LifeCycle Contract Terms & Conditions

“Data” means information that:

(a) is being processed by means of equipment operating automatically in response to instructions given for that purpose;

(b) is recorded with the intention that it should be processed by means of such equipment;

(c) is recorded as part of a filing system or with the intention that it should form part of a filing system; or

(d) is recorded information held by a scheduled public authority and does not fall within any of sub-paragraphs (a) to (c),

and contractual rights to any information asset, data, dataset or database right (to the extent permissible) pursuant to a data sharing agreement, instrument of contribution and assignment of data rights, assignment of database rights (or similar) held by the Trustee subject to the terms of the Trust Instrument;

“Database” means a collection of data or other materials which:

(a) are arranged in a systematic or methodical way; and

(b) are individually accessible by electronic or other means created, maintained and controlled by or on behalf of the Trustee including in relation to the Data.

“Data Request” has the form set out in Schedule 1 as may be amended by the Trustee from time to time.

“Data Description” a description of the Data published by the Trustee on the website of the Trust from time to time that may be made available to Data Requestors in accordance with the terms of this License.

“Data Insights” means metadata, derived data, new datasets, database rights (to the extent permissible) or information that have been created using the Data as its source such data insights encapsulate a significant proportion of the original, or source, Data.

“Data Protection Law” the Data Protection (Jersey) Law 2018 as may be amended from time to time.

“Data Requestors” a corporate entity (charitable, non-charitable, governmental, commercial or otherwise) who requests Data Insights from time to time.

“Effective Date” the date that the Trustee makes the LifeCycle Data or Database (as appropriate) available to the User.

“Eligibility Criteria” the criteria stipulated by the Trustee for the eligibility of the Data Requestors, as set out in the template Data Request from time to time.

“General Purpose” the general, overriding purpose of the Trust is to establish and operate a Jersey law governed data trust and participate in a regulatory sandbox to inform (including for legal, regulatory, tax and data protection purposes) whether data trusts (as formal legal trust structures) are a viable mechanism through which to govern, steward, create and share insights from data, in this case Data relating to cycling and active travel activities in Jersey, and supporting policy development around cycling and active travel infrastructure. The General Purpose is supplemented by additional Trust Purposes set out in Schedule 1 of the Trust Instrument.

“License” means the general terms and conditions of the non-exclusive License relating to the access to and use of the LifeCycle Data as set out herein as may be supplemented and amended from time to time including in relation to a specific User or Users, by way of a User License Addendum.

“LifeCycle Data” means all Data of any kind contained in or made available by the Trustee to a Data User in whatever form.

“Purpose” or “Purposes” the Purpose or Purposes for using and accessing the LifeCycle Data that the User has expressly specified in the Data Request, and which have been approved by the Trustee. Such Purposes to align with the Trust Purposes and which purposes shall exclude Unauthorised Purposes.

“Trustee” means LifeCycle (Trustee) Limited, or such trustee or trustees as may be appointed as trustee of the Trust from time to time.

“Trust” means the LifeCycle Data Trust.

“Trust Fund” includes:

(a) all Data, Data Insights, rights to Data and property paid, transferred to or otherwise placed under the control of and accepted by the Trustee as additions to the Trust Fund (to the extent permissible under applicable law);

(b) all income which shall be accumulated by the Trustee and added to the capital of the Trust Fund;

and

(c) all property from time to time representing the above;

“Trust Instrument” means the instrument establishing the LifeCycle Data Trust dated 3 February 2023 and entered into between (1) Digital Jersey Limited (as Original Settlor); (2) Lifecycle (Trustee) Limited (as Original Trustee) (3) JTC Trustees Limited (as Original Enforcer).

“Trust Purposes” as set out in the Trust Instrument.

“Unauthorised Purpose” any purpose which is not a Purpose including any use which breaches or is inconsistent with the Trust Purposes or that the Trustee determines at any time is unauthorised.

“User” means a Data Requestor being a corporate entity (charitable, non-charitable, governmental, commercial or otherwise) who has made a successful Data Request and has been vetted and approved by the Trustee to receive a License to use (or similar) Data Insights.

“User License Addendum” a specific amendment to the terms of the general License applicable to a specific User or Users from time to time (as set out in the User License Addendum) and relating to their use of the LifeCycle Data. Such User License Addendum to be read alongside the General License.
‍
Interpretations

(a) Words in the singular include the plural and vice versa.

(b) References to one gender include all genders.

(c) If a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(d) A reference to a law (or any provision of it) is a reference to it as amended or re-enacted

and includes any subordinate legislation made under it.

