Guidance

Business Gateway connection terms and conditions for cloud providers

Updated 29 July 2019

Applies to England and Wales

1. Definitions

1.1 The following terms shall have the following meanings:

1.1.1 ‘Act’ – the Land Registration Act 2002.

1.1.2 ‘Agreement’ – the agreement between you and the Registrar under these Business Gateway connection terms and conditions.

1.1.3 ‘Business Gateway connection terms and conditions’ – the terms and conditions set out here.

1.1.4 ‘Business Gateway’ – HM Land Registry’s XML machine-to-machine interface linking you to HM Land Registry services to enable you to provide cloud services to your customers.

1.1.5 ‘Cloud provider’ – an organisation that owns and operates a cloud service that enables its customers to access HM Land Registry services via its internet connection with Business Gateway.

1.1.6. ‘Cloud Services’ – access provided by you to your customers to computing resources via a network of remote hosted servers enabling your customers to access HM Land Registry services.

1.1.7 ‘Conditions of use’ – conditions of use relating to access to services as published and updated on the website from time to time.

1.1.8 ‘Connection’ – your connection to Business Gateway using a mutual certificate-based SSL (Secure Sockets Layer) security protocol.

1.1.9 ‘Connection date’ – the date on which the SSL connection is established between your system and HM Land Registry’s system.

1.1.10 ‘Equipment and or software’ – the equipment and or software which you are required to have in order to make the connection to enable you to provide Cloud Services to your customers.

1.1.11 ‘Force majeure’ – any cause affecting the performance by a party of its obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control.

1.1.12 ‘Land Charges Act and Rules’ – the Land Charges Act 1972 and the Land Charges Rules 1974.

1.1.13 ‘HM Land Registry’ – His Majesty’s Land Registry.

1.1.14 ‘Network’ – the electronic communications network provided in accordance with section 92 of the Act.

1.1.15 ‘Network Access Agreement’ – an agreement for the purposes of paragraph 1(1) of Schedule 5 to the Act.

1.1.16 ‘Registrar’ – the Chief Land Registrar of HM Land Registry or any other member of HM Land Registry who is authorised for the purpose by the Chief Land Registrar.

1.1.17 ‘Rules’ – any subordinate legislation made under the Act.

1.1.18 ‘Parties’ – you and the Registrar.

1.1.19 ‘Security’ – HM Land Registry’s security requirements.

1.1.20 ‘SSL Certificate’ – Secure Sockets Layer Authentication Certificate.

1.1.21 ‘Services’ –

1.1.21.1 those services available to you and your customers through the connection in accordance with:

(a) the provision of the Act and Rules;

(b) any other services made available under section 105 of the Act,

(c) the Land Charges Act 1972 and the Land Charges Rules 1974 and any provision which may directly or indirectly replace them, with or without amendment, and

1.1.21.2 any other services which the Registrar may from time to time provide to you from the connection under the Act, Rules or the Land Charges Act and Rules made under that Act.

1.1.22 ‘System’ – the Registrar’s computer system which is used to access the services.

1.1.23 ‘Technical contact’ – the person you have nominated to be your technical contact who will be the sole point of communication for the Registrar for security purposes for the connection.

1.1.24 ‘Website’ – GOV.UK.

1.1.25 ‘Working day’ - any Monday to Friday which is not Christmas Day, Good Friday or a day specified as or proclaimed to be a bank holiday in England and Wales in or under section 1 of the Banking and Financial Dealings Act 1971.

1.1.26 ‘You, your’ – the company, firm, partnership or sole trader who has entered into this agreement to connect to Business Gateway in order to provide Cloud Services to its customers.

1.2 References to specific enactments or rules include reference to those enactments or rules as amended, re-enacted or replaced from time to time.

2. Connection

2.1 The Registrar will provide the connection to Business Gateway to you provided you have complied with its requirements, leading to the issue of an SSL Certificate, and continue to comply with these terms and conditions.

2.2 You shall ensure that you have the equipment and or software to make the connection. For the avoidance of doubt, the Registrar shall not have obligations or liability in respect of any defect or failure of your equipment and or software on connection.

2.3 Connection to Business Gateway shall be effected via the internet or such other electronic means of connection as may be reasonably required by the Registrar from time to time.

2.4 You shall ensure that the equipment and or software are used in such a manner as will not adversely affect or corrupt the connection or the system.

2.5 You shall not:

2.5.1 use the connection or permit it to be used in any way that causes the connection or the system to be interrupted, damaged or impaired in any way.

2.5.2 use, permit the use of, or attempt to use any automated programme (including, without limitation, any spider or other web crawler) through the connection to access the system, or to search, copy, monitor, display or obtain links to any part of the system provided through it, other than for obtaining individual services in connection with transactions.

2.5.3 use the connection or permit it to be used for any fraudulent or other unlawful purposes.

2.5.4 use the connection or permit it to be used by any customer who does not have an HM Land Registry authorised UserID and who has not applied to HM Land Registry for access to its services.

2.6 You will retain and provide to HM Land Registry upon request full and accurate records relating to services requested through the connection for a period of at least 6 years. You shall permit the Registrar access to the records for the purpose of investigating individual service requests.

