LICENCE AGREEMENT ("LICENCE AGREEMENT") FOR THE USE OF THE INTERNATIONAL STATISTICAL CLASSIFICATION OF DISEASES AND RELATED HEALTH PROBLEMS TENTH REVISION
IMPORTANT NOTICE - PLEASE READ THE FOLLOWING CAREFULLY

This Licence Agreement is a legal agreement between you and the Secretary of State for Health, acting by way of Health and Social Care Information Centre (the "Secretary of State") in respect of the ICD-10 Codes and Titles and Metadata, ICD-10 eViewer, ICD-10 Tables of Coding Equivalences and ICD-10 Cross-mapping files (together the "Products").
THE TERMS AND CONDITIONS OF THIS LICENCE AGREEMENT SHOULD BE READ CAREFULLY BEFORE DOWNLOADING THE PRODUCTS. BY DOWNLOADING THE PRODUCTS FROM THIS WEBSITE OR OTHERWISE ACCESSING, USING OR TAKING RECEIPT OF THE PRODUCTS OR BY EXERCISING ANY OF YOUR RIGHTS UNDER THIS LICENCE AGREEMENT YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENCE AGREEMENT.

Whereas:

The World Health Organisation (hereinafter referred to as "WHO") has developed the International Statistical Classification of Diseases and Related Health Problems Tenth Revision which, together with any associated information, documentation, additions and modifications and updating material thereto as at the date this Licence Agreement is entered into, shall be hereinafter called "ICD-10".

WHO is the copyright holder of ICD-10 and has granted to the Secretary of State a non-exclusive licence to review, abstract, quote and reproduce ICD-10 and to store ICD-10 in retrieval systems and transmit ICD-10 data by electronic, mechanical and other means for United Kingdom government purposes provided that WHO is acknowledged as the source.

WHO has further granted to the Secretary of State authority to grant non-exclusive sub-licences for United Kingdom government purposes to its suppliers in the United Kingdom, provided that WHO's copyright is appropriately acknowledged in accordance with the terms of this Licence Agreement.

You desire to obtain a licence from the Secretary of State to use the Products for United Kingdom government purposes for use with your internal computer systems and/or in products approved by the Secretary of State and distributed in the United Kingdom only.

The Secretary of State has agreed to grant a non-exclusive, revocable and limited sub-licence to you to use the Products subject to the terms and conditions set out below.

1. LICENCE
(i) In consideration of the performance of your obligations herein mentioned, the Secretary of State, acting under the terms of the non-exclusive licence granted by the WHO, hereby grants you a non-exclusive, revocable and limited sub-licence to use the Products in the United Kingdom, on the terms and conditions set out below.
(ii) For the purpose of this Licence Agreement, references to the Products shall be deemed to include references to any Updates and New Versions (as defined in Clause 7 below).
(iii) You may incorporate the Products into your products and distribute the same in the United Kingdom only to recipients within the UK public sector in connection with government activities or other related purposes, following approval of the same by the Secretary of State. You have no right to sub-licence the Products or to use the Products for the purpose of promoting commercial products or services to the public.
(iv) You shall not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Products nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Products with another software program, and provided that the information obtained by you during such activities:
(a) is used only for the purpose of achieving inter-operability of the Products with another software program (in accordance with the restrictions imposed by Clause 3);
(b) is not disclosed or communicated without the Secretary of State's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(c) is not used to create any product which is substantially similar to the Products.
(v) You shall ensure that all data set out in ICD-10 and the Products is reproduced accurately in your product and that the original relationship between the codes and the code descriptions and the values (e.g. age, sex) relating to the codes and code description and mappings from terminologies to ICD-10 is preserved.
(vi) You acknowledge that the Secretary of State is required to provide certain information to the WHO on an annual basis regarding your use of the Products, number of ICD-10 eViewer users and such information may consist of (without limitation) your name, contact details and a copy of this Licence Agreement.

2. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
(i) You acknowledge that all copyright, patent and other Intellectual Property Rights (as defined below) in ICD-10 throughout the world shall remain the sole property of WHO, that the rights in the Products are licensed (and not transferred) to you by the Secretary of State and that you have no rights in, or to, ICD-10 or the Products other than the right to use the Products in accordance with this Licence Agreement. You further acknowledge that WHO reserves the right to sell or license ICD-10 to any other party or parties.
(ii) You shall at all times ensure that WHO is acknowledged with the full bibliographical reference to ICD-10, Vols 1-3, as set out below, in any printed materials or electronic documentation accompanying the Product, and in abbreviated form in the Product as follows:
Full form: ICD-10 codes, terms and text used by permission of WHO, from: International Statistical Classification of Diseases and Related Health Problems, Tenth Revision (ICD-10). Vols 1-3. Geneva, World Health Organization, 1992-2016
Abbreviated form: ICD-10 codes, terms and text © World Health Organization, 1992-2016
iii) You shall, where requested by the Secretary of State and/or the WHO and at your own cost, execute all necessary documents and take all such other steps as are required by the Secretary of State and/or the WHO to give effect to this Clause 2.
(iv) For the purposes of this Clause 2, 'Intellectual Property Rights' shall mean all patents, trade marks and service marks, design rights, database rights, copyright, know-how, trade or business names, rights in the nature of unfair competition rights and rights to sue for passing off and other similar rights or obligations (whether registerable or not), and all registrations or applications to register any of the aforesaid items or rights in the nature of any of the aforesaid items in any country or jurisdiction.

3. MODIFICATIONS
You shall not, without the prior consent of WHO and the Secretary of State, be entitled to make any amendments or alterations to, or modifications of, the whole or any part of the Products in any way (hereinafter referred to as "Amendments", which shall include but not be limited to updating, adapting, translating, improving or innovating the Products) or to permit the whole or any part of the Products (whether in their original or in any enhanced or varied form) to be combined with, or become incorporated in, any other software, other than the inclusion of the Products' codes, terms and text in training materials, tables of equivalent codes and validation files made available by WHO and/or the Secretary of State for United Kingdom government purposes only. Any Amendments made by you (whether or not with consent) shall vest in the WHO (where such Amendments relate to ICD-10) or the Secretary of State (where such Amendments relate to the products excluding ICD-10) and the provisions of Clause 2(iii) shall apply in respect of the Amendments.

4. WARRANTIES
(i) You warrant that you have full capacity and authority to enter into and to perform this Licence Agreement and that this Licence Agreement is executed by a duly authorised representative of your organisation.
(ii) You acknowledge that the Products have not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Products fully meet your requirements.

5. SECURITY
You shall:

(i) not dispose of in any way whatsoever, or in any shape or form, the specification or parts of the Products; and
(ii) be responsible for the safety, care and protection of the Products and any part or parts thereof; and
(iii) effect and maintain adequate security measures to safeguard the Products from theft, or access by any person other than your servants, employees, agents, or approved licensees or servants of the same; and
(iv) take all reasonable precautions to maintain the confidentiality and integrity of the Products and shall not disclose or permit disclosure of the Products without the prior written consent of the Secretary of State, save as permitted by this Licence Agreement; and
(v) together with your employees (including those who subsequently become former employees), agents and servants, take all reasonable steps not to divulge or communicate to any person, firm or company, any confidential information pertaining to the business of the Secretary of State and/or WHO, or their employees, patients and clients however acquired, save as may be permitted by this Licence Agreement; and
(vi) instruct all your employees, agents and servants having access to the Products to comply with the requirements of this Licence Agreement.

6. DEFECTS

You shall give written notice to the Secretary of State of any defect in the Products, or in any problem in the use of the Products, within three months of discovery by you of the same.

7. NEW VERSIONS

You acknowledge that the Secretary of State may need to alter the Products from time to time. This may be to correct minor errors within the Products ("Updates") and/or to create a more up to date version of the Products ("New Version"). The Secretary of State will notify you of any Updates or New Versions which are created from time-to-time. You undertake to replace the current version of the Products with any Updates or New Versions made available by the Secretary of State under the terms of this Licence Agreement immediately on receipt of such version or release.

