Terms & Conditions

LICENCE TO USE THE USP DATA APPLICATION 

1. DEFINITIONS

DOWNLOADED DATA: Any data, datasets, tables, structured exports, spreadsheets, databases, or other machine-readable information downloaded, copied, exported, or otherwise extracted from the USP Data Application, excluding USP Reports.

INTERNAL PURPOSES: Use of the USP Data Application or Downloaded Data solely for internal research, analysis, or service provision; resale, redistribution, or commercial exploitation is prohibited.

INTELLECTUAL PROPERTY RIGHTS: Patents, copyrights, design rights, trade marks, trade names, inventions, database rights, know-how, and all other intellectual property rights under any applicable law, including pending applications and renewals.

ITEM: A component, dataset, report, or element of the USP Data Application.

SUBSCRIPTION TYPES: One of the following:

•UK Data Access – 30 days access
•UK Data Access – 365 days access
•USP Data – Single sector subscription
•USP Data – Full database subscription covering 1,700+ sectors

USE: To access, receive, store, use, reproduce, extract, distribute, display, reformat, re-utilise, and create derivative works for Internal Purposes.

USP DATA APPLICATION: The website or platform accessed via www.uspdata.co.uk, including all data, text, graphics, images, and databases.

USP REPORTS: Sector or industry reports contained within the USP Data Application.

2. GRANT OF LICENCE

2.1 Licence Grant: Subject to this Agreement, the Licensor grants the Licensee a world-wide, non-exclusive, non-transferable licence to Use the USP Data Application and Downloaded Data according to the chosen Subscription Type and for the duration of the subscription.

2.2 Restrictions: The Licensee shall not, directly or indirectly:

Systematically extract, download, store, or accumulate Items or Downloaded Data to create or maintain a database, dataset, directory, analytical system, or other resource replicating or substantially reproducing the USP Data Application or its data. Develop, support, or provide any product or service that competes with the USP Data Application or USP Reports using information obtained from the Application. These restrictions apply during the subscription and for three years after termination. Breach constitutes a material breach, and the Licensor may suspend access immediately if a violation is reasonably suspected.

2.3 Use of Downloaded Data: Downloaded Data may only be used for Internal Purposes during an active subscription and may not be incorporated into systems, models, databases, or products that persist beyond subscription expiry or early termination. Upon termination, all Downloaded Data must be deleted, and certification provided.

2.4 Retention of USP Reports: Copies of legitimately downloaded USP Reports may be retained for Internal Purposes after subscription expiry or termination, provided they are not redistributed, resold, or shared with third parties.

2.5 Fair Market Value & VAT: All fees under this Agreement are subject to VAT at the prevailing rate. If the Licensee terminates or cancels the subscription early, they shall be liable to pay the Fair Market Value of any Items or Downloaded Data obtained during the subscription, as defined in Section 1. The Fair Market Value may be partially or fully offset by Subscription Fees or Renewal Subscription Fees already paid. For avoidance of doubt, the Licensor may deduct the Fair Market Value from any refunds due to the Licensee and/or demand payment of any further amount necessary to fully account for the Fair Market Value owed.

3. INTELLECTUAL PROPERTY

3.1 All Intellectual Property Rights in the USP Data Application remain the Licensor’s exclusive property.

3.2 The Licensee shall promptly notify the Licensor of any unauthorised use and provide reasonable assistance to protect IP rights.

3.3 The Licensee shall not use the Licensor’s name, trade marks, or logos without prior written consent.

4. WARRANTY AND LIABILITY

4.1 The Licensor prepares the USP Data Application using reasonable care and skill.

4.2 Information is based on third-party sources. Accuracy, completeness, or suitability is not warranted; business decisions should not rely solely on the Application.

4.3 Subject to clause 4.4, the Licensor is not liable for indirect, consequential, punitive, or special losses, including loss of profit, business, or reputation.

4.4 Nothing in this Agreement limits liability for death, personal injury, or fraudulent misrepresentation.

5. CONFIDENTIALITY

The Licensee shall not disclose any confidential information relating to the Licensor’s business or this Agreement.

6. WITHDRAWAL OF ITEMS

The Licensor may withdraw any Item from the Application. Upon notice, the Licensee must cease use, delete all copies, and certify compliance. The Licensor may appoint an auditor to verify compliance.

7. TERM AND TERMINATION

7.1 The Agreement starts on subscription activation and continues for the selected term (30 days, 365 days, or subscription-specific).

7.2 Upon termination or early cancellation: The Licensee must cease all Use of the Application and Downloaded Data, delete all copies, and certify compliance. Retention of USP Reports follows clause 2.4. The Licensee shall pay the Fair Market Value of any Items or Downloaded Data obtained during the subscription, subject to offsets as described in clause 2.5.

7.3 The Licensee may terminate subscriptions with 30 day’s notice.

7.4 The Licensor may terminate immediately for breach if unremedied after 30 days.

8. CONSEQUENCES OF TERMINATION

Clauses 3-6 and 2.5 survive termination.

9. FORCE MAJEURE

Neither party is liable for loss or delay caused by events beyond its control. If such events last more than three months, the non-defaulting party may terminate immediately.

10. GENERAL

10.1 Assignment or sub-licensing requires prior consent.

10.2 Notices must be in writing.

10.3 Waiver of a breach does not waive other rights.

10.4 No partnership, joint venture, or agency is created.

10.5 This Agreement is the entire agreement, superseding prior arrangements.

10.6 No third-party rights are conferred.

10.7 Headings are for convenience.

10.8 Invalid provisions may be amended to preserve the remaining terms.

10.9 Governed by English law; English courts have non-exclusive jurisdiction.