1.

Definitions

In these Terms of Use:

Acknowledgements: means the third party acknowledgements outlined in section 11 and such other third party acknowledgements which may be displayed within the Portal.

Authorised User: means any person that we have agreed is or able to benefit from a right to access the Portal.

Data: means the Downloadable Data and the EMU Viewer Data.

Downloadable Data: means any network asset data and background mapping which we make available to you to download in data chunks for internal planning purposes through the Portal which may be provided in a variety of GIS and CAD formats.

EMU Viewer: means the functionality of the Portal which enables you to gazetteer to view, select, pan and print EMU Viewer Data.

EMU Viewer Data: means any NGED network asset data (including low voltage linear assets) and background mapping, Ordnance Survey® Data and/or Third Party Ancillary Data which we make available through the EMU Viewer for you to view, select, pan and print.

Ordnance Survey® Data: means any data (including without limitation any Ordnance Survey® background data, OS MasterMap® and Ordnance Survey® topography data) that is licensed to us by, or derives from, the Ordnance Survey®.

Portal: means the web-based asset data planning portal operated by us from time to time, the current URL of which is https://dataportal2.westernpower.co.uk

Portal Access Request: means the applicable online registration form in which access to the Portal was requested by you.

Terms of Use: means the terms and conditions of use set out in this document.

Third Party Ancillary Data: means third party environmental, historical, geographical or developmental data which we may make available through the EMU Viewer under licence.

us, we, or our: means National Grid Electricity Distribution (South West) plc, National Grid Electricity Distribution (South Wales) plc, National Grid Electricity Distribution (East Midlands) plc and National Grid Electricity Distribution (West Midlands) plc (company numbers: 02366894, 02366985, 02366923 and 03600574 respectively) whose registered offices are at Avonbank, Feeder Road, Bristol, BS2 0TB.

you or your: means the party granted access to the Portal or who is entering into an agreement with us by accepting these Terms of Use. Where the context so requires, "you" or "your" includes your Authorised Users.

2.

The Contract

These Terms of Use should be read alongside the Portal Access Request, our privacy policy and any variation we make to these documents from time to time and together form a contract between you and us (the "Contract"). If you are accepting these Terms of Use and using the Portal on behalf of a company, organisation or other legal entity, you represent and warrant that you are authorised to do so.

Please read these Terms of Use carefully. In particular we draw your attention to our rights to change these Terms of Use at section 2.4, the disclaimer at section 6 and the limitation of our liability at section 9. By using the Portal, you agree to the Terms of Use. If you do not agree to these Terms of Use, you must stop using the Portal and any Data made available through it immediately.

You agree to notify us immediately at nged.planningdata@nationalgrid.co.uk upon discovery or reasonable suspicion of any breach of the Contract by you, your employees (as applicable), or any third party and give all reasonable assistance to us in investigating and ending such breach.

We may update or amend these Terms of Use, or impose reasonable restrictions or charges concerning your use of the Portal, from time to time to (among other requirements): (i) comply with law; (ii) meet our changing business requirements; or (iii) control fluctuations in the usage of the Portal, without notice to you. Any updates, amendments, restrictions or charges will be posted on the Portal or otherwise communicated to you. By continuing to use the Portal, you agree to be bound by the terms of these updates, amendments, restrictions or charges.

If you have any questions, complaints or comments about the Portal, the Data or these Terms of Use then please contact us by email or telephone using the contact details set out on the Contact Us webpage at https://dataportal2.westernpower.co.uk/Home/Contact

3.

Access to the Portal

In consideration of you agreeing to abide by the Contract, we hereby grant to you on these Terms of Use a revocable, limited, non-exclusive, non-transferable, non-assignable, internal, licence for you to access the Portal and to use the Portal to obtain Data for internal planning purposes only within your network, file servers and computers.

Any access to the Portal will be with a user name and password. You are responsible for maintaining the confidentiality of your user name and password and are responsible for all activities that are carried out under them. User names and passwords are personal to each Authorised User and should not be disclosed to any other third party or Authorised User.

We do not have the means to check the identities of people using the Portal and will not be responsible for losses suffered by you where your user name or password is used by someone else unless this is due to our negligence.

You agree to notify us immediately at nged.planningdata@nationalgrid.co.uk if you become aware or suspect any unauthorised use of your password or user name.

You confirm that:

(a) any information and details provided by you to us (including on registration) are true and accurate in all respects; and

(b) you will at all times comply with these Terms of Use.