8. LIABILITY AND INDEMNITY
(i) Nothing in this Licence Agreement shall exclude or limit your liability, or the liability of the Secretary of State, for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation.
(ii) Subject to Clause 8.1, the Secretary of State shall not be liable to you in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or the Secretary of State was advised of the possibility of them in advance:

* loss of, damage to or corruption of data;
* economic loss;
* loss of actual or anticipated profits;
* loss of business revenue;
* loss of anticipated savings;
* loss of business;
* loss of opportunity;
* loss of goodwill; or
* any indirect, special or consequential loss or damage howsoever caused.

(iii) Subject to Clause 8.1, the Secretary of State's maximum aggregate liability in contract, tort (including negligence or breach of statutory duty) or otherwise for any default (or series of related events of default) hereunder shall be limited to damages which in no event shall exceed one thousand Pounds (£1,000).
(iv) You shall indemnify and keep indemnified the Secretary of State and her officers, servants and agents against any and all costs, charges, expenses and liabilities (including but not limited to legal fees) incurred by, or agreed to be paid by you, arising from or in connection with your use of the Products.
(v) This Licence Agreement sets out the full extent of the Secretary of State and the WHO's obligations and liabilities in respect of the supply of the Products. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Secretary of State or the WHO except as specifically stated in this Licence Agreement. Any condition, warranty, representation or other term concerning the supply of the Products which might otherwise be implied into, or incorporated in, this Licence Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law. For the avoidance of doubt, WHO shall not be liable to you for any reason whatsoever.
(vi) The parties expressly agree that should any limitation or provision contained in this Clause 8 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in this Licence Agreement.
(vii) Owing to the nature of the internet the Secretary of State cannot guarantee the availability of the Products or any Updates and/or New Versions and therefore exclude all liability to the fullest extent permitted by law for any loss or damage resulting or arising from any unavailability of the Products, and/or any Updates or New Versions.
(viii) The provisions of this Clause 8 shall continue after the termination of this Licence Agreement.

9. DURATION

This Licence Agreement shall come into effect when you download the Products and shall remain in force until terminated in accordance with Clause 10 of this Licence Agreement.

10. TERMINATION

(i) The Secretary of State may summarily terminate this Licence Agreement:
(a) if you commit or permit any breach of the conditions of this Licence Agreement and (if the breach is capable or remedy) fail to rectify such breach within 30 days of written notice from the Secretary of State to do so; and/or
(b) if you shall become bankrupt, make an arrangement with your creditors, become insolvent, unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986), enter into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), pass a resolution for winding-up, have a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of your assets, make any composition or arrangement with your creditors or take or suffer any similar action in consequence of your debt.
(ii) You may terminate this Licence Agreement by surrender on 30 days written notice to the Secretary of State.
(iii) Termination of this Licence Agreement, howsoever caused, shall not release you from any duty or obligation of confidence which falls on you under this Licence Agreement or under the general law governing confidential information.
(iv) Upon termination for any reason, all rights granted to you under this Licence Agreement shall cease and you must cease all activities authorised by this Licence Agreement. Within 14 days of termination of this Licence Agreement you will delete and remove the Products from all computer equipment in your possession or control and (at the direction of the Secretary of State) either immediately destroy or return to the Secretary of State the Products and all copies, forms and parts thereof (including any Amendments) and, in the case of destruction, certify in writing when this has been done.

11. NOTICES

(i) Any notice or notification required or authorised to be given under this Licence Agreement by one party to the other shall be in writing and sent to the other party at the address set out for such party in this Licence Agreement.
(ii) Any notice or other communication in connection with this Licence Agreement shall be deemed to have been duly served if sent by first class post or by facsimile to the other parties of this Licence Agreement:
(a) in the case of the Secretary of State, to Director of Information Standards Delivery, 1 Trevelyan Square, Boar Lane, Leeds LS1 6AE (or such other name and address as published by the Secretary of State from time-to-time); and
(b) if sent to you, to the name and address provided to the Secretary of State as part of the registration process through which you take delivery of the Products (or such other name and address as notified by you to the Secretary of State in writing from time-to-time or where no such name and address is provided to any address which is stated publicly (whether in a public register, your website or otherwise) as being an address for you).
(iii) Notices shall be deemed duly served:
(a) if sent by first class post, 2 days (excluding weekends and public holidays) after posting; or
(b) if sent by facsimile on the day of transmission provided that the transmission is made between the hours of 9am and 5pm on any day other than a weekend or a public holidays.

12. ASSIGNMENT

You may not assign, transfer, charge or otherwise dispose of this Licence Agreement, or any of your rights or obligations arising under it, without the prior written consent of the Secretary of State.

13. WAIVER

Failure or neglect by the Secretary of State at any time to enforce any of the provisions of this Licence Agreement or to insist on strict performance of any of your obligations under this Licence Agreement, shall not be constructed nor shall be deemed to be a waiver of the Secretary of State's rights hereunder nor in any way affect the validity of the whole or any part of this Licence Agreement nor prejudice the Secretary of State's rights to take subsequent action. No waiver by the Secretary of State of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

14. SEVERABILITY

If any of the terms of this Licence Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

15. ENTIRE AGREEMENT

This Licence Agreement and any document expressly referred to in it constitute the whole agreement between us and supersedes any previous arrangement, understanding or agreement between the parties, relating to the licensing of the Products. Both parties acknowledge that, in entering into this Licence Agreement (and any documents referred to in it), neither party relies on any statement, representation, assurance or warranty ("Representation") of any person (whether a party to this Licence Agreement or not) other than as expressly set out in this Licence Agreement or those documents. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this Licence Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

16. LAW AND JURISDICTION

This Licence Agreement shall be constructed as a contract made in England and shall be governed by and construed in accordance with to English law and submitted to the exclusive jurisdiction of the courts of England and Wales.

TRUD_2016

OPCS-4 DATA PRODUCTS LICENCE AGREEMENT

IMPORTANT NOTICE - PLEASE READ THE FOLLOWING CAREFULLY

THE TERMS AND CONDITIONS OF THIS OPCS-4 LICENCE AGREEMENT SHOULD BE READ CAREFULLY BEFORE DOWNLOADING THE OPCS-4 PRODUCTS. BY USING THE CLICK-USE LICENCE AGREEMENT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENCE.

1. GRANT OF LICENCE

1.1. The Data and the Products (as defined in the Schedule to this Agreement) are owned by the Crown and subject to Crown copyright protection.
1.2. You may use and re-use the Data and the Products free of charge in any format or medium, under the terms of the Open Government Licence for the Licensed Purposes only and subject to compliance with this Agreement. 
1.3. When making the Data and Products available to End Users in accordance with Clause 3 below, you shall display the following acknowledgement:
1.3.1. prominently when the Data comprised in the Products is first accessed and when used by End-Users as part of the Licensee's Product; and
1.3.2. on any accompanying printed or electronic documentation, instruction booklet or user manual:

"The OPCS Classification of Interventions and Procedures, codes, terms and text is Crown copyright (2019) published by Health and Social Care Information Centre, also know as NHS Digital and licensed under the Open Government Licence available at www.nationalarchives.gov.uk/doc/open-government-licence/open-government-licence.htm."

2. CONDITIONS OF USE

2.1. You may use the Products solely for the purposes of accessing the Data.
2.2. You shall ensure that all Data is reproduced accurately in the Licensee's Product and that the Referential Integrity of the Data is fully maintained.
2.3. Save as provided in Clause 2.5, you shall not modify or attempt to modify, enhance or alter the Data or the Products or any part thereof or advise or allow any End-User or third party to do so without the express prior written permission of the Information Provider.
2.4. All Intellectual Property Rights in or arising from the Data or the Products and all modifications, enhancements or alterations of the Data or the Products by you or any End User (including but not limited to those made without the prior written permission of the Information Provider) shall vest in the Crown. You shall, where requested by the Information Provider and at your own cost, execute all necessary documents and take all such other steps as are required by the Information Provider to give effect to this Clause 2.4.
2.5. You may abbreviate the Data where necessary but no other modifications or adaptations or alterations shall be made to the Data without the prior written consent of the Information Provider.
2.6. If you become aware of any material error in the Data or the Products or any material change or correction which is needed to the Data or the Products, you agree to advise the Information Provider promptly of such error, change or correction.

