Appendix A: Licence for National Standards for Youth Justice
1. Definitions
| "Computer" | any electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions |
| "Intellectual Property Rights" | all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions |
| "Licensee" |
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| "Licensor" | the Youth Justice Board For England And Wales (an executive non-departmental public body) of 11 Carteret Street, London, SW1H 9DL |
| "Trade Marks" | all trade marks proprietary to the Licensor including but not limited to the Wiring Up Youth Justice logo, the YJB logo and Youth Connect |
| "WUYJ logo" |  |
| "Youth Connect logo" | any logo embedded in the YJB Material with the dominant element "Youth Connect" |
| "YJB logo" |
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| "YJB Material" | the:
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2. Interpretation |
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| 2.1 | Person The expression "person" means any individual, firm, body corporate, unincorporated association, partnership, government, state or agency of a state or joint venture. |
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| 2.2 | Headings The index and headings to the clauses of this Licence are for convenience only and will not affect its construction or interpretation. |
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| 2.3 | Statutes References to a statute or statutory provision include, unless the context otherwise requires, a reference to that statute or statutory provision as from time to time amended, modified, extended, re-enacted, or consolidated and all statutory instruments, orders, by-laws, directions and notices made pursuant to it whether made before or after the date of this Licence. |
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| 2.4 | Days Any reference to a "day" or a "Business Day" will mean a period of 24 hours running from midnight to midnight. |
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| 2.5 | Writing Any references to "writing" or "written" includes references to any communication effected by post or facsimile which, in the case of communications to the Licensor, should be addressed for the attention of Commercial Manager (Wiring Up Youth Justice) at the address specified above. |
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| 2.6 | Obligations Any obligations on a party not to do or omit to do anything includes an obligation not to allow that thing to be done or omitted by a third party and a party who agrees to do something will be deemed to fulfil that obligation if that party procures that it is done. |
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| 3.1 | The Licensee's only right to use the YJB Material is by virtue of this Licence and the Licensee acknowledges that all Intellectual Property Rights in or relating to the YJB Material and all parts of the YJB Material are and shall remain the exclusive property of the Licensor or in the case of elements of the YJB Material licensed to the Licensor by a third party licensor, the exclusive property of such licensor. | ||
| 3.2 | Without prejudice to clause 4.1, the Licensee further acknowledges that all Intellectual Property Rights in or relating to any improvement, modification or adaptation of the YJB Material arising directly or indirectly from the Licensee using the YJB Material are and shall remain the exclusive property of the Licensor or in the case of elements of the YJB Material licensed to the Licensor by a third party licensor, the exclusive property of such licensor. | ||
| 3.3 | The Licensee acknowledges and agrees that the rights licensed to it pursuant to this Licence are and will remain the property of the Licensor, and the Licensee shall not acquire any title or interest in the same or any goodwill as a result of the Licensee's use of them. The Licensee further acknowledges and agrees that all use of the rights licensed to it pursuant to this Licence shall enure absolutely for the Licensor's benefit. | ||
| 3.4 | The Licensee acknowledges and agrees that the Trade Marks and similar variants are the trade marks of the Licensor and cannot be used without the Licensor's express written permission. | ||
| 3.5 | The Licensee further acknowledges and agrees that it will not: | ||
| 3.5.1 | register or use any Trade Mark or equivalent or any similar variants; or | ||
| 3.5.2 | register or use any of the Intellectual Property Rights owned or licensed by the Licensor in its own right as proprietor. | ||
| 3..6 | The Licensee agrees that it shall not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the YJB Material or any copy of the YJB Material. | ||
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| 4.1 | The Licensor grants to the Licensee a limited, personal, non-exclusive licence to, subject to clause 4.4, download and use the YJB Material solely for internal, non-commercial, non-revenue generating purposes and provided always that the Licensee does not change, alter, amend or modify the YJB Material at any time, including but without limitation by applying any trade marks or other branding to such YJB Material and that the Licensee at all times ensures that the YJB Material is attributed to the Licensor. | ||
| 4.2 | All rights not expressly granted to the Licensee under this Licence are reserved to the Licensor, and the Licensee agrees not to take or permit any action with respect to the YJB Material that is not expressly authorised under this Licence. For the avoidance of doubt, the Licensee has no right to use, incorporate into other products, modify, translate or transfer to any third party the YJB Material or any modification or adaptation of the YJB Material or any part thereof, either in whole or in part, except as expressly provided in this Licence. | ||