(e) A reference to include, includes or including does not limit what else might be included.

(f) Unless other words and expressions are specifically defined in this License, they shall have

the meaning given to them by the Interpretation (Jersey) Law 1954 (as amended).

(g) Where the terms of the Licence and any User License Addendum conflict, the terms of the User License Addendum shall prevail.

‍

‍

2.1 The Trustee has accepted the Data Request made by the User based on the information and representations made therein.

2.2 Subject to the terms of this License, the Trustee (as licensor) hereby grants to the User (as licensee) a 3 month revocable, non-exclusive, non-transferable, License to use the LifeCycle Data and or Database (as appropriate) for the Purpose and in the manner outlined in the Data Request. The User agrees to read all terms of this License prior to accessing and using the LifeCycle Data and or Database (as appropriate).

Subject to the terms of this License:

2.3 Nothing in this License will obligate either Party to enter into a further agreement or other business engagement with the other Party.

2.4 The Trustee retains all rights, title, and interest in all Data relating to the Trust, including but not limited to the LifeCycle Data and has the sole right to license the use of the LifeCycle Data and or Database (as appropriate) to others.

2.5 The Use of the LifeCycle Data and or Database (as appropriate) by the User expressly made available under this License indicates the User’s acceptance of the terms and conditions of the License.

2.6 Subject to Clause 2.7 and 2.8, the User is free to analyse, copy, distribute and transmit the LifeCycle Data and or Database internally within the User’s organisation, but strictly on the understanding that the User shall not externally copy, distribute or transmit, publish, sell or license the LifeCycle Data and or Database. The User is not permitted to publish all or any part of the LifeCycle Data and or Database nor any Information that results from combining the LifeCycle Data and or Database with other data without: (i) the express, prior written consent of the Trustee; and (ii) complying with any terms or conditions of such prior written consent.

2.7 In the event that the Trustee gives its express, prior written consent to the publication of all or part of the LifeCycle Data and or Database, the User shall:

(a) provide an attribution and data limitation statement as follows:

“Data was collected from safety lights used during a 12-month pilot by around 500 cyclists in the island of Jersey and related surveys. Limitations in the data should be noted: i. The cyclist cohort were not fully representative of the cycling or island community. ii. Not all journeys were recorded. Data should be used and relied upon strictly in accordance with the License granted to the [user] by LifeCycle (Trustee) Limited as trustee of LifeCycle Data Trust (the Trustee).

All copyright and database rights relating to this data and information belong to Trustee, this data and information must not be further reproduced except in accordance with the License; or

(b) the User may include a URL or hyperlink to a resource that contains the required attribution statements.

Failure to comply with the rights granted to you under this License, or any similar License granted by the Trustee will end automatically.

2.8 This License does not grant the User the right to receive or to use any personal data contained within the LifeCycle Data and or Database nor to attempt to reverse engineer personal data from the LifeCycle Data or Database so accessed, used or received.

2.9 Notwithstanding that the LifeCycle Data and or Database (as appropriate) shall be anonymized, deidentified, and/or aggregated, given the nature and size of the island of Jersey there is a residual risk that the LifeCycle Data and or Database (as appropriate), when used in certain instances by the User, may make it possible to reverse engineer personal data. In the event that the User identifies that its use of the LifeCycle Data and or Database (as appropriate) shall result in the LifeCycle Data and or Database (as appropriate) directly or indirectly becoming Personally Identifying by any person, the User shall immediately inform the Trustee and cease to use the LifeCycle Data and or Database (as appropriate) and await the Trustee’s further instruction as to how proceed.

‍

3.1 Access to and use of the LifeCycle Data and or Database (as appropriate) is subject to you continuing to comply with the terms of this License. Your continued access to and use of the LifeCycle Data and or Database (as appropriate) confirms your unconditional agreement to be bound by this License. If you do not accept the terms and conditions of this License, you must not access or use the LifeCycle Data and or Database (as appropriate).

3.2 Users can only access and use the LifeCycle Data and or Database (as appropriate) for the Purpose specified and, in the manner specified, in the relevant Data Request.

3.3 Access to and use of the LifeCycle Data and or Database (as appropriate) is subject to compliance with the terms and conditions set out in paragraphs 3 and 4 and in force from time to time.

‍

4.1 A User must be a corporate entity acting by up to three Nominated Persons.

4.2 A User is responsible for all use of any LifeCycle Data and or Database (as appropriate), including by a Nominated Person including any agent, employee, consultant or delegate and any unauthorised use.

