LICENSE AGREEMENT

IMPORTANT! This agreement sets out the terms and conditions (the "Agreement") which govern your use of the Product as defined below. Please read this Agreement carefully before entering the Site or subscribing to or making use of the Product. You may wish to retain this Agreement for your future reference.

The Product is not sold; it is licensed. The Product is and remains the property of the Company or other third parties and is protected by copyright laws and international copyright treaties.

By in any way installing, copying or otherwise using the Product or any part thereof, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or otherwise and in any way use the Product or any part thereof but return it to your supplier within fifteen (15) days for a full refund.

1. DEFINITIONS

In this Agreement the following words and expressions shall have the following meanings:

"Annual License Renewal" means the latest version of the Product or any part of it;

"Annual License Renewal Fee" means the annual license renewal fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;

"Authorised User" shall mean any individual who is employed or engaged under contract as part of your staff, whether on a temporary, permanent, or visiting basis and whom you wish to authorise to have access to the Product or any part thereof;

"Bureau Services" shall mean all services operated by the Licensee in respect of the processing of information or data which is owned or controlled by another person, company, organisation or body, including (without limitation) companies in the same group as the Licensee or any other associated organisation.

"Computer" means any computer, terminal or workstation owned or used by you;

"Effective Date" means the date of commencement of this License as printed on the License Certificate;

"First Year Data License Fee" means the data license fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;

"Initial License Period" means the period of twelve months from the Effective Date or such other period as may be notified by the Company to you in the License Certificate or Appendix to this Agreement or otherwise;

"Insolvency" means in respect a Licensee the presentation of a petition for winding-up, bankruptcy, or administration or the convening of a meeting for the purpose of considering the same, the convening by the Licensee of a meeting of its creditors, or the appointment of a trustee, receiver, administrative receiver or similar officer in respect of all or any part of the business and assets of the Licensee;

"Intellectual Property" means the text, graphics, images and other material, and the organisation thereof and trademarks, software, copyrights, patents, trade secrets, processes and methods, know-how and other intellectual property rights embodied in or incorporated in the Product, and any tangible copies and expressions thereof;

"License" means the license granted to you pursuant to this Agreement and the License Certificate;

"License Certificate" means the certificate sent or to be sent by the Company to you granting a license to you to use the Product in accordance with this Agreement and references in this Agreement to the "Agreement " shall include the License Certificate;

"Licensed Computers" means the number of Computers on which the Product may be accessed pursuant to this Agreement as set out in the License Certificate;

"License Period" means the Initial License Period and thereafter whilst this Agreement is continuing;

"Monthly Fee" means the fee payable by you pursuant to clause 3.3 as published by the Company in respect to the Product from time to time;

"Network" means any electronic communication between two or more computer terminals linked together through computer software and/or telecommunication satellite cable or broadcasting services or through any other medium now known or hereinafter invented;

"Person" means any person, firm, company, institution, organisation or other legal entity throughout the world;

"Product" means the product(s) Licensed by the Company pursuant to this Agreement as set out on the License Certificate(s) and shall include all computer software, the data supplied with it, any associated media, electronic documentation and printed materials and if applicable any Site;

"Product Update" means an updated version of the Product or any part of it;

"Program License Fee" means the fee (if any) payable by you pursuant to clause 3.1 as published by the Company in respect to the Product from time to time;

"Site" means any website supporting the Product;

"you" or "your" means the Licensee means the licensee under this Agreement as stated on the License Certificate.

2. GRANT OF LICENSE

2.1 The Company hereby grants to you the non-exclusive right for the License Period to install one copy of the Product on the Licensed Computers only on the terms and subject to the conditions set out in this Agreement and (if the License Certificate so states) the Royal Mail Terms which (if applicable) may be obtained from or viewed at the website address given on the License Certificate. The Product may not be accessed and used or shared between or in any way accessed and used from, either on or off Network, any Computers, other than the Licensed Computers irrespective of whether such access or use is concurrent.

2.2 If you intend to install, use or access the Product on or from more than the number of Licensed Computers or to share the Product between or in any way access it from, either on or off Network, more than the Licensed Computers then separate License Agreement(s) relating to the number of such other Computers intended to carry the Product or any part thereof must first be entered into with the Company.

2.3 The Company shall be entitled to sell or grant Licenses of the Product or any part thereof to any Person and nothing herein contained shall prevent the Company from compiling contributing to, publishing, marketing or licensing any other product in any way similar to the Product.

2.4 You shall have the right to load and store the Product on the Licensed Computers only and subject to the provisions of this Agreement to give access from the Licensed Computers to the Product only to Authorised Users.

3. LICENSE FEES

3.1 In consideration of the License granted to you under this Agreement you shall, pay to the Company on receipt of the invoice in respect thereto the Program License Fee, the First Year Data License Fee and on each Annual License Renewal the Annual License Renewal Fee(s) in each case at the Company's prevailing price for such fees in respect of the Product from time to time.

3.2 If elected by you prior to the commencement of this Agreement instead of the payments set out in clause 3.1 above you may in consideration of the License granted to you under this Agreement pay the Monthly Fee to the Company and you shall sign and effect a Direct Debit/Standing Order in such form as the Company may require for the amounts payable by you in respect of the Monthly Fee from time to time.

3.3 All fees (save for the Monthly Fee, which is stated inclusive of Value Added Tax) payable pursuant to this Agreement are stated by the Company exclusive of Value Added Tax which, if payable, shall be paid by you on presentation of an appropriate VAT invoice.

3.4 If you default in making payment of any sum payable by you pursuant to this Agreement then the Company shall be entitled (without prejudice to any other right or remedy it may have) to charge you interest on the outstanding sums at the rate of 2% per annum above Barclays Bank Plc's base rate in force from time to time from the date the payment became due until actual payment is made (irrespective of whether the date of payment is before or after any judgement or award is made).

3.5 If you default in making payment of any sum payable by you pursuant to this Agreement then the Company shall also be entitled to deny you access to The Product until outstanding fees have been paid in full, and shall not be responsible for any loss or damage you may suffer in consequence. It is expressly agreed that you will continue to remain bound by all the obligations of this Agreement during the period that access to The Product is so denied, including notice periods, annual License Renewals and further fees payable.

3.6 The Company may increase any fees payable pursuant to this Agreement at any time after having provided you with three calendar months notice thereof prior to any such increase.

4. YOUR OBLIGATIONS

You shall not:

(i) transfer the Product from the Computer it was originally installed on or load it on to any other Computer without having made a prior written request of the Company for permission to do so which permission may be refused in the Company's absolute discretion;

(ii) reverse engineer, decompile or disassemble the Product in any way;

(iii) separate the component parts of the Product for use on more than one Computer;

(iv) retain or make any copies of the Product other than the Product as provided to you by the Company pursuant to the terms of this Agreement and for a copy to be used for back-up purposes only;

(v) extract Postcode Address File Data or AFD Data from the Product other than as part of the bona fide address management task you undertake or unless the prior consent of the Company has been obtained in writing display the Product on the internet or elsewhere or make it available to anyone other than an Authorised User;

(vi) without prejudice to the generality of the foregoing, do anything with the Product which is in breach of or otherwise inconsistent with the moral rights of the Company;

(vii) post or transmit through the Product or the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law, or which, without the Company's express prior approval, contains advertising or any solicitation with respect to products or Products; or take any action which the Company in its absolute discretion considers will restrict or inhibits any other Person from using or enjoying the Product.

5. PRODUCT UPDATES, RENEWALS AND SUPPORT

5.1 If you have not elected to pay the Monthly Fee the Company shall provide you with quarterly Product Updates for the duration of this Agreement only at your specific request and at the prevailing cost for such Product Updates. It is an express condition of this Agreement that, if you have not elected to pay the Monthly Fee, you will in any event obtain an Annual License Renewal from the Company no less frequently than once in every calendar year whilst this Agreement is continuing (or such other frequency as may be notified to you by the Company in the License Certificate or otherwise) at the prevailing price for such Annual License Renewal at the time of such purchase.

5.2 If you have elected to pay the Monthly Fee you will be sent Product Updates as and when available.

5.3 Any Product support requested by you will be provided free of charge during normal working hours of 9am-5pm Monday - Friday (excluding holidays) by either Internet Electronic Mail (e-mail), World Wide Web (www) publications and documentation or telephone. Any further or subsequent Product support is chargeable at a fee agreed by you and the Company from time to time.

5.4 Any supplemental software provided by the Company to you as part of or in the course of despatching and providing Product support or in providing Product Updates or Annual License Renewals shall be provided to you at one address only (being the address set out in the License Certificate) and shall be considered part of the Product and the installation or use thereof will be subject to the terms and conditions of this Agreement.

6. ACCESS TO THE PRODUCT

6.1 This clause 6 shall apply where access to the Product and any Site is by means of HTML requests across the internet.

6.2 If you have not received a serial number and password from the Company after subscribing to the Product, you may not use the Site. You agree that you will not at any time disclose, transfer or permit any other person to use your serial number and password. You are responsible for taking all reasonable steps to ensure that no unauthorised person shall have access to your serial number and password. It is your sole responsibility to:

(i) control the dissemination and use of serial number and password;

(ii) authorise, monitor and control access to and use of your account and serial number and password; and

(iii) promptly notify the Company of any need to reset or deactivate your serial number and password.

The Company reserves the right to freeze or terminate accounts that do not conform to these requirements.

7. DURATION OF AGREEMENT

7.1 This Agreement shall commence on the Effective Date and shall remain in effect for the Initial License Period and thereafter unless terminated in accordance with this Agreement. In the event this Agreement is not renewed this Agreement shall terminate at the end of the Initial License Period or the relevant anniversary of it.

7.2 At the end of the Initial License Period and at each anniversary of the Effective Date this Agreement shall automatically renew for 12 months unless you shall previously have given written notice, to the Company at least one month but not more than three months prior to the expiration of the Initial License Period or each subsequent anniversary of the Effective Date of your intention not to renew the Agreement.

7.3 The Company shall have the right to immediately terminate this Agreement in the event of any conduct by you which the Company, in its sole discretion, considers to be unacceptable, or pursuant to clause 8 below or in the event of your breach of this Agreement or your Insolvency.

