AGREEMENT FOR USE OF NORTHERN POWERGRID ELECTRONIC MAINS RECORDS

Transcription

1 AGREEMENT FOR USE OF NORTHERN POWERGRID ELECTRONIC MAINS RECORDS This Agreement is entered into on [insert date, including year] between (1) [Northern Powergrid (Northeast) Limited (company number: )/Northern Powergrid (Yorkshire) plc (company number: )] whose registered office is at Lloyds Court, 78 Grey Street, Newcastle Upon Tyne, NE1 6AF ( Northern Powergrid ) and (2) [enter individual or company name, company number and individual or company address] (the User ) The parties agree as follows: 1. In consideration of the User paying Northern Powergrid 1.00 (receipt of which is hereby acknowledged by Northern Powergrid), Northern Powergrid may (but shall not be obliged to) provide to the User electronic access to maps and diagrams containing cable and wiring information ( Data ) for the relevant location as previously agreed between the User and Northern Powergrid or, failing such agreement, for the location as solely determined by Northern Powergrid to be relevant to the User. Northern Powergrid may provide the Data to the User through an online log-in system or by giving the User a USB memory stick. Northern Powergrid shall choose the method of Data access at its sole discretion. The User shall use such Data and access systems or hardware that provide access to such Data solely in accordance with the terms of this Agreement and solely for the purpose of assisting the User with conducting such works as notified by the User to Northern Powergrid ( Works ). As a condition of this Agreement, and for the avoidance of doubt, the User acknowledges that ownership of the Data and of all intellectual property rights in the Data belong to, and will remain the property of, Northern Powergrid. Ownership of any USB memory sticks (if any) provided to the User by Northern Powergrid to access the Data shall also remain the sole property of Northern Powergrid. 2. The User acknowledges that the Records are derived from Ordnance Survey and are subject to Crown copyright. The User acknowledges and agrees that it must comply with the copyright arrangements set out in the service level agreement between the National Joint Utilities Group and Ordnance Survey (the SLA ) in respect of the Data. With respect to the SLA, the Data is classified as restricted function data. The User acknowledges that Northern Powergrid is required to forward details to Ordnance Survey of users to which it has granted access to the Data and grants permission for Northern Powergrid to forward the User s details to Ordnance Survey to this end. 3. Northern Powergrid reserve the right to alter the structure, format and content of the Data at any time (including, without limitation, deletion of the Data or any part of the Data) with no obligation to the User and without prior obligation to notify the User of any such alteration. 1

2 4. The User acknowledges that while Northern Powergrid shall use reasonable endeavours to ensure that the Data is accurate and up to date, Northern Powergrid cannot guarantee this. In particular, but without limitation, Northern Powergrid (to the fullest extent permitted by law) makes no representations and warranties as to the accuracy and completeness of the Data and the User accesses the Data on an as-is basis. The User understands and acknowledges that the Data may already be out of date at the time of receipt from Northern Powergrid. The presentation format of the records has evolved through time such that there may be inconsistencies in the presentation, with particular regard at the boundaries of the record files. The User must inform Northern Powergrid as soon as reasonably practicable of any inconsistencies, inaccuracies and/or omissions in respect of the Data discovered by the User or its sub-contractors. 5. Northern Powergrid makes no representations or warranties in respect of the compatibility of the Data with the User s (or any subcontractor of the User s) systems. The User acknowledges and understands that logging in to the systems in order to access the Data and/or using USB memory sticks to access the Data may involve logging into or accessing outdated systems, websites or information that may contain security vulnerabilities. To the fullest extent permitted by law, Northern Powergrid accepts no responsibility or liability for any security issues or other damage caused to the User s (or any subcontractor of the User s) systems as a result of or in connection with the User accessing the Data from Northern Powergrid s (or its service provider s) systems or from using Northern Powergrid provided USB memory sticks. 6. The provision of the Data in no way relieves the User to take all reasonable care and exercise all reasonable diligence when performing the Works or of its obligations under any laws or legislation in force from time to time (including without limitation under the New Roads and Street Works Act 1991 and Health and Safety at Work etc. Act 1974) or any other related requirements. The User is referred to the Health and Safety Executive series booklet HS(G)47 for guidance in the use of the Data in the pursuance of safe systems of work and guidance note GS6, Avoidance of danger from overhead Electric lines. For the avoidance of doubt, Northern Powergrid shall have no responsibility in respect of the Works and (to the fullest extent permitted by law) responsibility for the Works shall remain solely and fully with the User. 7. The User shall be permitted to (in accordance with the terms of this Agreement): - view or print the Data for operational purposes only and for use in relation to carrying out the Works; - alter the format of the Data for storage or viewing on the User s own systems. 2

