Map Impact Ltd – Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, the following terms have the following meanings:

• Business Day means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
• Charges means the charges payable by the Customer for the supply of Services in accordance with clause 5.
• Conditions means the terms and conditions set out here, as amended from time to time in accordance with clause 2.4.
• Content means any data, including datasets, geospatial and other images (still and moving), computing and information services and software, and all other content and documentation or support materials and updates included in and/or supplied by Map Impact (including through the Websites and as part of the Services) and shall include both material developed by or on behalf of Map Impact andor any Third Party Supplier.
• Contract means the contract between Map Impact and the Customer for the supply of Services in accordance with these Conditions.
• Customer means the person or firm who purchases Services from Map Impact.
• Data Protection Legislation includes all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended. Personal Data, Data Subject, Controller, Process and Processor shall have the meanings given under such Data Protection Legislation.
• End User has the meaning given in clause 3.7.
• Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
• Map Impact means Map Impact Ltd (registered no. 14656314) whose registered office is at 53 Ashgrove Road, Ashley Down, Bristol BS7 9LF.
• Order means the Customer’s request for Services to be provided by Map Impact to the Customer, which may be placed via the Website, an integrated or non-integrated digital feed between the Customer and Map Impact, email or by telephone.
• Services means the provision of any service by Map Impact pursuant to these Conditions including, without limitation, the use of the Website (whether or not a paid service is purchased) and/or the delivery of any Content by Map Impact.
• Third Party Supplier includes a third party whose data, imagery, information, classification methodology, software or other material are supplied as part of the Services.
• Third Party Supplier Terms means any Third Party Supplier’s terms and conditions that are set out in full or referred to on the Website (together with any further third party terms and conditions that are provided to Customer in writing from time to time) that relate to the data, products and/or services of Third Party Suppliers comprised in the Services (as the same may be amended by Map Impact or Suppliers from time to time and notified to the Customer on the Website and/or provided to the Customer in writing).
• Website means https://www.mapimpact.io/ and any additional or replacement websites of Map Impact from which the Customer can submit an Order for the Services.
• 1.2 A reference to a statute or statutory provision is a reference to it as amended or re- enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
• 1.3 Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• 1.4 A reference to writing or written includes email.

2. BASIS OF CONTRACT

• 2.1 These Conditions (including, where applicable, the Third Party Supplier Terms) govern the relationship between the Customer and Map Impact and the Customer and a Third Party Supplier where the Customer obtains Services from Map Impact.
• 2.2 The Customer’s Order constitutes an offer by the Customer to purchase the Services in accordance with and on the terms of these Conditions. The Customer’s Order shall only be deemed to be accepted when Map Impact issues a written acceptance of the Order, at which point the Contract shall come into existence.
• 2.3 The Customer may be required to register its details and/or open an account to access or Order certain Services. Registration by the Customer and the Customer’s use of such Services shall be deemed acceptance of these Conditions in relation to the use of such account(s). The Customer shall ensure that all information provided when registering is up to date, true, accurate and complete. Map Impact reserves the right to suspend or terminate the Customer’s access to the Websites or block the Customer’s ability to place Orders in the event of any breach of this clause 2.3. Each registration is for a single user only. Map Impact shall not permit the Customer to share its username and password with any other person nor with multiple users on a network. It is the Customer’s responsibility to maintain the confidentiality of its password and the Customer shall be held responsible for all activity that occurs under its username and password. Map Impact will not be liable where the Customer’s password is used by someone else. The Customer must notify Map Impact immediately of any unauthorised use of its password and any breach of security as soon as it becomes aware of it.
• 2.4 Map Impact may modify these Conditions and may discontinue or revise any or all other aspects of the Services at its sole discretion with immediate effect and without prior notice, including without limitation changing the Services available at any given time. Map Impact will publish any amendment or variation to these Conditions on its Websites. Continued Orders of the Services or continued use of the Websites by the Customer shall be deemed an acceptance by the Customer to be bound by any such amendments to the Conditions.
• 2.5 These Conditions together with the Third Party Supplier Terms, the Order and Map Impact’s privacy policy (which is available on the Websites) constitute (in the absence of any other written agreement between the Customer and Map Impact) the entire agreement between the parties relating to the supply of Services to the Customer by Map Impact. The Customer acknowledges that they have not relied on any statement, promise or representation made or given by or on behalf of Map Impact which is not set out in these Conditions, the Third Party Supplier Terms, the Order or Map Impact’s privacy policy. Nothing in this clause 2.5 shall limit or exclude any liability for fraud.
• 2.6 In the absence of any signed agreement between the Customer and Map Impact to the contrary, these Conditions, including any Third Party Supplier Terms, shall prevail at all times to the exclusion of all other terms and conditions and neither the course of conduct between parties nor trade practice shall act to modify these Conditions.

