Background
Atkins Limited (“Atkins”) is developing the D3i service as a tool for checking that developers’ sewer network designs conform to Scottish Water’s standards and practices. The D3i service, together with associated services and deliverables provided by Atkins (the “Services”), may be provided to you as part of the beta testing of the D3i service.
No reliance on Services
Atkins shall not be liable for any reliance you may place on the Services and Atkins makes no representations or promises as to the quality or timeliness of the Services. Atkins reserves the right to refuse to provide the Services at any time and at its sole discretion, without liability to you.
No fees payable for the Services
Atkins agrees that no fees shall be payable by you for receipt of the Services.
Intellectual property rights
You acknowledge and agree that all intellectual property rights and all other rights in the Services shall vest in and shall be and remain the sole and exclusive property of Atkins. Atkins licenses all such rights to you free of charge and on a non-exclusive basis to such extent as is necessary to enable you to make reasonable use of any deliverable provided to you in connection with the Services, in each case on the basis set out in this letter.
If and to the extent that any of intellectual property rights and other rights in the Services includes or have been created, produced or developed using any intellectual property rights belonging to a third party, Atkins shall use reasonable endeavours to procure that you shall be licensed to use such rights.
You licence all intellectual property rights and all other rights in the information you may provide to Atkins free of charge and on a non-exclusive basis to such extent as is necessary to enable Atkins to deliver the Services to you.
Confidentiality
You agree to keep all Confidential Information received in connection with the Services secret, not to use or exploit the Confidential Information except for or in connection with the proper use of the Services and only make disclosure of the Confidential Information with our consent (such consent to be sought so far as legally practicable).
“Confidential Information” means all confidential or proprietary information relating to the Services that is disclosed or made available to you whether before or after the date of this agreement but not Confidential Information that is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by a breach of this agreement; or was already lawfully known to you before it was disclosed to it; or has been received by you from a third party source that is not connected with the party that has disclosed it and that such source was not under any obligation of confidence in respect of that information.
English law and entire agreement
These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement. This Agreement contains the entire understanding of the Parties, and supersedes any and all other agreements presently existing or previously made, written or oral, between Atkins and you concerning its subject matter.
These terms and conditions to be binding
In consideration of your participation in the beta testing of the Services, you agree to the terms and conditions set out herein. These terms and conditions shall apply unless and until Atkins notifies you otherwise in writing.