4.3 The User must ensure that:

(a) that any Nominated Person using or accessing the LifeCycle Data and or Database (as appropriate) is aware of, and complies with, the terms and conditions of this License;

(b) no one can access or use the LifeCycle Data and or Database (as appropriate) other than a Nominated Person;

(c) the Trustee is informed when a Nominated Person is no longer connected to your User by sending an updated list of Nominated Persons to the Trustee. The Trustee has the right to request and receive a list of Nominated Persons at any time on request; and

(d) Nominated Persons are bound by confidentiality agreements in their terms of employment or engagement for services.

‍

5.1 A Nominated Person must be at least 18 years of age to be appointed a Nominated Person by the User. The User shall maintain a list of all Nominated Persons which shall be disclosed to the Trustee upon request from time to time. There shall be no more than three Nominated Persons at any one time.

5.2 The User must:

(a) provide the equipment, software and connectivity necessary to access and use the LifeCycle Data and or Database (as appropriate);

(b) ensure that its system is properly configured and meets all relevant technical and other standards, requirements and guidelines specified by the Trustee;

(c) agree with the Trustee to be bound by and to observe and for its Nominated Persons, agents, employees, consultants and delegates to be bound by and to observe, the terms and conditions of this License;

(d) only use the LifeCycle Data and or Database (as appropriate) for the Purpose(s) and on the manner for which it is intended and approved by the Trustee in the relevant Data Request;

(e) comply with all security procedures and other policies and terms of use specified by the Trustee from time to time;

(f) take all reasonable action to protect and maintain the security of, access to and use of the LifeCycle Data and or Database (as appropriate) including, as regards: choice of passwords, changing passwords and security measures for all email addresses, passwords, access codes, API keys, secret keys and other information relating to access, authentication or security of the LifeCycle Data and or Database (as appropriate);

(g) take all reasonable action to prevent and detect unauthorised use of the LifeCycle Data and or Database (as appropriate);

(h) take all reasonable action to ensure that your access to and use of the LifeCycle Data and or Database (as appropriate) (including any data registered in the Database) will not disrupt or adversely affect the operation or integrity of the Trust;

(i) unless the LifeCycle Data and or Database (as appropriate) is solely comprised of publicly available information, the User will treat both the LifeCycle Data and Database as either “sensitive” or “restricted” information as set out in any Cyber

Policies or instructions provided to the User from time to time, such classification dependent upon the content of the Materials. The User will use appropriate physical, technological, and procedural safeguards to maintain the security of the LifeCycle Data and or Database as set out below;

(j) notify the Trustee within 72 hours of discovering any suspected actual or unauthorized use or disclosure of the LifeCycle Data and or Database (as appropriate), and will cooperate with Trustee to prevent any further unauthorized uses or disclosures and reasonably mitigate any harms related to the unauthorized use or disclosure;

(k) in the event that the User is provided with LifeCycle Data and or access to the Database in the format of a secure file transfer protocol in a manner consistent with the standards and requirements of the Trustee, the User shall cause the LifeCycle Data and or Database (as appropriate) to be destroyed by all Nominated Persons no more than 30 business days after this License terminates. The User will inform the Trustee, in writing and less than 60 days after this License terminates, when the LifeCycle Data and or Database (as appropriate) has been destroyed. If it is impractical or unlawful to destroy the LifeCycle Data and or Database (as appropriate), the User will explain in writing why such destruction is impractical or unlawful and will immediately direct all Nominate Persons to discontinue accessing the LifeCycle Data and or Database (as appropriate);

(l) not attack the LifeCycle Data and or Database (as appropriate) by means of a denial- of-service attack or a distributed denial-of-service attack;

(m) immediately notify the Trustee at info@lifecycle.je if:

         (i) it or any of its Nominated Persons knows or suspects that access, authentication or security information has been compromised or any other kind of unauthorised use or security breach has occurred; or

      (ii) it or any of its Nominated Persons detect a fault, error or problem in or with the LifeCycle Data and or Database (as appropriate); and

(l) agree to, accept and acknowledge the publication by the Trustee of certain extracts of the Data Request (excluding any personal data). For example, high level extracts of the Data Request may be included in reports published by the Trustee in relation to the pilot and its operation, such as the User’s name and area of business activities, commitment to cycling and intended use and purpose of the LifeCycle Data.

