Plan Your SFI 2026 Agreement with the JustFarm SFI Planner

Background

Terms and Conditions

Version 2026-05-20 · Effective 20 May 2026

Terms of Service

Last updated: 20 May 2026

These Terms of Service ("Terms") are a legal agreement between you and Black Sheep Technology Ltd (trading as JustFarm), a company registered in England and Wales (company number 12365350), with its registered office at 4 Burlington Mews, Sevenoaks, Kent TN13 1FJ ("JustFarm", "we", "us", or "our").

These Terms govern your access to and use of the JustFarm platform, including our website at justfarm.app, web application at go.justfarm.app, and any associated mobile applications (together, the "Service").

By creating an account or using the Service, you agree to these Terms. If you do not agree, you must not use the Service.

If you are accepting these Terms on behalf of a business or organisation, you confirm that you have the authority to bind that entity to these Terms, and "you" refers to that entity.

1. About the Service

1.1 What JustFarm does

JustFarm is a farm management platform that helps farmers and land agents in England manage their environmental land management (ELM) scheme agreements and plan new ones. The Service covers schemes administered by the Rural Payments Agency (RPA), including the Sustainable Farming Incentive (SFI), Countryside Stewardship (CS), Environmental Stewardship (ES), and Higher Level Stewardship (HLS).

The Service includes, but is not limited to, the following features:

  • Farm mapping — viewing your land parcels, boundaries, and land cover data using information linked to your Single Business Identifier (SBI);
  • Agreement management — uploading, parsing, and mapping your existing ELM scheme agreements onto your farm;
  • Scheme guidance — presenting simplified guidance on the requirements, evidence, and timing for your agreement actions;
  • Compliance tracking — recording evidence, tracking progress against action requirements, and monitoring compliance status across your agreements;
  • Inspection report generation — creating structured evidence reports to support RPA inspections and annual declarations;
  • Scheme planning — exploring available SFI and CS actions, creating indicative plans, and estimating potential payments for new agreements;
  • Virtual Farm Advisor — an AI-powered tool that answers questions about your agreements and scheme rules;
  • Map tools — custom annotations, map layer imports, buffer strip drawing, and printable farm maps; and
  • Team and agent access — inviting team members, contractors, or land agents to view and contribute to your farm records.

1.2 What JustFarm does not do

The Service is a management and planning tool. It does not:

  • submit applications, annual declarations, or any other documents to the RPA or any government body on your behalf;
  • guarantee that you are, or will remain, compliant with any scheme agreement;
  • guarantee that any application will be accepted, or that any payment will be made;
  • constitute professional agricultural, environmental, financial, legal, or tax advice;
  • replace the official scheme guidance published by Defra and the RPA, which you should always read and follow; or
  • independently verify that the evidence you record meets RPA inspection requirements.

You are solely responsible for understanding and meeting the requirements of your agreements, for any applications or declarations you submit to the RPA, and for verifying information with official government sources.

1.3 Third-party scheme rules

ELM scheme rules, payment rates, eligible actions, eligibility criteria, application windows, inspection requirements, and evidence standards are determined by Defra, the RPA, Natural England, Historic England, and other government bodies. These may change at any time, including during the term of an existing agreement and without notice to us. We do not control and are not responsible for decisions, actions, or omissions by any government body, including decisions to reject applications, modify agreements, withhold payments, impose penalties, or close application windows.

1.4 Indicative information

Payment estimates, eligibility assessments, compatibility checks, compliance indicators, and any other outputs generated by the Service are indicative only. They are based on publicly available government guidance at the time of use and on data you have entered. They may not reflect the latest government position, and they do not account for information we do not have access to (such as site-specific conditions, SSSI consents, or the outcomes of RPA inspections). Actual eligibility, compliance, and payments are determined solely by the RPA.

2. AI-Powered Features

2.1 Virtual Farm Advisor and automated tools

The Service includes AI-powered features, including the Virtual Farm Advisor (which answers questions about scheme rules and agreement requirements) and the automated agreement parser (which extracts action and parcel data from uploaded agreement documents).

