Licence Terms and Conditions

Open Access Social Value TOM System™ for Voluntary, Community, Faith and Social Enterprise (VCFSE)

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 licence on the terms and conditions set out in this Licence to use the Social Value Portal TOM System for its internal business purposes.

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.
• "Initial Term": Shall have the meaning set out in clause 9.1.
• "Results": Any social value measurements resulting from the use of the Social Value Portal TOM System.
• "Territory": Worldwide.
• "Social Value Portal TOM System": The measurement system set out on the Website and labelled Social Value Portal (SVP) TOM System or Social Value TOM System.
• "Website": https://www.socialvalueportal.com/measurement

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 to use the Social Value Portal TOM System for non-commercial purposes in the Territory for the term of this Licence.

Licensee Obligations

• Warrants that it is a voluntary, faith, community group or a social enterprise.
• Shall only obtain access to the Social Value Portal TOM System via the Website.
• Shall not use the Social Value Portal TOM System after expiry or termination of this Licence.
• Shall provide updated contact details to Social Value Portal as required.
• Shall validate Results before publication.
• Consents to receiving technical communication from Social Value Portal.

Restrictions

• Shall not copy the Social Value Portal TOM System.
• Shall not use the Social Value Portal TOM System for commercial purposes.
• Shall not amend, vary, or otherwise adapt the Social Value Portal TOM System.

Confidentiality

Each party undertakes that it shall not at any time disclose confidential information of the other party except as permitted by law or contract.

Protection of the Copyright

The Licensee shall notify Social Value Portal of any infringement claims.

Liability, Indemnity and Insurance

• Social Value Portal makes no warranties on the Social Value Portal TOM System.
• Licensee acknowledges the "as-is" basis of the system.

Termination

Social Value Portal may terminate this Licence by giving written notice. Automatic termination applies 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.