Open Access Licence
Version 1: Last updated 17th October 2025
Definitions
The following words shall have the following meanings in this Open Access Licence:
"Available"
means operational, accessible, and functioning in accordance with the agreed specification, excluding periods of schedule maintenance, Force Majeure events, or any downtime caused by the User's own systems or actions.
"Derivative Works"
means any work that is based on (or derived from) the Open Access Content and for which the editorial revisions, annotations, elaborations, and/or other modifications represent, as a whole, an original work of authorship. For the purposes of this Open Access Licence, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Open Access Content and Derivative Works thereof.
"Open Access Content"
means the content made Available to a User by Ardens in connection with the Open Access Licence.
"Open Access Licence"
means the terms and conditions for use and reproduction of the Open Access Content.
"Open Access Content Method"
means the method by which Ardens makes the Open Access Content Available to a User (including but not limited to the Open Access Method accessible via Ardens Manager).
"Permitted Purpose"
has the meaning as defined at Ardens Open Indicators - Ardens Manager.
"Third Party Content"
has the meaning given to it in paragraph 4.
"User"
means a user of the Open Access Content and who is subject to the terms of this Open Access Licence.
"User Content"
means any data uploaded or added or used by the User and for the purpose of using and/or accessing the Open Access Content Method.
Grant of Licence
Subject to the terms of this Open Access Licence, Ardens grants to the User a non-exclusive licence to use, reproduce, and prepare Derivative Works of the Open Access Content made available through the Open Access Content Method in accordance with the Permitted Purpose.
Scope of Use and Obligations
3.1.
In relation to scope of use:
3.1.1.
for the purposes of paragraph 2, use of the Open Access Content shall be restricted to use of the same in object code form;
3.1.2.
the User may not use the Open Access Content other than as specified in this Open Access Licence without the prior written consent of Ardens, and the User acknowledges that fees may be payable on any change of use approved by Ardens;
3.1.3.
where an Organisation (as defined in Ardens Terms of Supply and Use) procures a licence in accordance with paragraph 2, it shall ensure that all of its Users comply with the terms of this Open Access Licence;
3.1.4.
the User shall take reasonable steps to prevent unauthorised copying of the Open Access Content;
3.1.5.
except as expressly stated in this paragraph 3, the User has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Open Access Content in whole or in part except to the extent that any reduction of the Open Access Content to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Open Access Content with the operation of other software or systems used by the User;
3.1.6.
the User acknowledges and agrees that Open Access Content may comprise, include or derive from third-party content, and which is subject to third party additional terms (“Third Party Additional Terms”) and any use or reproduction thereof must be exactly as published within or on the Open Access Content Method (by making reference to the original source and including all relevant copyright notices and/or similar);
3.1.7.
the User shall indemnify and hold Ardens harmless against any loss or damage which it may suffer or incur as a result of the User’s breach of any Third Party Additional Terms howsoever arising; and
3.1.8.
Ardens may treat the User’s breach of any Third Party Additional Terms as a breach of this Open Access Licence.
3.2.
The User may not use any such information provided by Ardens or obtained by the User during any such reduction permitted under this paragraph 3 to create any software, content, Derivative Works or otherwise whose expression is substantially similar to that of the Open Access Content nor use such information in any manner which would be restricted by any copyright subsisting in it.
3.3.
The User shall not:
3.3.1.
sub-license, assign or novate the benefit or burden of this Open Access Licence in whole or in part;
3.3.2.
allow the Open Access Content to become the subject of any charge, lien or encumbrance;
deal in any other manner with any or all of its rights and obligations under this Open Access Licence; and use the Open Access Content other than on the designated equipment (including the volumes) as specified in the Product and Service Specification (as defined in Ardens Terms of Supply and Use) from time to time. For the purposes of this paragraph 3.3.5 "use of the Open Access Content" means accessing the Open Accessing Indicators via the Open Access Content Method (which can be accessed via Arden’s Manager), without the prior written consent of Ardens, such consent not to be unreasonably withheld or delayed.
3.3.
