UK Data Services Attachment

This UK Data Services Attachment (this "Attachment") supplements and forms part of the Geocodio Terms of Service (the "Agreement") between Dotsquare LLC, dba Geocodio ("Vendor"), and Customer. Capitalized terms not defined herein have the meanings given to them in the Agreement. In the event of any conflict between this Attachment and the Agreement with respect to UK Data Services, this Attachment shall control.

SCOPE AND PURPOSE

1.1 This Attachment governs Customer's use of the Vendor's United Kingdom geocoding and address data services ("UK Data Services"), which incorporate data licensed from Royal Mail Group Limited ("Royal Mail") known as PAF® Data, supplied under the PAF® Data Solutions Provider Licence (the "Royal Mail Licence"), and data licensed from Ordnance Survey Limited ("OS") under the applicable OS Partner licensing agreements.

1.2 Customer acknowledges that the UK Data Services are dependent on Vendor's continued access to PAF® Data under the Royal Mail Licence and OS data under the applicable OS agreements, and that Vendor's obligations under this Attachment are subject to and limited by the terms of those licences.

1.3 By using the UK Data Services, Customer agrees to comply with this Attachment and with the applicable end user terms required by the Royal Mail Licence (the "PAF® End User Terms"), which are incorporated herein by reference and set out in Section 4 below.

1.4 Scope of Attachment. This Attachment applies to all address data returned by the UK Data Services, including cleansed address records and address records returned through reverse geocoding. Under the applicable OS and Royal Mail licensing terms, address records are licensed as a single unit and individual address elements (such as building number, street name, or locality) may not be separated from other elements (such as postcode or post town) for the purposes of distribution.

This Attachment does not apply to, and the PAF® End User Terms do not govern, any data returned by the UK Data Services that does not require authorisation under the Royal Mail Licence or OS licensing terms for its distribution, including but not limited to:

(a) geographic coordinates (latitude and longitude);

(b) data appends, including but not limited to political districts or time zones;

(c) stable address keys; or

(d) Unique Property Reference Numbers (UPRNs), subject to the Ordnance Survey Open Identifiers Policy.

Such non-address data remains governed by the Agreement and/or their corresponding open source or open government licences, including the data use rights set out in Section 8.4 of the Agreement.

For the avoidance of doubt, UK Data Services requests that return only non-address data as described in this Section do not constitute use of PAF® Data for the purposes of this Attachment.

1.5 For the purposes of Customers who have executed this Attachment, the reference to countries supported in Section 3.1(e) of the Agreement shall be deemed to include the United Kingdom.

1.6 To the extent Customer processes UK address data through the UK Data Services in accordance with this Attachment, such processing shall not constitute a breach of Section 6.8 of the Agreement, notwithstanding any reference to the GDPR or equivalent data protection laws in that Section. Both parties represent and warrant that they shall comply with all applicable data protection laws in connection with the UK Data Services, including the UK General Data Protection Regulation and the Data Protection Act 2018. Customer represents and warrants that it has all necessary legal bases and authorisations for its processing of personal data through the UK Data Services. Vendor represents and warrants that it processes personal data received through the UK Data Services in accordance with its Privacy Policy and applicable data protection laws. Neither party shall have liability to the other for the other party's failure to comply with applicable data protection laws.

DEFINITIONS

For the purposes of this Attachment, the following terms shall have the meanings set out below. Where a term is also defined in the Royal Mail Licence, the Royal Mail Licence definition shall prevail to the extent of any inconsistency.

"Bureau Service" means a service comprising the data cleansing of a customer database using PAF® Data and the supply of the resulting cleansed database back to the relevant customer.

"Closed User Group" means a network of businesses comprising an End User and not fewer than ten Business Partners of a single type, as defined in the Royal Mail Licence.

"Data Cleansing" means the processing of existing data records using PAF® Data, including validating, reformatting, correcting, or appending additional data to those records, but not including Data Extraction. Forward geocoding (the conversion of a customer-supplied address to a cleansed address) is Data Cleansing.