7.4 In the event this Agreement shall terminate for any reason whatsoever you shall return the Product to the Company and you shall also delete or cause to be deleted the Product from any and all computer-readable versions and shall provide the Company with a certificate attesting to such deletion.

8. DISCONTINUATION OF PRODUCT

8.1 The Company shall have the right at any time, without notice, to change, suspend, discontinue, withhold or refuse access to any aspect or feature of the Product or the Site, including, but not limited to, content, hours of availability and equipment and software needed for access or use. The Company may also impose limits on certain features and Products or restrict your access to parts or the entire Product or Site without notice or liability on its part.

8.2 The Company reserves the right at any time to withdraw the Product or any part thereof or terminate this Agreement if the Company ceases, for whatever reason, or no longer retains the right to License the Product or any part thereof, or if, in the Company's sole discretion and on reasonable grounds believes that the Product or any part thereof contains any material which infringes copyright or is defamatory, obscene, unlawful, or otherwise objectionable. The Company will in event of such withdrawal give written notice to you and you shall, on receipt of such notice, immediately comply with any of the Company's reasonable instructions with respect to such withdrawn Product.

8.3 Should the Company permanently or for a continuous period of seven days or more withdraw the Product or the Site or terminate this Agreement pursuant to clauses 8.1 or 8.2, a refund of any of the fees paid pursuant to this Agreement will be refunded pro rata to you.

8.4 The Company may at its sole discretion at any time and without warning withdraw from you or withhold the Product to you or terminate this Agreement if your activities are considered by the Company in its absolute discretion to be inappropriate or unlawful.

9. MARKETING

The Company may wish to identify you in its marketing materials as a subscriber or licensee of the Product. Your use of the Product indicates our permission for the Company to use your personal data in this manner unless you notify the Company otherwise, in writing, within five business days of the date of the License Certificate.

10. VARIATION OF TERMS OF AGREEMENT AND INFORMATION

The Company shall have the right at any time to change or modify the terms of this Agreement and the terms and conditions applicable to your use of the Product, or any part thereof, or to impose new conditions, including, but not limited to, changing fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon the Company giving notice thereof (save where otherwise specifically provided in this Agreement), which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail, or by any other means by which you obtain notice thereof. Your continued use of the Product or the Site after such notice shall be deemed to constitute acceptance of such changes, modifications or additions.

11. PRIVACY POLICY AND PUBLIC COMMUNICATIONS

You acknowledge and agree that any communications made to or by means of any portion of the Site are public. You acknowledge that:

(i) you have no expectation of privacy in any communication; and

(ii) no confidential, fiduciary, contractually implied or other relationship is created between you and the Company by reason of your transmitting a communication to any area of the Site or through the Product.

12. INTELLECTUAL PROPERTY AND OWNERSHIP

12.1 The Product is the property of the Company or the subject of a license to the Company and is protected by copyright and other intellectual property laws. It is expressly understood and agreed that all of the Intellectual Property is and will continue to be the exclusive property of the Company and/or its suppliers and/or its associated companies or entities. By using the Product and accessing the Intellectual Property, you agree that you will not take any action inconsistent with the Company's or its suppliers' or associated companies or entities' ownership rights and that you will abide by the copyright law and all other applicable international laws in general and the laws of the Isle of Man in specific with respect to such Intellectual Property. Details of the copyright to which the Product is subject is set out on the License Certificate.

12.2 You shall take all necessary measures to safeguard the Intellectual Property and proprietary rights of the Company and its suppliers and associated companies and entities in the Product and without prejudice to the generality of the foregoing shall ensure that:

(i) each and every part of the Product used by you or any Authorised User in accordance with the License shall be clearly identified as being an extract of the Product;

(ii) you will keep the License Certificate confidential and divulge it only to Authorised Users;

(iii) you use your best efforts to ensure that Authorised Users abide by the terms and conditions of this Agreement and in particular but without limitation do not reproduce, redistribute, retransmit, publish or republish or otherwise commercially or in any other way exploit the Product save only as permitted under the terms of this Agreement;

(iv) you monitor compliance by each Authorised User with the terms of this Agreement and immediately on becoming aware of any unauthorised use by an Authorised User of the Product or any part thereof or other breach of this Agreement take all reasonable steps both to ensure that such Authorised User ceases such activity and to prevent any recurrence of it including where necessary by terminating that Authorised User's access to the Product or any part thereof;

(v) you use your best efforts to ensure that only Authorised Users are permitted access to and use of the Product;

(vi) you maintain all copyright notices relating to the Product on all copies of or on any part of the Product held under your control; and

(vii) comply with all applicable law as it relates to the use or access of the Product.

12.3 Unless expressly agreed by the Company you shall not:

(i) alter, modify, delete, conceal, obscure, remove or otherwise tamper with the trade marks, trade names, numbers, copyright or other proprietary legends or designations of origin or other means of identification notices or disclaimers used on or in relation to the Product from time to time;

(ii) do, or authorise any Authorised User or other Person to do any act which would or might invalidate or be inconsistent with any Intellectual Property of the Company in the Product and shall not omit or authorise any third party to omit or do any act which by its omission would have that effect or character.

13. USE OF CONTENT, COPYRIGHT AND LICENSE TO DOWNLOAD MATERIAL

The Company owns the copyright or has had Licensed to it all Intellectual Property, and unauthorised copying of any Intellectual Property is prohibited. Subject to this Agreement, the Company grants to you, whilst your subscription to the Product subsists, a limited License to download the Product, data files, installation software, example and instruction pages and web building templates for the sole purpose of enabling you to make use of the Product in accordance with this Agreement and where applicable have access to the Site. No other licensing rights are granted.

14. WARRANTIES

14.1 The Company warrants that it has the right to license the rights granted to you under this Agreement and that the Product will perform substantially in accordance with the description of the Product provided to you for a period of 90 days from the date of receipt of the Product by you. No other warranties are given by the Company.

14.2 The Company's (and its agents, employees, suppliers' and/or any other third party associated with or in the employ of the Company) total liability under this Agreement, if any, will be limited to the equivalent of one month's fees paid up by you for the Product.

14.3 The warranties set out in this clause 14 are in lieu of all warranties, conditions, terms, undertakings, and obligations implied by statute, common law, custom, trade usage, course of dealing, or otherwise, all of which are hereby excluded to the fullest extent permitted by law.

15. CUSTOMER ACKNOWLEDGEMENTS

YOU EXPRESSLY AGREE THAT:

(i) use of the Product and the Site is at your sole risk. The Company does not warrant that Product or the Site will be uninterrupted or error free;

(ii) although the Company has attempted to provide accurate information on the Product to you, the Company does not assume any responsibility for, or make any representation with respect to the accuracy or completeness of such information;

(iii) the Product or Site is provided "AS IS," and the Company expressly disclaims any implied or expressed warranties or conditions of any kind (except for the warranty provided in clause 14 above), including warranties of merchantability, fitness for a particular purpose or non-infringement of intellectual property relating to such Product.;

(iv) you specifically acknowledge that the Company is and will not be liable for any defamatory, offensive or illegal conduct by you or other third party as it relates to the Site and the Product;

(v) the Company and its associated companies and entities, suppliers and agents shall not be liable for any infection by any virus or damage to any computer that results from the use, access to the Product or the Site or downloads of any Intellectual Property therefrom;

(vi) the Company shall not be liable or responsible for any loss or damage caused in whole or in part by the occurrence of any contingency beyond the control of the Company, including but not limited to fires, civil unrest, riots, rebellions, accidents, explosions, interruptions or imperfections in telephone cables or computer systems, network or internet disruptions, electrical disturbances, power failures, satellite malfunctions or interruptions, floods, storms or any similar act or act of God;

(vii) in no event shall the Company its associated companies and entities, suppliers or agents be liable for any damages whatsoever, including (without limitation, special, indirect, consequential or accidental damages, including, without limitation, damages resulting from the use or reliance on the information presented, loss of profits or revenues or cost of replacement of goods save as provided in clause 14 above;

(viii) compliance with data protection laws applying in any jurisdiction where the Product is used by you or otherwise applying to you shall be your sole responsibility and you hereby warrant to the Company that you have and will comply with all such data protection laws in connection with your use of the Product;

(ix) you will provide the Company with all information reasonably requested by it within 7 days of a request by the Company requesting such information and on request provide facilities to the Company during business hours to inspect at your premises any records, documents and Computers in each case for the purpose only of ensuring your compliance with the terms of this Agreement;

(x) the Royal Mail Terms shall form part of this Agreement if it is stated in the License Certificate to so apply; and

(xi) the License shall be governed by this Agreement which shall apply irrespective of whether you have provided in any order or otherwise for any other terms and conditions to apply to this License, such other terms and conditions being of no effect.

16. SEVERABILITY

If any part of this Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, it shall to that extent be severed from the remainder of the Agreement, which shall continue to be valid and enforceable.

17. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Company, its associated companies and entities, its suppliers and their respective officers, and agents and/or any other third party associated with or in the employ of the Company or such other Person from and against all claims and expenses, including legal fees, arising out of your use of the Product and the Site or any use made of your account with the Company.

18. TRANSFER

You may only transfer, assign sub-License or otherwise deal with the License granted under this Agreement if you have obtained the Company's express written consent which may be refused in the absolute discretion of the Company. The Company may transfer or assign this agreement in its absolute discretion.

19. APPLICABLE LAWS

19.1 The terms of this Agreement are governed by Isle of Man Law.

19.2 You agree to the exclusive jurisdiction of the Isle of Man courts in relation to any dispute, which may arise under this Agreement.

20. CONFIDENTIALITY

You shall during the term of this Agreement and thereafter keep and procure that your employees, contractors and agents keep secret and confidential all business, technical and commercial information concerning the Company and the Products that you have received or obtained as a result of the entering into of this Agreement save for information which is trivial or obvious or which enters into the public domain other than as a result of a breach of this clause.