3. SERVICES AND LICENSED USE

• 3.1 The Services shall be provided in accordance with any specification provided on the Websites and/or in accordance with the Order.
• 3.2 Map Impact shall use all reasonable endeavours to meet any performance dates specified on the Websites (including the Order pages), Map Impact’s written acceptance of the Order or within any other written communication issued by Map Impact to the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
• 3.3 Map Impact reserves the right to amend the Services (including any specification provided) where necessary to comply with any applicable law or regulatory requirement, or if the amendment is required to comply with any changes to the Third Party Supplier Terms or will not materially affect the nature or quality of the Services. Any amendments undertaken in accordance with this clause shall be notified to the Customer in accordance with clause 2.4.
• 3.4 Map Impact hereby grants the Customer a non-exclusive, perpetual, revocable, non- transferable licence (without rights to sub-license to any third party other than End Users) to use the Content and the Services in accordance with these Conditions solely for the internal business use of the Customer (the Permitted Use).
• 3.5 The Services and Content are provided subject to the provisions of the Third Party Supplier Terms in respect of certain third party Content. In the event of any ambiguity or inconsistency as between these Conditions and the Third Party Supplier Terms, the Third Party Supplier Terms shall prevail.
• 3.6 Subject to clause 3.8, the Customer acknowledges and agrees that the Services and the Content contain information that is current as at the date of issue. Neither the Customer, nor any client or any other person may rely on the Services or the Content as a statement of any future state of affairs unless otherwise explicitly stated in the Order or the Content.
• 3.7 Subject to clause 3.8, the Customer shall be permitted to:
  • 3.7.1 make and store electronic or hard copies of the Content for its Permitted Use;
  • 3.7.2 interrogate the Content for its Permitted Use;
  • 3.7.3 use the Content to verify, challenge and/or data layer other data in the Customer’s possession or control;
  • 3.7.4 incorporate the Content into written advice prepared by the Customer in the normal course of its business; and
  • 3.7.5 disclose the Content (on an ‘as is’ basis and/or as used by the Customer in accordance with clause 3.7.3 and/or 3.7.4) in the normal course of the Customer’s business to:
    • 3.7.5 a – any client or customer of the Customer in respect of whom or for whom the Order was made;
    • 3.7.5 b – any person to which the Content relates or to any person (or persons) who is/are acquiring (or is/are considering acquiring) an interest in or charge over the land to which the Content relates; or
    • 3.7.5 c – any person who acts in a professional or advisory capacity to any person identified in clause 3.7.5.a and 3.7.5.b;
    • 3.7.5 d – any person or persons whom fall into any of the above categories, shall be an End User of the Content.
• 3.8 The Customer acknowledges and agrees that:
  • 3.8.1 the Services are not business critical and that they are provided as an initial indication of the biodiversity value of an area of land only, which the Customer and/or an End User will expand upon; and
  • 3.8.2 notwithstanding clause 3.7.5, the Content is provided to an End User on an “as is” basis only. Map Impact accept no responsibility and shall not be liable to the Customer or any End User for any loss or claims arising out of or in connection with any reliance placed by the End User on the Services. The Customer agrees to fully indemnify Map Impact against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Map Impact arising out of or in connection with any claim brought by an End User against Map Impact arising from their reliance on or use of the Services and/or Content.
• 3.9 Without prejudice to clause 3.7 (which shall take priority), the Customer shall not change or manipulate the Content or use it for any purpose other than the Permitted Use. The Customer shall not distribute the Content to anyone other than an End User or make ongoing/multiple uses of the Content to populate other unrelated Orders or otherwise. A breach of this clause 3.9 shall be deemed material and irremediable and Map Impact will have the right to immediately terminate this Contract pursuant to clause 9.1.1 in the event of any such breach.

