Licence Terms and Conditions

Open Access Australian Social Value TOM System™ 

Social Value Portal Ltd ("Social Value Portal") is a company that helps organisations measure, manage and report their social value when they procure, or pay for, major services and has created the Social Value Portal TOM System™ (as defined below) to assist in such social value measurement.

You (the "Licensee") wish to receive, and Social Value Portal is willing to grant to the Licensee a limited licence on a temporary basis on the terms and conditions set out in this Licence to use the Social Value Portal TOM System solely for demonstration and evaluation purposes, for the Licensee to determine whether to commit to a longer-term paid licence, and not for any commercial purpose.

Agreed Terms

Definitions and Interpretation

• "Business Day": A day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• "Business Hours": The period from 9.00 am to 5.00 pm on any Business Day.
• "Copyright": All copyright and rights in the nature of copyright subsisting in the Social Value Portal TOM System in any part of the world to which Social Value Portal is, or may become, entitled.
• "Guidance": The guidance document available via the Website.
• "Purpose": Solely for the Licensee to measure social value, social value target setting and the recording of organisational social value delivery. For internal use only.
• "Term": A period of 12 months from the Commencement Date.
• "Territory": Worldwide.
• "Social Value Portal TOM System": The measurement system set out on the Website and labelled Social Value Portal TOM System or Social Value TOM System, including but not limited to any parts of it and, as applicable, the Guidance and any other documents associated with it.

Grant

Subject to the conditions in clauses 2.2, 2.3 and 2.4, Social Value Portal hereby grants to the Licensee a limited, non-transferable, non-exclusive, non-sub-licensable, royalty-free, revocable licence solely to use the Social Value Portal TOM System for the Purpose for the term of this Licence.

Licensee Obligations

• Shall only obtain access to the Social Value Portal TOM System from Social Value Portal directly, or in the manner expressly indicated by Social Value Portal.
• Shall only obtain access to the Social Value Portal TOM System via the socialvalueportal.com Website.
• Shall not use the Social Value Portal TOM System after expiry or termination of this Licence.
• Shall provide and keep Social Value Portal informed of any changes to its contact details.
• Shall provide required information about the Licensee’s organisation.
• Consents to receiving technical communication from Social Value Portal about the Social Value Portal TOM System.
• Consents to Social Value Portal using the Licensee’s name and logo to make public that the Licensee is a licensee of Social Value Portal.

Restrictions

• Shall not copy the Social Value Portal TOM System.
• Shall not use the Social Value Portal TOM System for any commercial purposes whatsoever.
• Shall not amend, vary, reverse engineer, or otherwise adapt the Social Value Portal TOM System.
• Shall not publish, distribute or otherwise share any substantial part of the Social Value Portal TOM System with any third parties.

Confidentiality

• Each party shall not disclose any confidential information for a period of five years after termination or expiry of this Licence.
• Confidential information may only be disclosed to employees, officers, representatives, or as required by law.

Protection of the Copyright

• The Licensee shall notify Social Value Portal of any suspected or threatened infringement of the Copyright.
• Social Value Portal shall have exclusive control over claims and proceedings.

Liability, Indemnity and Insurance

• Social Value Portal makes no warranties as to the quality, performance, accuracy or security of the Social Value Portal TOM System.
• Social Value Portal excludes all liability to the Licensee for any losses arising from use of the Social Value Portal TOM System.
• The Licensee shall indemnify Social Value Portal against any liabilities arising out of use of the Social Value Portal TOM System.

Termination

• Social Value Portal may terminate this Licence by giving written notice.
• The Licence shall terminate automatically if the Licensee breaches any term of this Licence.

Governing Law and Jurisdiction

This Licence shall be governed by and construed in accordance with the law of England and Wales. Each party agrees that the courts of England and Wales shall have exclusive jurisdiction over any disputes.