The User shall not:
3.3.1.
sub-license, assign or novate the benefit or burden of this Open Access Licence in whole or in part;
3.3.2.
allow the Open Access Content to become the subject of any charge, lien or encumbrance; deal in any other manner with any or all of its rights and obligations under this Open Access Licence; and use the Open Access Content other than on the designated equipment (including the volumes) as specified in the Product and Service Specification (as defined in Ardens Terms of Supply and Use) from time to time. For the purposes of this paragraph 3.3.5 "use of the Open Access Content" means accessing the Open Accessing Indicators via the Open Access Content Method (which can be accessed via Arden’s Manager), without the prior written consent of Ardens, such consent not to be unreasonably withheld or delayed.
3.4.
Ardens may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Open Access Licence, provided it gives written notice to the User.
3.5.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
3.6.
The User shall:
3.6.1.
keep a complete and accurate record of the User's copying and disclosure of the Open Access Content and its users, and produce such record to Ardens immediately on request from time to time;
3.6.2.
notify Ardens as soon as it becomes aware of any unauthorised use of the Open Access Content by any person; and
3.6.3.
pay, for broadening the scope of the licences granted under this Open Access Licence to cover the unauthorised use, at an amount equal to the fees which Ardens would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with any applicable interest, from such date to the date of payment.
3.7.
The User shall permit Ardens to inspect and have access to any premises (and to the computer equipment located there) at or on which the Open Access Content is being kept or used, and have access to any records kept in connection with this Open Access Licence, for the purposes of ensuring that the User is complying with the terms of this Open Access Licence, provided that Ardens provides reasonable advance notice to the User of such inspections, which shall take place at reasonable times.
Third Party Content
4.1.
The User acknowledges that:
4.1.1.
the Open Access Content may comprise or include content generated, otherwise created by, or derived from third parties (“Third Party Content”); and
4.1.2.
the Open Access Content Method may redirect, enable or assist the User to access the Third Party Content and where applicable, correspond with, and obtain additional services from Third parties via Third Party websites and that it does so solely at its own risk.
4.2.
Ardens makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to any Third Party Content or its use thereof, or correspondence by the User with any such Third Party website, or any transactions completed, or any contract entered into by the User, with any such Third Party.
4.3.
Any contract entered into and any transaction completed via any Third Party website is between the User and the relevant Third Party, and not Ardens.
4.4.
Ardens recommends that the User refers to the Third Party’s website terms and conditions and privacy policy prior to using any relevant Third Party website.
4.5.
Ardens does not endorse or approve any Third Party website, nor the content of the Open Access Content (including any the Third Party Content) made available via the Open Access Content Method.
4.6.
The User shall have the sole responsibility of ensuring that it can lawfully use any Third Party Content outside of the scope of this Open Access Licence.
Intellectual Property Rights
5.1.
The User acknowledges that all Intellectual Property Rights in the Open Access Content and the Open Access Content Method shall belong to Ardens (or the relevant third-party owners as the case may be), and the User shall have no rights in or to the Open Access Content and the Open Access Content Method other than the right to use it in accordance with the terms of this Open Access Licence.
5.2.
The User shall own all right, title and interest in and to all of the User Content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Content. Ardens does not endorse any of the User Content used in the context of this Open Access Licence.
Privacy, Cookies, and Data Protection
Privacy and Cookies
6.1.
Ardens shall, when providing Open Access Content via the Open Access Content Method and monitoring the use of it, comply with its Privacy Policy available at: Ardens - Privacy or such other website address as may be notified to the User from time to time, as may be amended from time to time by Ardens in its sole discretion.
6.2.
Ardens may use “cookies” in the provision of the Open Access Content via the Open Access Content Method. Ardens’ use of cookies is set out in its Privacy Policy at: Ardens - Privacy or such other website address as may be notified to the User from time to time, as may be amended from time to time by Ardens in its sole discretion.
Data Protection
6.3.
Where Ardens processes any personal data on the User’s behalf when performing its obligations under the terms of this Open Access Licence, the parties record their intention that the User shall be the data controller and Ardens shall be a data processor and in any such case:
6.3.1.
the User acknowledges and agrees that any personal data shall not be transferred or stored outside the UK, EEA, or recognised GDPR adequacy countries unless:
6.3.1.1.
the transfer is on the basis of a valid adequacy decision made by the UK Government in accordance with Data Protection Law;
6.3.1.2.
appropriate safeguards are applied (as set out in Data Protection Law (which, in the event of any uncertainty as to the appropriate safeguards to be adopted, shall mean the use of the International Data Transfer Agreement or any other model contract clauses in a form approved by the UK Government); or
6.3.1.3.
such transfer is otherwise permitted under Data Protection Law.