"Data Extraction" means the extraction of PAF® Data or any part of it for the generation of new address records in a new or existing database. Reverse geocoding (the return of address records in response to a coordinate query) constitutes Data Extraction.

"End User" means, for the purposes of this Attachment, a single legal entity who is permitted to use PAF® Data through its PAF® Users in accordance with this Attachment and the Royal Mail Licence. Customer is an End User unless Customer is acting as a Third-Party Solutions Provider under Section 3.10.

"Multiple User Block" means a block of up to 300 PAF® Users for the purpose of licence fee calculation under the Royal Mail Licence.

"Organisation Use" means unlimited use of the UK Data Services by an End User, as defined in the Royal Mail Licence, attracting a flat annual licence fee per End User.

"PAF® Data" means Royal Mail's Postcode Address File database, including the Alias File.

"Solution" means the Geocodio service (API and dashboard) to the extent it benefits from or includes PAF® Data. For the purposes of PAF® User counting, the Solution is the Geocodio service itself, and access to the Geocodio platform itself; downstream systems that contain data output by the Geocodio service (such as Customer's own CRM, database, or internal systems) are not themselves the Solution, and individuals who view cleansed address data only within such downstream systems are not PAF® Users.

"Third-Party Solutions Provider" or "TPSP" means a Customer that builds and distributes its own address data product or service using PAF® Data obtained through the UK Data Services. A TPSP is a Licensee under the Royal Mail Licence, not an End User. (For the avoidance of doubt, a Customer that calls the Geocodio API as part of its own business operations, including where the results inform services provided to that Customer's own customers, is an End User, not a TPSP.)

"Transaction" means, in response to a query relating to any part of the PAF® Data, the verification of that query or the return of data of up to 100 address records, as further defined in the Royal Mail Licence.

"Transaction Block" means a pre-purchased unit of 100 Transactions in respect of an End User. Transaction Blocks may not be shared across different End Users.

"PAF® User" means an individual authorised by an End User to use the Solution. In practical terms, a PAF® User is an individual with authorised access to the Geocodio service, such as login credentials, API key management access, or administrative access to the Geocodio dashboard. Where the Geocodio API is called by automated infrastructure (servers, serverless functions, auto-scaling containers, or similar) on behalf of authorised individuals, the PAF® User count is based on the number of individuals with access to the Geocodio platform, not the number of compute instances making API calls.

"Website Use" means the use of PAF® Data to capture or verify address details of users of an End User's website where: (a) website users are not the End User's employees; (b) neither the use of the website nor the End User's product or service offering is connected with address data management or data cleansing; and (c) the address capture or verification is carried out for the purpose of receipt of products or services enabled by the website. Website Use applies only where PAF®-derived address data or address suggestions are presented to the website visitor as part of the address capture experience (such as address type-ahead/autocomplete). (For purposes of clarity, where Customer's website sends addresses to the Geocodio API and receives results in its backend systems without displaying PAF®-derived data to the website visitor, this does not constitute Website Use and is instead categorised as standard User-Based Use.)

ROYAL MAIL LICENCE FEE MODEL AND CUSTOMER OBLIGATIONS

3.1 Default Fee Basis. Unless Customer notifies Vendor that another use category (below) is more appropriate for Customer's deployment, the UK Data Services are priced on a per-User basis as described in 3.1.(a). Customer's fees for UK Data Services reflect the costs associated with the applicable Royal Mail licence fees for the relevant use category plus Vendor’s overhead. Customer represents, unless they notify Vendor otherwise, that this is the appropriate license category for their use. Should Customer notify Vendor of a change in use category, Customer's fees shall be adjusted accordingly to reflect the Royal Mail licence fees applicable to the new category, based on Royal Mail's then-current licence fee schedule as available at https://www.poweredbypaf.com/pricing-solutions-provider/.

3.2 Use Categories. The applicable use categories under the Royal Mail Licence are:

(a) User-Based Use (default): Standard use where licence fees are calculated based on the number of individual PAF® Users with access to the Geocodio platform. 