4. CUSTOMER OBLIGATIONS

• 4.1 The Customer shall take all reasonable steps to check that the details that it provides in relation to an Order are complete and accurate. Neither Map Impact nor any Third Party Suppliers shall have any liability for errors or omissions in information provided by or on behalf of the Customer.
• 4.2 Unless expressly agreed otherwise, the Customer shall not hold itself out as the agent of Map Impact or of any Third Party Suppliers.
• 4.3 The Customer shall ensure that acknowledgements of copyright and database right ownership are included in a conspicuous position in all copies of the Content. The Customer may not delete or tamper with any of Map Impact’s or the Third Party Suppliers’ intellectual property protection notices (including without limitation copyright notices or trade marks) on the Content.
• 4.4 The Customer shall not reverse engineer, separate or otherwise tamper with the Content so that Content can be extracted and used for any purpose outside the scope of the Contract.
• 4.5 The Customer agrees that the licensed use of Content pursuant to the Contract always excludes its use by any of the Customer’s subsidiaries, holding companies or subsidiaries of such holding companies (as such terms are defined in section 1159 of the Companies Act 2006). The Customer agrees, and shall procure, that any such entity shall issue a separate Order to Map Impact.
• 4.6 The Customer agrees that it will not use the Content and Services (including without limitation the Websites) in any way that may lead to the encouragement, procurement or carrying out of any criminal or unlawful activity, or do anything that may cause damage to the Websites, Map Impact’s servers, systems or equipment or those of third parties, or that may cause damage to the reputation of Map Impact, nor will the Customer access any third party users’ data or penetrate or circumvent any Website security measures or attempt to do any such acts.

5. CHARGES

• 5.1 The Charges for the Content will be the charges indicated to the Customer prior to it placing an Order.
• 5.2 Unless otherwise indicated, all Charges are exclusive of amounts in respect of value added tax (VAT) for which the Customer shall be additionally liable at the applicable rate from time to time.
• 5.3 Map Impact may invoice the Customer for the Services and the Content on or at any time after placing an Order.
• 5.4 Where the Customer has completed a direct debit mandate and consented to Map Impact collecting payment for Services and Content via direct debit, Map Impact shall collect payment to settle the invoice by direct debit from the account authorised by the Customer.
• 5.5 Unless the invoiced sums are discharged via direct debit or Map Impact agrees an alternative payment schedule with the Customer, the Customer shall pay each invoice:
  • 5.5.1 immediately when an Order is accepted by Map Impact in accordance with clause 2.2; and
  • 5.5.2 in full and in cleared funds to a bank account nominated in writing by Map Impact.
• 5.6 If the Customer fails to pay the Charges by the due date for payment, Map Impact shall be entitled, but not obliged to, charge the Customer interest on the overdue amount, payable by the Customer immediately on demand, accruing on a daily basis from the due date up to the date of actual payment, after as well as before judgment, at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from time to time.
• 5.7 Map Impact reserves the right to increase the Charges from time to time. The new Charges shall be indicated to the Customer in advance of placing an Order. Any changes to the Charges will apply to Orders placed after the change is applied and changes to the Charges shall not be applied retrospectively.
• 5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. DATA PROTECTION