| 4.3 | If the Licensee breaches clause 4.2, the licence set out in this clause 4 will automatically terminate. | ||
| 4.4 | The licence set out at clause 4.1 licences use of the YJB Material by the Licensee only. The Licensee may not sub-license, sell, assign, pledge, transfer or otherwise dispose of any of the rights granted to it pursuant to this Licence. For the avoidance of doubt, the Licensee shall not be entitled to pass any copy of the YJB Material (or any part thereof) to any third party. | ||
| 4.5 | Should the Licensee require to make any use of the YJB Material which is outside of the scope of the licence granted to it pursuant to clause 4.1, including, but without limitation, any incorporation of the YJB Material into any software application, any use of the YJB Material in order to connect to the Licensor's technical infrastructure or any commercial use of the YJB Material whatsoever, the Licensee shall apply in writing to the Licensor and request a licence for such use as the Licensee then requires, provided always that the Licensor shall, at its sole discretion, choose whether to enter into negotiations in respect of any such licence. | ||
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| 5.1 | The structure, organisation and content of the YJB Material are the proprietary confidential information of the Licensor and its licensors. The Licensee agrees not to provide or disclose any such confidential information in the YJB Material or derived from it, in whole or in part, to any third party. | ||
| 5.2 | The provisions of clause 5.1 will not apply to any information which is: | ||
| 5.2.1 | lawfully obtained free of any duty of confidentiality (otherwise than directly or indirectly from the Licensor); or | ||
| 5.2.2 | already in the Licensee's possession, provided that Licensee can show such possession from written records (other than as a result of a breach of this clause 5); or | ||
| 5.2.3 | which the Licensee can demonstrate is in the public domain (other than as a result of a breach of this clause 5). | ||
| 5.3 | To the extent that any information is necessarily disclosed pursuant to a statutory or regulatory obligation or court order, such disclosure shall not be a breach of this clause 5. | ||
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| 6.1 | The Licensee shall immediately give notice in writing to the Licensor if it becomes aware of: | ||
| 6.1.1 | any infringement of Intellectual Property Rights in any YJB Material; and | ||
| 6.1.2 | any claim by a third party that the YJB Material infringes the Intellectual Property Rights or other rights of any third party. | ||
| 6.2 | The Licensor shall have the exclusive right to determine whether or not any litigation shall be instituted or other action taken in connection with any infringements of Intellectual Property Rights in the YJB Material. The Licensor shall have sole control over and shall conduct such action as it shall deem necessary at its own cost. | ||
| 6.3 | The Licensee shall, at the Licensor's cost, assist the Licensor as the Licensor may reasonably require to protect the Intellectual Property Rights in the YJB Material provided that such assistance shall not in any event include joining the Licensee as a party to any proceedings. | ||
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| 7.1 | The Licensor warrants that it is entitled to grant a licence of the YJB Material it provides to the Licensee on the terms set out in this Licence. | ||
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| 8.1 | The Licensor does not exclude its liability (if any) to the Licensee: | ||
| 8.1.1 | for personal injury or death resulting from the Licensor's negligence; | ||
| 8.1.2 | for any matter for which it would be illegal for the Licensor to exclude or to attempt to exclude its liability; or | ||
| 8.1.3 | for fraud. | ||
| 8.2 | Except as set out in clauses 7.1, the Licensor makes no express warranties with respect to the YJB Material and the Licensor hereby excludes to the fullest extent permissible in law, all conditions, warranties (including without limitation any warranty that the YJB Material will meet the Licensee's requirements) and stipulations, express (other than those set out in this Licence) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Licensee. | ||
| 8.3 | Except as provided in clauses 7.1 and subject to clause 8.1 the Licensor will be under no liability to the Licensee whatsoever (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of data, loss of savings, depletion of goodwill and like loss) howsoever caused arising out of or in connection with: | ||
| 8.3.1 | the YJB Material including any use made of the YJB Material; | ||
| 8.3.2 | any breach by the Licensor of any of the express or implied terms of this Licence; or | ||
| 8.3.3 | any statement made or not made, or advice given or not given, by or on behalf of the Licensor. | ||
| 8.4 | Subject to clauses 8.1 and without prejudice to clauses 8.2 and 8.3, the Licensor's aggregate liability under this Licence (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or consequential loss (all three of which terms include without limitation of profits, loss of business, depletion of goodwill and like loss) howsoever caused will be limited to £50,000. | ||
