# DATA LICENCE AGREEMENT
Date: 12 March 2029
Parties: Mersey Climate Observatory CIC and Tideway Planning Ltd
## 1. Parties and purpose
Mersey Climate Observatory CIC (MCO) licenses Tideway Planning Ltd to use the 2010–2028 Mersey Heat Atlas dataset for planning analysis and client reports in the United Kingdom. The licence is non-exclusive, non-transferable and does not sell the dataset.
## 2. Money and rights
Tideway may download one controlled copy, permit access to named employees and professional advisers, and include derived charts in reports. It must not resell raw files, publish a bulk extract, train a general-purpose model, or identify individuals from any record.
## 3. Duties and operation
MCO retains database rights, copyright, know-how and marks. Tideway owns its original report but grants MCO a non-exclusive right to use anonymised feedback. MCO may supply monthly updates but gives no warranty that forecasts are complete or suitable for a particular planning decision.
## 4. Consent and management
The licence fee is £18,000 plus VAT for year one, payable within 30 days; renewal is £20,000 subject to a 5% annual cap. Tideway must keep an access register, notify unauthorised access within 48 hours and allow one reasonable compliance audit each year.
## 5. Ending and remedies
The parties will not exchange personal data unless a written data schedule identifies controller or processor roles, lawful basis, minimisation, retention and UK GDPR safeguards. Tideway must delete raw copies within 30 days after termination, subject to lawfully retained backups remaining protected.
## 6. Legal reservations
MCO may suspend access for misuse or a security risk and may terminate after 10 Business Days' uncured breach. Tideway pays accrued fees and stops use; clauses on confidentiality, IP, audit evidence and limitations survive. Liability is capped at fees paid in 12 months, excluding fraud and non-excludable liability.
## 7. Signatures
England and Wales law governs and the courts of England and Wales have exclusive jurisdiction. The licence is a permission to use data, not regulatory approval or a warranty of planning outcome. Signatures are dated 12 March 2029.