2.7 You will supply on demand any records of transactions submitted to HM Land Registry that may be required by HM Land Registry for security or fraud investigation purposes.

3. Security

3.1 The SSL Certificate shall be considered a security measure. You will ensure it is handled so that no unauthorised connection to Business Gateway is permitted.

3.2 For the purposes of security, HM Land Registry will only communicate with the person you have identified as your technical contact in your application form for connection to Business Gateway as a Cloud Service Provider. Any request to change your technical contact must be made to the Registrar in writing to HM Land Registry’s point of contact as specified on your application form for Business Gateway.

3.3 Your technical contact’s main responsibilities will be to ensure

3.3.1 that appropriate procedures exist to prevent unauthorised access to the connection and to ensure the confidentiality of any material regarding it;

3.3.2 compliance with policy and procedures governing the connection;

3.3.3 record and report security incidents to HM Land Registry and where appropriate investigate these incidents and coordinate recovery;

3.3.4 provide emergency action in accordance with HM Land Registry instructions;

3.3.5 provide management of staff for duties involving the connection.

3.4 As and when you have customers who will be accessing or ceasing to access HM Land Registry services via the connection you will notify HM Land Registry of the customer’s name to maintain the customer list provided to HM Land Registry on your application for Business Gateway connection for Cloud Service Provider.

4. Connection Suspension

4.1 The connection may be suspended temporarily and without notice in the case of system failure, urgent maintenance or repair or for reasons reasonably beyond the Registrar’s control.

4.2 The connection may without notice be suspended temporarily upon the identification of any act of fraud or suspected fraud to enable a full fraud investigation to be carried out.

4.3 The connection may be suspended upon reasonable notice being given to facilitate any system changes that are required.

5. Exclusion and limitation of liability

5.1 Nothing in these terms and conditions shall exclude or limit liability of the Registrar or you for:

5.1.1 for death or personal injury caused by its negligence or the negligence of its employees or agents; or

5.1.2 for fraud or fraudulent misrepresentations;

5.2 Subject to condition 5.1 the Registrar will not be liable to you, your customer or any other person for:

5.2.1 any loss or damage, direct, indirect or consequential, arising from any temporary interruption or suspension of the connection;

5.2.2 any loss of actual or anticipated profits or savings, loss of business, loss of opportunity, loss or corruption of information, loss of contracts, or for any indirect or consequential loss, whether arising from negligence or breach of contract, or in any other way, even if they were notified of, or knew of the likelihood of, that loss or type of loss arising;

5.2.3 any corruption or damage to any third party’s equipment or software resulting from use of the connection;

5.2.4 non-figuration of the HM Land Registry information with any third party’s software.

6. Force majeure

6.1 Neither you nor the Registrar shall be liable to the other for any loss caused or incurred by reason of any force majeure event. Notwithstanding the foregoing, you and the Registrar shall use reasonable endeavours to continue to perform, or resume performance of, these terms and conditions for the duration of such force majeure event.

7. Disconnection

7.1 The Registrar may at any time require you to disconnect the equipment and or software or any part or parts of it from the connection if in the opinion of the Registrar, the equipment and or software is, or has been, the cause or contributory factor, or is likely to be the cause of failures, interruptions, errors or defects to the system.

7.2 The Registrar may disconnect your connection immediately in the following circumstances:

7.2.1 without notice, if a serious breach of security occurs. For this purpose a serious breach of security includes but is not limited to an act or failure to act which in the opinion of the Registrar damages or threatens the security or integrity of the connection.

7.2.2 without notice if following a fraud investigation it is identified that the connection has been used or permitted to be used fraudulently by you or for purposes enabling a fraud to be committed.

7.2.3 without notice, if your equipment and or software is or has been the cause of failures, interruptions, errors, or defects to the system.

7.2.4 where the Registrar is satisfied that urgent essential maintenance or repairs are necessary to the system.

8. Termination

8.1 Either party may end this agreement by giving not less than three (3) written months’ notice to the other.

8.2 The Registrar may end this agreement at any time by written notice to you:

8.2.1 if you are in default of your obligations under these terms and conditions and, following written request, the default is not remedied within 30 days

8.2.2 immediately if you are in material default of your obligations and that default cannot be remedied.

8.3 The Registrar may end this agreement immediately at any time by giving written notice to you if any of the following events occur:

8.3.1 the presentation of any petition or the making of an application for the bankruptcy or winding-up of you or for the appointment of a receiver or an administrator;

8.3.2 the taking of any step with a view to the voluntary winding up of you;

8.3.3 the appointment or purported appointment of a receiver, administrative receiver, administrator or similar person in respect of you;

8.3.4 the service or filing of any notice by any person of intention to appoint an administrative receiver or administrator in respect of you;

8.3.5 You becoming unable to pay your debts within the meaning of section 123 Insolvency Act 1986 (company insolvency) (but as if in subsections (1) (e) and (2) of that section the words “it is proved to the satisfaction of the court that” did not appear).