(b) Transaction-Based Use: Use where licence fees are calculated based on the number of Transactions, purchased in advance as Transaction Blocks (units of 100 Transactions) in respect of each End User. At Vendor’s election, Customer may use Transaction-Based pricing for some or all of its PAF® usage, and may combine Transaction-Based pricing with User-Based pricing for the same End User. Transaction Blocks are valid for 12 months from their activation date, after which unused Transactions expire. Transaction Blocks may not be shared across different End Users. Customer must ensure that Transactions carried out by each End User do not exceed the number of Transactions for which fees have been paid.

(c) Website Use: Use of PAF® Data to capture or verify address details of visitors to Customer's website(s), as defined in Section 2. Website Use applies only where Customer displays PAF®-derived address data or address suggestions to the website visitor as part of the address capture experience (such as address type-ahead/autocomplete). Website Use attracts a separate annual licence fee per End User, or may alternatively be licensed on a Transaction Block basis. Website Use does not authorise use of the UK Data Services by Customer's own employees, agents, or contractors (unless acting in a personal capacity or responsible for technical maintenance of the website), who must be separately licensed as PAF® Users.

(d) Organisation Use: Unlimited use by an End User for Royal Mail licence fee purposes, attracting a flat annual licence fee per End User. The selection of Organisation Use as a licence fee category does not modify, expand, or override the System capacity, throughput, or instance limitations set out in Section 2 of the Agreement; Organisation Use determines the basis on which Royal Mail licence fees are calculated and does not entitle Customer to System capacity beyond that provided under Customer's applicable plan.

(e) Closed User Group Use: Where Customer wishes to grant access to UK Data Services across a closed user group network, attracting fees as specified by the Royal Mail Licence.

3.3 Election and Change of Fee Basis. Vendor may elect the fee basis independently for each End User, choosing whichever use category is appropriate for that End User's deployment. Vendor may change the fee basis for an End User during the licence year; however, no refund will be issued for fees already paid under the previous basis, and the new licence year for that End User commences from the date of the change. Customer must promptly notify Vendor of any change in the nature of Customer's use that may affect the applicable use category.

3.4 Reporting Obligations. Customer is solely responsible for determining and accurately communicating to Vendor, prior to activation of UK Data Services and on an ongoing basis:

(a) the category of use that applies to Customer's deployment of the UK Data Services;

(b) the number of PAF® Users with access to the Geocodio service;

(c) any increase or decrease in the number of PAF® Users (within ten (10) business days of the change);

(d) any change in the nature or category of Customer's use, including but not limited to a transition from User-Based Use to Website Use or Organisation Use, the commencement of Closed User Group activities, or any use that may constitute Bureau Services.

Customer represents and warrants that all information provided to Vendor under this Section is and shall remain true, accurate, and complete in all material respects. Customer understands that the Royal Mail Licence requires Vendor to report end user usage accurately and that Customer's failure to provide accurate information may expose Vendor, and in turn Customer, to liability under the Royal Mail Licence (see Section 3.6). Customer must ensure that only PAF® Users for whom applicable licence fees have been paid access or use the UK Data Services in a manner that returns PAF® Data.

3.5 Vendor's Reliance on Customer Information. Vendor shall calculate and remit Royal Mail licence fees based on the information provided by Customer regarding the number of PAF® Users and the applicable use category. Customer is responsible for accurately representing their use category. However, Vendor reserves the right to require Customer to change its reported use category if Vendor reasonably believes, based on information available to it, that Customer's reported category is inconsistent with Customer's actual use of the UK Data Services.

3.6 Liability for Underreporting or Miscategorisation. Customer shall be solely liable for, and shall indemnify and hold harmless Vendor against, any and all losses, liabilities, fees, penalties, audit costs, and expenses (including reasonable legal fees) arising from or related to:

(a) Customer's failure to accurately report the number of PAF® Users;

(b) Customer's failure to accurately identify or communicate the applicable use category;

(c) Customer's use of the UK Data Services in a manner inconsistent with the use category reported to Vendor;

(d) any breach by Customer or Customer's PAF® Users of the PAF® End User Terms; or

(e) any Royal Mail audit, investigation, claim, or fee adjustment arising from any of the foregoing.