You will not:

(a) use the Portal for any unlawful purpose or in a way which infringes the rights of anyone else or restricts or inhibits anyone else's use or enjoyment of the Portal;

(b) use the Portal in any way that interrupts, damages, impairs or renders the Portal less efficient;

(c) impersonate any other person (living or dead), misrepresent your connection with a person or entity, or provide false or otherwise misleading information;

(d) transfer files that contain viruses, trojans or other harmful programs;

(e) authorise, encourage or assist any other person to, copy, disclose, distribute, modify, reverse-engineer, decompile, disassemble, alter or otherwise tamper with any software (including source code), databases and other technology that forms part of the Portal; or

(f) penetrate or attempt to penetrate the Portal's security measures.

You are responsible for making all arrangements necessary for you to have access to the Portal including configuring your information technology, computer programmes and platform and using your own virus protection software. You are responsible for ensuring that all persons who access our Portal through your internet connection are aware of these Terms of Use and that they comply with them.

4.

Use of the Data

In consideration of you agreeing to abide by the terms of the Contract, we hereby grant to you on these Terms of Use:

(a) a revocable, limited, non-exclusive, non-transferable, non-assignable, internal, licence for you to view, copy, print out, modify and customise the Downloadable Data for use in your internal planning purposes only within your network, file servers and computers; and

(b) a revocable, limited, non-exclusive, non-transferable, non-assignable, internal licence for you to view, select, pan and print EMU Viewer Data through the Portal via gazetteers for use in your internal planning purposes only within your network, file servers and computers.

You will not:

(a) view, copy, reproduce, print out, revise, customise, use or otherwise deal with the content of the Portal, including the Data, except as permitted by these Terms of Use;

(b) use the Data in connection with any site excavation or street works activity in any circumstances without our prior written consent;

(c) share or make any part of the Data or the Portal available to any third party without our prior written consent;

(d) re-distribute, sub-license, rent, publish, sell, assign, lease, or otherwise transfer, temporarily or permanently, any of your rights or obligations under these Terms of Use;

(e) delete, obscure or in any manner alter any warning, safety notice, instruction, trade mark, Acknowledgement, disclaimer or link that appears in the Data or the Portal; or

(f) print any EMU Viewer Data: (i) in a larger format than standard ISO A3 size; (ii) using a print scale which is outside the range of 1:50 to 1:1250; and (iii) which is not strictly necessary for your internal planning purposes.

The Data may be updated from time to time. It is your responsibility to regularly check the Portal and update your own copy of any Data when made available.

In most cases the Data will be provided without any Ordnance Survey® Data. You are responsible for:

(a) obtaining and complying with any licences and/or permissions which may be required to use or view the Data or to access the Portal; and

(b) ensuring that your use of the Data does not put us in breach of any third party licensing conditions which may apply to the Data.

5.

Intellectual Property

Except as expressly stated in these Terms of Use, the Contract does not grant to you any ownership of or rights to any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Portal or Data or any related documentation.

You will immediately bring to our attention any improper or unlawful use or infringement of any rights in respect of the Data or Portal which comes to your attention and if requested, assist us in taking all reasonable steps to defend any rights we may have.

6.

Disclaimer

The Portal and the Data is provided on an 'AS-IS' basis without any guarantee that access to the Portal will be available at any particular time or without delay or interruption (including without limitation as a result of scheduled maintenance or other circumstances) or that the Data will be complete, accurate, up-to-date or fault free.

Any use or reliance on the Portal and/or the Data is entirely at your own risk and we exclude all conditions, warranties, representations or other terms which may apply to the Portal or the Data, whether express or implied, to the fullest extent permitted by law.

The Data is an approximate illustration only of certain of our underground and overhead network routes and excludes all low voltage overhead and underground networks (with the exception of the EMU Viewer Data which includes low voltage linear assets). The Data is not suitable for any purpose which requires any specific accuracy or detail. Any use of the Data in connection with any site excavation or street works activity is strictly forbidden without our prior written consent.

You are responsible for ensuring that your use of the Data in compliance with these Terms of Use is suitable for your own requirements and compatible with your systems. We accept no liability for any viruses and/or other malicious programs which may exist in the Data or the Portal or for any claims by any third party that the Data or the Portal infringes their rights.

7.

Termination

We may terminate the Contract, or suspend, restrict or terminate your right or the right of any Authorised User to access the Portal or use the Data, for any reason immediately upon written notice at any time.

