These terms are issued by Oxford Consultants for Social Inclusion Limited (company number 04800880) of Plus X Innovation, Lewes Road, Brighton, BN2 4GL (“OCSI”). By purchasing and/or accessing the Services, the Customer agrees to be bound by them.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
“Access Link” means the secure link provided by OCSI to the Customer upon successful purchase, enabling access to the Output for the Access Period.
“Access Period” means thirty (30) days from the date of purchase, unless otherwise agreed in writing by OCSI, during which any Online Version of an Output and any Downloadable Version made available via the Access Link remain available.
“Confidential Information” means any and all information of a confidential nature disclosed by one party to the other including, without limitation, business, financial, commercial, technical, operational, organisational or staff information and any other information which is identified as confidential or which ought reasonably to be considered confidential.
“Customer” means the purchasing entity to whom the Services are supplied under this Agreement.
“Downloadable Version” means a format of the Output made available for digital download during the Access Period and for retention thereafter, which may differ from any Online Version of the Output in ways including, but not limited to, layout, interactivity or file type.
“OCSI Data” means the indicators, geographies, themes, methodologies and updates provided by OCSI and used in the creation of the Output.
“Online Version” means an OCSI-hosted and managed version of an Output which may be made available to the Customer via the Access Link for the duration of the Access Period.
“Output” means any report, document, dataset, file or other digital output made available by OCSI under this Agreement in the form of a Downloadable Version and, where applicable, an Online Version.
“Permitted Purpose” means use of the Output and OCSI Data solely in furtherance of OCSI’s mission to support decision-making for social good and public benefit, including (i) internal analysis, planning, research and decision-making, (ii) reporting to funders, regulators, commissioners, auditors or stakeholders, (iii) inclusion in funding bids, grant applications or impact reporting, and (iv) sharing with delivery partners, collaborators or advisors directly engaged in the same project or initiative as the Customer.
“Services” means the provision of Outputs using the OCSI On Demand platform in accordance with this Agreement.
“Virus” means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network.
“Vulnerability” means a weakness in the logic of software or hardware which may be exploited to compromise the confidentiality, integrity or availability of that system.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this Agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.
1.5 A reference to writing or written includes email.
1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
2.1 Subject to payment of the applicable fee, OCSI grants to the Customer a non-exclusive, non-transferable licence, without the right to sub-license, to use the Outputs for the Permitted Purpose in accordance with this Agreement.
2.2 The Customer may:
2.3 The Customer shall remain fully responsible and liable for all use of the Access Link, Online Version and Downloadable Version, whether or not such use is by the Customer or by any third party to whom the Customer provides access.
2.4 The Customer shall protect the Access Link from unauthorised use, publication or distribution and shall be liable for any consequences arising from a failure to do so.
2.5 All rights not expressly granted under this Agreement are reserved to OCSI.
2.6 For the avoidance of doubt, no rights or licences are granted by implication or otherwise except as expressly set out in this Agreement. All database rights, copyright and other intellectual property rights in the Outputs and OCSI Data are expressly reserved.
3.1 All intellectual property rights in the Services, Outputs and OCSI Data are and shall remain the property of OCSI or its licensors.
3.2 Except as expressly permitted by this Agreement, the Customer shall not:
4.1 The Customer shall use the Outputs and OCSI Data solely for the Permitted Purpose.
4.1A Precedence of Prohibited Uses. For the avoidance of doubt, the Permitted Purpose does not permit any activity that is a Prohibited Use under clause 4.2 without OCSI’s prior written consent. In the event of any conflict or inconsistency between clause 4.1 and clause 4.2, clause 4.2 shall prevail. OCSI may, in its sole discretion, give prior written consent to a specific Prohibited Use, provided that any such consent (i) is express and in writing, (ii) is limited to the particular Output, project and period identified, (iii) is non-transferable and may be subject to conditions (including additional fees), (iv) does not create any implied rights and does not constitute a waiver of any other term, and (v) is automatically withdrawn if the Customer breaches any applicable condition.
4.2 The Customer shall not:
4.3 For the avoidance of doubt, OCSI may, acting reasonably and in good faith, determine whether any use falls outside the Permitted Purpose.