Customer's indemnification obligations under this Section are not subject to any limitation of liability set out in the Agreement.

3.7 Audit and Cooperation. The Royal Mail Licence requires that End Users keep accurate records of all PAF® Data use for a minimum of six (6) years and cooperate with audits conducted by Royal Mail or its authorised agents. Accordingly, if Royal Mail exercises its audit rights under the Royal Mail Licence, Customer shall provide reasonable cooperation and assistance to Vendor and, if required, to Royal Mail or its authorised agents, including granting access to relevant premises during working hours upon reasonable prior notice. If any such audit reveals that Customer has underreported PAF® Users or miscategorised its use, Customer shall promptly pay all additional fees attributable to the underreported or miscategorised use, including any fees, penalties, or costs imposed on Vendor by Royal Mail as a result.

3.8 Third-Party Solutions Providers (TPSPs). Where Customer builds and distributes its own address data product or service using PAF® Data obtained through the UK Data Services:

(a) Customer is acting as a Third-Party Solutions Provider (TPSP) under the Royal Mail Licence, not as an End User. Each downstream organisation receiving PAF® Data through Customer's product or service is a separate End User.

(b) Customer must identify all downstream End Users to Vendor and include them in its reporting.

(c) Customer must ensure that the PAF® End User Terms (as set out in Section 4) are passed through to and binding on each downstream End User, whether by contract, click-through acceptance, or equivalent mechanism.

(d) Vendor shall report the TPSP and all downstream End Users on the Royalty Returns to Royal Mail, along with the applicable licences and/or Transaction Blocks supplied.

(e) Customer's indemnification obligations under Section 3.8 extend to acts and omissions of downstream End Users.

3.9 Customers with Downstream Clients. Where Customer is an End User (not a TPSP) that calls the Geocodio API as part of its own business operations and provides cleansed data to its own downstream clients:

(a) PAF® Users are counted at the Customer level only, being the individuals with access to the Geocodio platform. Individuals at downstream client organisations who view cleansed address data through Customer's platform but do not have access to Geocodio are not counted as PAF® Users.

(b) Customer must ensure that any onward supply and handling of cleansed data by or to downstream clients complies with the PAF® End User Terms set out in Section 4.

3.10 Fee Adjustments. In the event of changes to the Royal Mail fee schedule, Vendor reserves the right to adjust UK Data Services fees effective as of the next Renewal Term, in accordance with the notice provisions set out in Section 2.4 of the Agreement. For the avoidance of doubt, fee adjustments under this Section do not entitle Customer to early termination of this Attachment or the Agreement; Customer's right not to renew under Section 2.4 of the Agreement applies.

PAF® END USER TERMS AND CONDITIONS OF USE

4.1 General Terms. The following terms apply to all use of the UK Data Services that returns address data:

(a) Royal Mail IP Acknowledgement. Customer acknowledges that Royal Mail is the owner of the intellectual property rights in PAF® Data and the PAF® brand, and Customer does not acquire any rights to use those intellectual property rights other than as set out in this Attachment.

(b) User Compliance. Customer must ensure that: (i) the PAF® End User Terms set out in this Section 4 bind its PAF® Users; (ii) only PAF® Users exercise the use rights granted under this Attachment; and (iii) upon termination of Customer's rights, the rights of PAF® Users also terminate.

(c) No Bureau Services. Customer is not permitted to use the UK Data Services to provide Bureau Services (as defined in Section 2).

(d) Subcontractors. Customer may share address data received from the UK Data Services with its subcontractors to the extent necessary for the provision of information technology services to Customer or for acting on Customer's behalf, in each case for Customer's own business purposes only. Customer is responsible for any breaches of these terms by such subcontractors.

(e) Termination. Upon termination of this Attachment, Customer must cease use of the UK Data Services. For data retention and destruction obligations, see Sections 4.2(c), 4.3(c), and 6.3.

(f) Promotion and Endorsement. Customer must not advertise or promote its use of the UK Data Services as endorsed or approved by Royal Mail.