2.2 Accuracy of AI-generated content

AI-generated responses and outputs may contain errors, omissions, or inaccuracies. The Virtual Farm Advisor provides general information based on published government guidance; it does not have access to your specific agreement terms, site conditions, or any confidential information held by the RPA or other bodies. Its responses do not constitute professional advice.

You should always verify AI-generated information against the official scheme guidance and your own agreement documents before acting on it. If there is any conflict between the Virtual Farm Advisor's response and the official guidance, the official guidance prevails.

2.3 Automated agreement parsing

When you upload agreement documents, our automated tools attempt to extract and map the relevant data (such as action codes, parcel references, and areas). This process may produce errors. You are responsible for reviewing the parsed data and correcting any inaccuracies before relying on it.

3. Compliance Features

3.1 Evidence recording and progress tracking

The Service allows you to record evidence (including photographs, notes, and documents) against your agreement actions and to track your progress toward meeting evidence requirements. The compliance status and progress indicators displayed in the Service are based solely on what you and your team members have recorded. They do not represent an independent assessment of your compliance.

A "complete" or "green" status means you have recorded evidence against the listed requirements — it does not mean the RPA will consider you compliant at inspection. The RPA may require evidence that is not captured by our tracking system, or may assess the quality and sufficiency of your evidence differently.

3.2 Inspection reports

The Service can generate structured evidence reports to support RPA inspections and annual declarations. These reports are formatted based on our understanding of current RPA requirements. The RPA may change its requirements, formats, or expectations at any time. We do not guarantee that any report generated by the Service will be accepted or deemed sufficient by the RPA.

3.3 Scheme guidance

The Service presents simplified guidance on the requirements for each action in your agreements. This guidance is derived from the official government action pages and scheme information published on gov.uk. While we take reasonable care to keep this guidance accurate and up to date, it is a summary and may not capture every nuance or condition in the official text. You should always refer to the official guidance for the definitive requirements.

4. Your Account

4.1 Registration

To use the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date.

4.2 Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at contact@justfarm.app if you become aware of any unauthorised use of your account.

4.3 Farm accounts and SBI data

When you create a farm on the Service using your SBI number, we retrieve your land parcel data from the RPA. You confirm that you have management control of the farm associated with that SBI, or that you have been authorised by the person with management control to access and use that data through the Service.

4.4 Team access

You may invite other people (such as farm staff, contractors, or advisors) to access your farm on the Service. You are responsible for managing their access permissions and for any actions they take on your account. You can revoke access at any time.

4.5 Land agent and multi-farm accounts

If you are a land agent, agronomist, or consultant managing multiple farms on behalf of clients, you confirm that you have each client's authorisation to access and use their farm data through the Service. You are responsible for ensuring that access to each client's data is appropriately restricted to authorised personnel. When a client relationship ends, you must promptly remove access to that client's farm data.

If you self-identify as an agent or agronymist, you will be asked to provide business contact details (business name, registered address, business email, and business phone number). You acknowledge that these details may be shared with the Rural Payments Agency and Ordnance Survey on request, as required under the OS Public Sector End User Licence (Appendix A).

4.6 Age requirement

You must be at least 18 years old to use the Service.

5. Subscriptions and Payment

5.1 Free and paid plans

Some features of the Service are available free of charge ("Basic" plan). Other features require a paid subscription ("Pro" plan or above). Details of available plans and their pricing are set out on our website and within the Service.

5.2 Billing

If you subscribe to a paid plan, you agree to pay the applicable fees. We use Stripe to process payments. All fees are stated in pounds sterling (GBP) and are exclusive of VAT unless otherwise stated. VAT will be added where required by law.

5.3 Subscription period and renewal

Paid subscriptions run for the period stated at the time of purchase (monthly or annually). Unless you cancel before the end of your current billing period, your subscription will automatically renew for successive periods of the same length at the then-current price.

5.4 Per-farm billing

Where your plan includes per-farm charges (for example, for land agent accounts), you will be billed for each farm added to your account in accordance with the pricing terms displayed at the time the farm is added.