5.3 The User shall procure that each Nominated Person must:

(a) observe the terms and conditions of this License;

(b) only access and use the LifeCycle Data and or Database (as appropriate) exclusively for the Purposes which shall be directly relevant to the Purposes and in the manner outlined to the Trustee in the Data Request (or if your use is in the capacity of Nominated Person of a User, exclusively for the purposes of that User);

(c) not collect, store or use LifeCycle Data and or Database (as appropriate) for any purpose associated with the provision, or potential provision of, an information service to any person; and

(d) not use or permit the use of the LifeCycle Data and or Database (as appropriate) for an Unauthorised Purpose.

5.4 The Trustee may deny access to the LifeCycle Data and or Database (as appropriate) or suspend its operation in whole or in part to any User or generally, at any time in its sole discretion. In particular, Users who dilute the Trustee’s service capacity to other Users by generating unusually high numbers of Data Requests, whether generated manually or automatically, may be denied access to the LifeCycle Data and or Database (as appropriate) temporarily or permanently.

5.5 The User agrees to pay all applicable fees payable for accessing and using the LifeCycle Data and or Database (as appropriate) in advance in accordance with the fees stated by the Trustee (if any) from time to time.

5.6 Users are permitted use of and or access to the LifeCycle Data and or Database under this License at the Trustee’s sole discretion. The Trustee reserves the right to revoke this License at any time without notice and without providing a reason to the User.

11.1 The LifeCycle Data and access to the Database (as appropriate) is licensed 'as is' and the Trustee excludes all representations, warranties, conditions, obligations and liabilities (expressed implied, statutory or otherwise) in relation to the LifeCycle Data and Database and its quality or fitness for purpose, to the maximum extent permitted by law.

11.2 The User is responsible for determining that the Data Request sets out the Data that the User requires. The Trustee makes no representation that the LifeCycle Data and or Database (as appropriate) provided to the User shall meet or be fit for a given purpose including that stated on the Data Request. The Trustee is under no duty to investigate the completeness, accuracy or sufficiency of any LifeCycle Data and or the Database for any purpose set out in the Data Request.

11.3 The Trustee is not liable for any errors or omissions in the LifeCycle Data and or Database (as appropriate) and shall not be liable for any loss, injury or damage of any kind caused by its use. The Trustee does not guarantee the continued supply of the LifeCycle Data and or Database (as appropriate).

11.4 The User acknowledges and agrees that LifeCycle Data and its access to and use of the Database (if any) is on the basis of the:

      (a) LifeCycle Data is collected from Cyclists who are third parties (and accepted by the Trustee into the Trust in good faith), which may be inaccurate or incomplete; and

      (b) actual availability of the LifeCycle Data and or Database (as appropriate), which may not be continuous, uninterrupted and/or error free.

12. INDEMNITY

As a User, you on behalf of the User and each Nominated Person agree to defend, indemnify and hold harmless the Trustee against all and any loss, damage, cost, expense, claim (even if the allegations of the claim are without merit), proceeding, judgement for damages or liability of any kind that the Trustee its agents and/or any third-party service provider may suffer or incur arising out of or in connection with:

       (a) the User’s use (including unauthorised use except use that you could not have reasonably prevented) of or access to LifeCycle Data and or the Database (as appropriate);

     (b) any negligent act of commission or omission, any intentional tortious act and or failure by the User including its Nominated Persons to comply with the Law or any of the requirements under this License and any matters related thereto;

     (c) the User’s obligations under this License and any matters related thereto;

     (d) the lawful exercise of the Trustee’s rights under this License.

13. DISCLAIMER AND LIABILITY

13.1 The Trustee makes the LifeCycle Data and or Database (as appropriate) available without any guarantee, representation or warranty, express or implied, of any kind and the Trustee has no liability to you in contract or tort in respect of any loss or damage (including, without limitation, indirect, incidental, or consequential loss and including special, exemplary, punitive, or consequential damages, damages for loss of goodwill or profits) that the User might suffer however arising that is directly or indirectly related to or resulting from:

     (a) LifeCycle Data and or Database (as appropriate); or

     (b) the loss or destruction or accuracy or completeness of any LifeCycle Data and or the Database (as appropriate); or

      (c) anything done (or omitted to be done) by the Trustee in the discharge of his duties or anything connected with or relating to his duties; or

      (d) the performance of the Trustee’s obligations under this License, whether liability is under contract, tort, strict liability, or other legal or equitable theory, even if such party had been previously advised of the possibility of such damages.