21. ADDITIONAL PROVISIONS APPLICABLE TO NAMES & NUMBERS PRODUCTS

21.1 It is a further condition of this Agreement that you agree that:

(i) it is your responsibility to contact the Mailing Preference Service (MPS), the Telephone Preference Service (TPS) and the Corporate Telephone Preference Service (CTPS) (which are updated approximately every 28 days) to check and eliminate any records obtained from the Product before using such records for marketing, research or survey purposes;

(ii) no records obtained directly from the Product shall be used for marketing, research or survey purposes unless they are records including an Organisation Name, or are shown in The Product to be included in the "Edited Electoral Roll".

(iii) you will follow the following codes of practice when contacting people by telephone using records obtained from the Product:

(a) never call a person who has registered with the TPS or an Organisation registered with the CTPS;

(b) always identify yourself clearly;

(d) never adopt a menacing or annoying manner;

(e) remain polite, respectful and never use profanities or bad language;

(f) immediately end a call when requested to do so;

(g) always respect a request not to be contacted again;

(h) never telephone during unsocial hours (i.e never call a private residence before 10a.m (11a.m at weekends or holidays) or after 10p.m.)

21.2 The Mailing Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3310 or http://www.mpsonline.org.uk and the Telephone Preference Service and Corporate Telephone Preference Service can be contacted at DMA House, 70 Margaret Street, London, W1W 8SS; telephone 020 7291 3320 or http://www.tpsonline.org.uk.

21.3 In addition to the fees payable pursuant to clause 3 of this Agreement you shall:

(i) pay to the Company a Data Extract License Fee for each thousand (or part thereof) records extracted from the Product after the first 100,000 address records have been extracted. For the purpose of this clause an "address record" is a record of one person or organisation at one delivery point and shall not include the use of the Product for address capture, address list cleaning, and address look up; and

(ii) submit a quarterly return to the Company detailing the records which have been extracted by you in the previous quarter in the format requested by the Company from time to time. The returns shall be submitted to the Company by the 15th April, 15th July, 15th October and 15th January in each year in respect of the 3 month period ending on the last day of the previous month.

22. ADDITIONAL PROVISIONS APPLICABLE TO CENSATION CENSUS-BASED AND OTHER NATIONAL STATISTICS DATA

22.1 Censation contains Census output which is Crown copyright and is reproduced with permission of the controller of HMSO and the Queen's printer for Scotland

22.2 The Census output contained in Censation incorporates safeguards against the possible identification of any particular person or household. You shall not use such output to attempt to obtain or deriveinformation relating specifically to an individual or household, nor claim to have obtained or derived such information.

22.3 You shall not operate any Bureau Services that make use of data or information from Censation.

22.4 Parliamentary Constituency and other National Statistics data is sourced from National Statistics. Crown copyright material is reproduced with the permission of the Controller of HMSO.

23. ADDITIONAL PROVISIONS APPLICABLE TO MAP DATA

23.1 The Map Data supplied with AFD Postcode products is copyright of Collins Bartholomew Ltd

23.2 All screen images derived or generated from the data should incorporate the following acknowledgements:

Digital Map Data © Collins Bartholomew Ltd (year)

"year" shall be the year in which The Product was purchased or most recently renewed.

23.3 Hard copy prints from the map data up to and including A4 size are permitted under the terms of this agreement. Hard copy output for resale or distribution to third parties may not be produced by you without the written permission of Collins Bartholomew. All hard copy output produced from the data should incorporate the following acknowledgements:

Digital Map Data © Collins Bartholomew Ltd (year)

"year" shall be the year in which The Product was purchased or most recently renewed

24. ADDITIONAL PROVISIONS APPLICABLE TO BANKFINDER

24.1 All property rights in the Irish Bank sort code and validation data supplied with AFD BankFinder are the property of IPSO and/or its member banks, and that title shall not pass to you under any circumstances.

24.2 You shall not grant any license or otherwise permit any third party to use the Irish Validation Data or the Product.

24.3 You shall procure that only those employees and information technology contractors who have a need to know are given access to the Irish Validation Data supplied; and so that each such employee and contractor shall be advised that the Irish Validation Data is the property of IPSO and/or the Banks, and further is required to be kept confidential. You shall procure that the Irish Validation Data is kept confidential by such employees and contractors.

24.4 You shall not reverse engineer, publish or cause to be distributed the modulus rules used in validation.

24.5 You shall not publish or cause to be distributed a paper directory of Validation Data or Sort Code Data, and whether in competition with IPSO's publication entitled "Sort Code Book" or otherwise.

25. ADDITIONAL PROVISIONS APPLICABLE TO GRID REFERENCE DATA

25.1 The Product contains Ordnance Survey data © Crown copyright and database right 2012.

25.2 The Product contains Royal Mail data © Royal Mail copyright and database right 2012.

ROYAL MAIL TERMS

Please note not all sections may relate to your License.

1. DEFINITIONS

1.1 Where the context so admits, the following words and expressions shall have the following meanings:

"Alias" means the database known as the 'Alias File', which contains 'Locality', 'Thoroughfare', 'Alias - Delivery Point' and 'County Alias' details;

"Associate" means a business that has entered into and operates in accordance with an Associate Contract;

"Associate Contract" shall have the meaning given in clause 1.9 of Part 4 of Schedule 1 to Annex 3;

"Associate Group" means a network, established or operated by the End-User, of businesses comprising that End-User and a minimum of ten (10) Associates (unless otherwise agreed in writing with the Solutions Provider) each of which has an Associate Contract with that End-User;

"Associate Group Owner" means the End-User where it has established or operates an Associate Group;

"Associate Group Solution" means a Solution (other than an External Transaction Solution) supplied or to be supplied by the Solutions Provider to the End-User where it is an Associate Group Owner for use by it and Associates participating in its Associate Group to the extent permitted pursuant to this Agreement;

"Broker" means a business that has entered into and operates in accordance with a Broker Contract;

"Broker Contract" shall have the meaning given in clause 1.10 of Part 5 of Schedule 1 to Annex 3;

"Broker Group" means a network, established or operated by the End-User, of businesses comprising the End-User and a minimum of ten (10) Brokers (unless otherwise agreed in writing with Royal Mail) each of which has a Broker Contract with the End-User;

"Broker Group Owner" means the End-User where it has established or operates a Broker Group;

"Broker Group Solution" means a Solution (other than an External Transaction Solution) supplied or to be supplied by the Solutions Provider to the End-User where it is a Broker Group Owner for use by it and Brokers participating in its Broker Group to the extent permitted pursuant to this Agreement;

"Cleansed Customer Database" means a Customer Database upon which Database Cleansing (or any element thereof) has been performed by the End-User;

"Cleansed End-User Database" means the End-User Database upon which Database Cleansing (or any element thereof) has been performed by the End-User;

"Confidential Information" means any information of a confidential or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software, databases and data, physical objects and samples) relating to the business, operations, customers, processes, budgets, product information, know-how and strategies of either party or Royal Mail;

"Corporate Licence Website" means the Royal Mail website that lists Corporate Licensees and which is generally accessible to persons which have entered into a licence agreement with Royal Mail for the use of PAF®;

"Corporate Licensee" means a legal entity which is licensed to use PAF® pursuant to an agreement with Royal Mail known as the "Corporate Group Licence Agreement";

"Created Data" means any data added to an End-User Database or to a Customer Database or to create a new database where previously there was none, as a result of the carrying out of Data Creation;

"Customer Database" means an End-User Customer's electronic compilation of records, database or mailing list, which existed prior to any Database Cleansing being carried out pursuant to this Licence Agreement in respect of the same;

"Data" means the databases known as PAF® and/or Alias and any extracts from or updates to any of the same, that the End-User has elected to receive pursuant to the terms of this Licence Agreement as supplied or contained in any product, service or solution supplied by the Solutions Provider;

"Data Creation" means the use of the Data, whether incorporated in a Solution or otherwise, to create a new Record or Records by:

(i) add any PAF® Record or PAF® Records; and/or

(ii) add any PAF® Record Element or PAF® Record Elements;

in each case, to an End-User Database or to a Customer Database or to create a new database where previously there was none;

"Data Supply Medium" means the format on or method by which the Data is supplied or made available to the End-User;

"Database Cleansing" means any activity which involves the processing of an End-User Database or Customer Database using the Data and includes:

(i) the verification of an existing Record in the End-User Database or Customer Database as being the same as the entry on the Data;

(ii) the amendment of an existing Record in the End-User Database or Customer Database to correct the address so that it contains the same information as the entry on the Data;

(iii) the standardisation of an existing Record in the End-User Database or Customer Database into a "PAF® format";

(iv) the flagging or marking of an existing Record in the End-User Database or Customer Database as being the same as the Data;

(v) adding further information derived from the Data to an existing Record in the End-User Database or Customer Database; and/or

(vi) extracting duplicate existing Records in the End-User Database or Customer Database;

but does not include Data Creation;

"Delivery Point" means a complete postal address (business or residential), including a Postcode, to which mail is delivered;

"End-User" shall mean the single legal entity entering into this Licence Agreement with the Solutions Provider;

"End-User Customer" means a customer of the End-User which has entered into a written agreement with the End-User in respect of it carrying out Database Cleansing for that customer;

"End-User Database" means the End-User's electronic compilation of records, database or mailing list which existed prior to any Database Cleansing being carried out pursuant to this Licence Agreement in respect of the same;

"European Commission Approved Transfers" means transfers of personal data: (a) within the European Economic Area (b) to such other countries as are approved from time to time by the European Commission as having an adequate level of protection for personal information or (c) which are protected by legislation or frameworks within other countries where such legislation or frameworks have been approved by the European Commission as having an adequate level of protection for personal information;

"Extended Use Solution" means a Solution whereby the End-User is permitted to make the Data available to third party users of the End-User's own services for the limited purpose of confirming certain address details for the purposes of the subsequent delivery of such third party user's mail, packages, products or services by the End-User;

"External Transaction Solution" means a Solution whereby the End-User operates a publicly available website (or a technical equivalent) which offers products and services to its Service Recipients and which can capture, verify, update or amend an address or postcode entered by a Service Recipient;

"Intellectual Property Rights" means all intellectual and industrial property rights including, without limitation, patents, utility models, trade marks, service marks, design rights (whether registered or unregistered), copyrights, database rights, semiconductor topography rights, proprietary information rights, any other similar proprietary rights and all applications, extensions and renewals in relation to such rights as may exist anywhere in the world or be recognised in the future;