5.5 Price changes

We may change our prices from time to time. If we change the price of your subscription, we will give you at least 30 days' notice before the change takes effect. If you do not agree to the new price, you may cancel your subscription before the new price applies.

5.6 Cancellation

You can cancel your subscription at any time through your account settings or by contacting us at contact@justfarm.app. Cancellation takes effect at the end of your current billing period. You will continue to have access to paid features until then.

5.7 Refunds

We do not generally offer refunds for subscription fees already paid. However, if you believe you have been charged in error, please contact us at contact@justfarm.app and we will review your case.

6. Your Data

6.1 Ownership

You retain ownership of all data you upload to or create within the Service, including farm plans, agreement records, evidence files, annotations, notes, and any other content you provide ("Your Data").

6.2 Licence to us

You grant us a non-exclusive, worldwide licence to use, store, process, and display Your Data solely for the purpose of providing, maintaining, and improving the Service. This licence continues for as long as Your Data is stored on the Service and ends when you delete Your Data or your account is closed, subject to our backup and retention schedules.

6.3 Third-party data

The Service incorporates data from the Rural Payments Agency (RPA), Natural England, Historic England, and other third-party sources. The data we obtain via the RPA's REST API — including land parcel, land cover, and hedge control data — is derived from Ordnance Survey MasterMap and is supplied to you under the Ordnance Survey Public Sector End User Licence (the "OS EUL"), the full text of which is reproduced in Appendix A to these Terms. By accepting these Terms you accept and agree to be bound by the OS EUL as the End User identified in it.

Data from Natural England, Historic England, and other UK government bodies is generally supplied under the Open Government Licence v3.0; data from other named providers is supplied under the terms identified in our published data attributions list. We do not warrant the accuracy, completeness, or timeliness of any third-party data. You acknowledge that land parcel data, boundaries, land cover classifications, and scheme agreement information originate from the RPA and other sources and may contain errors or be out of date.

6.4 Evidence storage

We store the evidence files (photographs, documents, and notes) you upload to the Service on secure cloud infrastructure. While we take reasonable precautions to protect Your Data, including regular backups, no storage system is completely immune to data loss. You are responsible for maintaining your own copies of any evidence or records that are important to you, particularly evidence required for RPA inspections.

6.5 Backups

We perform regular backups of data stored on the Service. However, we cannot guarantee that all data can be recovered in every circumstance. You should keep independent copies of critical records, especially original agreement documents and inspection evidence.

7. Acceptable Use

7.1 Permitted use

You may use the Service only for its intended purpose: managing environmental land management scheme agreements, recording compliance evidence, and planning scheme applications for farms in England.

7.2 Prohibited conduct

You must not:

  • use the Service for any unlawful purpose or in violation of any applicable law or regulation;
  • attempt to gain unauthorised access to the Service, other users' accounts, or any systems or networks connected to the Service;
  • access farm data for any SBI for which you do not have management control or authorisation;
  • use automated scripts, bots, scrapers, or similar tools to access or extract data from the Service, except through any API we may make available for that purpose;
  • interfere with or disrupt the integrity or performance of the Service;
  • reverse engineer, decompile, or disassemble any part of the Service, except to the extent permitted by applicable law;
  • use the Service to build a competing product or service;
  • share your account credentials with any third party, or allow any third party to access the Service through your account, except as expressly permitted by your plan (for example, through the team invites feature);
  • misrepresent inspection reports generated by the Service as having been verified, approved, or endorsed by the RPA;
  • upload any content that is harmful, offensive, or infringes the rights of any third party;
  • copy, sub-licence, redistribute, sell, lease, loan, or otherwise make available to any third party any RPA-supplied or OS MasterMap-derived data, except as expressly permitted by these Terms and the OS EUL (Appendix A);
  • alter or remove any Ordnance Survey copyright, database right, or trade mark notices, watermarks, or licence numbers that appear in or on any data, map, printout, or report generated by the Service; or
  • use any RPA-supplied or OS MasterMap-derived data for any purpose other than (i) managing your own farm business, or (ii) where you are an agent or agronomist acting on behalf of farmer clients, managing your clients' farm businesses — in each case in connection with their interactions with the Rural Payments Agency.