3. END-USERS

3.1. You shall be permitted to sub-license End-Users to access the Products and the Data for the Licensed Purposes but only to the extent that the Data forms part of the Licensee's Product.
3.2. You shall ensure that End-Users comply with the terms of this Agreement and shall only sub-license End-Users by means of an End-User Licence which provides that:
3.2.1. each End-User must acknowledge that the Data and Products are subject to the terms of this Agreement and the Open Government Licence and are protected by Crown copyright;
3.2.2. each End-User may only use the Data and Products for the purposes of using the Licensee's Product;
3.2.3. no End-User has any right to supply copies of the Data or the Products in any format to third parties without prior written consent of the Information Provider;
3.2.4. no End-User may do any act or thing in respect of the Data or the Products which you are prohibited from doing under this Agreement; and
3.2.5. the End-User may apply directly to the Information Provider upon receiving notice that the sub-licence will terminate in accordance with Clause 3.6 below and that the Information Provider may (but shall not be obliged to) grant the End-User a licence in respect of the Data and/or the Products for a limited period in order to enable the End-User to continue to use the Data and/or the Products and/or give the End-User an assurance or undertaking that for a limited period the Information Provider shall not seek to prevent the End-User from using the Data and/or Products.
3.3. Without limitation to Clause 2, you shall ensure that End Users shall not under any circumstances:
3.3.1. modify, merge, decompile, disassemble, reverse engineer, sell, offer for sale, deal in or distribute the Data or the Products, whether in whole or in part;
3.3.2. reproduce the Data or the Products or extracts therefrom whether in machine readable, optical or printed form as part of other products of any kind without the written permission of the Information Provider.
3.4. Subject to Clause 6, the Information Provider and the Licensor accept no liability in respect of any failure or defect in the Data or the Products nor any responsibility for use of the Data or the Products by you or any End-Users and you shall at all times, during and after the duration of this Agreement, indemnify the Information Provider and the Licensor and keep them indemnified against all losses, damages, costs or expenses and any other liabilities (including but not limited to legal fees) incurred by, or agreed to be paid by you, arising from or in connection with the use of the Data or the Products by you or any End-User.
3.5. You shall maintain accurate records of all End-Users to whom the Data and the Products are made available. You shall, within 30 days of a request from the Information Provider, send to the Information Provider a report detailing all End-Users to whom the Products have been supplied. This report shall provide the following details:
3.5.1. the name of the individual named on the End-User Licence;
3.5.2. the name of the relevant organisation;
3.5.3. the address of the organisation;
3.5.4. End-User Licence number;
3.5.5. issue date of the End-User Licence;
3.5.6. expiry date of the End-User Licence;
3.5.7. the End-User's unique identification reference (eg GP number or other NHS allocated number where available);
3.5.8. whether the organisation is an NHS or non-NHS body;
3.5.9. the number of users accessing the Data under the End-User Licence;
3.5.10. a description of the part or parts of the Data used by the End-User; and
3.5.11. the name of the software programme and version used.
3.6. You shall ensure that any End-User Licence granted by you shall automatically terminate on the termination of this Agreement.
3.7. You shall at all times remain responsible for the acts of End-Users with respect to the use by the End User of the Data and the Products and the Information Provider and/or the Licensor shall be entitled to terminate this Agreement, including for the avoidance of doubt the licence granted under this Clause 3, in connection with the actions or breach of End-Users where such termination would have been allowed under this Agreement had the actions or breach been yours.

4. WARRANTY

4.1. You warrant that you have full capacity and authority to enter into and to perform this Agreement and that this Agreement is executed by a duly authorised representative of your organisation.
4.2. You acknowledge that you are fully responsible for selecting the Product to meet your requirements.
4.3. Except as expressly stated in this Agreement, all warranties and conditions concerning the Data and the Products (including any failure to supply or delay in supplying the Products) whether express or implied by statute, common law or otherwise (including but not limited to the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose, the use of reasonable care and skill or non-infringement of third party intellectual property rights) are hereby excluded to the fullest extent permitted by law.

5. NEW VERSIONS

5.1. You acknowledge that the Information Provider and/or the Licensor may need to alter the content of the Products from time to time. This may be to correct minor errors within the Products ("Updates") and/or to create a more up to date version of the Products ("New Version").
5.2. The Information Provider will notify you of any Updates or New Versions which are created from time-to-time.
5.3. You shall use all reasonable endeavours to ensure that any End-Users and any third party users to whom you sub-license the Product (via the Licensee's Product) at all time have access to the latest version of the Products (including any applicable Updates).

6. LIMITATIONS ON LIABILITY

6.1. No party hereto limits its liability for death or personal injury caused by its negligence or for any other liability which may not be excluded by law.
6.2. Subject to Clause 6.1, neither the Information Provider nor the Licensor shall be liable to you or any End-User in contract, tort (including negligence or breach of statutory duty) or otherwise for any of the following losses or damages, whether direct or indirect, and even if such losses and/or damages were foreseen, foreseeable or known, or the Licensor or the Information Provider was advised of the possibility of them in advance:
6.2.1. loss of, damage to or corruption of data;
6.2.2. economic loss;
6.2.3. loss of actual or anticipated profits;
6.2.4. loss of business revenue;
6.2.5. loss of anticipated savings;
6.2.6. loss of business;
6.2.7. loss of opportunity;
6.2.8. loss of goodwill; or
6.2.9. any indirect, special or consequential loss or damage howsoever caused.
6.3. Subject to Clause 6.1, the Information Provider's and the Licensor's maximum aggregate liability in contract, tort (including negligence or breach of statutory duty) or otherwise for any default (or series of related events of default) hereunder shall be limited to damages which in no event shall exceed one thousand Pounds (£1,000).
6.4. The parties expressly agree that should any limitation or provision contained in this Clause 6 be held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted but if any party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in this Agreement.
6.5. Owing to the nature of the internet the Information Provider and the Licensor cannot guarantee the availability of the Products or any Updates and therefore exclude all liability to the fullest extent permitted by law for any loss or damage resulting or arising from any unavailability of the Products and/or any Updates.
6.6. The provisions of this Clause 6 shall continue after the termination of this Agreement.

7. INSPECTION RIGHTS

On giving not less than 10 days' prior written notice to you, an officer acting on behalf of the Crown shall be entitled to request a demonstration of the Licensee's Products which include the Data and Products at one of your offices.

8. ADVERTISING

You shall have the entire control of the manner and extent of advertising material advertising the Licensee's Product save where the advertising material refers to the Licensor (other than in the form of the acknowledgement mentioned at Clause 1 above) or the Information Provider, or any other government department, in which case such advertising material shall be submitted to the Information Provider for prior written approval, such approval not to be unreasonably withheld.

9. TERMINATION

9.1. Each party may terminate this Agreement by giving each of the other parties not less than 6 months' notice in writing.
9.2. The Licensor and the Information Provider shall, either jointly or severally, have the right at any time to give notice in writing to you to terminate this Agreement on occurrence of any of the following events:
9.2.1. there is either a single breach of your obligations under this Agreement which is individually of such seriousness as to allow the Licensor to treat this Agreement as repudiated and discharged by breach or more than one breach of such obligations which are cumulatively of such seriousness;
9.2.2. if you commit a material breach of any of the terms of this Agreement and, in the case of a breach capable of being remedied, failing to remedy such breach within 30 days of being requested by the Licensor and/or the Information Provider in writing to do so;
9.2.3. if you go into liquidation either compulsorily or voluntarily (except in the case of a winding-up for the purposes of amalgamation or reconstruction where the resultant body agrees to be bound by this Agreement) or has a receiver appointed over its assets or substantial part thereof or enters into a composition with its creditors generally or plans to do any of these things;
9.2.4. if you fail to allow inspection as specified in Clause 7; and
9.2.5. if you fail to confirm that you remains bound by the terms of this Agreement after having been given 30 days' notice of the Information Provider's intention to terminate if such confirmation is not received.

