1. Definitions and interpretation
The following terms shall have the meanings set out below unless the Contract sets out otherwise:
‘Confidential Information’ means all confidential information disclosed between You and Us, including to any information that is marked as confidential by You or Us relating to ideas, business methods, finances, prices, business, finances, customer details.
‘Contract’ means the contract for the Service in which the Standard Terms are incorporated.
‘Controller’ has the meaning given in the Data Protection Act 2018.
‘Data Loss Event’ means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.
’Data Protection Legislation’ means any applicable data protection legislation, including the Data Protection Act 2018 and the UK GDPR (as defined in that Act).
‘Data Subject Access Request’ means a request by an individual to the Controller exercising their right to obtain, from the Controller, confirmation as to whether or not personal data concerning him or her are being processed and, where that is the case, the right to obtain the information set out in Section 45 of the Data Protection Act 2018.
‘Intellectual Property Rights’ means copyright, patent, trademarks, design rights, database rights, know-how, broadcast rights and all other similar rights anywhere in the world, whether or not registered, including applications for registration of any of them.
‘Parties’ means the parties named in the Contract.
‘Permitted Use’ means the permitted use by You of the Supplied Data as further described in the Contract.
‘Personal Data’ means any information relating to an identified or identifiable natural person.
‘Price’ means the price payable by You to Us in accordance with the provisions in the Contract.
‘Service’ means the commercial product or service provided by Us to You as further detailed in the Contract.
‘Supplied Data’ has the same meaning as in the Contract.
‘Term’ means the term as defined in clause 3 of the Standard Terms.
“Us, Our, We” means HM Land Registry (acting by the Chief Land Registrar under delegated authority from the Keeper of Public Records).
‘Working Day’ means Monday to Friday excluding English Bank Holidays.
‘Year’ means the year between 1 April and 31 March inclusive.
‘You, Your’ means the second party named in the Contract and who is the party receiving the Service.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. The service
2.1 In consideration of You paying to Us the Price, We will provide You with the Service for the duration of the Term unless terminated sooner by either You or Us in accordance with the Contract.
2.2 The Service to be provided is described in the Contract.
2.3 In addition to clause 7 of the Standard Terms, We reserve the right at any time to:
- suspend the Service for the purpose of repair, maintenance or support in Our systems or, if there is or We believe there to be, any fault in the Service or in any system used by You; and
- review and revise the Service
The Contract shall be for the Initial Term as stated in the Contract. Subject to payment of the Price, unless the Contract provides otherwise, the Contract shall automatically renew on the same terms and conditions unless terminated by either You or Us in accordance with the Standard Terms (as amended by the Contract).
4. Our responsibilities
4.1 When providing the Service, We will use reasonable endeavours to comply with Our responsibilities stated in the Contract.
4.2 You acknowledge that Our primary function is to deliver statutory services and that there may be very rare occasions when the Service has to be suspended or delayed or modified, with or without prior notice to You, in order for Us to meet Our statutory obligations. No compensation or damages shall be due to You under such circumstances. If such circumstances occur, We will use reasonable endeavours to keep service disruption to a minimum.
5. Your obligations
5.1 In order for You to receive the Service, You shall comply with the requirements stated in the Contract.
5.2 You shall, if requested by Us, provide details of Your use of the Supplied Data and allow Us, Our personnel, Our representatives or an auditor to inspect and audit Your use of the Supplied Data and records of such use, including systems containing such records.
5.3 You consent to Us contacting and visiting You, including allowing Us access to Your premises to verify whether You have complied with the requirements set out in this clause. We, Our personnel, Our representatives and/or Our auditor will ensure that any information obtained in the course of the audit concerning Your business is kept confidential and not used for any purpose other than the proper conduct of the audit.
6. Price and payment
6.1 You shall pay the Price for the Service as set out in the Contract in British pounds sterling.
6.2 Payment must be made by BACS or Variable Direct Debit. We reserve the right to introduce alternative methods of payment.