7.3 Enforcement

We may suspend or terminate your access to the Service if we reasonably believe you have breached these Terms. Where practicable, we will give you notice and an opportunity to remedy the breach before taking action, unless the breach is serious or poses an immediate risk.

8. Intellectual Property

8.1 Our rights

The Service, including its design, code, features, documentation, guidance content, and all content we create (excluding Your Data), is owned by us or our licensors and is protected by copyright, trademark, and other intellectual property laws. Nothing in these Terms transfers any ownership of our intellectual property to you.

8.2 Your licence to use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business or personal use during your subscription period. This includes the right to use our mobile application on devices you own or control.

8.3 Printouts and reports

You may print, download, and use maps, guidance printouts, and inspection reports generated by the Service for the purpose of managing your own farm or your clients' farms in connection with the schemes administered by the Rural Payments Agency.

You may share such outputs with the Rural Payments Agency and with your own professional advisors strictly in connection with that purpose. You may not sell, redistribute, publish, post on social media, or otherwise make such outputs available to any other third party, except as expressly permitted by the OS EUL (Appendix A) or with our prior written consent.

Where any map or report contains RPA-supplied or OS MasterMap-derived data, you must preserve all Ordnance Survey copyright notices that appear on that output.

8.4 Feedback

If you provide us with feedback, suggestions, or ideas about the Service, we may use them without restriction or obligation to you. This does not affect your ownership of any intellectual property in Your Data.

9. Disclaimer of Warranties

9.1 Service provided "as is"

The Service is provided on an "as is" and "as available" basis. To the extent permitted by law, we disclaim all warranties and conditions, whether express, implied, or statutory, including any implied warranties of satisfactory quality, fitness for a particular purpose, and reasonable care and skill.

9.2 No guarantee of accuracy

While we take reasonable care to ensure that the information in the Service reflects currently published government guidance, we do not warrant that such information is complete, accurate, or up to date at all times. Government scheme rules change frequently and may be updated without notice to us. You should not rely on the Service as your sole source of information when making decisions about scheme applications, compliance, or land management.

9.3 No guarantee of compliance

The Service helps you track and manage your compliance, but it does not guarantee that you are compliant with your agreements. Compliance depends on factors outside our control, including the quality and sufficiency of the evidence you record, site-specific conditions, and the RPA's assessment at inspection.

9.4 No guarantee of availability

We do not guarantee that the Service will be uninterrupted, secure, or free from errors or defects. We may need to carry out maintenance, updates, or changes that temporarily affect availability.

10. Limitation of Liability

10.1 Liabilities we do not exclude

Nothing in these Terms excludes or limits our liability for:

  • death or personal injury caused by our negligence;
  • fraud or fraudulent misrepresentation; or
  • any liability that cannot be excluded or limited under the laws of England and Wales, including under the Consumer Rights Act 2015.

10.2 Excluded losses

Subject to clause 10.1, we shall not be liable to you for any:

  • loss of income, revenue, profits, anticipated savings, or business opportunity;
  • loss arising from the rejection, delay, or modification of any scheme application or annual declaration by the RPA or any government body;
  • loss arising from penalties, payment reductions, or agreement terminations imposed by the RPA following an inspection, whether or not you used the Service to record evidence or generate inspection reports;
  • loss arising from changes to scheme rules, payment rates, eligibility criteria, evidence requirements, or available actions made by Defra, the RPA, or any government body;
  • loss arising from the closure of application windows or the exhaustion of scheme budgets;
  • loss arising from inaccuracies or omissions in third-party data, including RPA land data, Ordnance Survey mapping, Natural England designations, or Historic England records;
  • loss arising from inaccuracies in AI-generated content, including responses from the Virtual Farm Advisor or data extracted by the automated agreement parser;
  • loss of data, except to the extent directly caused by our failure to take the reasonable backup measures described in clause 6.5; or
  • any indirect or consequential loss of any kind;

in each case whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, even if such loss was foreseeable.