4.2 Forward Geocoding (Data Cleansing). Where Customer supplies its own address records to the UK Data Services for cleansing, geocoding, or enrichment:

(a) Permitted Use. Customer may store and use the cleansed results (including cleansed addresses, coordinates, and appended data) for Customer's own business purposes.

(b) Sharing of Cleansed Data. Customer may share cleansed data with third parties in the course of Customer's normal business activities, including sharing with Customer's own clients, contractors, mailing houses, or other third parties as part of Customer's ordinary operations. This permission is subject to the following conditions:

(i) where that supply constitutes a Bureau Service, it is prohibited under this Attachment;

(ii) if such databases constitute substantially all the addresses in the United Kingdom or any constituent country thereof, such databases must not be represented as a master or comprehensive address database, the provision must be in the course of Customer's normal business activities and not carried on as a business in its own right, and a prominent notice must be included stating that the data has been cleansed against PAF® Data.

(c) Termination. Customer's own address records that have been cleansed, geocoded, or enriched through the UK Data Services are Customer's data and are not subject to destruction obligations under this Attachment. Customer may continue to store and use such data in accordance with the Agreement.

4.3 Reverse Geocoding (Data Extraction). Where Customer supplies coordinates to the UK Data Services and receives address records in response:

(a) Permitted Use. Customer may store and use the resulting address records for Customer's own business purposes.

(b) Restrictions. The resulting address records may only be accessed by Customer's PAF® Users and must not be supplied to or made accessible to any third party.

(c) Termination. As required by Royal Mail, address records obtained through reverse geocoding must be destroyed within twelve (12) months of termination of this Attachment. Customer must provide written certification of such destruction to Vendor; this obligation is affirmative and does not require prior request. The Royal Mail Licence permits Customer to retain one archival copy solely for the purposes of reviewing compliance, satisfying legal or regulatory requirements, or in connection with legal proceedings.

4.4 Website Use. Where Customer displays PAF®-derived address data or address suggestions to visitors on Customer's website as part of the address capture experience (such as address type-ahead, autocomplete, or showing address suggestions back to a website visitor upon receipt of a partial or full address):

(a) This constitutes Website Use and must be licensed accordingly under Section 3.2(c).

(b) Website Use does not authorise use of the UK Data Services by Customer's own employees, agents, or contractors (unless acting in a personal capacity or responsible for technical maintenance of the website), who must be separately licensed as PAF® Users.

(c) For purposes of clarity, where Customer's website sends addresses to the Geocodio API and receives results in its backend systems without displaying PAF®-derived data to the website visitor, this is not Website Use. It is standard User-Based Use under Section 3.2(a).

4.5 Non-Address Data. The terms of this Section 4 do not apply to non-address data as described in Section 1.4 (coordinates, UPRNs, political districts, and the like). Customer's use of such data is governed by the Agreement and applicable open source or open government licences.

4.6 Enforcement. Customer acknowledges that Royal Mail may enforce the terms of the Royal Mail Licence directly in respect of End User breaches and that Vendor may be required by Royal Mail to terminate Customer's access to the UK Data Services if Customer breaches the PAF® End User Terms and fails to remedy such breach within twenty (20) working days of notice.

DISCLAIMERS AND LIMITATION OF LIABILITY FOR UK DATA SERVICES

5.1 No Warranty of PAF® Data Accuracy. In addition to the disclaimers set out in the Agreement, Vendor does not warrant the accuracy or completeness of PAF® Data or that it will meet any of Customer's requirements. Customer acknowledges that Royal Mail does not warrant the accuracy or completeness of PAF® Data.

5.2 Limitation of Vendor Liability for Royal Mail Actions. Vendor shall not be liable to Customer for any loss, damage, or expense arising from: (a) Royal Mail's modification of the terms of the Royal Mail Licence, including fee changes; (b) Royal Mail's termination or suspension of Vendor's access to PAF® Data; (c) any action taken by Royal Mail to enforce the Royal Mail Licence or the PAF® End User Terms; or (d) any reduction in or unavailability of PAF® Data.