6.3 The Price is subject to value added tax (at the rate applicable at the date of the invoice) and payment from You shall be made within 30 days of the date of invoice, unless otherwise agreed between the Parties.
6.4 You shall be liable to pay interest in accordance with the Late Payment of Commercial Debts (Interest) Act
1998 on any payment or amount overdue.
6.5 We reserve the right to vary the Price not more than once each Year. We shall give You not less than three months’ written notice of the revised Price.
7. Suspension and termination
7.1 Either party may terminate the Contract without cause by giving the other party not less than three months’ notice in writing.
7.2 We reserve the right to terminate the Contract by giving You not less than fourteen days’ notice in writing if the Information Commissioner or other competent authority notifies Us that the Service should not be provided in its current form. In that event, We will use reasonable endeavours to provide an alternative form of Service to You that is acceptable to the Information Commissioner and/or other competent authority.
7.3 Notwithstanding anything else contained in the Contract, We may, at Our option terminate the Contract immediately if:
- You fail to pay any amount which is due for payment under the Contract;
- Your financial position deteriorates so far as to reasonably justify the opinion that Your ability to give effect to the terms of the Contract is in jeopardy;
- You commit any material breach of the Contract and, in the case of a breach which is ongoing and capable of being remedied, having failed within 7 days after a written request by Us, to remedy the breach;
- You have a trustee in bankruptcy appointed over You, or if You cease or intend to cease to carry on business;
- Your use of the Service is outside the Permitted Use specified;
- You are in material breach of the Data Protection Legislation in Your use of the Supplied Data and fail to remedy such material breach within 7 days after a written request by Us to do so
7.4 If We have the right to terminate the Contract, We may elect to suspend the Service or any part of it. Any suspension of the Service on Our part will not prejudice Our right to terminate the Contract for the same or different reasons.
7.5 In the event of termination of the Contract for whatever reason, You will remain liable to pay any portion of the Price that remains unpaid in relation to the Service, together with any expenses that We have reasonably incurred or have agreed to incur in connection with any work done or to be done for You.
7.6 Termination of the Contract under the provisions set out in clause 7.3 will not entitle You to any refund of Price However, if We have terminated the Contract under the provisions of clause 7.1 or 7.2 above, You will be entitled to a refund of part of the Price calculated (on a pro-rata basis) from the date of termination to the end of the period that you have paid for.
7.7 Upon termination howsoever effected or upon expiry, You must immediately destroy all Supplied Data and supply to Us a certificate verifying such destruction of the Supplied Data.
8.1 Termination or expiry of the Contract will not affect the coming into force or the continuance in force of any of these conditions which is expressly, or by implication, intended to come into or continue in force on or after termination or expiry.
8.2 Without limiting the effect of clause 8.1 above, on termination or expiry of the Contract, the following clauses of the Standard Terms shall continue in force:
- Clause 12 – Confidentiality
- Clause 16 – Intellectual Property Rights and Licensing
- Clause 23 – Governing law and Jurisdiction
8.3 Termination or expiry of the Contract 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 Contract which existed at or before the date of termination or expiry.
9.1 Notwithstanding any other provision of the Standard Terms or the Contract, neither Party limits or excludes its liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability for which may not be limited under any applicable law
9.2 Subject to clause 9.1 of the Standard Terms, We shall not have liability in respect of any:
- indirect or consequential losses, damages, costs or expenses;
- loss of actual or anticipated profits;
- loss of contracts;
- loss of use of money;
- loss of anticipated savings;
- loss of revenue;
- loss of goodwill;
- loss of reputation;
- ex gratia payments;
- loss of business;
- loss of operation time;
- loss of opportunity; or
- loss of, damage to or corruption of data; whether or not such losses were reasonably foreseeable or if We have been advised of the possibility of You incurring such losses. For the avoidance of doubt, clauses 9.2b) to m) apply whether such losses are direct, indirect, consequential or otherwise
9.3 Except in the circumstances set out in clause 9.1 of the Standard Terms, Our liability under or in connection with the Contract, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall not exceed 125% of the amount You have paid to Us over the preceding year in respect of the Service.