10.3 Aggregate liability cap

Subject to clause 10.1, our total aggregate liability to you in respect of all claims arising under or in connection with these Terms shall not exceed the greater of:

  • the total fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim; or
  • one hundred pounds (£100).

10.4 Reasonableness

Each of the limitations and exclusions in this clause 10 is to be construed separately. If any part of this clause is found to be unenforceable, the remaining parts shall continue to apply.

You acknowledge that the fees charged for the Service reflect the allocation of risk set out in these Terms, and that we would not be able to offer the Service at its current price without these limitations.

11. Indemnity

If you are a business user, you agree to indemnify and hold harmless JustFarm, the Rural Payments Agency, and Ordnance Survey, and to keep each of us indemnified, against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

  • your breach of these Terms or the OS EUL (Appendix A);
  • your use of the Service, or of RPA-supplied or OS MasterMap-derived data, in a manner not authorised by these Terms or the OS EUL;
  • your submission of inaccurate data to the RPA or other government bodies, whether or not such data originated from the Service; or
  • any claim by a third party (including your clients, if you are an agent or agronomist) arising from your use of the Service.

This clause does not apply to individual consumers, save that the indemnity in respect of the OS EUL applies to all users to the extent required by the OS EUL itself.

12. Term and Termination

12.1 Duration

These Terms apply from the date you create an account and continue until your account is closed.

12.2 Termination by you

You may close your account at any time by contacting us at contact@justfarm.app or through your account settings. If you have a paid subscription, cancellation takes effect at the end of your current billing period.

12.3 Termination by us

We may suspend or terminate your account immediately if:

  • you commit a material breach of these Terms and (where the breach is capable of remedy) fail to remedy it within 14 days of us notifying you;
  • you commit a material breach that is not capable of remedy;
  • you fail to pay any fees when due; or
  • we are required to do so by law.

We may also discontinue the Service entirely by giving you at least 90 days' written notice. In that case, we will provide a pro-rata refund of any prepaid subscription fees for the unused portion of your subscription.

12.4 Effect of termination

On termination of your account:

  • your right to access and use the Service ends immediately (or at the end of your billing period, if you cancelled);
  • we will make Your Data available for export for a reasonable period (at least 30 days) after termination, unless termination was for serious breach; and
  • after the export period, we may delete Your Data in accordance with our data retention policies.

Clauses that by their nature should survive termination (including clauses 6, 8, 9, 10, 11, 12.5, 15, 16, and Appendix A) will continue to apply.

12.5 OS-derived data on termination

On termination or expiry of these Terms, or if the upstream agreement under which the RPA supplies us with OS MasterMap-derived data terminates or expires for any reason:

  • your right to use any RPA-supplied or OS MasterMap-derived data under these Terms ceases with immediate effect;
  • within 30 days of termination, you must destroy all copies of RPA-supplied or OS MasterMap-derived data that you hold or are responsible for, including any copies embedded in any other material; and
  • on written request by us, the Rural Payments Agency, or Ordnance Survey, you will provide a written statement, signed by a duly authorised person, confirming that you have done so.

This obligation survives termination of these Terms.

13. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after the changes take effect constitutes your acceptance of the updated Terms. If you do not agree with the changes, you may close your account before they take effect.

We may also be required to update Appendix A with immediate effect where Ordnance Survey varies the terms of the underlying OS EUL pursuant to clause 8.1 of that licence.

14. Privacy

Our use of your personal data is governed by our Privacy Policy. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

15. General

15.1 Governing law

These Terms are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any disputes arising under these Terms, except that if you are a consumer, you may bring proceedings in the courts of the country in which you are resident.

15.2 Entire agreement

These Terms, together with our Privacy Policy, Appendix A, and any order or subscription confirmation we provide, constitute the entire agreement between you and us in relation to the Service. They supersede all previous agreements, understandings, and arrangements between us, whether written or oral.

