This licence (Licence) is a legal agreement between you (you or your) and GTC INFRASTRUCTURE LIMITED a company incorporated under the laws of Guernsey with company number 29431 whose principal place of business is at Martello Court, Admiral Park, St Peter Port, Guernsey GY1 3HB (us,our or we) for access to:
For the purposes of this Licence, Group Company shall mean in relation to us, any member of our Group from time to time and Group shall mean us, any of our subsidiaries or holding companies from time to time and any subsidiary from time to time of a holding company of any those subsidiaries or holding companies and each company in the Group is a member of the Group.
In this Licence, words following the terms in particular, including or include or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.1 By clicking on the “accept” button you agree to the terms of this Licence which will bind you. The terms of this Licence include, in particular, limitations on our liability in clause 4 and clause 6
1.2 If you do not agree to the terms of this Licence, you must click on the “reject” button and you may not access the Site or download the Documents.
1.3 We (including our Group Companies) are required to record the location of Assets (under section 79 of the New Roads and Street Works Act 1991) and make information available in accordance with:
1.3.1 regulation 15 of the Electricity Safety, Quality and Continuity Regulations (in respect of electricity);
1.3.2 regulation 16 of The Pipelines Safety Regulations 1996 (in respect of gas);
1.3.3 section 198 and section 199 of the Water Industry Act 1991 (in respect of water and wastewater); and
1.3.4 regulation 11 of the Electronic Communications Code (Conditions and Restrictions) Regulations 2003 (in respect of telecoms),
together, the Utility Legislation
1.4 In consideration of you agreeing to abide by the terms of this Licence, we grant to you a non-exclusive, non-transferable licence to use the Site and the Documents on the terms of this Licence.
1.5 It is acknowledged and agreed that you shall only use the Documents for:
1.5.1 your internal business purposes; and
1.5.2 using the Documents to determine the location of the Assets as at the date and time of the enquiry on the Site,
the Purpose.
2.1 You may disclose the Documents to any member of your supply chain (Third Parties) on the basis that:
2.1.1 the disclosure is limited to the Purpose; and
2.1.2 it procures that those Third Parties materially comply with your obligations under this Licence as if they were you.
2.2 You may disclose the Documents to your Clients and/or your Clients’ supply chain (Client Parties) on the basis that:
2.2.1 the disclosure is limited to works required or planned by the respective Client; and
2.2.2 you procure that those Client Parties materially comply your obligations under this Licence as if they were you.
2.3 In this Licence, Client means any statutory undertaker who is your client and requires you to conduct searches on the Site.
2.4 You shall be liable for the actions or omissions of the Third Parties and Client Parties in relation to any breach or non-performance of your obligations under this Licence as if they were your actions or omissions.
3.1 In return for us permitting you to access the Site and for making the Documents available to you, you undertake to us that you shall:
3.1.1 keep your username and password for the Site confidential and not disclose it to any third party (including the Third Parties and/or Client Parties);
3.1.2 notify us immediately if you know or suspect that anyone other than you knows your username and password;
3.1.3 not use or exploit the Documents in any way except for the Purpose;
3.1.4 not remove any copyright, trade mark, watermark or other proprietary notice contained in the Documents;
3.1.5 not directly or indirectly disclose or make available any of the Documents in whole or in part to any person, except as expressly permitted by, and in accordance with this Licence;
3.1.6 not copy, reduce to writing or otherwise record the Documents except as strictly necessary for the Purpose and any such copies;
3.1.7 merge or combine the Documents with any other data;
3.1.8 modify, update or otherwise alter the Documents in any way;
3.1.9 not use, reproduce, transform, creative a derivative work from or store the Documents in an externally accessible computer or electronic information retrieval system or, save as permitted by this Licence, transmit it in any form or by any means outside its usual place of business;
3.1.10 establish and maintain adequate security measures in accordance with ISO 27001 to safeguard the Documents from unauthorized access or use;
3.1.11 comply with all applicable laws, statutes, regulations and codes from time to time in force in respect of any works carried out by you on, under or above any Assets, including the Construction (Design and Management) Regulations 2015;
3.1.12 check, download and use the daily updates of the Documents (including identifying and using the correct and appropriate Documents);
3.1.13 notify us as soon as reasonably practicable, if you become aware of any errors or omissions in any of the Documents;
3.1.14 comply with your obligations in clause 4.5;
3.1.15 not knowingly introduce any Viruses and/or Vulnerabilities (in each case, as defined in clause 4.7) into our Site or the server on which our Site is stored;
3.1.16 attack our Site using a denial-of-service attack or a distributed denial-of-service attack;
3.1.17 keep the Documents confidential;
3.1.18 not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Site or any services provided via, or in relation to, our Site including using (or permitting, authorising or attempting the use of):
3.1.18.1 any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the Site or any data, content, information or services accessed via the same; and
3.1.18.2 any automated analytical technique aimed at analysing text and data in digital form to generate information which includes patterns, trends and correlations.