| 8.5 | The Licensee acknowledges that the above provisions of this clause 8 are reasonable given that the YJB Material is provided free of charge, and the Licensee will accept such risk and/or insure accordingly. | ||
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| The Licensee agrees that the Licensor shall have the right upon reasonable notice to enter the Licensee's premises to audit any Computer, computer system or electronic media onto which the YJB Material or any copy of the YJB Material has been downloaded in order to verify compliance with this Licence, provided that prior to exercising such right to audit the Licensor shall if required by the Licensee enter into an appropriate and reasonable confidentiality agreement. | |||
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| 10.1 | This Licence shall commence upon the earlier of the Licensee's acceptance of this Licence or the Licensee downloading the YJB Material and shall continue until terminated in accordance with clause 10.2 or otherwise in accordance with this Licence. | ||
| 10.2 | This Licence will terminate automatically if the Licensee fails to comply with any term or condition of this Licence or destroys or voluntarily returns the YJB Material to the Licensor. | ||
| 10.3 | Upon termination of this Licence for any reason whatsoever the Licensee must destroy, and upon request of the Licensor certify the destruction of, all copies of the YJB Material including all components of it in the Licensee's possession. | ||
| 10.4 | The termination of this Licence howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination. | ||
| The clauses in this Licence which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination. This Licence will terminate immediately if the Licensee is in material breach of its obligations pursuant to any other agreement it has with the Licensor, including any managed service agreement or software services agreement. |
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| 11.1 | The formation, existence, construction, performance, validity and all aspects whatsoever of this Licence or of any term of this Licence and any non-contractual obligations, disputes or claims arising out of or in connection with it will be governed by the law of England and Wales. | ||
| 11.2 | Subject to clause 11.3 the courts of England and Wales will have exclusive jurisdiction to settle any disputes including any non-contractual disputes or claims which may arise out of or in connection with this Licence. The parties irrevocably agree to submit to that jurisdiction. | ||
| 11.3 | The agreement contained in clause 11.1 above is included for the benefit of the Licensor. Accordingly the Licensor retains the right to bring proceedings in any other court of competent jurisdiction. The Licensee irrevocably waives any objection to, and agrees to submit to, the jurisdiction of such other courts. | ||
| 11.4 | The Licensee irrevocably agrees that a judgment or order of any court referred to in this clause is conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction. | ||
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| The Licensee acknowledges and agrees that notwithstanding the fact that this Licence is governed by the laws of England and Wales, the Licensee may be subject to additional laws in other jurisdictions with respect to the Licensee's use of the YJB Material. The Licensee will comply with the laws of any jurisdiction that apply to the YJB Material, including without limitation any applicable export laws or regulations. | |||
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| If any clause or part of this Licence is found by any court, tribunal, administrative body or authority of competent jurisdiction to be illegal, invalid or unenforceable then that provision will, to the extent required, be severed from this Licence and will be ineffective without, as far as is possible, modifying any other clause or part of this Licence and this will not affect any other provisions of this Licence which will remain in full force and effect. | |||
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| No failure or delay by any 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. | |||
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| The parties to this Licence do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it. | |||
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| For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Licence. | |||
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| This Licence contains all the terms which the parties have agreed in relation to the subject matter of this Licence and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter. | |||
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| The Licensor reserves the right to revise the terms of this Licence by updating the Licence on its web site, or by notifying the Licensee by post or be e-mail. The Licensee is advised to check this Licence periodically for notices concerning revisions. The Licensee's continued use of the YJB Material shall be deemed to constitute acceptance of any revised terms. | |||
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| The Licensee may not assign the benefit (including any present, future or contingent interest or right to any sums or damages payable by either party under or in connection with this Licence) or delegate the burden of this Licence or hold this Licence on trust for any other person | |||
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| The Licensee will be deemed to have accepted the terms of this Licence by downloading the YJB Material onto any computer. | |||
