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.

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