"Internal Transaction Solution" means a Solution whereby the End-User accesses or is able to access the Data for its own internal use by way of Transactions;

"Licence Agreement" means the terms comprising body of this agreement together with its annexes (if any);

"Limited Record Selection" means an option selected by the End-User which entitles it to access up to a maximum of two hundred thousand (200,000) PAF® Records across a maximum of up to four (4) adjoining Postcode Areas;

"Load-Balancing Purposes" means the purposes of splitting work, data, software or other materials between multiple computers, network links or other resources in order to optimise resource usage, minimise response time and improve reliability;

"Look Up Solution" means a Solution whereby the End-User offers a service to its Service Recipients by telephone, mobile telephone, PDA, on the internet or through other technical equivalents which allows a Service Recipient to obtain individual addresses or Postcodes for such Service Recipient's own personal use;

"Maximum Data Return" shall have the meaning given in the definition of "Transaction" in this clause 1;

"PAF®" means the database, or any part of it, known as the 'Postcode Address File' containing all known delivery address and Postcode information in the United Kingdom as may be amended from time to time. "PAF" is a registered trade mark of Royal Mail;

"Permitted Subcontracting Purposes" means purposes of the provision of data storage and/or information technology services to the End-User or where the sub-contractor is otherwise acting on behalf of the End-User for the End-User's own internal business purposes;

"Postcode" means a single alphanumeric code owned and developed by Royal Mail and allocated by Royal Mail to identify an address or number of addresses;

"Postcode Area" means the area identified by the outward part of the Postcode comprising the first two alphabetic characters;

"Principal Products" shall have the meaning given in clause 1.9 of Part 5 of Schedule 1 to Annex 3;

"Record" means an individual entry in or to be made in a collection of data containing a Delivery Point or details of part of a Delivery Point and which may also contain a business or consumer name;

"Royal Mail" means Royal Mail Group Limited;

"Service Recipient" means a recipient of products or services from the End-User, whether a fee-paying customer or otherwise. For the avoidance of doubt, such recipient must be a third party and not a representative of the End-User itself;

"Solution" means any product, service or other solution of the Solutions Provider's which is modified or enhanced by, incorporated with, created using, derived from or derives benefit from, or involves the supply or the making available of the Data or any part of the Data (including the provision of raw Data). Such product, service or solution may: (i) be produced in any form, including any device, solution, software or database; (ii) be in written form or produced electronically; and (iii) include functionality, software, services or other data in addition to the Data itself;

"Solutions Provider" means the person licensed by Royal Mail (or sub-licensed by another person that is licensed to do so) to obtain copies and updates of the Data to enhance its own Solutions for supply to the End-User;

"Term" means the period agreed between the Solutions Provider and the End-User;

"Transaction" means, in response to a query relating to a Delivery Point (or part thereof) and/or the Alias data relating to a Delivery Point, a verification of that query and/or a return of data of up to a maximum of one hundred (100) Delivery Points and the Alias data relating to such returned Delivery Points ("Maximum Data Return"). For the avoidance of doubt:

(i) data comprising parts (rather than the whole) of Delivery Points may be returned;

(ii) further searches within the returned data (provided no additional data is returned as part of such search) are not considered to be a further "Transaction";

(iii) returns of data in excess of the Maximum Data Return shall be an additional "Transaction" or additional "Transactions" (as appropriate depending on the amount of data returned);

"User" means an individual work station or terminal or hand-held or otherwise portable device internal to the End-User; and

"Working Day" means any day which is not a Saturday, Sunday or public holiday in England.

1.2 Except where the context otherwise requires, words denoting the singular include the plural and vice versa, words denoting any gender include all genders and words denoting persons include firms and corporations and vice versa.

1.3 In the event of any inconsistency or conflict between any provisions of the clauses of the main body of this Licence Agreement and any provision of the annexes, the former shall prevail, but only to the extent of the relevant conflict or inconsistency.

1.4 Clause headings are for ease of reference only and do not affect the construction of this Licence Agreement.

1.5 Any references in this Licence Agreement to any enactment, order, regulation or other similar instrument shall be construed as a reference to the enactment, order, regulation or instrument as amended by any subsequent enactment, order, regulation or instrument or as contained in any subsequent re-enactment thereof.

2. LICENCE

The End-User may use the Data in the Solution as provided to the End-User by the Solutions Provider on a non-exclusive, non-transferable, revocable basis, for the Term (unless terminated earlier), in accordance with the terms of this Licence Agreement.

3. LIMITS ON USE OF THE DATA

3.1 General Limits on Use

3.1.1 The End-User shall use the Data for its own internal use only except as and only to the extent expressly permitted pursuant to this Licence Agreement.

3.1.2 Except as is expressly permitted by the terms of this Licence Agreement, the End-User shall not:

3.1.2.1 use any of the Data or any Solution to create its own products or services containing any of the Data to provide or offer to any third party;

3.1.2.2 copy or reproduce (subject to clauses 3.1.3 and 3.1.4), extract, publish or reutilise the whole or any part of the Data;

3.1.2.3 transfer, sell, license, disseminate or in any way part with possession of the whole or any part of the Data to any third party.

3.1.3 The End-User may make copies of the Data to the extent reasonably necessary for the following purposes only: back-up, security, disaster recovery purposes and testing.

3.1.4 The End-User may also make identical copies of the Data supplied to it to the extent reasonably necessary for Load-Balancing Purposes. The End-User shall ensure that such copies are not used for any other purpose and shall notify the Solutions Provider where it does make any such copies.

3.1.5 Except as expressly stated in this Licence Agreement, the End-User shall not:

3.1.5.1 carry out any Data Creation unless it has the prior written consent of the Solutions Provider and then provided only that any such Data Creation is deemed to be a further copy of the Data;

3.1.5.2 subject to the provisions of Schedule 1 to Annex 3, supply or give access to any Created Data or any database or copy of a database (or, in each case, any part thereof) which includes any Created Data.

3.1.6 The End-User is permitted to carry out Database Cleansing only in respect of its own End-User Databases and Customer Databases (and in respect of such Database Cleansing and then the supply of a Cleansed Customer Database to the End-User Customer from which it originated as a Customer Database, this shall be known as "Bureau Services") and not any other databases and provided that:

3.1.6.1 in respect of End-User Databases, it at all times complies with the provisions of clauses 3.1.7 to 3.1.11; and

3.1.6.2 in respect of Customer Databases, it at all times complies with the provisions of Part 6 of Schedule 1 to Annex 3.

3.1.7 The End-User shall only be entitled to use each Cleansed End-User Database for its own internal use and, subject to clauses 3.1.8 to 3.1.10, for supply to third parties.

3.1.8 For the purposes of clauses 3.1.9 and 3.1.10:

3.1.8.1 the meaning of "series of connected databases" shall include (but not be limited to) databases directly or indirectly derived from a single database or originating from the End-User or End-User Customer;

3.1.8.2 the meaning of "substantially all" can be determined qualitatively or quantitatively and shall be determined in the reasonable opinion of Royal Mail;

3.1.8.3 the expression "normal data supply activities" includes any activities carried out by the End-User as part of or in connection with its day to day business of providing address database services to third parties and may, as appropriate, include (but not be limited to) mailing list supply to mailing houses or other mailing list purchasers and the provision of sample address lists for market research purposes, but shall not include further database cleansing by the End-User, or the licensing of any third party by the End-User to reproduce the Cleansed End-User Database or to use it for database cleansing purposes; and

3.1.8.4 any description of a "comprehensive postal address database" includes a description of an address database as comprising all or substantially all the delivery points in the United Kingdom, England, Scotland, Wales or Northern Ireland, or any description of similar meaning or effect.

3.1.9 Any Cleansed End-User Database, which (as a single database or as part of a series of connected databases) comprises all or substantially all the Delivery Points in the United Kingdom or any of England, Scotland, Wales or Northern Ireland, may only be supplied by the End-User to a third party where it all times complies with the provisions of clause 3.1.10.

3.1.10 Any Cleansed End-User Database which (either on its own or as part of series of connected databases) comprises all or substantially all the Delivery Points in the United Kingdom or any of England, Scotland, Wales or Northern Ireland may only be supplied by the End-User to third parties (the "First Level Third Parties"), and by such First Level Third Parties to other third parties (the "Second Level Third Parties"), provided that:

3.1.10.1 neither the End-User nor any third party shall at any time promote, market, represent or hold out the Cleansed End-User Database as being a "master" comprehensive postal address database or "original" comprehensive postal address database or as being of any similar description;

3.1.10.2 such Cleansed End-User Database shall be supplied by the End-User to a First Level Third Party or by a First Level Third Party to a Second Level Third Party, in each case only as part of its normal data supply activities;

3.1.10.3 any such supply to a Second Level Third Party is subject to a requirement that the Cleansed End-User Database shall at all times be used only for the internal purposes of any such Second Level Third Party (and not for supply to any other third party);

3.1.10.4 any such supply to a Second Level Third Party is subject to requirements on such Second Level Third Party not to reproduce or make any copies of the Cleansed End-User Database or of a substantial part thereof for supply to any other third party and not to make any such supplies; and

3.1.10.5 during the Term and for a period of six (6) years after the date of termination of this Licence Agreement, any supply to any First Level Third Party or Second Level Third Party is subject to a prominent notice stating that the Cleansed End-User Database has been cleansed against Royal Mail's PAF® being attached and embedded electronically in any soft copy of, and being attached to any hard copy medium comprising or containing any such Cleansed End-User Database.

The provisions of this clause 3.1.10 shall continue to operate after any expiry or termination of this Licence Agreement.

3.1.11 The End-User may include the following statement, provided only that its use is reasonable, on its business stationery and publicity material and provided that such use is not permitted after the date of expiry or termination of this Agreement: "[Name of End-User] processes databases against Royal Mail's PAF® and Alias databases."

3.1.12 During the Term and for a period of three (3) years after the date of termination of this Licence Agreement, the End-User shall, upon request provide within twenty (20) Working Days to the Solutions Provider, the name and contact details of all third parties to whom the Cleansed End-User Database has been supplied. The provisions of this clause 3.1.12 shall continue to operate after any expiry or termination of this Licence Agreement.