3 8. The User shall not: - merge or combine the Data with any other data and shall instead store the Data separately, so that the Data remains separately identifiable from other data; - update, modify or otherwise alter the content of the Data in any way; - store, view or transfer the data onto any public or third party owned systems. 9. The User shall (and, where the User is not an individual, the User shall procure that its employees, agents and other representatives shall) keep the Data and all usernames, passwords and other access codes and (where relevant) USB memory sticks used to access the Data secret and confidential and shall not disclose the Data (or any part of it) or any usernames, passwords or other access codes or USB memory sticks used to access the Data to any third party, other than for controlled use of the Data by subcontractors of the User employed by the User for the Works, provided that the User shall procure that the subcontractors treat the Data and all usernames, passwords and other access codes and USB memory sticks used to access the Data confidentially and the subcontractors do not disclose the Data (or any part of it) or any usernames, passwords or other access codes or USB memory sticks used to access the Data to any third parties and the User shall remain solely responsible and liable to Northern Powergrid for its subcontractors, employees, agents and other representatives use of such Data and/or for any breach by any such parties of this paragraph Subject to the availability of resources, Northern Powergrid or its service provider will, on written request by the User, provide the User with access to updates to the Data (if any). For the avoidance of doubt, any updates to the Data shall be governed by and subject to the terms of this Agreement. 11. The map based records are derived from Ordnance Survey and is subject to Crown Copyright. Northern Powergrid is required to forward details to Ordnance Survey of Users Northern Powergrid has supplied Data to. The User must hold an Ordnance Survey licence and if they do not or if they have queries they should contact:- - Ordnance Survey Copyright Section - Romsey Road - Southampton - SO16 4GU 12. Either party may terminate this Agreement with immediate effect by written notice to the other. Upon termination of this Agreement, the User shall: 3

4 - either (to the extent the Data is in hard copy form) permanently destroy the Data that is in the User s possession or return the Data to Northern Powergrid (and, where relevant, procure that its subcontractors either destroy the Data that is in their possession or return the Data to Northern Powergrid); - (where the Data is in electronic form) permanently delete any Data that is stored on the User s systems (and, where relevant, procure that its subcontractors permanently destroy any Data stored on the subcontractors systems); - (where relevant) return to Northern Powergrid all USB memory sticks provided to the User by Northern Powergrid; - immediately cease to access the Data and immediately cease to use any usernames, passwords and other access codes in respect of accessing the Data (and, where the User is not an individual, procure that its employees, agents, representatives and subcontractors immediately cease to access the Data and immediately cease to use any usernames, passwords and other access codes in respect of accessing the Data); and - confirm in writing to Northern Powergrid that all copies of the Data have been removed from all systems owned by the User and from all systems owned by any subcontractors of the User. 13. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. 14. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. This Agreement has been entered into on the date stated at the beginning of it. Signed by [name of individual User] OR Signed by for on behalf of [insert User company name] Signed by for and on behalf of Northern Powergrid [(Northeast) Limited/(Yorkshire) PLC] Name: Position: Name: Position: Please return the signed agreement by or post to: 4

5 Northern Powergrid New York Road Shiremoor Newcastle Upon Tyne NE27 0LP FAO: Ian Foster 5