15.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If it cannot be modified, it shall be severed and the remaining provisions shall continue in full force and effect.

15.4 No waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. A waiver of any term shall only be effective if it is in writing and signed by us.

15.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided the successor agrees to be bound by these Terms.

15.6 Force majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond our reasonable control, including (without limitation) acts of government, changes to government scheme rules or funding, natural disasters, pandemics, internet or telecommunications failures, power outages, or industrial action.

15.7 Third-party rights

Except as set out in this clause 15.7, these Terms do not confer any rights on any person or party other than you and us under the Contracts (Rights of Third Parties) Act 1999.

However, the Rural Payments Agency and Ordnance Survey shall each be entitled to enforce directly against you any term of these Terms that derives from or implements the OS EUL (Appendix A), including without limitation clauses 6.3, 7.2 (in respect of OS-derived data), 8.3, 11, 12.5, 16, and Appendix A itself, in each case pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.8 Notices

Any notice to us should be sent by email to contact@justfarm.app. We may give notice to you at the email address associated with your account. Email notices are deemed received on the business day after sending.

16. Audit and Record-Keeping (OS-derived data)

Where you use RPA-supplied or OS MasterMap-derived data under these Terms, you must, for the duration of your account and for seven (7) years following its closure:

  • maintain accurate and complete records of your use of such data;
  • on reasonable prior notice from us, the Rural Payments Agency, or Ordnance Survey, allow us or them or their nominated representatives access during business hours to inspect and audit your systems, operations and supporting records to verify your compliance with these Terms and the OS EUL, and take copies of any necessary records, in each case at your expense; and
  • comply with any reasonable measures stipulated by Ordnance Survey or the Rural Payments Agency as a result of any such audit.

Where you are an agent or agronomist (user type 3 under the OS EUL), you confirm that the business contact details we hold for you may be shared with the Rural Payments Agency and Ordnance Survey on request in connection with the OS EUL.

17. Contact Us

If you have any questions about these Terms, please contact us at:

Black Sheep Technology Ltd (trading as JustFarm) Email: contact@justfarm.app Registered office: 4 Burlington Mews, Sevenoaks, Kent TN13 1FJ

This Public Sector End User Licence (End User Licence) is made between:

  • The public body that has made Supplied Data available to the End User on the terms of this End User Licence (Licensor); and
  • Customer of the Rural Payments Agency with land registered on the Rural Land Register, or an agent acting on their behalf (End User).

Background:

A. The Licensor and OS have entered into a licence agreement under which the Licensor is licensed to receive and use Supplied Data (as defined below) by OS.

B. When licensing the Supplied Data to the End User the licence agreement between the Licensor and OS requires the Licensor to license the Supplied Data to you on the terms of this End User Licence.

This End User Licence will take effect on click acceptance by the End User.

1. Definitions & Interpretations

Expression Meaning Commercial Activity means any activity which involves or is intended to involve Financial Gain. Competing Activity means an activity that OS or the Licensor notifies to the End User as being a Competing Activity from time to time. Core Business means any of the Licensor's public sector activity, excluding any Commercial Activity and Competing Activity. Financial Gain means any revenue or credit received which exceeds the incremental costs of supplying or making available to a recipient any copy of any Supplied Data. Financial Gain does not include any receipts from Statutory Charges. End User means you, the recipient of the Supplied Data, as defined above. End User Purpose means the End User using the data to respond to, or interact with the Licensor to deliver or support the delivery of the Licensor's Core Business. IPR means intellectual property rights, including but not limited to copyright, patent, trade mark, design right, database rights, trade secrets, know how, rights of confidence and all other similar rights anywhere in the world whether or not registered and including but not limited to applications for registration of any of them. OS means Ordnance Survey Limited, a company registered in England and Wales (company registration number 09121572) whose registered address is at Explorer House, Adanac Drive, Southampton, SO16 0AS. Statutory Charge means charges which the Licensor or End User is expressly permitted to charge pursuant to a formal written enactment of a legislative authority that governs the United Kingdom of Great Britain and Northern Ireland, Scotland, Wales, and/or Northern Ireland to which the Licensor or End User is subject. Supplied Data means the data received by the Licensor from OS and provided by the Licensor to the End User under the terms of this End User Licence. Term means the period from and including the date on which this End User Licence is accepted by the End User to the earlier of the date on which the End User Purpose is fulfilled or the date on which this End User Licence is terminated in accordance with its terms. Working Day means any day other than a Saturday, Sunday or public holiday in England, Wales, Scotland or Northern Ireland.