• 6.1 Both parties will comply with all applicable Data Protection Legislation at all times. This clause 6 is in addition to, and does not relieve, remove or replace, a party’s obligations under any applicable Data Protection Legislation.
• 6.2 Each party acknowledges and agrees that they are both independent Controllers in relation to any Personal Data that each party respectively processes in connection with the performance of the Services and that each party shall comply with all Data Protection Legislation in respect of any such processing.
• 6.3 To the extent that it is necessary for one party to share Personal Data with the other in connection with the performance of its obligations under this Contract, the parties shall:
  • 6.3.1 ensure they have all necessary notices and consents or other lawful basis to enable the lawful transfer of Personal Data to the other party;
  • 6.3.2 ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
  • 6.3.3 report immediately a serious breach or loss of relevant data to the other party.
• 6.4 In the event that a Data Subject wishes to exercise its rights of access (or any other rights) under the Data Protection Legislation in respect of Personal Data, the parties agree to provide reasonable assistance as is necessary to enable them to comply with such rights of Data Subjects and to respond to any other queries or complaints from Data Subjects.
• 6.5 Map Impact does not anticipate processing any Personal Data on behalf of the Customer. If, during the term of the Contract, this expectation proves to be incorrect and Map Impact is required to process Personal Data on behalf of the Customer, the parties will enter into a data processing agreement that complies with all applicable Data Protection Legislation.

7. LIABILITY

• 7.1 Map Impact does not exclude or restrict its liability for personal injury or death caused by negligence or for fraud or any other liability the exclusion or restriction of which is expressly prohibited by law.
• 7.2 Map Impact shall use all reasonable skill and care in performing the Services and providing the Content to the Customer. However, the Customer acknowledges that the Content is derived from third party sources and that Map Impact does not warrant the accuracy or completeness of any information or Content provided to the Customer or an End User. The Content is derived specifically from the sources described on the Website and Map Impact does not claim that these sources represent an exhaustive or comprehensive list of all sources that might be consulted.
• 7.3 Should the Customer become aware of any defect in the Content it must notify Map Impact as soon as possible and in any event within seven days of becoming aware of the defect. If Map Impact is satisfied that there is a defect in the Content, it shall remedy that defect by updating the Content in accordance with its normal production methods, and shall notify any relevant Third Party Suppliers. Save for the Customer’s rights under clause 7.4, this will be the Customer’s sole remedy and Map Impact’s sole liability for such defects.
• 7.4 As much of the Content is provided to Map Impact by others, Map Impact cannot control its accuracy or completeness nor is it within the scope of the Services to check the accuracy or completeness of the information comprised in the Content. Accordingly, Map Impact shall only be liable to the Customer for loss or damage caused by its breach of clauses 7.2 or 7.3 or by its negligence or willful default and, save as set out in clause 7.1, Map Impact shall not in any other circumstances be liable for any inaccuracies, omissions or faults nor shall Map Impact have any liability if the Content is used otherwise that strictly in accordance with these Conditions and the licence set out in these Conditions.
• 7.5 Save as set out in clause 7.1, Map Impact shall not be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way in connection with the Contract for:
  • 7.5.1 any indirect or consequential losses;
  • 7.5.2 loss arising from or in connection with loss of revenues, profits, contracts or business, wasted expenditure (including management time) or failure to realise anticipated savings; or
  • 7.5.3 loss of goodwill or reputation.
• 7.6 Without prejudice and subject to the foregoing provisions, Map Impact’s total liability howsoever arising (including, without limitation, in contract, tort (including negligence) and for breach of statutory duty) out of or in connection with the Contract shall not exceed an aggregate amount of £10,000.
• 7.7 It is the Customer’s responsibility to ensure that the Content ordered is suitable for the intended purpose. The Customer shall not hold Map Impact responsible for its selection or retention of Content.
• 7.8 The Customer acknowledges and agrees that, save as otherwise stated in any Third Party Supplier Terms, neither the Customer nor any End User shall have any claim or recourse against any Third Party Supplier.
• 7.9 The Customer acknowledges and agrees that Map Impact does not warrant that the online supply of Websites, Content or Services or any internet ordering service will be: uninterrupted or error free or provide any particular facilities or functions; free from defects; free from software viruses; free of error from computer malfunction, inaccurate processing; free from corruption of data whilst geo-coding, processing by computer or electronic means or in the course of transmission; or similar, although Map Impact will use reasonable endeavours to correct any such issues within a reasonable period of them becoming known (which may be limited to notifying the relevant Third Party Supplier). Map Impact will not be liable to the Customer or to any other person in the event that all or any part of the Websites is discontinued, modified or changed in any way.
• 7.10 Unless expressly stated in these Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are excluded from these Conditions.

