Standard Terms and Conditions

SCOTTISH FUTURES TRUST LIMITED – BENCHMARK DATABASE TERMS

These terms (the “Terms”) set out the basis of a legal agreement between you (“you”) and Scottish Futures Trust Limited (Company Number: SC348342) whose registered office is at 11-15 Thistle Street, Edinburgh, EH2 1DF (“SFT”, “we” or “us”) in relation to SFT’s community infrastructure benchmark database (the “Database”). These terms govern (i) your use of the information/documentation in the Database (the “Project Data”); and (ii) your right to upload data to the Database to be included in the Project Data.

Please read the Terms carefully and make sure that you understand them, before uploading any documentation to the Database and/or making use of the Project Data. If you do not agree to the Terms, we will not allow you to use the Database or the Project Data and you must discontinue use of the Database and the Project Data.

By agreeing these Terms, you warrant and represent that you have the authority to upload the Project Data on behalf of the relevant organisation/entity.

You should print a copy of the Terms for future reference. We may amend the Terms from time to time.

1. UPLOADING DATA
   1. When uploading data to the Database, you warrant and represent on a continuing basis that:
      1. the data is accurate and complete in all respects;
      2. you have the relevant authority, permissions and rights to upload the data and to grant the licence referred to in paragraph 1.2; and
   2. We do not claim ownership of the data that you upload to the Database. However, by accepting these Terms you grant to us, other users of the Database and any external verification consultant of SFT a worldwide, royalty-free, non-exclusive, transferable, sub-licensable, licence to use, distribute, reproduce, modify, adopt, analyse or verify such data for benchmarking purposes.
   3. You agree to notify us immediately if any of the warranties or representations set out in these Terms ceases to be correct.
   4. SFT or SFT’s verification consultants may contact you to verify that the data uploaded by you is accurate. You agree to provide all reasonable assistance to such verification consultants. Following the verification exercise, any amendments to the data as originally uploaded will be agreed with you.
   5. If you have any doubts as to whether you have the authority to upload the data to the Database or to comply with any of the Terms, we recommend that you discuss this with the relevant owners of the data and/or within your organisation.
   6. We reserve the right to remove any of the Project Data from the Database at any point.

1. intellectual property rights
   1. The Database and Project Data are protected by copyright and other intellectual property rights (IPR). You acknowledge that we (or our licensors) are the owner of all IPR in the Database and Project Data.
   2. All rights in and to the Database and Project Data are reserved to and shall belong absolutely to us (or our licensors). You have no rights in, or to, the Database and Project Data other than the right to use them in accordance with these Terms.
   3. We hereby grant you a non-exclusive, royalty-free, non-transferable, revocable licence to use the Database and Project Data solely for benchmarking purposes and for no other purpose whatsoever.
2. ReStrictions
   1. Except as expressly set out in these Terms or as permitted by any local law, you undertake:
      1. not to copy the Project Data except where such copying is incidental to normal use of the Project Data in accordance with these Terms;
      2. not to sub-license, sell, loan, publish, distribute, extract, re-utilise, reproduce or otherwise make available the Database or the Project Data without our prior written consent;
      3. not to merge, adapt, vary or make alterations to, or modifications of, the whole or any part of the Database or Project Data;
      4. not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Database;
      5. to supervise and control use of the Project Data and ensure that the Project Data is used by your employees, representatives, agents or advisers in accordance with the Terms; and
      6. not to provide, or otherwise make available, access to the Database or the Project Data in any form, in whole or in part to any person (other than your employees, representatives, agents or advisers) without prior written consent from us
   2. You may not assign, sub-contract or sub-licence use of the Database or the Project Data to any third party without our prior written consent.
3. SECURITY AND DATA PROTECTION
   1. When accessing the Database and/or uploading Project Data, you will be provided with as part of our security procedures. You will be provided with a user identification code and password (together the “User ID”) and you must treat the User ID as confidential and this must not be disclosed to any third party.
   2. We have the right to disable any User ID, if we believe that you have failed to comply with any of the provisions of the Terms. If you know or suspect that anyone other than you knows your User ID, you must contact us immediately.
   3. If you become aware of any misuse of the Database and/or Project Data, or any security breach in connection with the Terms that could compromise the security or integrity of the Database and Project Data or otherwise adversely affect us, you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable.
   4. Through your use of the Database and/or uploading Project Data you will provide and we will collect personal data. Our privacy notice (http://www.scottishfuturestrust.org.uk/privacy-policy) sets out the terms on which we process any personal data we collect from you, or that you provide to us, together with information about cookies. 
4. liability
   1. The Database and the Project Data are provided “as is”. We exclude to the fullest extent permitted by applicable law all implied warranties, representations, and terms and conditions relating to the Database and the Project Data.
   2. The Project Data is not intended to amount to advice on which you should rely. SFT makes no warranties or representations as to the appropriateness of the Project Data for your purposes and you must obtain professional or specialist advice before taking or refraining from taking, any action on the basis of the content of the Project Data.
   3. We shall not be liable to you for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from your exercise of the rights granted to the Database and the Project Data under these Terms or any reliance placed on the Database and/or the Project Data.
   4. Nothing in these Terms shall limit or exclude our liability for death or personal injury caused by negligence or any other liability that cannot be excluded or limited by Scots law.
5. Termination
   1. We may terminate the contract (incorporating these Terms) immediately by written notice to you.
   2. Upon termination for any reason:
      1. all rights granted to you under the Terms shall cease;
      2. you must cease all activities authorised by the Terms; and
      3. you must destroy all copies of any Project Data in your possession.

1. Other important terms
   1. SFT agrees that it shall use reasonable endeavours to consult with you in relation to any requests under the Freedom of Information (Scotland) Act 2002 or the Environmental Information (Scotland) Regulations 2004 for information contained in the Project Data that you upload to the Database.
   2. These Terms are not intended nor shall they create any rights, entitlement, claims or benefits enforceable by any person that is not a party to them.
   3. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
   4. These Terms constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these Terms.
   5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
   6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
2. governing law and jurisdiction

• All matters relative to the Terms shall be governed and construed in all respects by Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.