3.2 You shall procure that the Third Parties and Client Parties shall comply with this clause 3.
3.3 It is acknowledged and agreed that any obligation on you not to do something includes an obligation on you to not allow that thing to be done.
4.1 We do not warrant that:
4.1.1 your use of the Site will not be uninterrupted or error-free;
4.1.2 the Documents will meet your requirements and be free from errors or omissions;
4.1.3 the Site and Documents will be free from Viruses, Vulnerabilities and/or meet any Heightened Cybersecurity Requirements.
4.2 It is acknowledged and agreed that:
4.2.1 the Site and the Documents are provided on an “as is” and “as available” basis;
4.2.2 we reserve all rights in the Documents and remain the owners of the Site and Documents at all times;
4.2.3 we may withdraw any Documents from the Site at any time without prior notice to you;
4.2.4 the disclosure of Documents by us does not give you or any other person any licence or other right in respect of any Documents beyond the rights expressly set out in this Licence; and
4.2.5 except as expressly stated in this Licence or under the Utility Legislation, we make no express or implied warranty or representation concerning our Documents, including the accuracy or completeness of the Documents.
4.3 You acknowledge and agree that, to the fullest extent permitted by law, we:
4.3.1 do not assume responsibility to you, the Third Parties and/or the Client Parties in respect of the Documents; and
4.3.2 shall not be liable to you, the Third Parties and/or the Client Parties whether for negligent misstatement or otherwise, arising out of in connection with any of the Documents.
4.4 Specifically, you acknowledge and agree that:
4.4.1 we did not prepare the Documents specifically for your, the Third Parties’ and/or the Client Parties’ use;
4.4.2 you, the Third Parties and/or the Client Parties remain responsible for verifying the Documents;
4.4.3 we and our Group owe no duty of care to you, the Third Parties and/or the Client Parties in relation to the Documents and you, the Third Parties and/or the Client Parties rely on it at yours, the Third Parties’ and/or the Client Parties’ own risk;
4.4.4 you, the Third Parties and/or the Client Parties will not assert any rights or bring any claims against any us or our Group (whether for negligent misstatement or otherwise) arising out of or in connection with any Documents; and
4.4.5 we and our Group shall not be liable to you, the Third Parties and/or the Client Parties arising from the disclosure of the Documents.
4.5 Nothing in this Licence relieves you, the Third Parties and/or the Client Parties from your obligation to take all reasonable care and exercise all reasonable diligence when performing any excavation or other works carried out pursuant to the Purpose or of any of your obligations under the Utility Legislation or any other applicable laws, statutes, regulations and codes from time to time in force.
4.6You shall ensure that the terms of this clause 4 are brought to the intention of the Third Parties and Client Parties.
4.7 For the purposes of this Licence:
4.7.1 Heightened Cybersecurity Requirements means any laws, regulations, codes, guidance (from regulatory and advisory bodies (whether mandatory or not)), international and national standards, industry schemes and sanctions, which are applicable to either you (but not us) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time;
4.7.2 Virus means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; and
4.7.3 Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
5.1 You will indemnify us against, and covenant to pay us an amount equal to:
5.1.1 all losses (including all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we or any of our Group Companies does or will incur or suffer; and
5.1.2 all claims or proceedings made or brought or threatened against us or any of our Group Companies by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses we or any of Group Companies does or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings,
in each case arising out of or in connection with your breach of any of your obligations under this Licence (including any failure or delay in performing or negligent or non-performance of any of those obligations).
6.1 References to liability in this clause 6 includes every kind of liability arising under or in connection with this Licence including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
6.2 Nothing in this Licence shall limit or exclude any liability for:
6.2.1 death or personal injury caused by a party’s negligence;
6.2.2 fraud or fraudulent misrepresentation; or
6.2.3 any other liability which cannot be limited or excluded by applicable law (including under the Utility Legislation).
6.3 Subject to clause 6.2, we and/or our Group Companies shall not be liable under this Licence, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Licence for:
6.3.1 loss of profits;
6.3.2 loss of revenue;
6.3.3 loss of sales or business (including business opportunities);
6.3.4 loss of agreements or contracts;
6.3.5 loss of anticipated savings;
6.3.6 loss of or damage to goodwill or reputation;
6.3.7 loss of use or corruption of software, data or information; and/or
6.3.8 any indirect or consequential loss.