10. CONSEQUENCES OF TERMINATION

10.1. On termination of this Agreement for any reason:
10.1.1. all rights granted to you shall terminate immediately and no further use of the Products or reproduction of the Data may be made by you, nor may any further copies of the Products be supplied by you to End-Users and for avoidance of doubt all sub-licences granted by you under End-User Licences will also terminate; and
10.1.2. you shall cease using and, on request from the Information Provider, delete from all computer hardware and storage media and otherwise destroy copies of all Products and the Data in your possession or control and shall procure that End-Users do likewise within 30 days of termination (subject to the provisions of Clause 3.2.5).
10.2. Termination for any reason shall not affect:
10.2.1. any right of action or remedy which shall have accrued or shall thereafter accrue to either party and all provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect; or
10.2.2. any claim which one party may have against either of the other parties for damages or otherwise.

11. FORCE MAJEURE

In the event that any party is delayed in the performance of its obligations under this Agreement by force majeure, this Agreement shall remain in suspense until the cause thereof has ceased. Force majeure shall include, although not by way of a limitation, strikes, lock-outs, riots, sabotage, acts of war or piracy, destruction of essential equipment by fire, explosion, storm, flood or earthquake, and delay caused by failure of power supplies or transport facilities.

12. ASSIGNMENT

12.1. You may not assign this Agreement or the benefit or advantage hereof without the consent of the Information Provider first being obtained in writing. The Information Provider and the Licensor may assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement to any Relevant Authority or to any other body which substantially performs any of the functions that previously had been performed by the Information Provider. Where your consent is required in order to effect any such assignment, novation or other disposal of either the Information Provider or the Licensor's rights or obligations under this Agreement, you shall execute such documents and do all such other things as are necessary in order to give effect to this Clause 12.1.
12.2. In the event of a Change of Control, the you shall:
12.2.1. notify the Information Provider of any Change of Control at the earliest opportunity and in any event not later than 14 days from the date when the Change of Control is effected; and
12.2.2. confirm to the Information Provider not later than 14 days from the date when the Change of Control is effected that you remain bound by the terms of this Agreement.
12.3. If you fail to confirm that you remains bound by the terms of this Agreement in accordance with Clause 12.2.2, the Information Provider may terminate this Agreement in accordance with Clause 12.2.6.

13. NOTICES

13.1. Any notice or notification required or authorised to be given under this Agreement by one party to the other shall be in writing and sent to the other party at the address set out for such party in this Agreement.
13.2. Any notice or other communication in connection with this Agreement shall be deemed to have been duly served if sent by first class post or by facsimile to the other parties of this Agreement:
13.2.1. in the case of the Licensor and the Information Provider to Director of National Provider Support, to 1 Trevelyan Square, Boar Lane, Leeds LS1 6AE (or such other name and address as notified by the Information Provider to you in writing from time-to-time); and
13.2.2. if sent to you, to the name and address provided to the Information Provider as part of the registration process through which you take delivery of the Products (or such other name and address as notified by you to the Information Provider in writing from time-to-time or where no such name and address is provided to any address which is stated publicly (whether in a public register, your website or otherwise) as being an address for you).
13.3. Notices shall be deemed duly served:
13.3.1. if sent by first class post, 2 clear Working Days after posting; or
13.3.2. if sent by facsimile on the day of transmission provided that the transmission is made between the hours of 9am and 5pm on a Working Day.

14. CONFIDENTIALITY

14.1. No party shall disclose or pass on any information concerning the existence, contents or circumstances of this Agreement, the business of the other parties or that of its customers or utilise other than in connection with the affairs of the others for the purpose of this Agreement, information, trade or professional secrets of the other and all parties shall use all reasonable endeavours to ensure that their employees and agents and subcontractors involved shall observe these conditions.
14.2. This provision will not apply to:
14.2.1. any information in the public domain other than in breach of this Agreement;
14.2.2. information already in the possession of the receiving party before its receipt from the disclosing party;
14.2.3. information obtained from a third party who is free to divulge the same; or
14.2.4. disclosure of information which is required by law or other competent authorities.

15. ENTIRETY

This Agreement constitutes the entire agreement between the parties and no modification or amendments shall be binding on any party unless it is agreed in writing by all parties.

16. THIRD PARTIES

The parties to this Agreement do not intend that any term hereof should be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999, or by any other statute or common-law principle, by any person who is not a party to this Agreement. The parties may vary, terminate or rescind this Agreement without the consent of any member of the third party.

17. FOIA

17.1. You acknowledge that the Information Provider and the Licensor are subject to the requirements of the Freedom of Information Action 2000 ("FOIA") and you shall assist and cooperate with the Information Provider and the Licensor to enable the Information Provider and the Licensor to comply with its information disclosure obligations.
17.2. Wherever it is reasonably practicable to do so, the Information Provider and/or the Licensor shall consult with you prior to releasing any information which relates to you in response to a request made pursuant to FOIA. However the Information Provider and the Licensor shall be responsible for determining in their absolute discretion whether any information is exempt from disclosure in accordance with the provisions of FOIA.

18. INTERPRETATION

This Agreement shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:

Agreement: This Agreement and its schedules.

Change of Control: In relation to a party, where a person (or persons acting in concert) acquires or agrees to acquire directly or indirectly, the power to direct or cause the direction of the management and policies of the other person.

Classification: OPCS Classification of Interventions and Procedures and known as OPCS-4.

Data: The information and Classification including codes, terms and text contained in the Products.

End-User: Users of the Licensee's Product.

End-User Licence: A sub-licence to be issued by you under which End-Users may access the Data stored in the Product as part of the Licensee's Product.

Information Provider: Health and Social Care Information Centre, also known as NHS Digital, of 1 Trevelyan Square, Boar Lane, Leeds LS1 6AE.

Intellectual Property Rights: Patents, trade marks and service marks, design rights, database rights, copyright, know-how, trade or business names, rights in the nature of unfair competition rights and rights to sue for passing off and other similar rights or obligations (whether registerable or not), and all registrations or applications to register any of the aforesaid items or rights in the nature of any of the aforesaid items in any country or jurisdiction.

Licensed Purposes: means:

* use in the normal course of your or any End-User's business, provided that you shall only be permitted to make the Data available to End Users to the extent permitted in Clause 3; and

* to support research activities which benefit the care of patients.

Licensee's Product: Any service or product made available by you to End-Users which includes the Data.

Licensor: The Controller of Her Majesty’s Stationary Office, The National Archives, Kew, Richmond, Surrey, TW9 4DU.

Products: means

* OPCS-4 Codes and Titles
* OPCS-4 Tables of Coding Equivalences
* OPCS-4 Metadata (Validation) File
* OPCS-4 Cross-mapping files
* OPCS-4 Volumes I and II
* OPCS-4 code mappings to DH Chemotherapy Regimens List
* OPCS-4 code mappings to DH High Cost Drugs List
* NHS OPCS-4 eVersion
Referential Integrity: Refers to the preservation of the original relationship between the codes and the code descriptions and the values (e.g. age, sex) relating to the codes and code descriptions and mappings from terminologies to the Classification.

Relevant Authority: Any contracting authority as defined in the Public Contracts Regulations 2015 and any National Health Service Authority or Trust, or Health Service Body (as defined in Section (4(2) of the National Health Service and Community Care Act 1990).

Working Day: means any day from Monday to Friday (inclusive) which is not Christmas Day, Good Friday or a statutory holiday.

You: Shall have the meaning set out in the Open Government Licence.

TRUD_V2.2_2019

SNOMED CT® UK NATIONAL RELEASE AFFILIATE LICENCE AGREEMENT

IMPORTANT NOTICE - PLEASE READ THE FOLLOWING CAREFULLY

This is a Licence Agreement between (1) The Secretary of State for Health acting through its agency The Health and Social Care Information Centre, 1 Trevelyan Square, Boar Lane, Leeds, West Yorkshire, LS1 6EB (the "Licensor") and (2) the person or organisation to which the UK National Release of SNOMED CT is distributed or otherwise made available (the "Licensee").
The UK National Release comprises the International Release of SNOMED CT together with the UK National Extensions and UK National Derivatives and other documents and software. The licence terms for the UK National Extensions and UK National Derivatives are set out in this Licence Agreement. There is a separate licence for the International Release of SNOMED CT.
By downloading, accessing or using any part of the UK National Release of SNOMED CT, or exercising any rights granted under this Licence Agreement, the Licensee agrees to be bound by the terms of this Licence Agreement and the SNOMED CT International Release Affiliate Licence. If the Licensor requires a hard copy of this Licence Agreement by the Licensee, any facsimile or electronic copy of the document purporting to be signed (including by way of digital signature) for and on behalf of the Licensee will be considered valid, and binding on the Licensee.
License Fees and other conditions and restrictions apply to the use of the International Release of SNOMED CT in a Non-Member Territory, and to the deployment, distribution and licensing of Licensee Products within a Non-Member Territory. In this regard the Licensee’s attention is drawn in particular to clause 7 (License Fees) and clause 9 (Use in Member Territories and Non-Member Territories).

