1.1 The following definitions and rules of interpretation apply to these terms and conditions.
“Agreement” means the agreement entered into between You and Us consisting of the Order, these Terms and any Special Terms, with effect from the Commencement Date.
“Agreement Term” means the Initial Period and any applicable Renewal Periods.
"Authorised Reseller" means an agent or reseller of emapsite whom emapsite has duly appointed or authorised to resell its Reports and Services.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
“Commencement Date” means the date on which the Agreement comes into force, as specified in the Order or, if not specified, the date which is the earliest of the date (i) of payment by You of the emapsite Fees, or (ii) of download of or other access to Content by You.
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or sub-contractors involved in the provision or receipt of the Services who need to know the confidential information in question (“Representatives”) to the other party and/or that party's Representatives and/or Representatives of any of its Group Companies in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.
"Content" means any data, computing and information services, hardware, software, and other content and documentation or support materials and associated further releases and updates included in and/or supplied by or through the Websites, in Reports or Services or in any other way by emapsite and shall include emapsite-developed content and Third Party Content.
“Data Protection Legislation” means the UK Data Protection Act 2018 and the UK General Data Protection Regulation and any other legislation and regulatory requirements in force from time to time in the relevant territory which apply to a party relating to the use of “Personal Data” (as defined in such legislation) (including, without limitation, the privacy of electronic communications).
“Derived Data” means any data created by, wholly or in part, adapting Content data or combining or aggregating Content data (wholly or in part) with other data or information.
"emapsite Fees" means any charges levied by emapsite for Services provided to You set out on our Websites and/or in an Order.
“Group Company” means in relation to a company, that company, any subsidiary or holding company from time to time and any subsidiary from time to time of a holding company of that company.
"Information Pack" means a pack compiled by or on behalf of the owner or prospective buyer of the Property Site, designed to aid the marketing or purchase of the Property Site and containing information provided by or on behalf of the owner or prospective buyer of the Property Site.
“Initial Period” means a period of 12 months commencing on the Commencement Date, unless stated otherwise in the Order.
"Intellectual Property Rights" means copyright, patent, design right (registered or unregistered), service or trade mark (registered or unregistered), database right or other data right, moral right or know how or any other intellectual property right.
"Order" means the request for Content and/or Services from emapsite by You and agreed in writing by emapsite.
“Permitted Use” means use of the Content by You or Users for Your internal business purposes.
"Property Site" means a location in relation to which emapsite provides Content and/or Services.
“Renewal Period” means each successive 12-month period, or such other period as stated in the Order, after the Initial Period or any subsequent Renewal Period (as appropriate) for which the parties agree in writing to extend this Agreement.
"Report" includes any information that emapsite supplies to You including all reports, datasets, software or information contained in them.
"Service(s)" means any service(s) to be provided by emapsite pursuant to these Terms, including without limitation, delivery of any Report or provision of any other Content.
“Special Terms” means any variation of these Terms agreed in writing between You and Us.
"Suppliers" means any organisation who provides data or information of any form to emapsite.
"Terms" means these General Terms & Conditions.
"Third Party Content" means the software, data, information and other content or functionality provided by third parties and linked to or contained in the Content.
“Usage Data” means any data relating to the way You and Users use the Services including data concerning clickstreams, generic types, messages (including subject headers, senders and recipients), software downloaded, times of sessions and volumes of data accessed.
“User” means any user of the Content to whom You are authorised by emapsite to make the Content available, including in accordance with Clause 6 of these Terms.
“Your System” any information technology system or systems owned or operated by You to which Content is delivered or within which Content is made available to Users in accordance with the Agreement.
References to "We", "Us" and "Our" are references to emapsite.com Limited ("emapsite"), whose registered office is 1052 Building A2, Cody Technology Park, Old Ively Road, Farnborough, GU14 0LX. Where You are not ordering the Services directly from emapsite, but from an Authorised Reseller, references to "emapsite" or "We", "Us" and "Our" shall be construed so as to mean either emapsite and/or the Authorised Reseller as the context shall indicate.
References to "You/Your/Yourself" refer to the contracting party who accesses the Websites or places an Order with emapsite, regardless of the way in which the user accesses the service.
Clause, schedule and paragraph headings in the Agreement are for convenience only and shall not affect the meaning or interpretation of any part of the Agreement.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email except where expressly stated otherwise.
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.
In the case of conflict or ambiguity between any provision contained in the body of the Terms and/or an Agreement and/or any provision contained in an Order, the provision in the Order shall take precedence and, as between these Terms and an Agreement, the provision in the Agreement shall take precedence.