3.1.13 The provisions of Schedule 1 to Annex 3 (Advanced Options) shall also apply where the End-User receives or is able to access a Solution that is or includes the Look Up Solution, External Transaction Solution, Extended Use Solution, Associate Group Solution or Broker Group Solution or where it wishes to provide Bureau Services.

3.2 Data Protection

3.2.1 The Parties' attention is drawn to the Data Protection Act 1998, Directive 95/46/EC of the European Parliament and any legislation and/or regulations implementing them or made in pursuance of them (the "Data Protection Requirements"). The End-User acknowledges that Royal Mail is the data controller in respect of any personal data in the Data. Royal Mail and the Solutions Provider acknowledge that the End-User is the data controller in respect of any personal data in its own database whether it has been cleansed, modified or otherwise. The End-User agrees it will not do or omit to do any act which would place it, the Solutions Provider or Royal Mail in breach of the Data Protection Requirements and each Party warrants to the other that it will duly observe all its obligations under the Data Protection Requirements which arise in connection with the performance of this Licence Agreement. The End-User agrees that it shall:

3.2.1.1 implement appropriate technical and organisational measures to protect personal data within the Data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access;

3.2.1.2 promptly refer to Royal Mail (either directly or indirectly via the Solutions Provider any queries relating to the personal data within the Data from data subjects, the Information Commissioner or any other law enforcement authority, for Royal Mail to resolve;

3.2.1.3 promptly upon request from Royal Mail provide such information to Royal Mail as Royal Mail may reasonably require to allow it to comply, in relation to the personal data within the Data, with the rights of data subjects, including subject access rights, or with information notices served by the Information Commissioner; and

3.2.1.4 ensure that if, during the term of this Licence Agreement, it intends to make any transfers of personal data within the Data which are not European Commission Approved Transfers, then it shall, prior to any such transfer, obtain Royal Mail's consent and at the End-User's own cost provide such further information and sign such further documents, agreements or deeds as Royal Mail may require to ensure the adequate protection of the personal data.

For the purposes of this clause 3.2 "data controller", "data subject", "personal data" and "processing" shall have the meanings ascribed to them in the Data Protection Act 1998.

3.3 Sub-Contracting

3.3.1 The End-User shall be permitted to provide Data or allow the provision of or access to Data to its sub-contractors only for the purposes of and to the extent necessary for:

3.3.1.1 the provision of data storage and/or information technology services to the Solutions Provider; and/or

3.3.1.2 the sub-contractor to otherwise act on behalf of the End-User for the End-User's own internal business purposes;

and, in each case, only using the Data for the End-User's own business purposes and not otherwise for the sub-contractor's own purposes or benefit and only provided that it at all times complies with clause 3.3.2.

3.3.2 The End-User shall ensure that:

3.3.2.1 the Solutions Provider has given its prior written consent to the End-User's use of such sub-contractor within ten (10) Working Days of request and the End-User shall inform the Solutions Provider or Royal Mail (as appropriate) of the name and address of the sub-contractor and such other details as the Solutions Provider and/or Royal Mail may reasonably request; and

3.3.2.2 such sub-contractor has entered into a written agreement with the End-User on terms which reflect the use of the Data permitted pursuant to clause 3.3.2 and which are otherwise no less onerous, and which do not grant more extensive rights, than those contained in this Licence Agreement (the "Sub-Contractor Agreement") in relation to the Data and which:

(a) includes termination provisions equivalent, as between End-User and its sub-contractor, to those set out in this Licence Agreement and which provide that the agreement will automatically terminate if this Licence Agreement is terminated or if the End-User otherwise ceases to be licensed to use and/or permit the sub-contractor to use the Data;

(b) contains provisions relating to confidentiality and to the ownership and protection of the Data and Intellectual Property Rights subsisting in and/or relating to the Data, which are no less onerous than and which do not grant more extensive rights than those contained in this Licence Agreement, including (without limitation) clauses 2 (Licence), 3 (Limitations on Use of the Data by End-Users), 6 (Liability) and 7 (Property Rights in the Data); and

(c) enables Royal Mail to directly enforce all terms relating to the Data by virtue of the Contracts (Rights of Third Parties) Act 1999; and

3.3.2.3 the End-User shall not be relieved of any of its obligations under this Licence Agreement and shall remain primarily responsible for the acts and omissions of its sub-contractors as though they were its own and shall be responsible for all loss or damage (whether direct or indirect or consequential) howsoever arising out of or in connection with such sub-contractor's use of or access to the Data;

3.3.2.4 the End-User promptly provides to Royal Mail copies of such Sub-Contractor Agreements as may be requested by Royal Mail (or the Solutions Provider on behalf of Royal Mail) from time to time.

4. END-USER OBLIGATIONS

4.1 The End-User shall keep a complete and accurate audit trail of all financial and non-financial transactions relating to this Licence Agreement and shall retain the same for a period of six (6) years. The End-User shall grant the Solutions Provider and/or Royal Mail and/or their agents reasonable accompanied access upon reasonable prior notice, during working hours, to its premises, accounts and records relevant to this Licence Agreement for the purposes of verifying and monitoring the End-User's compliance with its obligations under this Licence Agreement (the "Audit") and shall provide all reasonable cooperation and assistance in relation to the Audit. Royal Mail shall not carry out an Audit more than once in any twelve (12) month period except where it reasonably suspects that the End-User has failed to comply with any of its obligations under this Licence Agreement.

4.2 The End-User shall comply with all laws and regulations applicable to its use of the Data.

5. FEES

5.1 The Solutions Provider acknowledges that the fees that it is charged by Royal Mail in relation to the Data and its subsequent usage by End-Users are calculated on the same basis as those charged to all solutions providers operating under the same or similar terms. Such fees may be amended by Royal Mail each year. The current fees are, and any varied fees will be, made publicly available by Royal Mail by being published on its publicly available website, which is currently at www.royalmail.com, from time to time. The Solutions Provider acknowledges that it is not under any obligation to Royal Mail to charge certain fees to the End-User.

5.2 The End-User acknowledges that it has made all reasonable efforts to ascertain if it is a Corporate Licensee in advance of paying any fees to the Solutions Provider, including making all reasonable enquiries of any parent companies and/or subsidiaries and checking the Corporate Licence Website.

5.3 Where the End-User is required by the Solutions Provider to pay any fees calculated on a Transaction basis (other than where this is an annual fee for unlimited Transactions) in relation to any Data stored by it (rather than by the Solutions Provider for the End-User to remotely access) then it shall ensure that access to that Data is controlled by means of a Transaction Management System. Notwithstanding the foregoing, the End-User shall at all times ensure that the Maximum Data Return is not exceeded in any single Transaction.

5.4 Where the End-User has elected to pay any fees for any of the Data calculated on per User basis the applicable fee shall be payable in respect of each User which has the ability to access any of the Data from time to time. The End-User shall not allow any Users in excess of the number that it has notified to the Solutions Provider to access or have the ability to access any of Data.

5.5 Where the End-User has elected to only be able to access, and hence pay any fees, for Data for certain Postcode Areas and/or "Limited Record Selection" then it shall ensure that it does not access any Data in excess of that Data so selected.

5.6 Where the End-User purchases a block or blocks of Transactions by the Solutions provider, each such block of Transactions shall remain valid for a period of twelve months from the date of supply or the making available of that block. At the end of each such twelve month period any unused Transactions in such block shall be deemed to be expired and, as directed by the Solutions Provider, shall either not be used or shall be charged for as if they were a further block.

6. LIABILITY

6.1 Royal Mail does not in any way warrant the accuracy or completeness of the Data and shall not be liable for any loss or damage (whether direct or indirect or consequential) howsoever arising out of or in connection with this Licence Agreement or its termination, except to the extent that such liability may not be lawfully excluded.

6.2 Royal Mail is not liable in any way in respect of any Data or Solutions provided by the Solutions Provider to the End-User.

6.3 Even if the Solutions provided to the End-User by the Solutions Provider are designated as Royal Mail approved, Royal Mail does not in any way warrant that such Solutions have been tested for use by any party or that such Solutions will be suitable for or be capable of being used by any party.

6.4 Royal Mail shall not be obliged in any circumstances to provide any Data or any Solutions direct to the End-User.

6.5 For the avoidance of doubt, neither party excludes liability for any personal injury or death which is caused by their negligence or for any other liability which may not be excluded by law.

6.6 The provisions of this clause 6 shall continue to operate after any expiry or termination of this Licence Agreement.

7. PROPERTY RIGHTS IN THE DATA

7.1 The Data and all Intellectual Property Rights subsisting in and/or relating to the Data from time to time are and shall remain the property of Royal Mail or its licensors. The End-User shall acquire no rights in the Data or the Intellectual Property Rights except as expressly provided in this Licence Agreement. This Licence Agreement shall not operate as an assignment by Royal Mail or the Solutions Provider of any Intellectual Property Right that may subsist in or relate to the Data.

7.2 Royal Mail reserves all its Intellectual Property Rights in the Data and reserves its rights under this Licence Agreement (including all its rights to take enforcement action in respect of the same) in relation to any use of the Data (or any part of the Data) by the End-User and/or any End-User Customer which is not permitted under this Licence Agreement. This shall include, without limitation, any provision to a third party of a copy of or access to any Cleansed End-User Database or Cleansed Customer Database or any other database which is in breach of or results from a breach of this Licence Agreement.

7.3 The End-User shall not remove or tamper with any Intellectual Property Rights notice attached or used in relation to the Data.

7.4 The Licence Agreement does not grant to the End-User any right to use any of the trade marks, service marks, business names or logos of Royal Mail.

7.5 The provisions of this clause 7 shall continue to operate after the termination of this Licence Agreement.

8. ASSIGNMENT

The End-User shall not assign any of its rights or obligations under this Licence Agreement or otherwise transfer this Licence Agreement or any part of it (including any licence) without the prior written consent of the Solutions Provider.

9. GENERAL

9.1 This Licence Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the English courts.

9.2 The provisions of this clause 9 shall continue to operate after any expiry or termination of this Licence Agreement.

SCHEDULE 1 TO ANNEX 3

ADVANCED OPTIONS

PART 1 - LOOK UP SOLUTIONS

Recitals

(A) Look Up Solutions exist to allow End-Users to make limited amounts of Data available to third parties in order to confirm certain address details in response to enquiries by such third parties.