13.2 The User agrees that if you access or use the LifeCycle Data and or Database (as appropriate):

    (a) for an unlawful purpose or an Unauthorised Purpose; or

    (b) in a manner that:

         (i) breaches or infringes the rights of any third party;

         (ii) breaches or infringes the Data Protection Law; or

         (iii) results in the Trustee incurring any liability to any third party,

the User will be liable to indemnify and to hold the Trustee harmless for any loss suffered by the Trustee or any liability incurred by the Trustee caused or resulting directly or indirectly by or in connection with any of the matters referred to in paragraphs (a) and (b), including any such losses or liabilities that are suffered or incurred as a result of, or in connection with, third party claims made against the Trustee in respect of such matters.

13.3 The User agrees that there is nothing in this License that excludes or limits the User’s liability for an infringement or breach of the intellectual property rights of the Trustee.

14. TRUSTEE LIMITED RECOURSE

The User acknowledges, confirms and agrees that notwithstanding anything express or implied in this License to the contrary, the maximum liability of Lifecycle Trustee Limited or any successor trustee or trustees of the Trust (a Trustee) under this License (including any liability for interest, costs, expenses or any other amounts recoverable under this License) will not exceed the realisable value of the property held in the Trust from time to time and which is in such Trustee’s possession or under its control as trustee of the Trust.

15. AMENDMENTS

15.1 The Trustee may amend this License from time to time and at any time at is sole discretion.

15.2 The User’s continued access to or use of the LifeCycle Data and or Database (as appropriate) will be considered acceptance by you of such amended License.

16. TERM AND TERMINATION

16.1 This License commences on the Effective Date and terminates 3 months from the Effective Date, unless terminated earlier. The Parties may extend this License for an additional term by written agreement.

16.2 Either Party may terminate this License by notifying the other Party in writing, and termination will be effective 30 days after the notice. A Party may immediately terminate this License for cause.

16.3 Clauses 5.2(j), 5.2(k), 9, 12, 13 and 14 survive termination.

17. DATA PROTECTION

17.1 Article 8(1)(a) of the Data Protection Law provides, among other things, that personal data must be processed lawfully and, for this to be the case, one of the conditions for processing personal data set out in the Data Protection Law must be met. The LifeCycle privacy notice sets out the conditions for the Trustee processing personal data. The Trustee shall comply with its obligations under the privacy notice which is available at https://www.lifecycle.je/privacy-notice.

17.2 The User shall comply with all relevant laws and regulations relating to the processing of personal data and privacy including but not limited the Data Protection Law and any successor legislation.

17.3 No User nor any Nominated Person shall have access to any personal data unless it is in the exception and very rare circumstance that the data subject has consented to the processing of their data for one or more specific purposes. Under Article 11(3)(e) of the Data Protection Law, a data subject must be informed of the right to withdraw consent at any time. Accordingly, reliance should not be placed exclusively on this condition for processing.

18. NOTICE

The Trustee may advise or notify you of any matter by any means (including by notice by email to the email address that you have provided to the Trustee in the Data Request).

19. LANGUAGE

Any communication, notice or document with or given to the Trustee must be in English.

20. MONEY DAMAGES INSUFFICIENT

Money damages may not be sufficient compensation for any breach of this License. The Trustee may seek court orders as necessary to address any breach of this License.

21. PARTIAL INVALIDITY

If any provision of this License is unlawful, invalid or unenforceable, this will not affect the legality, validity or enforceability of any other provision of this License.

22. ENTIRE AGREEMENT

This License and the Addendum (if any) constitute the entire agreement between you and the Trustee and supersedes all other representations, warranties, agreements, arrangements and understandings between you and the Trustee (whether oral, electronic or written).

‍

23. ASSIGNMENT

The User may not assign, transfer or sub-License any rights or obligations under this License to any other person.

24. AGENCY/PARTNERSHIP

For purposes of this License, the Trustee shall be deemed to be acting as an independent entity, and not as an agent, partner, or otherwise as a participant in a joint or common undertaking with the User.

25. WAIVER

The Trustee’s delay or failure to exercise a right or remedy is not a waiver of that, or any other, right or remedy.

26. NO THIRD-PARTY RIGHTS

A person who is not a party to this License shall have no right as a third party to enforce or enjoy the benefit of any term of this License.

‍

27.1 This License is governed by, and is to be construed in accordance with, Jersey law.

27.2 The User agrees to submit to the exclusive jurisdiction of the Jersey courts.

If you would like to request data from the LifeCycle Trustee, please complete this form: https://wkf.ms/44MZqvo

If you have any questions about this agreement or the process, please contact info@lifecycle.je.