8. INTELLECTUAL PROPERTY RIGHTS

• 8.1 All Intellectual Property Rights to any Service, Content and the Websites are and shall continue to be owned by Map Impact or Map Impact’s licensors (including the Third Party Suppliers) and nothing in the Contract shall transfer, assign or grant any right to the Customer (save for the licence set out in clause 3.4). The Customer undertakes that it shall not at any time make any copy of any such material or otherwise deal with such material or disclose the same whether directly or indirectly to any third party except in accordance with these Conditions.
• 8.2 The Services, Content and the Websites include names, images and logos identifying Map Impact and names of its licensors and relevant Third Party Suppliers or its/their products and/or services. The Customer acknowledges and agrees that such are proprietary marks which may not be reproduced, used, altered or adulterated (so as to remove, reduce in size or obliterate such logos and names) without express permission.

9.TERMINATION

• 9.1 Map Impact may terminate the Contract (and the licence granted within it) at any time and with immediate effect by giving the Customer written notice:
  • 9.1.1 if the Customer is in breach of these Conditions and, if such breach is capable of remedy, the Customer fails to remedy the breach within 14 days of written notice from Map Impact specifying the breach and requiring it to be remedied;
  • 9.1.2 if the Customer has a receiver or administrative receiver or administrator appointed over it or any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or if a court of competent jurisdiction shall make an order to that effect or if the Customer becomes subject to an administration order or enter into a voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business or if the Customer is presented with a bankruptcy petition; or
  • 9.1.3 if Map Impact or a Third Party Supplier loses its right to licence the Content (or any part of it).
• 9.2 In the event of termination of the Contract:
  • 9.2.1 the Customer shall immediately cease to use the Content and/or the Services; and
  • 9.2.2 the parties shall have no further obligations or rights under the Contract, without prejudice to those which have accrued to either party prior to termination save that those clauses the survival of which is necessary for the interpretation or enforcement of this Contract or which by their nature can be reasonably interpreted as surviving termination of the Contract shall continue to have effect after termination.
• 9.3 For the avoidance of doubt, any Third Party Supplier shall be entitled to enforce any term of these Conditions at any time during the term or following termination as if it were a party to the Contract.

10. ASSIGNMENT AND SUB-CONTRACTING

• 10.1 The Customer shall not assign, transfer, sub-licence or otherwise deal with any of its rights and obligations under the Contract without the prior written consent of the Map Impact.
• 10.2 Map Impact may authorise or allow its subcontractors and other third parties to provide the Services (or any part of them) and to perform its obligations and exercise its rights under these Conditions without the prior consent or notification of the Customer.

11. FORCE MAJEURE

Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.

12. VARIATION

Except as set out in these Conditions including, without limitation, clause 2.4, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13. WAIVER

A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14. SEVERENCE

If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract. If any provision or part-provision of this Contract is deleted under this clause 14, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. NOTICES

• 15.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or sent by email to the address specified in Order (in the case of the Customer) or at info@mapimpact.io in respect of Map Impact.
• 15.2 Any notice or communication shall be deemed to have been received:
  • 15.2.1 if delivered by hand, at the time the notice is left at the proper address;
  • 15.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • 15.2.3 if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 15.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• 15.3 This clause 15 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

16. THIRD PARTY RIGHTS

Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

17. GOVERNING LAW AND JURISDICTION

• 17.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
• 17.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.