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Mapmechanics Limited – General Terms of Business

Purpose of this document

This document describes the way in which we, Mapmechanics Limited, trade with customers and resellers (collectively, “you”); these represent how we typically provide our products and services. We may, at our sole option, offer to make exceptions to these terms on a case-by-case basis.

Confidentiality

We do not automatically require a confidentiality or non-disclosure agreement between us and you. We have our own mutual NDA that we can use, should either of us reasonably feel that putting in place confidentiality obligations is appropriate. We are also happy to sign your NDA terms, provided that these are mutual, term-limited, allow for the reality of auto-archiving of data held electronically as part of standard IT practices, and that the governing law and jurisdiction are confirmed as being in England. Regardless of whether an NDA is in place or not, as a matter of company policy, we treat all the information we receive from you as commercially confidential; we ensure our colleagues and sub-contractors abide by this policy, even after they have left Mapmechanics.

Product licences and intellectual property rights

We do not require you to sign an over-arching master agreement with us, or sign up to any terms of supply. The only terms you are required to accept are those of the product licences specific to each product you order from us. Please note, we do not sell products to you; the intellectual property of each product remains either with us or with the respective suppliers and will not transfer to you. For a licence fee, you are entitled to use the product under licence for a specified period of time, after which you must renew the licence in order to continue to use the product. Usually, there will be a licence fee associated to the renewal of your licence; we will contact you in advance of the expiry date to inform you of the renewal fees (which may be different from the initial licence fee or any indicative renewal fee we had previously given you).

Procedure for customer orders

The typical way in which you can place orders with us is as follows:

1 – we send you a proposal, itemising each product/service and the associated licence fee;

2 – you send us a written confirmation of your intention to go ahead for the products/fees selected, and a purchase order reference number, for our invoice, to match the order total;

3 – we will process your order and prepare the products/services, and then send you an email containing;

a.) the relevant product licences / registration forms

b.) in the case of products, a link by which to download the product from our secure server

c.) in the case of products, keycodes / application credentials (if required)

d.) a confirmation of the date(s) and location agreed between us for the performance delivery of services

4 – once the product has been delivered and/or the services performed as per 3, we will send you an invoice to the person designated by you, for payment within the stated terms.

In some circumstances we may, at our sole discretion, require you to sign a product licence before the product is shipped to you and/or to pay us in cleared funds before the product is shipped.

Fees and payment

All prices quoted are valid for 30 days unless stated otherwise. All prices in this proposal are exclusive of applicable taxes, travel, subsistence, carriage and media charges. Payment terms are 30 days from invoice, subject to satisfactory credit references, unless stated otherwise. Fees given are for an annual single user licence unless otherwise stated. You can pay us in GB Sterling, US Dollars or Euros; the minimum fee for any single order s £350 / $500 / €400.

Without prejudice to any other right or remedy that we may have, if you fail to pay our invoice by the due date set out on any invoice arising from your order of any item from this proposal, we may:

(a) charge interest on such sum from the due date for payment at the annual rate of 8% above the Bank of England Base Rate, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment. We may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and

(b) suspend all services and provision of products until payment has been made in full; and

(c) hold you liable for all costs and expenses incurred by us in attempting to obtain payment from you.

We reserve the right to recover from the customer/debtor any fees we pay to a third party including legal fees to a solicitor or a debt collection company, however incurred.

Reselling or sub-licensing the products to end-users

If you are licensing the products on behalf of an end-user (another legal entity where you are acting as a reseller, partner, broker etc), you shall ensure that such end-user is bound by the applicable licence terms as provided to you by us. For each order on behalf of an end-user, you will need to disclose the name of the end-user to enable us to execute the appropriate licence agreement; if you do not declare the end-user named when required we may, at our sole discretion, refuse to accept your order.

Unless specifically agreed otherwise by us, each end-user to whom you re-licence the products shall be liable for an applicable licence fee; you do not acquire the right, for a single licence fee, to distribute or provide the products, or any services using it or anything derived from it, to anyone else without the person or organisation being licenced for such provision/use and paying the appropriate licence fee.