9.4 You will keep Us fully and effectually indemnified against all actions, claims proceedings, costs and/or damages together with all reasonable legal costs or expenses that We incur as a result of any claim made against Us by a third party based on Your use of the Supplied Data.
10. Force majeure
No failure or omission by either Party to comply with the Standard Terms and Contract shall give rise to any claim as a breach of contract if such failure or omission arises from something reasonably beyond each Party’s control but excluding any industrial dispute relating to either Party (a “Force Majeure Event”). Notwithstanding the foregoing, the Parties shall use reasonable endeavours to continue to perform their respective obligations under the Standard Terms and the Contract for the duration of such Force Majeure Event.
11.1 You shall not assign Your rights under the Contract nor sub-license any licence granted under it.
11.2 We shall be entitled to assign, transfer or novate the benefits and obligations of the Contract or any part thereof to:
- any government body or any other body established by the Crown or under statute;
- in the event of the transfer of all or any of our activities or functions to any other entity, to the entity to which Our functions have been transferred; or
- any private sector body which substantially performs the functions of Us
12.1 Subject to clauses 12.2 and 13 during the Term both You and We agree to maintain as confidential and not to use or disclose to any third party any Confidential Information derived from You and Us without the consent of the other party, except where such use is strictly necessary for the proper performance of the Contract.
12.2 The obligations of confidentiality will not apply to any information which is:
- available to the public other than because of any breach of the Contract;
- when it is supplied, already known to whoever it is disclosed in circumstances in which they are not prevented from disclosing it to others;
- independently obtained by the recipient in circumstances in which they are not prevented from disclosing it to others;
- required to be disclosed by law or by any court or tribunal with proper authority to order its disclosure or by any regulatory body of a party
12.3 The obligations under this provision shall survive for a period of 1 year from the expiration or termination of a Contract.
We are under a duty to comply with the Freedom of Information Act 2000 (“FOIA”) and the Environmental Information Regulations 2004 (“EIR”). It is acknowledged that We may disclose any information in order to comply with any legislation, including the FOIA and EIR or order of court without obtaining Your consent. We will endeavour to contact You to seek Your views to enable Us to comply with such information disclosure requirements.
14. Data protection and use of the supplied data
14.1. Both Parties shall comply with all requirements under the Data Protection Legislation in respect of the Services and the Contract.
14.2 To the extent that the Supplied Data contains personal data, You and We shall comply with all requirements of Data Protection Legislation. You and We are each a separate Controller in respect of such personal data and You and We shall process such personal data in accordance with the terms of this Contract and in accordance with the Data Protection Legislation.
14.3 In relation to any personal data in the Supplied Data, You will notify Us as soon as You receive:
- Data Subject Access Request (or purported Data Subject Access Request);
- a request to rectify, block or erase any such personal data;
- any other request, complaint or communication relating to either Party’s obligations under the Data Protection Legislation;
- any communication from the Information Commissioner or any other regulatory authority in connection with personal data processed under this Contract;
- a request from any third party for disclosure of personal data where compliance with such request is required or purported to be required by Law; or
- if You become aware of a Data Loss Event
14.4 You must not use the Supplied Data for any purpose other than the Permitted Use.
14.5 You will not present out-of-date information received from Us as being current, nor will You present information from Us in any manner which might mislead the user.
14.6 You undertake not to copy, sell, distribute, send or make use of the Supplied Data other than as permitted under the Contract.