1. DEFINED TERMS

In this Licence Agreement, terms defined in Appendix A (Defined Terms) have the meanings set out in that Appendix.

2. GRANT OF LICENCE

2.1 The Licensor grants the Licensee, subject to the terms of this Licence Agreement, a perpetual (subject to revocation in accordance with clause 5), worldwide, non-exclusive, non-transferable licence for the term of this Licence Agreement to:
2.1.1 use, and permit the Licensee’s officers, employees, agents and contractors to use, the UK National Extensions and UK National Derivatives and other documents and software forming part of the UK National Release;
2.1.2 create Third Party Extensions from the UK National Extensions and use and modify any such Third Party Extensions subject to policies and procedures laid down by the UKTC & the IHTSDO;
2.1.3 create Third Party Derivatives from the UK National Extensions and from the UK National Derivatives and use and modify any such Third Party Derivatives subject to policies and procedures laid down by the UKTC & the IHTSDO;
2.1.4 incorporate the UK National Extensions and UK National Derivatives into Licensee Products, and distribute Licensee Products under a sub licence in accordance with clause 2.1.5;
2.1.5 subject to clause 5.9, grant sub-licences of the UK National Extensions and UK National Derivatives and any non-Standards-Based Third Party Extensions (or part thereof) or non-Standards-Based Derivative to End Users to the extent necessary for the End Users to use the Licensee Products.
2.2 The Licensee may only use the UK National Extensions and UK National Derivatives and documents and software forming part of the UK National Release, and must ensure that its officers, employees, agents and contractors only use the UK National Extensions and UK National Derivatives and documents and software forming part of the UK National Release:
2.2.1 for the Licensee’s internal business purposes (including the creation by the Licensee of Third Party Extensions, Third Party Derivatives and other Licensee Products) along with the licensing and distribution by the Licensee of the Licensee Products;
2.2.2 in the development and operation of the Licensee’s information systems;
2.2.3 for the Licensee’s research purposes; and/or
2.2.4 in the Licensee’s systems (including browsers and data analysis systems) made available to the general public for accessing and/or retrieving any part of the UK National Extensions and the UK National Derivatives and/or data encoded using the foregoing, provided that users of those systems are not able to extract any substantial portion of SNOMED CT and provided further that no fee is charged for access to those systems except where access is incidental to the provision of training or consulting services.
2.3 The Licensee is only permitted under this Licence Agreement to create Extensions from the UK National Extensions and to create Derivatives from the UK National Extensions, UK National Derivatives and from those Third Party Extensions. The Licensee may only create a Third Party Extension from the UK National Extension or a Third Party Derivative from the UK National Extension and/or UK National Derivatives pursuant to the terms of this Licence Agreement.
2.4 The Licensee is not permitted to translate any part of the UK National Extensions and/or UK National Derivatives into any other human language without the prior written consent of the Licensor.
2.5 Each sub-licence granted by the Licensee under clause 2.1.5 must:
2.5.1 only grant the End User such rights as it needs for use of the UK National Extensions and UK National Derivatives but in any event not to licence Standards-Based Third Party Extensions (or part thereof) or Standards-Based Derivatives and, in any event, not grant the End User any greater rights in respect of the UK National Extensions and UK National Derivatives than the Licensee itself has under this Licence Agreement;
2.5.2 not permit the End User to do any act or thing in respect of the UK National Extensions and UK National Derivatives that the Licensee is prohibited from doing under this Licence Agreement;
2.5.3 not permit the End User to sub-license or transfer any of its rights under the sub-licence (unless the End User is also an Affiliate, in which case that Affiliate shall be entitled to sub-licence further its rights under the sub-licence with the Licensee, subject to the same restrictions as apply to sub-licensing the UK National Extensions and UK National Derivatives under the End User’s licence agreement with the Licensor);
2.5.4 terminate automatically upon termination of the Licence Agreement;
2.5.5 provide that the End User may apply directly to the Licensor upon receiving notice that the sub-licence will terminate in accordance with clause 2.5.4, and that the Licensor may in such circumstances (but shall not be obliged to):
(a) grant the End User a licence in respect of the UK National Extensions and UK National Derivatives for a limited period in order to enable the End User to continue to use the Licensee Products that are subject to the sub-licence during that period;
(b) give the End User an assurance or undertaking that for a limited period the Licensor will not seek to prevent the End User from using the Licensee Products; and
2.5.6 permit the Licensee to disclose the terms of the sub-licence to the Licensor in accordance with clauses 7 and 8 and to permit the Licensor to disclose, any and all such licence terms and relative information to the IHTSDO and any other person the Licensor considers has a "need to know" or where the Licensor is obliged by applicable laws to make disclosure of that information.
2.6 If the Licensee becomes aware of any material error or change or correction needed in the UK National Extensions or UK National Derivatives, the Licensee agrees to advise the Licensor promptly of such error, change or correction by following the Licensor’s procedures for change notification that the Licensor prescribes by regulations and which the Licensor notifies to the Licensee from time to time.
2.6 The Licensee shall comply with the Internet security measures that the IHTSDO prescribes by regulations and which the Licensor or IHTSDO notifies to the Licensee from time to time.
2.7 The Licensor reserves the right to change the type and format of its machine-readable data in respect of the UK National Extensions or UK National Derivatives. The Licensor agrees to inform the Licensee of any changes to the type or format of the UK National Extensions or UK National Derivatives, except additions of entirely new data elements to the UK National Extensions or UK National Derivatives, at least 90 days before the UK National Extensions or UK National Derivatives containing the new type or format is distributed.

3. EXTENSIONS AND DERIVATIVES

3.1 The Licensee may not create any Standards-Based Extension or any Standards-Based Derivative unless it has first been issued with a Namespace Identifier by or on behalf of the Licensor.
3.2 The Licensee may request that the Licensor issue it with a Namespace Identifier, and the Licensor shall not unreasonably refuse to do so taking into account amongst other things quality assurance, governance processes, Standards and Regulations.
3.3 The Licensee shall ensure that all Standards-Based Extensions and Standards-Based Derivatives that the Licensee creates under this Licence Agreement are created in accordance with, and comply with, all applicable Standards (including, without limitation, as to the use of Namespace Identifiers).
3.4 Subject to clauses 3.5 and 3.6, the Licensee shall own all Intellectual Property Rights in all Extensions and Derivatives, whether Standards-Based or not, that the Licensee creates under this Licence Agreement. The Licensee may not assign or otherwise transfer the Intellectual Property Rights in any Standards-Based Extension or Standards-Based Derivatives to any other person unless (i) that person is an Affiliate and, in the case of Standards-Based Extensions or Standards-Based Derivatives, has a Namespace Identifier; and (ii) the transfer is notified in writing to the Licensor and the IHTSDO within thirty (30) days after the transfer.
3.5 The Licensee shall, if requested by the Licensor, transfer to the Licensor or such other person as the Licensor may nominate (including the IHTSDO) all of its Intellectual Property Rights in any Standards-Based Third Party Extensions (or parts thereof) created by the Licensee as the Licensor may specify.
3.6 The Licensee shall, if requested by the Licensor and agreed by the Licensee in the Licensee’s sole discretion, transfer to the Licensor or such other person as the Licensor may nominate (including the IHTSDO) all of its Intellectual Property Rights in such Standards-Based Third Party Derivatives created by the Licensee as the Licensor may specify.
3.7 Upon the transfer to the Licensor or other transferee nominated by the Licensor(including the IHTSDO), of the Intellectual Property Rights in any Standards-Based Third Party Extension (or part thereof) or Standards-Based Third Party Derivative in accordance with clauses 3.5 or 3.6:
3.7.1 responsibility for the maintenance and distribution of that Third Party Extension (or part thereof) or Third Party Derivative shall also transfer from the Licensee to the Licensor or other transferee nominated by the Licensor (as the case may be);
3.7.2 the Licensor hereby grants a licence back to the Licensee from the Licensor or will procure from the transferee nominated by the Licensor a licence back to the Licensee (as the case may be) of that Third Party Extension (or part thereof) or Third Party Derivative, on the same terms as apply to the UK National Extensions and UK National Derivatives under clause 2 of this Licence Agreement, until that Third Party Extension (or part thereof) or Third Party Derivative becomes part of the UK National Release; and
3.7.3 in the case of any Standards-Based Third Party Extension, that SNOMED CT Content shall cease to be a Standards-Based Third Party Extension and shall become part of the UK National Extension (if transferred to the Licensor) or the SNOMED CT Core (if transferred to the IHTSDO).
3.8 The Licensee unconditionally and irrevocably waives such moral rights as are conferred by Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or other laws in force from time to time enacted in any part of the world conferring analogous rights in relation to any Standards-Based Third Party Extensions or Standards-Based Third Party Derivatives transferred pursuant to clauses 3.5 or 3.6.