6.4 Subject to clause 6.2 and clause 6.3, ours and/or our Group Companies’ total liability under or in connection with this Licence shall not exceed in respect of all claims (connected or unconnected) £50,000.
6.5 This Licence sets out the full extent of our obligations and liabilities in respect of the access to the Site and the supply of the Documents. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the access to the Site and the supply of the Documents which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
6.6 Subject to this clause 6, it is acknowledged and agreed that, our liability and obligations and/or our Group Companies’ liability and obligations under this Licence shall be no greater than ours and/or our Group Companies’ liability and obligations under the Utility Legislation.
7.1 Notice given under this Licence by us to you shall be in writing, sent to the email associated with your account for the Site or by pre-paid first class post or recorded delivery to the address most recently notified by you to us or to such other addresses as may be notified to us by you from time to time.
7.2 Notice given under this Licence by you to us shall be in writing, sent to company.secretary@bu-uk.co.uk or by pre-paid first class post or recorded delivery to GTC, Synergy House, Windmill Avenue, Woolpit, Bury St Edmunds IP30 9UP or to such other addresses as may be notified to you by us from time to time.
7.3 A notice is deemed to have been received in the case of email, 09:00 the Business Day following transmission and in the case of prepaid first class post or recorded delivery two Business Days from the date of posting.
7.4 To prove service, it is sufficient to prove that the notice was transmitted by email, to the email address of the addressee or, in the case of post, that the envelope containing the notice was properly addressed to the addressee.
7.5 Clause 7.1 to clause 7.4 (inclusive) does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
7.6 For the purposes of this Licence:
7.6.1 Business Day shall mean a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; and
7.6.2 a reference to writing or written includes email but not fax.
8.1 Force Majeure Event means any circumstance not within our reasonable control, whether or not reasonably foreseeable, including:
8.1.1 acts of God, flood, drought, earthquake, storm, or other natural disaster;
8.1.2 epidemic or pandemic (including COVID-19);
8.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war;
8.1.4 nuclear, chemical or biological contamination or sonic boom;
8.1.5 any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
8.1.6 fire, explosion or accident;
8.1.7 malicious damage or theft by a third party not under our control;
8.1.8 any labour or trade dispute, strikes, industrial action or lockouts;
8.1.9 general unavailability of the internet; and
8.1.10 interruption or failure of utility service.
8.2 If and to the extent we are prevented, impeded, hindered, conditioned or delayed in or from performing any of our obligations under this Licence by a Force Majeure Event we shall not be in breach of this Licence or otherwise liable for any such failure or delay in the performance of such obligations.
9.1 Without affecting any other right or remedy available to us, we may terminate this Licence at any time.
9.2 On termination for any reason:
9.2.1 all rights granted to you under this Licence shall cease;
9.2.2 you must immediately cease all activities authorised by this Licence;
9.2.3 your username and password will be permanently disabled; and
9.2.4 you must immediately and permanently (if and to the extent technically possible) destroy all copies of the Documents then in your possession, custody or control (including deleting from all computer equipment in your possession).
9.3 Any provision of this Licence that expressly or by implication is intended to come into or continue in force on or after termination of this Licence shall remain in full force and effect.
9.4 Termination of this Licence shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Licence that existed at or before the date of termination.
10.1 We will only use your personal information as set out in our Privacy Policy.
10.2 Our Cookie Policy sets out information about the cookies on our Site.
10.3 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this Licence.
10.4 Nothing in this Licence is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
10.5 This Licence 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.
10.6 Each party acknowledges that in entering into this Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Licence.
10.7 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence or in the Documents.
10.8 We may vary this Licence at any time by amending this webpage. If we do revise this Licence, you will be asked to accept the revised terms on the next occasion that you log-in to use the Site. If you do not accept the revised terms, you will not be able to access the Site and/or the Documents and this Licence will be deemed to have been terminated.
10.9 We may update our Site from time to time and may change the content (including the Documents) at any time. However, please note that any of the content on our Site may be out of date at any given time, and we are under no obligation to update it.
10.10 A waiver of any right or remedy under this Licence or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
10.11 A failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Licence or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.12 No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.13 If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Licence.
10.14 If any provision or part-provision of this Licence is deemed deleted under clause 10.13, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.15 Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Licence.
10.16 Unless it expressly states otherwise (including in clause 10.17), this Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence. The rights of the parties to rescind or vary this Licence are not subject to the consent of any other person.
10.17 It is acknowledged and agreed that this Licence is intended to confer a benefit on the Group Companies (however, enforcement of such benefit shall be made by us for and on behalf of such Group Companies).
11.1 This Licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
11.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Licence or its subject matter or formation.