6.3.2.
the User shall permit Ardens to transfer any personal data to a Ardens group company, a third party data centre, or a cloud data service, to use, store, host, access or process any personal data to enable Ardens to provide both the Open Access Content and the Open Access Content Method and to carry out Ardens’ other obligations under the terms of this Open Access Licence;
6.3.3.
the User shall ensure that it is entitled to transfer the relevant personal data to Ardens so that Ardens may lawfully use, process and transfer the personal data in accordance with the terms of this Open Access Licence on the User’s behalf;
6.3.4.
Ardens shall process personal data only in accordance with any Applicable Laws, the terms of this Open Access Licence and any lawful instructions reasonably given by the User from time to time; and
6.3.5.
each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
Disclaimer of Warranty
7.1.
Ardens:
7.1.1.
each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
7.1.2.
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the User acknowledges that both the Open Access Content and Open Access Content Method may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.2.
Ardens warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the terms of this Open Access Licence.
7.3.
It is Ardens’ intention that both the Open Access Content and Open Access Content Method (where relevant) will be available twenty-four (24) hours a day, seven (7) days a week, except for planned maintenance or necessary unplanned maintenance – but Ardens makes no warranty or guarantee to this effect.
7.4.
The User acknowledges and agrees that while Ardens may not currently have set a fixed upper limit on use of the both the Open Access Content and Open Access Content Method, such fixed upper limits may be set by Ardens at any time at Ardens’ absolute discretion.
7.5.
Ardens reserves the right to monitor the use of both the Open Access Content and Open Access Content Method by the User for the purposes of providing a better service to the User and to ensure adherence to the terms of this Open Access Licence.
Indemnities
8.1.
The User hereby defends, indemnifies and holds harmless Ardens against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with;
8.1.1.
any breach of Ardens’ intellectual property rights; and
8.1.2.
any claim made against Ardens for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with User’s use of the Open Access Content and/or the Open Access Content Method, provided that that in relation to any Ardens third party claim the User is given prompt notice of any such claim, Ardens provides reasonable co-operation to the User in the defence and settlement of such claim, at the User’s sole expense and the User is given sole authority to defend or settle the claim.
8.2.
In no event shall Ardens, its employees, agents and sub-contractors be liable to the User for:
8.2.1.
a modification of the Open Access Content by anyone other than Ardens;
8.2.2.
the User’s use of the Open Access Content and/or the Open Access Content Method in a manner contrary to the instructions given to the User by Ardens; or
8.2.3.
the User’s use of the Open Access Content and/or the Open Access Content Method after notice by Ardens to the User of any alleged or actual infringement of any third party rights from Ardens or any appropriate authority.
Exclusions and Limitation of Liability
9.1.
Except as expressly and specifically provided in the terms of this Open Access Licence:
9.1.1.
the User assumes sole responsibility for results obtained from the use of the Open Access Content by the User, and for conclusions drawn from such use. Ardens shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Ardens by the User in connection with the Open Access Licence, or any actions taken by Ardens at the User’s direction;
9.1.2.
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by Applicable Law, excluded from the terms of this Open Access Licence; and
9.1.3.
the Open Access Content and Open Access Content Method are provided to the User on an “as is” basis.
9.2.
The extent of the parties’ liability under or in connection with the terms of this Open Access Licence (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this paragraph 9.
9.3.
This Open Access Licence is granted free of charge and on an “as is” basis. The User acknowledges that no warranties or representations are given in respect of the Open Access Content and/or Open Access Content Method, and that Ardens shall have no liability for any use of it or results or conclusions obtained from it.
9.4.
Notwithstanding the foregoing, Arden’s total liability under or in connection with the terms of this Open Access Licence shall not exceed £1.00.
9.5.
Ardens shall not be liable for any of the following (whether direct or indirect):
9.5.1.
loss of profit;
9.5.2.
loss of or corruption of data;
9.5.3.
loss of business;
9.5.4.
wasted expenditure;
9.5.5.
pure economic loss;
9.5.6.
loss of opportunity;
9.5.7.
loss of savings, discount or rebate (whether actual or anticipated);
9.5.8.
harm to reputation or loss of goodwill; or
9.5.9.
any other special, indirect or consequential loss, costs, damages, charges or expenses.