4. MODIFICATIONS TO THE UK NATIONAL EXTENSION OR UK NATIONAL DERIVATIVES

4.1 Subject to any express and specific statement to the contrary in the documentation distributed as part of the UK National Extension and/or UK National Derivatives, the Licensee may not modify any of the documentation or software (unless provided in source code form) distributed as part of the UK National Extension and/or UK National Derivatives.
4.2 The Licensee may, by written notice, request the Licensor to modify any of the UK National Extensions or UK National Derivatives. Upon receipt of such written notice, the Licensor shall consult with the Licensee and shall give due consideration as to whether the proposed modification should be made based on the Licensor’s and the IHTSDO’s editorial guidelines and policies. Following due consideration of the matter, including consideration of any information presented by the Licensee, the Licensor shall inform the Licensee whether the proposed modification shall be made and if the Licensor agrees that the proposed modification should be made, the Licensor shall give a non-binding indication of when, reasonably and in good faith, it anticipates that the proposed modification will be made. If the Licensee would like the content of the proposed modification to be developed more quickly than the Licensor has indicated, the Licensee may itself undertake or procure the undertaking of the development of the content of the proposed modification (outside of any existing Licensor’s support services contract). On receipt of the developed content of the proposed modification, the Licensor will then give due consideration as to whether the developed content meets the Licensor’s quality assurance, other governance processes, the Standards and Regulations. If the developed content meets the Licensor’s quality assurance, other governance processes, the Standards and Regulations then the Licensor shall incorporate the modification into the UK National Extension or UK National Derivative, as appropriate, according to its schedule which will give due consideration as to when the proposed modification shall be incorporated into the UK National Extension or UK National Derivative, taking into account other proposals for the modification of the UK National Extension or UK National Derivative and the work required to include the proposed modification in the UK National Extension or UK National Derivative.

5. TERM AND TERMINATION

5.1 This Licence Agreement shall commence on the date on which it comes into effect in accordance with the notice at the beginning of this Licence Agreement, and shall continue until terminated in accordance with this clause 5.
5.2 Either party may terminate this Licence Agreement if the other party commits a material breach of any of its obligations under this Licence Agreement (which, in the case of the Licensee, shall include, without limitation, any failure to pay License Fees when due under clause 7) in accordance with the following procedure
5.2.1 the party seeking to terminate the Licence Agreement (the "Terminating Party") shall serve an escalation notice (the "Escalation Notice") on the other party (the "Defaulting Party") requiring the Defaulting Party to nominate a member of its senior management team to meet with a member of the Terminating Party’s senior management team to seek to resolve in good faith the matter giving rise to the service of the Escalation Notice;
5.2.2 The representatives of the parties identified in accordance with clause 5.2.1 shall meet in good faith to seek to resolve the matter. If they are unable to resolve the matter within 45 days of the date of the Escalation Notice the Terminating Party may serve a formal breach notice (the "Breach Notice") on the Defaulting Party requiring it to remedy the breach within 90 days;
5.2.3 If the Defaulting Party does not remedy the breach within 90 days of the date of the Breach Notice the Terminating Party may terminate the Licence Agreement by giving 180 days written notice to the Defaulting Party (the "Termination Notice").
5.3 Neither party may terminate this Licence Agreement except in accordance with this clause 52.
5.4 The Licensee may terminate this Licence Agreement by giving up to twelve (12) months’ prior written notice to the Licensor except that, if notice has been given under the equivalent clause in the Licensee’s Affiliate licence for the International Release, this Licence Agreement shall terminate at the same time as the licence for the International Release.
5.5 This Licence Agreement shall automatically terminate upon the Licensee ceasing to be an Affiliate.
5.6 Upon termination of this Licence Agreement in accordance with this clause 5, all licences granted under this Licence Agreement shall automatically and immediately be revoked.
5.7 The Licensee shall, by no later than forty five (45) days after termination of this Licence Agreement for any reason, remove all copies of the UK National Extensions and UK National Derivatives (and any Standards-Based Third Party Extension or Standards-Based Derivative licensed to the Licensee pursuant to clause 3.7.2 above) from its computer systems and destroy all copies of electronic, paper copy and other media containing or representing any part of them (including, without limitation, any documents or software provided as part of the UK National Release). The Licensee shall, if requested by the Licensor, certify in writing to the Licensor that the Licensee has complied with its obligations under this clause 5.4.
5.8 The Licensee shall, as soon as reasonably practicable following either party giving a Termination Notice under clause 5.2 or any other notice of termination under this Licence Agreement for any reason, and in any event by no later than ninety (90) days after such notice is given, give written notice of such termination to each End User that the Licensee reasonably believes to be a current user of a Licensee Product.
5.90 The Licensee may not grant any new sub-licence under clause 2.1.5 after either party has given notice under clauses 5.2 or 5.4.
5.10 The Licensor and the IHTSDO shall be entitled to publicise the termination of this Licence Agreement to such persons (including Members, other Affiliates of the Licensor and End Users) and in such manner as it sees fit.
5.11 Clauses 5.7, 5.8, 5.9, 5.10, 5.11, 7, 8 and 10 to 14 inclusive shall survive termination of this Licence Agreement.

5.12 The Licensee shall, by no later than thirty (30) days after termination of this License Agreement for any reason, submit a statement of account in accordance with clause 7.3 in respect of all periods that have not previously been covered by a statement of account under that clause.

5.13 Any termination of this License Agreement, for any reason, is without prejudice to the accrued liabilities of each party as at the date of termination (including, without limitation, any liability of the Licensee to pay License Fees that has accrued as at the date of termination), or to the Licensee’s obligation to pay License Fees arising from the statement of account submitted under clause 5.12.

6. NEW VERSIONS AND CHANGES TO LICENCE TERMS

6.1 The Licensor shall notify the Licensee when any new version of the UK National Extensions and/or the UK National Derivatives is made available and there shall be a mechanism for the Licensee to access or obtain copies of the new version of the UK National Extensions and/or the UK National Derivatives. The Licensee shall be liable for any reasonable distribution charge, if applicable, established by the Licensor for each copy of the new version of the UK National Extensions and/or UK National Derivatives.
6.2 Upon receipt of a notification that an Update or within one hundred and eighty (180) days that a New Version is available, the Licensee shall promptly incorporate the Update or New Version, as appropriate, within the latest version of the relevant UK National Extensions and/or UK National Derivatives, and Licensee Products that the Licensee has, or replace that version with the New Version.
6.3 The Licensor may vary the terms of this Licence Agreement by giving written notice to the Licensee. Any such variation shall take effect not less than ninety (90) days after the notice is given, as specified in the notice. If the Licensee does not wish this Licence Agreement to continue subject to the variation, the Licensee may terminate this Licence Agreement in accordance with clause 5.4 and if the Licensee does so then the variation shall not apply as between the Licensor and the Licensee.

7. LICENCE FEES

7.1 At the commencement of this Licence Agreement, no licence fees charges, usages fees or royalties are payable in respect of the UK National Extensions and UK National Derivatives.
7.2 The Licensor may by virtue of clause 6.3, amend this Licence Agreement so that licence fees, charges, usage fees and/or royalties are payable in respect of the UK National Extensions and UK National Derivatives and provide for payment of interest in case of default.