The Contract, and any rights of you or any Authorised Users granted under it, will automatically terminate with immediate effect after the happening of any of the following events:

(a) you commit a material breach of any of the terms and conditions set out in this Agreement;

(b) you pass a resolution for your winding-up or a court of competent jurisdiction makes an order for your winding-up or dissolution;

(c) any steps are taken for the making of an administration order or the appointment of an administrator or notice is given of an intention to appoint an administrator in relation to you or any steps are taken for the appointment of a receiver or administrative receiver, or an encumbrancer takes possession of or sells any of your assets;

(d) you make an arrangement or composition with creditors generally or you make an application to a court of competent jurisdiction for protection from your creditors;

(e) you cease to carry on business at any time for 30 consecutive days; or

(f) you suspend, or threaten to suspend, payment of your debts or you are unable to pay your debts as they fall due or you admit inability to pay your debts or (being a company) your are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986.

On termination of the Contract for any reason:

(a) all licences granted under the Contract will immediately terminate without notice;

(b) you will cease any further access to the Portal or use of the Data;

(c) you will take reasonable steps to delete the Data from your electronic media, including such systems and data storage services provided by third parties; and

(d) our accrued rights and remedies as at termination will not be affected or prejudiced; and

The following provisions of the Terms of Use will continue in force after the termination of the Contract: sections 1, 5, 6, 7, 8, 9 and 10 (inclusive).

Where we notify you that rights of access to the Portal or use of the Data are terminated in respect of an Authorised User, the consequences of termination listed in section 7.3 will only apply to that Authorised User.

8.

Indemnity

You will defend, indemnify and hold us harmless against all claims, demands, proceedings, damages, losses, costs (including reasonable legal costs), expenses, fines and charges arising out of your use of the Portal or the Data or arising in connection with the Contract.

9.

Limitation of our liability

Nothing in these Terms of Use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.

Subject to section 9.1, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

(a) use of, or inability to use, the Data or the Portal; or

(b) use of, or reliance on, the Data or any content displayed on the Portal.

We will have no liability to you for any:

(a) loss of profit (whether direct, indirect or consequential) ;

(b) loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);

(c) loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);

(d) loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);

(e) of your liabilities to third parties (whether direct, indirect or consequential);

(f) indirect, consequential or special loss; or

(g) wasted management, operational or other time (whether direct, indirect or consequential), subject always to section 9.1.

Save as provided in section 9.1 our total liability to you under the Contract will not exceed £100.

You acknowledge and agree that the allocation of risk in this section 9 is a fair and equitable position and the extent of our responsibility to you should be determined by reference to the fact that: (i) save where we have exercised our rights to introduce reasonable charges as outlined in section 2.4, the Portal and the Data are provided to you free of charge; and (ii) you are responsible for any action you do or do not take as a result of your use of the Portal and the Data.

10.

General Provisions

We may wish to transfer our rights or obligations or sub-contract our obligations under the Contract to another legal entity and you agree that we may do so.

The Contract is personal to you and you may not transfer your rights or obligations under it to anyone else.

If you breach these Terms of Use and we take no action against you, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

If any part of these Terms of Use is disallowed or found to be ineffective by any court or regulator, the other provisions will continue to apply.

The Contract is not intended to give rights to anyone except you and us. This does not affect our right to transfer the Contract under section 10.1 above.

The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

To the extent that the Data contains personal data as defined in the Data Protection Act 1998 (as modified, consolidated or replaced from time to time) then the following terms shall apply:

(a) you shall treat that Data as being strictly confidential;

(b) you may not copy, reproduce or otherwise use that Data without our written consent;

(c) you must not distribute or disseminate that Data to the public, any partners or any other person or organisation without our written consent;

(d) you shall take appropriate technical and organisational measures against the unauthorised or unlawful processing of that Data to prevent the accidental loss, use, disclosure, or destruction of, or damage to, that Data;

(e) you shall promptly inform us if that Data is lost or destroyed or becomes damaged, corrupted, or unusable; and

(f) you shall ensure your use of that Data:

(i) complies with the UK General Data Protection Regulation, the Data Protection Act 2018 and all related laws and regulations relating to the processing of personal data and privacy, including where applicable to the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority ("Data Protection Legislation"); and

(ii) does not put us in breach of the Data Protection Legislation.

The Contract, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England Wales and you agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any disputes arising out of or in relation to it.

11.

Acknowledgements

The Data may contain third party data deriving from the following sources;

Contains OS Data. © Crown copyright and database rights 2022 OS Licence Number 100022432.