14.7 You shall not use the Supplied Data:
- for the purpose of advertising or promoting a particular product or service in a way which could imply endorsement by Us or any other government department;
- for the purpose of direct marketing including contacting registered proprietors to offer goods or services or to make other offers;
- for anything that is contrary to any law or regulation or any regulatory code;
- to represent to the public that You have an arrangement or official partnership with Us;
- in any possible way which could affect the integrity of any register kept by Us;
- in any possible way which damages Our reputation;
- in a matter which is likely to mislead others; or
- in any manner which is not in compliance with English law
15. How we use customer data
We may collect and use information about You:
- in accordance with Our Personal Information Charter where there is Personal Data;
- to allow Us to check Your financial standing;
- to enable Us to ensure that You use the Supplied Data in an appropriate manner;
- for reporting and statistical purposes;
- for any other appropriate purpose or use including sharing, checking and verifying information with other government departments and agencies, law enforcement agencies or other relevant organisations and bodies
16. Intellectual property rights and licensing
16.1 All Intellectual Property Rights in the Supplied Data shall vest in the Crown.
16.2 Intellectual Property Rights developed by either You or Us independently of a Contract shall be owned by the party who so developed them.
16.3 We grant You a non-exclusive, non-transferable, revocable licence to use, copy and adapt the Supplied Data solely for and to the extent of the Permitted Use.
16.4 The licence is immediately revoked if the Contract ends or is terminated for any reason or if there is any infringement by You of the Permitted Use.
16.5 Any loss of revenue or costs (including Our legal costs) attributable to such infringement will be payable by You to Us.
17.1. Except where otherwise provided, notices under the Contract shall be sent in writing and shall either be delivered personally or sent by first class prepaid post or by electronic mail from one party to the other party at the address detailed in the Contract for You and at the address below for Us.
17.2 You are obliged to let Us know in writing (by post or email) of any change to Your name, address or any other details relevant to the Contract.
17.3 We will notify You in writing of any change to Our address for service which shall be effective from the date as stated in the notice. We will also update such change to Our address within the Standard Terms.
17.4 Any notice shall be deemed to be received:
if delivered personally, at the time of delivery;
if sent by pre-paid first class post or other, two Working Days after the date of dispatch;
if sent by e-mail during normal working hours (9am-5pm on a Working Day), then at the time of transmission, and if sent outside normal working hours, then on the next following Working Day
17.5 In proving the service of any notice, it will be sufficient to prove, in the case of a letter sent, that the letter was properly addressed, stamped and placed in the post, and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee at the time of transmission and such e-mail was not returned undelivered.
18.1 No failure or delay by either Party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other right, power or remedy under the Contract.
18.2 Any waiver by either Party of any breach of any of the obligations of the other Party under the Contract or otherwise shall not be a waiver of any continuing breach or of any other breach of any of those obligations.
18.3 A waiver of any right arising from a breach of the Contract shall not constitute a waiver of any right or remedy arising from any other breach of the Contract.
19.1 You accept that it may be necessary for Us to upgrade or change the format of delivery of the Service during the Term. We will endeavour to provide at least one month’s notice of any proposed format change.
19.2 We have the right to vary the Standard Terms and/or Contract from time to time on giving You not less than 3 months’ notice in writing.
If any of the provisions of the Standard Terms and the Contract are invalid, illegal or unenforceable, that will not affect the validity, legality and enforceability of the remaining provisions of Standard Terms and the Contract. Each of the paragraphs and clauses of the Standard Terms and the Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
21. No partnership or agency
21.1 The Standard Terms and the Contract do not grant You any right to use the Service in a way that suggests any official status or that We endorse You or Your use of the Service.
21.2 The Standard Terms and the Contract do not constitute or imply any partnership, joint venture, agency or other relationship between You or Us other than the contractual relationship expressly provided for in the Standard Terms and the Contract. Neither party in the Contract shall have, nor represent that it has, any authority to make commitments on the other party’s behalf.
22. Third party rights
Other than The Keeper of Public Records, a person who is not a party to the Contract has no right as a third party to enforce or enjoy the benefit of any term of the Contract.
23. Governing law and jurisdiction
The Standard Terms and the Contract are governed by the laws of England and Wales, and You and We irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Standard Terms and the Contract or its subject matter and formation.