8. PROTECTION OF THE LICENSOR’S AND THE IHTSDO’S INTELLECTUAL PROPERTY

8.1 Nothing in this Licence Agreement transfers to the Licensee any right, title or interest in or to the Intellectual Property Rights in the UK National Extensions and UK National Derivatives or any part of it, or grants the licensee any license in respect of the UK National Extensions and UK National Derivatives or any part of it except as expressly set out in clause 2.
8.2 The Licensee shall not:
8.2.1 use any trademark or service mark (or any registrations thereof) other than the Licensor’s trademarks, in any name that includes the word "SNOMED" or that is confusingly similar to SNOMED CT or any other similar trademark;
8.2.2 apply for any trade mark or service mark (or any registrations thereof) in any name that includes the word "SNOMED" or that is confusingly similar to SNOMED, SNOMED CT or any other similar trade mark;
8.2.3 abbreviate the marks SNOMED or SNOMED CT; or
8.2.4 do anything with respect to the foregoing trademarks that damages or could reasonably be deemed to reflect adversely on the IHTSDO or the Licensor or such trademarks.
8.3 The Licensee shall:
8.3.1 include the following notice on all media on which any Licensee Product is distributed and on the documentary form of each sub-licence granted by the Licensee under clause 2.1.5:

"This material includes SNOMED Clinical Terms® (SNOMED CT®) which is used by permission of the International Health Terminology Standards Development Organisation (IHTSDO). All rights reserved. SNOMED CT®, was originally created by The College of American Pathologists. "SNOMED" and "SNOMED CT" are registered trademarks of the IHTSDO."

8.3.2 specify in all media on which any Licensee Product is distributed the version and date of the UK National Extensions and UK National Derivatives contained in the Licensee Product.
8.4 The Licensee acknowledges and agrees that Cross Maps may comprise data in relation to the UK National Extensions and/or UK National Derivatives as well as in relation to the products owned and managed by The Health and Social Care Information Centre and that the Licensee will require a separate licence for the use of these other products. The Licensee agrees that it will enter into such licences as are necessary in relation to any products owned and managed by The Health and Social Care Information Centre to enable its use of such data before it uses the relevant Cross Maps. Provided that the Licensor has entered into and continues to have in place such licences, the Licensor grants the Licensee a perpetual, worldwide, non-transferable licence for the term of this Licence Agreement to create and use Cross Maps containing data from any products owned and managed by The Health and Social Care Information Centre (licensed to it for such purpose) and the UK National Extensions and/or UK National Derivatives.
8.5 The Licensee shall be entitled to use the "SNOMED" and "SNOMED CT" trademarks only on the Licensee Products distributed and modified in accordance with this Licence Agreement and any services relating thereto but not otherwise and subject to the trade mark utilisation regulation developed by the IHTSDO and published by the IHTSDO from time to time. All use by the Licensee of the "SNOMED" and "SNOMED CT" trademarks, and all goodwill resulting from that use, shall inure to the IHTSDO’s benefit
8.5 The Licensee shall maintain quality standards with respect to modifying, supplementing, marketing and distributing the Licensee Products, and any services relating thereto, that are in accordance with applicable law and are at least as stringent as the Regulations developed by the IHTSDO and published by the IHTSDO from time to time.
8.6 Upon reasonable written notice from the Licensor, the Licensee shall provide the Licensor with representative samples of materials, software products, advertising, agreements for use of the Licensee Products (other than the terms of those agreements that are unrelated to the Licensor’s rights and obligations under this Licence Agreement) and/or other written materials relating to the Licensee’s use of the UK National Extensions and UK National Derivatives and any documents or software forming part of the UK National Release to enable the Licensor reasonably to ascertain the Licensee’s compliance with its obligations under this Licence Agreement. In the absence of circumstances giving the Licensor reasonable grounds to suspect a breach of this Licence Agreement, the Licensor may not give notice under this clause 8.6 more frequently than once per year.
8.7 If any use of the UK National Extensions and UK National Derivatives and any documents or software forming part of the UK National Release (including without limitation use through a Licensee Product) is reasonably determined by the Licensor to be below the standards of quality required under this Licence Agreement, the Licensor shall notify the Licensee of such deficiency in writing. Upon receipt of such notice, the Licensee shall take all necessary steps to correct such deficiency (including such steps as the Licensor may reasonably specify).
8.8 The Licensee shall maintain a complete, accurate and up-to-date register of all sub-licences granted by the Licensee under clause 2.1.5, and shall make that register available for inspection during normal business hours by the Licensor and its representatives upon the Licensor giving not less than fourteen (14) days’ prior written notice. The register maintained by the Licensee under this clause 8.8 shall, at a minimum, contain the following information in respect of each sub-licence: the name and registered office of the sub-licensee; the Licensee Product subject to the sub-licence; and the version of any UK National Extensions and UK National Derivatives included in that Licensee Product. In the absence of circumstances giving the Licensor reasonable grounds to suspect a breach of this Licence Agreement, the Licensor may not give notice under this clause 8.8 more frequently than once per year.

9. AFFILIATE STATUS AND LICENSEE OBLIGATIONS

9.1 During the term of this Licence Agreement the Licensee shall be an Affiliate.
9.2 The Licensee:
9.2.1 will give notice to the Licensor of any intention to use or otherwise exploit its rights under this Licence Agreement in respect of a Member Territory or in respect of a geographical area other than the Licensor Territory or another Member Territory;
9.2.2 will comply with any Regulations published from time to time as it effects the licence granted to the Licensee under this Licence Agreement; and
9.2.3 shall not, without the prior written consent of the Licensor create, attempt to create, or distribute any material which includes any Namespace Identifiers for the UK National Extensions or UK National Derivatives other than those present in the UK National Extensions or UK National Derivatives as made available to the Licensee by the Licensor.

10. REPRESENTATIONS AND WARRANTIES

10.1 To the fullest extent permitted by law, the Licensor excludes all representations, warranties and conditions that would otherwise be implied by law in this Licence Agreement (including, without limitation, all implied warranties of quality or fitness for a particular purpose). Where the Licensor is not able to exclude such a warranty or condition, the Licensor limits, to the extent permitted by statute or law, its liability for a breach of that warranty or condition to one or more of the following at its option: (a) in the case of goods, any one or the following: the replacement of goods or the supply of equivalent goods; the repair of the goods; the payment of the cost of replacing the goods or of acquiring equivalent goods; the payment of the cost of having the goods repaired; and (b) in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again.
10.2 Without limiting clause 10.1, the Licensor does not represent or warrant that the UK National Extension or UK National Derivatives or any part of them will satisfy any of the Licensee’s requirements, operate in combinations selected by the Licensee or be free from defects or errors.

11. LIMITATION OF LIABILITY

11.1 The Licensor shall not be liable to the Licensee or to any other person, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, for any of the following arising under or in connection with this Licence Agreement (including, without limitation, in respect of the Licensee’s use of or inability to use the UK National Extension (or any part of it) and/or the UK National Derivatives or any documents or software forming part of the UK National Release):
11.1.1 indirect or consequential loss;
11.1.2 special or punitive damages;
11.1.3 loss of profits, loss of savings and loss of revenue;
11.1.4 loss of business, loss of reputation and loss of goodwill; and
11.1.5 loss of data.
11.2 Neither the Licensor, the IHTSDO nor any Member or other third party transferee shall be liable to the Licensee or any other person for any failure by the Licensor, the IHTSDO, Member or other third party transferee (as the case may be) to maintain or distribute any Standards-Based Third Party Extension (or part thereof) or Standards-Based Derivative transferred to the Licensor, the IHTSDO, Member or other third party transferee (as the case may be) in accordance with clauses 3.5 or 3.6.
11.3 The liability of the Licensor arising in any year under or in connection with this Licence Agreement, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty or otherwise, shall not:
11.3.1 in circumstances where licence fees, charges, usage fees and/or royalties are payable under this Licence Agreement in any event exceed the aggregate of such amounts paid by the Licensee in respect of that year; or
11.3.2 in all other circumstances exceed an aggregate sum of five hundred UK Pounds (£500) sterling in respect of that year.
11.4 Nothing in this Licence Agreement excludes or limits the liability of either party for:
11.4.1 fraud (including fraudulent misrepresentation);
11.4.2 death or personal injury caused by the negligence of that party;
11.4.3 any breach of its obligations implied by section 12 of the Sale of Goods Act 1979; or
11.4.4 any other liability that by law cannot validly be excluded or limited (but only to the extent that the liability cannot validly be excluded or limited).