8.3.6 you being unable to pay your debts within the meaning of sections 222 and 223 Insolvency Act 1986 as modified by the Insolvent Partnerships Order 1994 (insolvent partnerships).

8.3.7 you appearing to be unable to pay or to have no reasonable prospect of being able to pay any debt as those expressions are defined in section 268 Insolvency Act 1986 (individual insolvency).

8.3.8 the proposal for a voluntary arrangement in respect of you under part I or part VIII of the Insolvency Act 1986.

8.3.9 the approval of a voluntary arrangement in respect of you under Part I or Part VIII of the Insolvency Act 1986.

8.3.10 in the case of a sole trader, the making of any application in respect of you for an interim order under section 253 Insolvency Act 1986.

8.3.11 the making of an application for a moratorium in respect of you under Part 1 and Schedule A1 of the Insolvency Act 1986.

8.3.12 your dissolution or the publication in the London Gazette of a notice of prospective striking off pursuant to section 652 Companies Act 1985 (or section 1000 Companies Act 2006) or the making of an application by you for your striking off pursuant to section 652A Companies Act 1985 (or section 1003 Companies Act 2006)

8.3.13 for the avoidance of doubt any of the events listed within this condition include any insolvency proceedings as defined in the Insolvent Partnerships Order 1994 or any order that amends or replaces it.

8.3.14 for the avoidance of doubt any event occurring in another jurisdiction which is similar to any of those mentioned here.

8.4 On the termination or ending of this agreement the Registrar shall disconnect the connection.

8.5 The termination or ending of this agreement shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to you or the Registrar.

9. Use of information

9.1 The Registrar may collect information about you:

9.1.1 to allow the Registrar to check your financial standing;

9.1.2 to enable the Registrar to ensure that you are using the connection in an appropriate manner and in compliance with these terms and conditions;

9.1.3 to be used for reporting and statistical purposes, and

9.1.4 for any other appropriate purpose or use including sharing information with other government departments and agencies or enforcement agencies.

9.1.5 For further details of the Registrar’s use of information, see our personal information charter.

10. Publicity

10.1 You may not issue press releases or publicity expressly, or by implication, referring to Business Gateway without the written consent of the Registrar (such consent not to be unreasonably withheld).

11. Dispute Resolution

11.1 Any disputes between you and the Registrar relating to these terms and conditions (including but not limited to either their interpretation or the performance of the services under them) will be initially dealt with by the respective operational points of contact elected by the Registrar and you.

11.2 In the case of any dispute remaining unresolved after discussions between and dealing by the respective points of contact for a period of five (5) working days it will be referred to the Director of Digital, Data and Technology at HM Land Registry who shall be supported as necessary by advisors, for consideration and discussion. Should the matter remain unresolved for a further period of ten (10) working days the matter will be referred to the General Counsel and Deputy Chief Land Registrar of HM Land Registry who shall have a further fifteen (15) working days to resolve the matter and if the matter is still unresolved then it may be referred to an expert to be agreed between the parties.

12. Data protection

12.1 You shall diligently observe your obligations under the Data Protection Act 1998.

12.2 You shall ensure that throughout the course of the connection all software (including machine images) data, text, audio, video, images and any customer systems and processes that interact with the connection will remain wholly within the European Economic Area at all times.

13. Governing law

13.1 These terms and conditions are made under the Laws of England and Wales and come under the exclusive jurisdiction of the courts of England and Wales.

14. Notices

14.1 Except as otherwise expressly provided within these terms and conditions, all notices to be given under these terms and conditions shall be in writing and shall either be delivered personally or sent by first class prepaid post or by facsimile transmission or electronic mail and shall be deemed duly served:

14.1.1 In the case of notice delivered personally at the time of delivery.

14.1.2 In the case of a notice sent by first class prepaid post 2 clear working days after the date of dispatch.

14.1.3 In the case of a facsimile transmission or electronic mail if sent during normal working hours then at the time of transmission and if sent outside normal working hours then on the next following working day.

14.2 Notices shall be sent to the addresses confirmed by the parties when entering into these terms and conditions. Either party may change its address for service by serving a notice in accordance with this condition.

15. Waiver

15.1 No failure or delay by either party to exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same or of some other right, power or remedy under these terms and conditions.

15.2 Any waiver by either party of any breach of any of the obligations of the other party under these terms and conditions or otherwise shall not be a waiver of any continuing breach or of any other breach of any of those obligations.

15.3 A waiver of any right arising from a breach of these terms and conditions shall not constitute a waiver of any right or remedy arising from any other breach of these terms and conditions.

16. General

16.1 The headings in these terms and conditions are for ease of reference only, and do not affect the interpretation or construction of these terms and conditions.

16.2 If any term or provision in these terms and conditions shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision to the extent required to be severed from and deemed not to form part of these terms and conditions and the enforceability of the remainder of these terms and conditions shall not be affected.

16.3 The minimum period the connection will be available will be the operating hours published by the Registrar, from time to time, for Business Gateway.

16.4 For the avoidance of doubt these Business Gateway connection terms and conditions relate only to the connection provided to you to provide Cloud Services and not the services obtained through the connection.