2. Licence

2.1 In consideration of the mutual promises described in this End User Licence the Licensor grants to the End User a non-exclusive, non-transferable licence (revocable pursuant to the terms of this End User Licence) to use Supplied Data for the End User Purpose for the Term.

2.2 This Licence is limited specifically to the rights granted in Clause 2.1 and subject to the obligations set out in the remainder of this Licence, in particular the End User's obligations set out in Clause 3. This Licence allows the End User personally (not any affiliated body or group) to use Supplied Data only to the extent required for the End User Purpose, but does not allow the End User to use Supplied Data for any Competing Activity.

3. End User's Obligations

3.1 The End User shall use the Supplied Data exclusively for the End User Purpose and for no other purpose.

3.2 The End User shall:

  • (a) ensure that the Supplied Data is used only to achieve the End User Purpose, subject always to the End User's other obligations in this End User Licence;
  • (b) ensure that it does not use the Supplied Data for any Competing Activity;
  • (c) not use Supplied Data for any illegal, deceptive, misleading or unethical purpose or otherwise in any manner which may be detrimental to the reputation of Supplied Data or any person;
  • (d) use its best endeavours to use adequate technological and security measures OS or the Licensor may reasonably recommend from time to time, to ensure that all Supplied Data which the End User holds or is responsible for are secure from unauthorised use or access;
  • (e) notify the Licensor and/or OS as soon as it suspects any infringement of OS's or the Licensor's IPR and give the Licensor and OS all reasonably required assistance in pursuing any potential infringement or remedying any unauthorised use; and
  • (f) not alter or remove any of the OS copyright / database right notices, watermarks and/or licence numbers which are shown on the Supplied Data.

3.3 This End User Licence does not give the End User the right to sub-license, distribute, sell or otherwise make available the Supplied Data to third parties save where expressly permitted in writing by the Licensor and OS.

3.4 The Licensor reserves the right to charge the End User, and the End User shall pay within 30 days of receipt of invoice, a reasonable amount (to be determined in the Licensor's reasonable discretion) for the supply of the Supplied Data.

4. Termination

4.1 This End User Licence shall continue during the Term unless terminated:

  • (a) by either party terminating this End User Licence with immediate effect at any time by giving notice to the other party in writing; or
  • (b) by the Licensor, with immediate effect, where the End User is in breach of any of the terms of this End User Licence.

4.2 The End User acknowledges that the Licensor will terminate this End User Licence in the event that the Licensor's licence with OS is terminated or expires.

4.3 In the event of termination or expiry of this End User Licence, the End User shall within 30 days of such termination or expiry destroy (or at OS's or the Licensor's option return) all the Supplied Data in any media which it holds or for which it is responsible (including but not limited to any Supplied Data embedded in any other material) and provide, at OS's or the Licensor's request, a sworn statement by a duly authorised person that it no longer holds any Supplied Data.

4.4 Those Clauses intended to survive termination or expiry (including, without limitation, Clauses 1, 3.2(d) and (e), 4.3, 4.4, 5, 6, 7, 8, 9, 11, 12 and 13) shall continue in full force and effect notwithstanding such termination or expiry.

5. Limitation

5.1 Subject to Clause 5.2, nothing in this Licence shall make the Licensor liable in contract, tort (including without limitation negligence, pre-contractual or other representations) or otherwise arising out of or in connection with this Licence for:

  • (a) any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings);
  • (b) any loss of goodwill or reputation;
  • (c) any special, indirect or consequential losses in any case whether or not such losses were within the contemplation of the parties at the date of this Licence.