(B) Where an End-User wishes to use any such Look Up Solutions it must at all times do so on the terms and conditions consistent with this Part 1 of Schedule 1 to Annex 3.

1. Look Up Solutions: Operative Provisions

1.1 Where the End-User provides a Look Up Solution, the End-User shall:

1.1.1 at all times have possession and control of the Data and under no circumstances shall the End-User pass the same to any of its Service Recipients or other third party other than as expressly permitted by this Part 1 of Schedule 1 to Annex 3;

1.1.2 only offer the Look Up Solution as a look-up service, which enables its Service Recipients to search for an individual address and/or postcode;

1.1.3 only provide the information set out in paragraph 1.1.2 above in response to an enquiry submitted by a Service Recipient contacting the End-User;

1.1.4 only permit each Service Recipient to submit fifteen (15) enquiries to the look up service each day and shall only provide responses to fifteen (15) such enquiries per day from each Service Recipient; and

1.1.5 where it provides the Look Up Solution over the internet it must only offer the Look Up Service on its own publicly available website and not on any third party publicly available website and it must provide its Service Recipients with the "Service Recipient Licence" set out below:

"You are receiving or have received information which is derived from databases (or parts or extracts thereof) of which Royal Mail is the owner or creator, or otherwise authorised to use (the "Data"). Royal Mail owns, or is licensed, all Intellectual Property Rights which subsist in and/or relate to that Data from time to time. You must not at any time copy, reproduce, publish, sell, let, lend, extract, reutilise or otherwise part with possession or control of or relay or disseminate any part of this information or use it for any purpose other than your own private or internal use. You shall only be entitled to submit a maximum of fifteen (15) enquiries to this look up service per day."

PART 2 - EXTERNAL TRANSACTION SOLUTIONS

Recitals

(A) External Transaction Solutions exist to allow End-Users to make limited amounts of Data available to third parties in order to confirm certain address details where a product or service is being made available to such third parties via the End-User's publicly available website.

(B) Where an End-User wishes to use any such External Transaction Solutions it must at all times do so on the terms and conditions consistent with this Part 2 of Schedule 1 to Annex 3.

1. External Transaction Solutions: Operative Provisions

1.1 Where the End-User uses an External Transaction Solution, the End-User shall:

1.1.1 only use the External Transaction Solution to carry out Transactions for the purpose of capturing, verifying, updating or amending details entered by a Service Recipient or prospective Service Recipient on the End-User's publicly available website and only for the purpose of despatching a product (such purpose may include the provision of the Service Recipient's verified, updated or amended details to a postal or delivery service provider for the purposes of carrying out that despatch) or for the purpose of the provision of a service, in each case that is offered on such publicly available website to the Service Recipient;

1.1.2 ensure that the External Transaction Solution is configured in such a way that a request is initiated by a Service Recipient of the End-User via the End-User's publicly available website to verify, update or amend a single address or Postcode entered by that Service Recipient on the End-User's publicly available website. Upon receipt of that request, the External Transaction Solution must respond by returning a correct address or Postcode or confirming that the address inputted is correct;

1.1.3 except where it is required by the Solutions Provider to pay only an annual fee rather than fees on a per Transaction basis, monitor the number of Transactions performed and report this accurately to the Solutions Provider;

1.1.4 not use the Data, or any part of it, as contained in the External Transaction Solution elsewhere in its organisation or for any purpose other than to operate the External Transaction Solution.

1.2 The End-User shall not use the External Transaction Solution for any other purpose other than as permitted in paragraph 1.1 and shall not pass on any part of the Data obtained as a result of using the External Transaction Solution to any third party unless expressly permitted in accordance with this Licence Agreement.

PART 3 - EXTENDED USE SOLUTIONS

Recitals

(A) Extended Use Solutions exist to allow End-Users to make the Data available to third party users of the End-User's own services for the limited purpose of confirming certain address details for the purposes of the subsequent delivery of such third party user's mail, packages, products or services by the End-User.

(B) Where an End-User wishes to use any such Extended Use Solutions it must at all times do so on the terms and conditions consistent with this Part 3 of Schedule 1 to Annex 3.

1. Extended Use Solutions: Operative Provisions

1.1 Where the End-User uses an Extended Use Solution, the End-User shall:

1.1.1 only use Extended Use Solution for the purpose of making the Data available to third party users of the End-User's own services with whom it has a contractual relationship for the provision of such services (the "Service Users");

1.1.2 only make the Data available to its Service Users for the purposes of that Service User verifying, updating or amending address details and only for the purpose of the subsequent delivery by the End-User of the Service User's mail, packages, products or services;

1.1.3 ensure that Service Users do not use the Data, or any part of it, for any other purpose other than that described in clause 1.1.2 and shall not supply or make the Data available to any other third party. For the avoidance of doubt, the Service User may supply an address which has been verified, updated or amended using the Data to the End-User for the purposes described in clause 1.1.2;

1.1.4 not use the Data, or any part of it, as contained in the Extended Use Solution for its own internal use or for any purpose other than to operate the Extended Use Solution as permitted pursuant to this clause 1.1.

PART 4 - ASSOCIATE GROUP SOLUTIONS

Recitals

(A) Associate Group Solutions exist to provide for cost effective use of the Data by an End-User where it has established or where it operates a closely connected group comprising other legal entities.

(B) In the case of Associate Groups, the relevant closely connected groups those in a franchise-type situation.

(D) Where an End-User wishes to use any such Associate Group Solutions it must at all times do so on the terms and conditions of this Part 4 of Schedule 1 to Annex 3.

1. Associate Group Solutions: Operative Provisions

1.1 Where the End-User is an Associate Group Owner and receives or uses any Associate Group Solutions supplied by the Solutions Provider then it shall be liable to pay to the Solutions Provider the appropriate fees in respect of each Associate Group Solution and this shall be on behalf of itself and all Associates that participate in the same Associate Group.

1.2 The use by the Associate Group Owner of any other Solution, or the use of the Associate Group Solution or any Data for any purpose other than as expressly set out in this Part 4 of Schedule 1 to Annex 3 must be licensed appropriately in accordance with the other provisions of this Licence Agreement and in respect of which the appropriate licence fees shall be paid.

1.3 The Associate Group Owner shall not permit any Associates to use or access the Associate Group Solution or any Data for any purpose other than as expressly set out in this Part 4 of Schedule 1 to Annex 3. Where an Associate wishes to use the Data in any way other than as expressly set out in this Part 4 of Schedule 1 to Annex 3 it shall first enter into an End-User Agreement with the Solutions Provider or other appropriately licensed third party.

1.4 The Associate Group Owner shall ensure that each Associate Group Solution shall only be used by it and the Associates that participate in that same Associate Group and not by any other person.

1.5 The Associate Group Owner shall remain primarily responsible for the acts and omissions of the Associates that participate in its Associate Groups as though they were its own and shall be responsible for all loss or damage (whether direct or indirect or consequential) howsoever arising out of or in connection with such Associates' use of or access to the Data.

1.6 Where the Associate Group Owner receives or uses an Associate Group Solution supplied by the Solutions Provider then it shall enter into and enforce the terms of a written agreement with each Associate that participates in its Associate Group. The terms of such agreement shall be equivalent to, no less onerous than and shall not grant more extensive rights than those terms relevant to the Associate Group Solution which are contained in this Licence Agreement (including, without limitation, those provisions relating to the licensing and limitations on the use of the Data, termination, confidentiality, liability and property rights in the Data) and which:

1.6.1 only permits each such Associate to use the Associate Group Solution as set out in this Licence Agreement and not for any other purpose, including any other internal use or for supplying or making available to any other third party; and

1.6.2 enables Royal Mail to directly enforce all terms relating to the Data by virtue of the Contracts (Rights of Third Parties) Act 1999.

1.7 The Associate Group Owner shall on request notify the Solutions Provider in writing of all Associates that participate in its Associate Group and shall provide it with copies of the agreements between it and the Associates that participate in its Associate Group.

1.8 Upon request from Royal Mail and/or the Solutions Provider, the Associate Group Owner shall provide evidence to Royal Mail's reasonable satisfaction which shows that each Associate that is identified by the Associate Group Owner as an Associate is a genuine Associate.

1.9 The Associate Group Owner shall enter into or shall already have entered into a written contract with each Associate which:

1.9.1 authorises the Associate to undertake marketing, distributing, supplying, reselling or providing information to, or obtaining enquiries or orders from, third party Service Recipients or potential Service Recipients, in each case in respect of the products and/or services supplied in accordance with a common identity and business format or method;

1.9.2 obliges the Associate Group Owner to provide know-how and/or technical and/or business support to the Associate; and

1.9.3 obliges the Associate to operate according to specified methods or standards;

in each case in a manner which is consistent throughout the Associate Group (the "Associate Contract").

1.10 The Associate Group Owner shall ensure that the Associate Group Solution:

1.10.1 shall be securely held by it and only made available and accessible to it and the Associates participating in that same Associate Group with sufficient security to prevent use by any other person (the "Secure Associate Network");

1.10.2 where made available or is accessible to Associates over an electronic network, such electronic network shall be owned or controlled by the Associate Group Owner and the Associate Group Solution shall only be made available or accessible over a secure electronic connection with technical restrictions to prevent use by any other person (the "Secure Associate Electronic Network");

1.10.3 shall only be used for the purposes of capturing, completing and/or verifying address details of Service Recipients or potential Service Recipients and only provided such details are supplied to the Secure Associate Network or entered into the Secure Associate Electronic Network by the Associate Group Owner or the Associates participating in that same Associate Group and not by the Service Recipient or any other person;

1.10.4 is only used in connection with the supply or offers of supply of the products and/or services supplied in accordance with a common identity and business format or method which is specified in the Associate Contract and/or the provision of information on those products and/or services, in each case to Service Recipients or potential Service Recipients.