12. ASSIGNMENT AND LICENSOR REPLACEMENT

12.1 The Licensee may not assign, novate or otherwise transfer any of its rights or obligations under this Licence Agreement to any person without the prior written consent of the Licensor not to be unreasonably withheld.
12.2 The Licensor may transfer or novate all of its rights and obligations under this Licence Agreement to any person to whom the Licensor transfers the Intellectual Property Rights in respect of which the licences under this Licence Agreement are granted whether by way of transfer or novation to:
12.2.1 a person that is to replace the Licensor as a Member of the IHTSDO; or
12.2.2 a successor organisation or body of the Licensor (with the consent of the IHTSDO).

13. GENERAL PROVISIONS

13.1 This Licence Agreement contains the entire agreement between the parties relating to the subject matter of this Licence Agreement, supersedes all previous agreements between the parties relating to that subject matter and sets out the entirety of the Licensee’s rights in respect of the UK National Extensions and UK National Derivatives and any documents or software forming part of the UK National Release.
13.2 Each party acknowledges that, in entering into this Licence Agreement, it has not relied on any representation, warranty, collateral contract or other assurance made by or on behalf of the other party before the date of this Licence Agreement.
13.3 Except as provided in clause 6.3, this Licence Agreement may not be varied except in writing signed by both parties and expressed to vary this Licence Agreement.
13.4 Nothing in this Licence Agreement shall give either party the ability to act or incur obligations or liability on behalf of the other party or constitutes a joint venture, agency, partnership or employment relationship between the parties.
13.5 If any term of this Licence Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of this Licence Agreement, or the legality, validity or enforceability in any other jurisdiction of that or any other term of this Licence Agreement.
13.6 The Licensee agrees that the Licensor may appoint third parties to process personal data provided by the Licensee to the Licensor under or in connection with this Licence Agreement (including without limitation payment details provided in connection with the payment of Licence Fees). In connection with any such appointment, personal data provided by the Licensee may be transferred to, and processed in, a country outside the European Economic Area (EEA). The laws governing the processing of personal data may be less stringent in such a country than in the member countries of the EEA.

14. GOVERNING LAW AND JURISDICTION

14.1 This Licence Agreement shall be governed by, and construed in accordance with, English law.
14.2 The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Licence Agreement (including a dispute regarding its existence, validity or termination).
14.3 Clause 14.2 is for the benefit of the Licensor only. As a result, the Licensor shall not be prevented from taking proceedings relating to any dispute in any other courts with jurisdiction. To the extent permitted by law, the Licensor may take concurrent proceedings in any number of jurisdictions.
14.4. The Licensee agrees that the Licensor may appoint third parties to process personal data provided by the Licensee to the Licensor under or in connection with this Licence Agreement (including without limitation payment details provided in connection with the payment of Licence Fees). In connection with any such appointment, personal data provided by the Licensee may be transferred to, and processed in, a country outside the European Economic Area (EEA). The laws governing the processing of personal data may be less stringent in such a country than in the member countries of the EEA.

Appendix A

Defined Terms
In this Licence Agreement, the following defined terms have the following meanings:
Affiliate an affiliate of the Licensor in accordance with the Articles;
Articles the IHTSDO Articles of Association (vedtægter);
Cross-Map a work consisting of (i) SNOMED CT Content and (ii) content of another nomenclature, classification or knowledge structure, together with a set of relationships between (i) and (ii);
Derivative a work consisting of (a) SNOMED CT Content, from the SNOMED CT Core or an Extension together with (b) either (i) additional properties and/or information about such SNOMED CT content; and/or (ii) any set of relationships between that SNOMED CT Content and content of other nomenclature, classification or knowledge structure, and includes a Cross-Map and a Sub-Set;
End User a third party user of a Licensee Product;
Extension a work consisting of SNOMED CT Content alone that is supplementary to the SNOMED CT Core and that depends on the SNOMED CT International Edition
IHTSDO International Health Terminology Standards Development Organisation;
Intellectual Property Rights patents, trademarks, service marks, copyright (including rights in computer software), moral rights, database rights, rights in designs, trade secrets, know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect in any jurisdiction;
International Release the release produced and distributed by or on behalf of the IHTSDO, consisting of the SNOMED CT Core, the Specifications and the IHTSDO’s Derivatives and other documents and software;
Licensee Products products distributed or licensed by the Licensee that (1) include or interoperate with the UK National Extensions, the UK National Derivatives, (or any part of them) and/or any Third Party Extensions or Derivatives that are not Standards-Based Third Party Extensions or Derivatives created by the Licensee under this Licence Agreement or (2) read or write records or other data that is encoded using SNOMED CT;
Licensor Territory means the United Kingdom of Great Britain, Northern Ireland, the Channel Islands and the Isle of Man and any and all of its or their governmental facilities or offices, whether permanent or temporary and wherever located;
Member a member of the IHTSDO;
Member Territory a territory that is represented by a Member (other than the Licensor) (as published by the IHTSDO from time to time);
Namespace Identifier a code or that part of a code that identifies the organisation responsible for creating and maintaining a Standards-Based Extension or a Standards-Based Derivative and is used as an element of SNOMED CT Identifiers;
New Version any new version of the UK National Extensions or UK National Derivatives;
Regulations any requirements published by the IHTSDO or by the Licensor (in relation to the UK National Extensions and UK National Derivatives) made in accordance with the Articles;
Relationship a relationship, of a kind defined by the IHTSDO in Specifications, between concepts (which may be, without limitation, a hierarchical or an associative relationship) or between a concept and a description;
SNOMED CT the concept-based work of clinical nomenclature and classification with multiple hierarchies and semantic definitions known as SNOMED Clinical Terms (SNOMED CT);
SNOMED CT Content terminological content, consisting of concepts, descriptions and Relationships, each of which is identified using a SNOMED CT Identifier;
SNOMED CT Core the SNOMED CT Content that is controlled, maintained and distributed by the IHTSDO from time to time;
SNOMED CT Identifier a code, of a kind defined by the IHTSDO in Specifications, for identifying concepts, descriptions and Relationships;
Specification specifications promulgated by the IHTSDO for products and processing relating to SNOMED CT, including specifications of the internal logic of SNOMED CT, editorial policies, guidelines and characteristics;
Standard a Specification that is formally adopted by the IHTSDO and the Licensor;
Standards-Based in respect of an Extension or a Derivative, an Extension or Derivative the creation of which is the subject of one or more Standards;
Sub-Set a sub-set of SNOMED CT Content that is grouped together for one or more purposes;
Third Party Derivative a Derivative that is created or owned by the Licensee and is SNOMED CT Content supplementary to the UK National Extension and/or UK National Derivative;
Third Party Extension an Extension that is created or owned by the Licensee and is SNOMED CT Content supplementary to the UK National Extension;
UK National Derivative a work created or owned by the Licensor consisting of (a) SNOMED CT Content, from the UK National Extension; together with (b) either (i) additional properties and/or information about such SNOMED CT content; and/or (ii) any set of relationships between that SNOMED CT Content and content of other nomenclature, classification or knowledge structure, and includes a Cross-Map and a Sub-Set;
UK National Extension a work consisting of SNOMED CT Content that forms part of the UK National Release that is controlled, maintained and distributed by the Licensor from time to time for the United Kingdom of Great Britain, Northern Ireland, and the Isle of Man;
UK National Release the release produced and distributed by the UKTC, consisting of the International Release, the UK National Extensions, the UK National Derivatives and other documents and software;
UKTC UK Terminology Centre acting as a National Product Management Centre;
Update Any maintenance releases, modifications or revisions (other than New Versions) that correct any releases of the UK National Extensions or UK National Derivatives or other documents or software forming part of the UK National Release.

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