5.2 Nothing in this Licence shall exclude or limit liability of a party for death or personal injury resulting from the negligence of that party or its servants, agents or employees or for fraudulent misrepresentation.

5.3 The Licensor and OS exclude to the fullest extent permissible by law all express or implied warranties.

6. Indemnity

6.1 The End User shall indemnify and keep indemnified the Licensor and/or OS against all their liabilities and losses and all demands, liabilities, claims made, or proceedings brought, against the Licensor and/or OS in respect of any loss or damage and against all costs and expenses reasonably incurred in dealing with or in settling such demands, liabilities, claims or proceedings arising from the acts, omissions or defaults of the End User relating to this Licence or from the breach of any provision of this Licence by the End User except to the extent that any such liability is directly attributable to any negligent act of the Licensor.

6.2 The Licensor shall use reasonable endeavours to notify the End User as soon as practicable of any demand or claim made, or proceedings brought against the Licensor in respect of any relevant loss or damage.

7. Confidentiality

7.1 The Licensor and the End User acknowledge and agree that:

  • (a) the Supplied Data;
  • (b) the terms of this End User Licence; and
  • (c) any information that is marked or identified as confidential, or that would reasonably be considered to be confidential in nature, that relates to the affairs of a party,

(together, Confidential Information) is the confidential information of both the Licensor and OS.

7.2 With regards to the Confidential Information, the End User shall:

  • (a) keep the Confidential Information secure, and not disclose it to any third party without the express prior written consent of both the Licensor and OS; and
  • (b) notify the Licensor without delay of any unauthorised use, copying or disclosure of the other's Confidential Information of which it becomes aware and provide all reasonable assistance to the other to stop such unauthorised use, copying and/or disclosure.

8. Variation

8.1 The Licensor shall be entitled to vary this End User Licence with immediate effect by giving notice in writing to the End User.

9. Auditing

9.1 Upon OS's or the Licensor's written request, the End User shall provide written evidence of compliance with its obligations under this End User Licence.

9.2 The End User shall for the Term and for a period of seven (7) years following expiry or termination of this End User Licence:

  • (a) maintain accurate and complete records of its use of the Supplied Data;
  • (b) allow the Licensor and/or OS and/or their respective nominated representatives the right on reasonable notice during business hours to enter the End User's premises and to inspect and audit its systems, operations and all supporting documentation to ensure the End User's compliance with this End User Licence and to take copies of any necessary records and the End User shall, at its expense, make appropriate employees and facilities available to provide OS and/or the Licensor with all reasonable assistance to enable such inspection, auditing and copying to take place; and
  • (c) comply with reasonable measures stipulated by OS or the Licensor as a result of any audit.

10. Assignment, Subcontracting and Sublicensing

10.1 Except as agreed in writing by OS, neither party is entitled to assign, license, transfer or novate any of their rights and/or obligations under this End User Licence.

11. Third Party Rights

11.1 Subject to Clause 11.2, a person who is not a party to this End User Licence has no right under the Contracts (Rights of Third Parties) Act 1999 or the Contracts (Third Party Rights)(Scotland) Act 2017 (as applicable) to enforce or enjoy the benefit of any term of this End User Licence.

11.2 OS shall be entitled to the benefit of the terms of this End User Licence and the rights to enforce such terms under the Contracts (Rights of Third Parties) Act 1999 or the Contracts (Third Party Rights)(Scotland) Act 2017 (as applicable).

12. Waiver

12.1 The waiver on a particular occasion by either party of rights under this End User Licence does not imply that other rights will be waived. No delay in exercising any right under this End User Licence shall constitute a waiver of such right.

13. Governing Law and Jurisdiction

13.1 This End User Licence is governed by the law of England and Wales and both parties submit to the exclusive jurisdiction of the English courts.

Public Sector End User Licence v1.0, April 2020. Source: https://environment.data.gov.uk/rpa/OS_EUL_V2.pdf