1.11 The Associate Group Owner shall ensure that Royal Mail, the Solutions Provider and/or any of their agents may upon ten (10) Working Days' notice be entitled to reasonable accompanied access during business hours to its premises, systems, accounts and records and those of each Associate for the purpose of verifying and monitoring the Associate Group Owner's compliance with and performance of its obligations under this Licence Agreement.

PART 5 - BROKER GROUP SOLUTIONS

Recitals

(A) Broker Group Solutions exist to provide for cost effective use of the Data by an End-User where it has established or where it operates a closely connected group comprising other legal entities.

(B) In the case of Broker Groups, the relevant closely connected groups are those where an End-User and its group members are authorised brokers, agents or distributors of third party products and/or services or where the group members otherwise act on behalf of the supplier of those third party products and/or services and the usage of the Data by those group members is limited and is essentially for the benefit of that End-User in connection with the service it provides to the group members in facilitating the supply of the third party products and/or services.

(D) Where an End-User wishes to use any such Broker Group Solutions it must at all times do so on the terms and conditions of this Part 5 of Schedule 1 to Annex 3.

1. Broker Group Solutions: Operative Provisions

1.1 Where the End-User is a Broker Group Owner and receives or uses any Broker Group Solutions supplied by the Solutions Provider then it shall be liable to pay to the Solutions Provider the appropriate fee in respect of each Broker Group Solution and this shall be on behalf of itself and all Brokers that participate in the same Broker Group.

1.2 The use by the Broker Group Owner of any other Solution, or the use of the Broker Group Solution or any Data for any purpose other than as expressly set out in this Part 5 of Schedule 1 to Annex 3 must be licensed appropriately in accordance with the other provisions of this Licence Agreement and in respect of which the appropriate licence fees shall be paid.

1.3 The Broker Group Owner shall not permit any Brokers to use or access the Broker Group Solution or any Data for any purpose other than as expressly set out in this Part 5 of Schedule 1 to Annex 3. Where a Broker wishes to use the Data in any way other than as expressly set out in this Part 5 of Schedule 1 to Annex 3 it shall first enter into an End-User Agreement with the Solutions Provider or other appropriately licensed third party.

1.4 The Broker Group Owner shall ensure that each Broker Group Solution shall only be used by it and the Brokers that participate in that same Broker Group and not by any other person.

1.5 The Broker Group Owner shall remain primarily responsible for the acts and omissions of the Brokers that participate in its Broker Groups as though they were its own and shall be responsible for all loss or damage (whether direct or indirect or consequential) howsoever arising out of or in connection with such Brokers' use of or access to the Data.

1.6 Where the Broker Group Owner receives or uses a Broker Group Solution supplied by the Solutions Provider then it shall enter into and enforce the terms of a written agreement with each Broker that participates in its Broker Group. The terms of such agreement shall be equivalent to, no less onerous than and shall not grant more extensive rights than those terms relevant to the Broker Group Solution which are contained in this Licence Agreement (including, without limitation, those provisions relating to the licensing and limitations on the use of the Data, termination, confidentiality, liability and property rights in the Data) and which:

1.6.1 only permits each such Broker to use the Broker Group Solution as set out in this Licence Agreement and not for any other purpose, including any other internal use or for supplying or making available to any other third party; and

1.6.2 enables Royal Mail to directly enforce all terms relating to the Data by virtue of the Contracts (Rights of Third Parties) Act 1999.

1.7 The Broker Group Owner shall on request notify the Solutions Provider in writing of all Brokers that participate in its Broker Group and shall provide it with copies of the agreements between it and the Brokers that participate in its Broker Group.

1.8 Upon request from Royal Mail and/or the Solutions Provider, the Broker Group Owner shall provide evidence to Royal Mail's reasonable satisfaction which shows that each Broker that is identified by the Broker Group Owner as a Broker is a genuine Broker.

1.9 The Broker Group Owner shall ensure that both it and each Broker participating in the same Broker Group is authorised to act as broker, distributor or agent or otherwise on behalf of principal suppliers (all of which shall be operating in the same industry) of products and/or services (the "Principal Products"), in each case pursuant to a written contract with each such supplier.

1.10 The Broker Group Owner shall enter into or shall already have entered into a written contract with each Broker which permits such Broker to use a service provided by the Broker Group Owner which facilitates both it and the Broker in acting as brokers, distributors or agents for the supply of the Principal Products (the "Broker Contract").

1.11 The Broker Group Owner shall ensure that the Broker Group Solution:

1.11.1 shall be securely held by it and only made available and accessible to it and the Brokers participating in that same Broker Group with sufficient security to prevent use by any other person (the "Secure Broker Network");

1.11.2 where made available or is accessible to Brokers over an electronic network, such electronic network shall be owned or controlled by the Broker Group Owner and the Broker Group Solution shall only be made available or accessible over a secure electronic connection with technical restrictions to prevent use by any other person (the "Secure Broker Electronic Network");

1.11.3 shall only be used for the purposes of capturing, completing and/or verifying address details of Service Recipients or potential Service Recipients, which shall only be for and on behalf of the Broker Group Owner and only provided such details are supplied to the Secure Broker Network or entered into the Secure Broker Electronic Network by the Broker Group Owner or Brokers participating in that same Broker Group and not by the Service Recipient or any other person;

1.11.4 is only used in connection with the supply or offers of supply of Principal Products, as set out in the Broker Contract, and/or the provision of information on those Principal Products, in each case to Service Recipients or potential Service Recipients.

1.12 The Broker Group Owner shall ensure that Royal Mail, the Solutions Provider and/or any of their agents may upon ten (10) Working Days' notice be entitled to reasonable accompanied access during business hours to its premises, systems, accounts and records and those of each Broker for the purpose of verifying and monitoring the Broker Group Owner's compliance with and performance of its obligations under this Licence Agreement.

PART 6 - DATABASE CLEANSING OF CUSTOMER DATABASES AND BUREAU SERVICES

Recitals

(A) The End-User is permitted to carry out certain database cleansing activities in respect of third party databases.

(B) Where the End-User cleanses a third party database and then supplies the resulting cleansed database back to that third party then it is intended that this shall be known as "Bureau Services".

(C) Where an End-User wishes to carry out any such database cleansing activities, as Bureau Services or otherwise, it must at all times do so on the terms and conditions consistent with this Part 6 of Schedule 1 to Annex 3.

1. Database Cleansing of Third Party Databases and Bureau Services: Operative Provisions

1.1 The End-User shall be entitled to:

1.1.1 retain each Cleansed Customer Database provided that each such Cleansed Customer Database shall only be used by the End-User for its internal use only and, subject to paragraphs 1.2 to 1.5, below, for supply to third parties;

1.1.2 return each Cleansed Customer Database to the End-User Customer which supplied the relevant original Customer Database to the End-User provided that the End-User shall ensure that each such End-User Customer shall only:

1.1.2.1 use such Cleansed Customer Database for its own internal use; and

1.1.2.2 supply such Cleansed Customer Database to a third party provided it at all times complies with the provisions the equivalent of paragraphs 1.2 to 1.5, below.

1.2 For the purposes of paragraphs 1.3 and 1.4, below:

1.2.1 the meaning of "series of connected databases" shall include (but not be limited to) databases directly or indirectly derived from a single database or originating from the End-User Customer;

1.2.2 the meaning of "substantially all" can be determined qualitatively or quantitatively and shall be determined in the reasonable opinion of Royal Mail;

1.2.3 the expression "normal data supply activities" includes any activities carried out by the End-User or End-User Customer as part of or in connection with its day to day business of providing address database services to third parties and may, as appropriate, include (but not be limited to) mailing list supply to mailing houses or other mailing list purchasers and the provision of sample address lists for market research purposes, but shall not include further database cleansing by the End-User or End-User Customer, or the licensing of any third party by the End-User or End-User Customer to reproduce the Cleansed Customer Database or to use it for database cleansing purposes; and

1.2.4 any description of a "comprehensive postal address database" includes a description of an address database as comprising all or substantially all the delivery points in the United Kingdom, England, Scotland, Wales or Northern Ireland, or any description of similar meaning or effect.

1.3 Any Cleansed Customer Database, which (as a single database or as part of a series of connected databases) comprises all or substantially all the Delivery Points in the United Kingdom or any of England, Scotland, Wales or Northern Ireland, may only be supplied by the End-User to an End-User Customer (but not to any other third party) where such supply is at all times in compliance with the provisions of paragraph 1.4 and the End-User shall ensure that the End-User Customer shall only supply the same to a third party where such supply is at all times in compliance with the provisions of paragraph 1.4.

1.4 Any Cleansed Customer Database which (either on its own or as part of series of connected databases) comprises all or substantially all the Delivery Points in the United Kingdom or any of England, Scotland, Wales or Northern Ireland may only be supplied by the End-User or End-User Customer to third parties (the "First Level Third Parties") and by such First Level Third Parties to other third parties (the "Second Level First Parties") provided that:

1.4.1 neither the End-User, the End-User Customer nor any third party shall at any time promote, market, represent or hold out the Cleansed Customer Database as being a "master" comprehensive postal address database or "original" comprehensive postal address database or as being of any similar description;

1.4.2 such Cleansed Customer Database shall only be supplied by the End-User to an End-User Customer, or by the End-User or End-User Customer to a First Level Third Party, or by a First Level Third Party to a Second Level Third Party, in each case as part of its normal data supply activities;

1.4.3 any such supply to a Second Level Third Party is subject to a requirement that the Cleansed Customer Database shall at all times be used only for the internal purposes of any such Second Level Third Party (and not for supply to any other third party);

1.4.4 any such supply to a Second Level Third Party is subject to requirements on such Second Level Third Party not to reproduce or make any copies of the Cleansed Customer Database or of a substantial part thereof for supply to any other third party and not to make any such supplies; and

1.4.5 during the Term and for a period of six (6) years after the date of termination of this Licence Agreement, any supply to any End-User Customer, First Level Third Party or Second Level Third Party is subject to a prominent notice stating that the Cleansed Customer Database has been cleansed against Royal Mail's PAF® being attached and embedded electronically in any soft copy of, and being attached to any hard copy medium comprising or containing any such Cleansed Customer Database.

The provisions of this paragraph 1.4 shall continue to operate after any expiry or termination of this Licence Agreement.