5.3 No Liability for Customer Miscategorisation. Per Section 3, Vendor shall have no liability whatsoever for any fees, penalties, audit costs, or other losses arising from Customer's failure to accurately report PAF® Users, accurately identify the applicable use category, or otherwise comply with the reporting obligations set out in Section 3. Customer's indemnification obligations under Section 3 shall apply to the fullest extent permitted by law.

TERMINATION OF UK DATA SERVICES

6.1 This Attachment shall terminate automatically upon termination of the Agreement. Either party may terminate this Attachment (without terminating the Agreement as a whole) in accordance with the termination provisions set out in Section 5 of the Agreement, as applied to the UK Data Services.

6.2 Vendor may terminate this Attachment immediately if: (a) the Royal Mail Licence is terminated or Vendor's rights to sub-license PAF® Data cease for any reason; (b) Customer breaches any material term of this Attachment and, if capable of remedy, fails to remedy such breach within twenty (20) working days of notice; or (c) Customer fails to pay any fees due under this Attachment within thirty (30) days of the applicable invoice date.

6.3 Upon termination of this Attachment:

(a) Customer shall immediately cease all use of the UK Data Services.

(b) Customer shall follow data retention and destruction obligations per Sections 4.2 (forward geocoding) and 4.3 (reverse geocoding),

(c) Customer shall ensure that all PAF® Users cease use of PAF® Data upon the applicable destruction or cessation date.

Non-address data as described in Section 1.4 (coordinates, political districts, UPRNs, and the like) is not subject to destruction obligations under this Attachment. Customer may continue to store and use such data in accordance with the Agreement and applicable open source or open government licences.

6.4 Sections 3.6, 3.7, 3.8, 3.9, 5, and 7 shall survive termination of this Attachment.

GENERAL

7.1 Governing Law and Dispute Resolution. This Attachment and all disputes between the parties arising out of or relating to this Attachment shall be governed by the laws of the Commonwealth of Virginia, United States, and subject to the exclusive jurisdiction of the federal and state courts located in, or with jurisdiction pertaining to, the Commonwealth of Virginia, United States, consistent with Section 12.8 of the Agreement. Customer acknowledges, however, that Vendor's rights to PAF® Data derive from the Royal Mail Licence, which is governed by the laws of England and Wales. To the extent that any dispute under this Attachment requires the interpretation or construction of terms defined in or originating from the Royal Mail Licence or the PAF® End User Terms (including, without limitation, the definitions of Website Use, Organisation Use, Transaction, Data Extraction, Data Cleansing, Bureau Service, and Closed User Group), such interpretation shall be made in accordance with the laws of England and Wales. For the avoidance of doubt: (a) Virginia law governs all aspects of the contractual relationship between Vendor and Customer, including the formation, performance, and enforcement of this Attachment; (b) English law applies solely as an interpretive aid for Royal Mail Licence-derived terms and obligations; and (c) in the event of any conflict between Virginia law and English law in the interpretation of this Attachment, Virginia law shall prevail as between the parties, except that Customer's obligations that flow through from the Royal Mail Licence (as set out in Sections 3 and 4 of this Attachment) shall be interpreted consistently with the Royal Mail Licence to the extent necessary to ensure Vendor's compliance with that licence. Customer further acknowledges that Royal Mail may have the right to enforce certain provisions of the Royal Mail Licence directly, and that any such enforcement by Royal Mail would be subject to English law and the jurisdiction of the courts of England and Wales, independent of this Attachment.

7.2 Changes to Royal Mail Licence. Customer acknowledges that the terms of the Royal Mail Licence (including fee schedules) may be modified by Royal Mail from time to time. Vendor shall use reasonable efforts to notify Customer of any material changes, and this Attachment shall be deemed amended to the extent necessary to comply with any such changes.

7.3 Entire UK Data Services Agreement. This Attachment, together with the Agreement and the Order Form, constitutes the entire agreement between the parties with respect to the UK Data Services and supersedes all prior or contemporaneous communications regarding the same.