9.6.
Notwithstanding any other provision of the terms of this Open Access Licence, the liability of the parties shall not be limited in any way in respect of the following:
9.6.1.
death or personal injury caused by negligence;
9.6.2.
fraud or fraudulent misrepresentation; or
9.6.3.
any other losses which cannot be excluded or limited by Applicable Law.
9.7.
References to liability in this paragraph 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Term and Termination
10.1.
References to liability in this paragraph 9 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2.
Without affecting any other right or remedy available to it, Ardens may terminate this Open Access Licence on giving not less than thirty (30) days’ written notice to the User.
10.3.
Without affecting any other right or remedy available to it, either party may terminate the Open Access Licence with immediate effect by giving written notice to other party if:
10.3.1.
a party commits a material breach of any other term of this Open Access Licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so;
10.3.2.
a party repeatedly breaches any of the terms of this Open Access Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Open Access Licence;
10.3.3.
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of a party; and/or
10.3.4.
any event occurs, or proceeding is taken, with respect to a party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this paragraph 10.
10.4.
On termination of this Open Access Licence for any reason:
10.4.1.
all licences granted under this Open Access Licence shall immediately terminate and the User shall immediately cease all use of the Open Access Content Method (including the Open Access Content themselves);
10.4.2.
each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
10.4.3.
Ardens may destroy or otherwise dispose of any of the User Content in its possession unless Ardens receives, no later than ten (10) days after the effective date of the termination of the terms of this Open Access Licence, a written request for the delivery to the User of the User Content, provided that the User shall be required to pay all reasonable expenses incurred by Ardens in returning or disposing of the User Content; and
10.4.4.
any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the terms of this Open Access Licence which existed at or before the date of termination shall not be affected or prejudiced.
General
Force Majeure
11.1.
Neither party shall be in breach of the terms of this Open Access Licence if it is prevented from or delayed in performing its obligations under the terms of this Open Access Licence, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Ardens or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Ardens or its sub-contractors, provided that the User is notified of such an event and its expected duration.
Variation
11.2.
Ardens may change the terms of this Open Access Licence from time to time with immediate effect and shall post any updated terms on the website: Ardens - Terms
Waiver
11.3.
No failure or delay by a party to exercise any right or remedy provided under the terms of this Open Access Licence by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and Remedies
11.4.
Except as expressly provided in the terms of this Open Access Licence, the rights and remedies provided under the terms of this Open Access Licence are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance
11.5.
If any provision (or part of a provision) of the terms of this Open Access Licence is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
11.6.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
Entire Agreement
11.7.
These terms of this Open Access Licence constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
11.8.
Each party acknowledges that in entering into the terms of this Open Access Licence it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the terms of this Open Access Licence.
11.9.
Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the terms of this Open Access Licence.
Assignment
11.10.
The User shall not, without the prior written consent of Ardens, assign, transfer, charge, sub-licence, sub-contract or deal in any other manner with all or any of its rights or obligations under the terms of this Open Access Licence.
11.11.
Ardens may assign this agreement to any acquirer of all or of substantially all of such party’s equity securities, assets or business relating to the subject matter of this agreement or to any entity controlled by, that controls, or is under common control with Ardens.
11.12.
Ardens may assign this agreement to any acquirer of all or of substantially all of such party’s equity securities, assets or business relating to the subject matter of this agreement or to any entity controlled by, that controls, or is under common control with Ardens.
No Partnership or Agency
11.13.
Nothing in the terms of this Open Access Licence is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third Party Rights
11.14.
Unless it is stated otherwise, this Open Access Licence does not confer any rights on any person or party (other than the parties to the terms of this Open Access Licence and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Notices
11.15.
Unless it is stated otherwise, this Open Access Licence does not confer any rights on any person or party (other than the parties to the terms of this Open Access Licence and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
11.16.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9:00 am on the first UK business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
Governing Law and Jurisdiction
11.17.
This Open Access Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.18.
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 the terms of this Open Access Licence or its subject matter or formation (including non-contractual disputes or claims).