1.5 The End-User shall enter into a written agreement with each End-User Customer on terms which are no less onerous than and which do not grant more extensive rights than those contained in this Licence Agreement in connection with Bureau Services and which enables Royal Mail to directly enforce its terms by virtue of the Contracts (Rights of Third Parties) Act 1999.

1.6 The End-User may, and may permit the End-User Customer to, include the following statement, provided only that its use is reasonable, on its business stationery and publicity material and provided that such use is not permitted after the date of expiry or termination of this Agreement: "[Name of End-User or End-User Customer] processes databases against Royal Mail's PAF® and Alias databases."

1.7 During the Term and for a period of three (3) years after the date of termination of this Licence Agreement, the End-User shall, upon request, provide within twenty (20) Working Days to the Solutions Provider, the name and contact details of all third parties to whom Cleansed Customer Databases have been supplied. The provisions of this paragraph 1.7 shall continue to operate after any expiry or termination of this Licence Agreement.

SCHEDULE 2 TO ANNEX 3

USING THE DATA FOR MARKET RESEARCH

1. General

1.1 The End-User shall be entitled to permit the use of the Data in the manner described in this Schedule 2 to Annex 3 for Market Research Purposes provided it all times complies with the provisions of this Schedule 2 to Annex 3.

1.2 For the purposes of this Schedule 2 to Annex 3, the following terms shall have the following meanings:

1.2.1 "Market Research Purposes" shall mean social and/or opinion research involving the systematic gathering and interpretation of information about individuals or organisations using the statistical and analytical methods and techniques of the applied social sciences in order to gain insight or support decision making in respect of such individuals or organisations;

1.2.2 "Researchers" shall mean (i) individuals employed by or contracted to an entity for the purposes of carrying out research activities for that entity's own Market Research Purposes; or (ii) individuals employed by or contracted to an employment agency which has entered into a contract with that entity for the provision of such individuals to that entity for the purposes of carrying out research activities for Market Research Purposes for or on behalf of that entity.

2. Data Creation in respect of End-User Databases and Cleansed End-User Databases

2.1 The End-User shall be entitled to carry out Data Creation such that it adds PAF® Records to its own End-User Databases or Cleansed End-User Databases provided that:

2.1.1 such added PAF® Records do not exceed 10% (ten percent) of the total number of PAF® Records in the copy of the Data that is used to carry out such Data Creation; and

2.1.2 each database that is created as result of adding PAF® Records to such End-User Database or Cleansed End-User Database (the "Enhanced End-User Database") is used only in accordance with paragraph 2.2.

2.2 The End-User shall only use each Enhanced End-User Database for:

2.2.1 its own internal use and for supply to its own Researchers, in each case for Market Research Purposes;

2.2.2 for the creation of databases comprising no more than 200,000 (two hundred thousand) Records (which have been created through the carrying out of Data Creation) from the Enhanced End-User Database (each being a "Sample List Database") which it may supply to other third parties (each being a "Sample List Recipient") for use for Market Research Purposes and provided that each such Sample List Recipient:

2.2.2.1 deletes or destroys each Sample List Database within twenty (20) Working Days of the completion of the specific Market Research Purpose for which the Sample List Database was being used and confirms in writing to the End-User that it has done so;

2.2.2.2 shall not combine any Sample List Database with any other Sample List Database or use it in connection with any other Sample List Database for any purpose whatsoever; and

2.2.2.3 shall under no circumstances supply any such Sample List Databases or any such Records to any other third party other than its own Researchers for use in respect of the Sample List Recipient's Market Research Purposes; and/or

2.2.3 for supply to third parties for their own Market Research Purposes, subject to its compliance at all times with the provisions of clauses 3.1.7 to 3.1.10 of Part 2 of Annex 3 as if the Enhanced End-User Database was a Cleansed End-User Database, except that such third party may also be permitted to use such Enhanced End-User Database for the creation of Sample List Databases for supply to Sample List Recipients for use for Market Research Purposes and provided that each such Sample List Recipient:

2.2.3.1 may only receive a maximum of 200,000 (two hundred thousand) Records which have been created through the carrying out of Data Creation (in aggregate across any number of Sample List Databases) in any twelve (12) month period; and

2.2.3.2 shall under no circumstances supply any such Sample List Databases or any such Records to any other third party other than its own Researchers for use in respect of the Sample List Recipient's Market Research Purposes.

3. Data Creation in respect of Customer Databases and Cleansed Customer Databases

3.1 The End-User shall be entitled to carry out Data Creation such that it adds PAF® Records to Customer Databases or Cleansed Customer Databases provided that:

3.1.1 such added PAF® Records do not exceed 10% (ten percent) of the total number of PAF® Records in the copy of the Data that is used to carry out such Data Creation; and

3.1.2 each database that is created as result of adding PAF® Records to such Customer Database or Cleansed Customer Database (the "Enhanced Customer Database") is used only in accordance with paragraph 3.2.

3.2 The End-User shall only use each Enhanced Customer Database for:

3.2.1 its own internal use and for supply to its own Researchers, in each case for the End-User's Market Research Purposes; and/or

3.2.2 return to the relevant End-User Customer provided that such End-User Customer shall only use such Enhanced Customer Database internally for Market Research Purposes and for supply to its own Researchers for use in respect of the End-User Customer's Market Research Purposes.

4. Using Enhanced End-User Databases for Enhanced Database Cleansing

4.1 For the purposes of this paragraph 4 only, "Enhanced Database Cleansing" shall mean any activity which involves the processing of an End-User Database or Customer Database using the Enhanced End-User Database and includes:

4.1.1 the verification of an existing Record in the End-User Database or Customer Database as being the same as the entry on the Enhanced End-User Database;

4.1.2 the amendment of an existing Record in the End-User Database or Customer Database to correct the address so that it contains the same information as the entry on the Enhanced End-User Database;

4.1.3 the standardisation of an existing Record in the End-User Database or Customer Database into a "PAF® format";

4.1.4 the flagging or marking of an existing Record in the End-User Database or Customer Database as being the same as the Enhanced End-User Database;

4.1.5 adding further information derived from the Enhanced End-User Database to an existing Record in the End-User Database or Customer Database; and

4.1.6 extracting duplicate existing Records in the End-User Database or Customer Database;

but does not include Data Creation.

4.2 The End-User shall be entitled to carry out Enhanced Database Cleansing in respect of Customer Databases, Cleansed Customer Databases and/or Enhanced Customer Databases as, and only to the extent, permitted pursuant to this paragraph 4.

4.3 The End-User shall ensure that a Customer Database, Cleansed Customer Database and/or an Enhanced Customer Database upon which Enhanced Database Cleansing has been performed by it (the "Cleansed Enhanced Database") shall be used by the End-User only for return to the relevant End-User Customer for its own internal Market Research Purposes (and not for any internal use by the End-User) and provided that such End-User Customer:

4.3.1 may only receive only one Cleansed Enhanced Database in any twelve (12) month period; and

4.3.2 shall under no circumstances supply such Cleansed Enhanced Database to any other third party other than its own Researchers for use in respect of the End-User Customer's Market Research Purposes.

5. Data Creation for Market Research Purposes

5.1 The End-User shall be entitled to carry out Data Creation provided that:

5.1.1 the number of PAF® Records added as a result of such Data Creation does not exceed 200,000 (two hundred thousand) (the "Sample PAF® Database");

5.1.2 such Sample PAF® Database is used only for supply by the End-User to a third party and not for any internal use by the End-User (the "Sample Recipient");

5.1.3 no Sample PAF® Database is combined with any other Sample PAF® Database or used in connection with any other Sample PAF® Database for any purpose whatsoever;

5.1.4 such Sample PAF® Database is used by the Sample Recipient only for its own internal use for Market Research Purposes and not for any other purpose and not for supply by the Sample Recipient to any other third party other than to its own Researchers for use in respect of the Sample Recipient's Market Research Purposes; and

5.1.5 each such Sample Recipient deletes or destroys each Sample PAF® Database within twenty (20) Working Days of the completion of the specific Market Research Purpose for which the Sample PAF® Database was being used and confirms in writing to the End-User that it has done so.

Address, Postcode and Bank solutions

LICENSE AGREEMENT

1. DEFINITIONS

2. GRANT OF LICENSE

3. LICENSE FEES

4. YOUR OBLIGATIONS

5. PRODUCT UPDATES, RENEWALS AND SUPPORT

6. ACCESS TO THE PRODUCT

7. DURATION OF AGREEMENT

8. DISCONTINUATION OF PRODUCT

9. MARKETING

10. VARIATION OF TERMS OF AGREEMENT AND INFORMATION

11. PRIVACY POLICY AND PUBLIC COMMUNICATIONS

12. INTELLECTUAL PROPERTY AND OWNERSHIP

13. USE OF CONTENT, COPYRIGHT AND LICENSE TO DOWNLOAD MATERIAL

14. WARRANTIES

15. CUSTOMER ACKNOWLEDGEMENTS

16. SEVERABILITY

17. INDEMNIFICATION

18. TRANSFER

19. APPLICABLE LAWS

20. CONFIDENTIALITY

21. ADDITIONAL PROVISIONS APPLICABLE TO NAMES & NUMBERS PRODUCTS

22. ADDITIONAL PROVISIONS APPLICABLE TO CENSATION CENSUS-BASED AND OTHER NATIONAL STATISTICS DATA

23. ADDITIONAL PROVISIONS APPLICABLE TO MAP DATA

24. ADDITIONAL PROVISIONS APPLICABLE TO BANKFINDER

25. ADDITIONAL PROVISIONS APPLICABLE TO GRID REFERENCE DATA

ROYAL MAIL TERMS

1. DEFINITIONS

2. LICENCE

3. LIMITS ON USE OF THE DATA

3.1 General Limits on Use

3.2 Data Protection

3.3 Sub-Contracting

4. END-USER OBLIGATIONS

5. FEES

6. LIABILITY

7. PROPERTY RIGHTS IN THE DATA

8. ASSIGNMENT

9. GENERAL

SCHEDULE 1 TO ANNEX 3

ADVANCED OPTIONS

PART 1 - LOOK UP SOLUTIONS

Recitals

1. Look Up Solutions: Operative Provisions