1. Definitions
‘Customer’ means the individual, the company or the legal entity to whom NOC has provided the Tidal Data in return for the Payment.
‘Customer Publication’ means a printed publication produced by the Customer for a third party which contains the Tidal Data.
‘NOCI’ means the National Oceanography Centre Innovations Limited, a trading subsidiary of the National Oceanography Centre (NOC).
‘Payment’ means the sums paid or payable to NOCI by the Customer for the provision of the Tidal Data
‘Terms and Conditions’ means these terms and conditions which shall apply to the Customer’s use of the Tidal Data and shall apply from receipt by the Customer of the Tidal Data.
‘Tidal Data’ means the tidal predictions data prepared by NOC and provided to the Customer by NOCI.
2. AcceptanceReceipt by the customer of the Tidal Data shall be deemed as acceptance by the Customer of these Terms and Conditions of use.
3. Licence
Subject to the provisions of clause 6 and receipt of the Payment NOCI grants to the Customer a non-exclusive, non-transferable licence without the right to grant sublicences to use the Tidal Data in accordance with these Terms and Conditions.
4. Ownership and Title
4.1 The Customer acknowledges and agrees that NOCI and/or its licensors own all intellectual property rights in the Tidal Data. Except as expressly stated herein, these Terms and Conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Tidal Data.
4.2 The Tidal Data is supplied on the understanding that it is for the sole use of the Customer and (subject to clause 4.3) the Customer shall not grant to any third-party permission to use the Tidal Data.
4.3 The Tidal Data may be reproduced by the Customer in any Customer Publication (subject always to the provisions of clause 4.4). Reproducing the Tidal Data in a Customer Publication is the only means by which the data can be shared with any third party. The Customer will use all reasonable endeavours to ensure that the Tidal Data is not further reproduced and is not subject to unauthorised use by any third party.
4.4 It is a condition of use that where the Customer reproduces the Tidal Data Customer Publication the Tidal Data must be accompanied by the following statement:
“COPYRIGHT AND DISCLAIMER: This tidal data has been computed by the National Oceanography Centre (NOC), Copyright Reserved. NOC makes no warranty or representation as to the quality accuracy or reliability of this tidal predictions data nor that the tidal data will be error free or fit for any particular purpose. All implied warranties terms and conditions are excluded to the fullest extent of the law. The tidal data is a prediction only and takes no account of local weather conditions, wind and barometric pressure. NOC accepts no liability for any loss, damage, injury, or any other occurrence of any kind arising from the use of this tidal data.”
5. Warranty and Liability
5.1 The Customer assumes sole responsibility for the use of the tidal data and any conclusions drawn from or interpretation of such data by the Customer or any third party.
5.2 The Customer hereby indemnifies NOCI against any breach of these Terms and Conditions.
5.3 NOC and NOCI and make no warranty or representation as to the quality accuracy or reliability of the Tidal Data, that the Tidal Data is error-free or that the Tidal data will meet the Customer's requirements.
5.4 The Tidal Data is a prediction only and takes no account of local weather conditions, wind and barometric pressure.
5.5 All implied warranties, terms representations and conditions including but not limited to the implied terms of satisfactory quality and fitness for purpose are excluded to the fullest extent permitted by law.
5.6 Neither NOC nor NOCI shall have liability for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses and NOC's total aggregate liability to the Customer in respect of all breaches of duty occurring within any calendar year shall not exceed the total fees paid by the Customer to NOCI for the Tidal Data in the 12 month period preceding the claim.
5.7 References to liability in clause 5.6 include every kind of liability arising under or in connection with these terms and conditions including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
5.8 Nothing in this Agreement excludes the liability of the Customer for any breach, infringement or misappropriation of NOC’s intellectual property rights.
6. Termination
Without affecting any other right or remedy available to it NOCI may terminate the licence granted at clause 3 immediately on written notice if the Customer commits a material breach of these Terms and Conditions.
7. Governing law and Jurisdiction
This Agreement is governed by English law and you submit to the exclusive jurisdiction of the English courts.
8. Entire Agreement
These Terms and Conditions represent the entire agreement between you and NOCI and supersedes all prior or contemporaneous oral or written communications, proposals or representations between you and NOCI with respect to the subject matter covered by these Terms and Conditions.
9. Third Party rights
No one except a Party to this Agreement and NOC has any right to prevent the amendment of this Agreement or its termination, and no one except a Party to this Agreement and NOC may enforce any benefit conferred by this Agreement, unless this Agreement expressly provides otherwise.
10. Assignment
The Customer shall not, without the prior written consent of NOCI, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. NOCI may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement
11. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
[May 2024]