Support

Unless stated specifically otherwise, we shall provide reasonable support to you in the use of products we have delivered to you, provided that such products are being used within the conditions and terms of the relevant licence agreement. Our detailed support policy is available on request.

Liability

Our sole liability arising from our business relationship with you shall be as detailed within the licence agreement of the respective products you have licensed from us. Mapmechanics acts in an advisory capacity only and we accept no liability or responsibility for decisions you take (such as to licence a particular product from us) based on any information we give you, whether delivered orally, in writing, or in any other form.  You acknowledge and agree that any liability claims in respect of some products may be if applicable to the supplier of the respective product, and not against Mapmechanics, depending on the terms of the relevant product licence.

Warranty

We do not offer a general warranty relating to our relationship with you. Any warranties offered relate to each product licenced from us, and are limited by the terms in the respective licence agreement. Typically, these terms state that the products are provided on an “as is” and “all faults” basis with no specific suitability or fitness for any particular purpose, regardless of whether you have briefed us on your intended usage in advance of licensing the product. We do not offer a general guarantee, either express or implied, regarding the quality, performance and/or accuracy of any of our products.

Data Protection

We are the Data Processor and you are the Data Controller (both terms as defined in the Data Protection Act 1998) of Personal Data received by us from you which is held or processed as part of our general business relationship. We will process Personal Data in accordance with your  instructions and will act on such instructions as reasonably necessary for the provision of the products. You agree that we may (a) use Personal Data under these Terms of Business to direct market to you and (b) transfer Personal Data provided under the Terms of Business outside of the European Economic Area or to third parties to the extent permissible under Applicable Data Protection Law. You will ensure that adequate consents are obtained in order to enable us to undertake these activities and indemnifies and will hold us harmless against all costs, claims, demands, expenses and liabilities of whatever nature that arise from the processing of Personal Data. You will have in place adequate technical and organisational security measures so that the processing of Personal Data complies with the Applicable Data Protection Law.

Specific terms for project work

We shall not be liable for any direct, indirect or consequential loss, damages or expense of any kind whatever and however caused whether arising under contract, tort (including negligence) or otherwise (including without limit damages for loss of business profits, business interruption, loss of business information, loss of or corruption to data, loss of contracts, loss of production, loss of goodwill or anticipated savings or other consequential loss) arising out of data processing or other tasks undertaken,  by us, even if we have been advised of the possibility of such damages.

Your responsibilities

Regarding products and services provided by us, it is your responsibility to, at all times:

1.) provide us with all information, cooperation, consents and licenses reasonably necessary for us to supply the products and perform any services;

2.) provide us with access to authorised and competent personnel, computer systems, software and premises within normal business hours, ensure that such systems and software are utilised in accordance with the terms under which they were procured, and ensure that the you comply with all health and safety laws and regulations, to enable us to supply the products and perform the services;

3.) use the products or services provided by us in accordance with these Terms of Business and the relevant licences and any reasonable instructions given by us to you from time to time;

4.) ensure the adequacy, integrity, security (including through virus checking technology, firewalls and so on)and accuracy of your own data and computer systems, and operate all necessary backup procedures to ensure the same are maintained in the event of loss;

5.) comply with export/import controls in relation to any item (whether tangible or intangible) provided to you by us under this Agreement; and

6.) comply with all applicable laws and regulations (including legislation relating to bribery, such as the Bribery Act 2010) especially with regard to the products and services provided.

Expiry, renewal and termination of product licences

As mentioned above, for all products we have licenced to you on a fixed term basis, we will contact in you in advance of the expiry date with a proposal for you to renew the licence in exchange for a further licence fee. If you choose not to renew, you must delete all traces of the relevant products from your systems, and destroy any physical copies e.g. saved to a disk. If you do not do this, or if you fail to give notice of non-renewal before either the expiry date or by an earlier date if required, the licence may automatically renew and you will be liable for the renewal licence fee. If you do wish to renew, you will need to provide authorisation (e.g. in the form of a purchase order or other reference); we will provide updated editions of your product licence / registration form together with an updated edition of the product if your renewal entitles you to this.

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