that such services have been tested for use by any party or that such services will be suitable for or be capable of being used by any party.
5.4 The End User acknowledges that the Post Office shall not be obliged in any circumstances to provide PAF or any related services direct to the End User.
6. Property Rights in PAF
6.1 PAF and the copyright in PAF are and shall remain the property of the Post Office. This Licence shall not operate as an assignment of any copyright or any other intellectual property right that may subsist in PAF.
6.2 The End User shall not remove or tamper with any copyright notice attached to PAF.
6.3 The provisions of this Clause shall continue to operate after the termination of this Licence.
7. Assignment
7.1 The End User shall not assign or sub-contract this Licence or any part of it.
8. Termination
8.1 If any Agreement between the Post Office and the VAR, or between the VAR or VAR's Agent and the End User (of which this Licence forms part), for the provision of PAF or services or products containing PAF is terminated, this Licence will automatically be terminated.
8.2 On termination of this Licence the End User shall either return to the VAR or VAR's Agent (as the case may be) all copies of PAF supplied to it under this Licence or the End User shall confirm in writing to the VAR's Agent that all PAF data, to the extent that it is capable of being deleted or destroyed, has been so deleted or destroyed.
8.3 This licence shall be terminated if the End User brings the Post Office into disrepute.
9. Law
9.1 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.