4.4 The Customer acknowledges that OCSI Data is derived in part from data sources which may themselves be subject to restrictions, and agrees to comply with all such restrictions. Any liability for breach of such restrictions shall rest solely with the Customer.
5.1 OCSI shall act as controller in respect of the following personal data processed for the purposes of delivering the Services: (i) email address of the purchaser; and (ii) IP addresses used to access the Output (retained for as long as reasonably necessary to investigate and protect against security incidents, fraud, and abuse, and in any event no longer than ninety (90) days).
5.2 OCSI uses Stripe Payments UK, Ltd (“Stripe”) to process payments. Stripe acts as an independent controller of the personal data it processes for the purposes of payment authorisation, fraud prevention, and compliance with financial regulations. Stripe’s processing is governed by its own privacy policy, available at: https://stripe.com/gb/privacy.
5.3 OCSI shall process such personal data in compliance with the UK GDPR (i.e. the Data Protection Act 2018 and The UK General Data Protection Regulation) and its Privacy Policy (available at https://ocsi.uk/privacy-policy).
5.4 The lawful bases relied upon by OCSI under the UK GDPR are:
5.5 OCSI shall not use the Customer’s email address for marketing without the Customer’s prior consent.
6.1 Each party undertakes to keep confidential and not disclose to any third party any Confidential Information of the other party except as permitted by this Agreement or as required by law.
7.1 This Agreement shall commence on the date of purchase and continue for the Access Period in respect of the Access Link unless terminated earlier.
7.2 OCSI may suspend or terminate the Customer’s access immediately upon breach of this Agreement.
7.3 On termination:
7A.1 Except as required by law, all purchases are non-refundable once the Access Link has been issued or the Customer has accessed the Output.
7A.2 If the Customer is a consumer within the meaning of the Consumer Rights Act 2015 and has not yet accessed the Output or used the Access Link, the Customer may cancel the purchase within fourteen (14) days of purchase by notifying OCSI in writing, in which case OCSI shall provide a full refund. For the avoidance of doubt, the Services are intended for business and organisational use and these consumer cancellation rights apply only where the purchaser is an individual acting wholly or mainly outside their trade, business, craft or profession.
7A.3 OCSI may, at its sole discretion, provide a refund or replacement Output where (i) access has not been possible due to a technical fault attributable to OCSI and (ii) the Customer notifies OCSI within seven (7) days of the fault.
7A.4 Any refunds will be made using the same payment method originally used by the Customer.
8.1 The Services are provided on an “as is” and “as available” basis. OCSI makes no representations or warranties of any kind, whether express or implied, statutory or otherwise, including (without limitation) any warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, completeness, reliability, or availability. OCSI does not warrant that the Services will be uninterrupted, timely, secure, or error-free, or that any data provided will be free from defects or inaccuracies. The Customer acknowledges that it uses the Services at its own risk.
8.2 OCSI does not warrant that the Services or Outputs will be free from Viruses or Vulnerabilities.
9.1 OCSI shall not be liable for any indirect or consequential loss, including loss of profits, revenue, goodwill or data.
9.2 OCSI’s total liability shall not exceed the fees paid for the relevant Output(s), save that such limitation shall not apply to liability arising from (i) breaches of confidentiality, (ii) breaches of data protection obligations, or (iii) indemnities given under this Agreement.
9.3 Nothing in this Agreement limits liability for death, personal injury, fraud or fraudulent misrepresentation.
The Customer shall indemnify and keep indemnified OCSI against all claims, damages, losses and expenses arising out of or in connection with:
11.1 This Agreement constitutes the entire agreement between the parties with respect to the Services.
11.2 The Customer shall not assign this Agreement without OCSI’s prior written consent.
11.3 Neither party shall be liable for failure to perform caused by circumstances beyond its reasonable control.
11.4 OCSI may update the terms of this Agreement from time to time, and the Customer agrees that each purchase of access to the Services is subject to the terms of this Agreement in force at the date of purchase.
11.5 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
11.6 The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.
11.7 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.