2.0 Terms & Conditions
2.1 These Terms govern the relationship between You and emapsite when You are purchasing Services.
2.2 Where these Terms are not expressly accepted by You they will be deemed to have been accepted by You, and You agree to be bound by these Terms, when You place any Order, or pay for any Services provided.
2.4 If the person communicating with emapsite in relation to an Order is an Authorised Reseller, they must ensure that You agree to these Terms.
2.5 Any variation of these Terms or an Agreement shall only be effective if done in accordance with Clause 24 below.
2.6 The terms of the Agreement shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which You may purport to apply even if such other provisions are submitted in a later document or purport to exclude or override the terms of the Agreement and neither the course of conduct between parties nor trade practice shall act to modify the terms of the Agreement.
3.1 During the Agreement Term, emapsite will provide the Services to You.
3.2 emapsite shall use reasonable efforts to make connection to the Services available on the Commencement Date, by the method specified in the Order (if any).
3.3 You shall ensure that You promptly comply with any minimum hardware configuration requirements specified by emapsite for the purpose of establishing connectivity between Your System and the Services.
3.4 Each party shall bear its own costs of establishing that connectivity.
3.5 Once the relevant Services have been provided by the agreed method of delivery or connection, You may not cancel or amend the relevant services order without the prior written consent of emapsite.
3.6 emapsite may change at any time, with as much prior notice to You as is reasonably practicable:
the content, format or nature of the Content or the Services; and
the means of access to the Content or the Services.
3.7 emapsite will use reasonable endeavours to ensure the continuity of the Services at all times with a view to ensuring the continuity and availability of the Content, and any of Your services which rely on, or utilise the Content. emapsite’s liability to You shall be solely as set out in clauses 16 and 17.
3.9 If emapsite provides You with any additional service obtained from a third party, including but not limited to any interpretation or conclusion, risk assessment or environmental report or search carried out in relation to a Report on Your Property Site, emapsite will be deemed to have acted as an agent in these circumstances and the supply of these additional services will be governed by the terms and conditions of the relevant third parties. Subject to clauses 16 and 17 below emapsite will not be liable in any way for any information contained therein or any issues arising out of the provision of those additional services to You.
3.10 You agree that emapsite may capture and collect Usage Data and other metadata regarding Your receipt of the Services and use of the Content and may use such Usage Data and metadata for emapsite’s own business purposes.
4.0 emapsite Fees & Refunds
4.1 For the performance of the Services, You shall pay to emapsite the emapsite Fees.
4.2 Unless stated otherwise by emapsite, an individual or a monthly invoice showing all Orders created by You will be generated by emapsite or its Authorised Reseller subject to these Terms, indicating the emapsite Fees payable.
4.3 emapsite or its Authorised Reseller shall not be obliged to invoice any party other than You for the provision of Services, but where emapsite or its Authorised Reseller does so invoice any third party at Your request, and such invoice is not accepted or remains unpaid, emapsite or its Authorised Reseller shall have the option at any time to cancel such invoice and invoice You directly for such Services.
4.4 The emapsite Fees are payable in full to emapsite within 30 days of receipt of the relevant invoice without deduction, counterclaim or set off.
4.5 Where Your order comprises a number of Services or severable elements within any one or more Services, any failure by emapsite or its Authorised Reseller to provide an element or elements of the Services shall not prejudice emapsite's or its Authorised Reseller's ability to require payment in respect of the Services delivered to You.
4.6 Time shall be of the essence regarding Your obligations to make payments in accordance with this clause 4 and such obligations are material obligations for the purpose of clause 14.4(b) (termination).
4.7 If You fail to make any payment due to emapsite under this Agreement by the due date for payment, then, without limiting emapsite’s remedies under the Agreement, You shall pay interest on the overdue amount at the rate of 3% per annum above the base lending rate of National Westminster Bank plc from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
4.8 VAT at the prevailing rate shall be payable in addition to the emapsite Fees. You shall pay any other applicable sales or indirect taxes related to Your use of the Services at the rate and in the manner for the time being prescribed by law.
4.9 You acknowledge and agree that, in relation to free to air viewing offered by emapsite of many different types of mapping and other data where in some cases, notably with OS MasterMap, 1:10,000 VectorMap Local/Colour Raster, 1:25,000 Explorer/scale colour raster, 1:50,000 LandRanger/scale colour Raster and aerial photography, in the event emapsite in its sole discretion determines Users exceed certain thresholds of viewing or caching or storage activity without otherwise purchasing emapsite services, emapsite reserves the to block such Users and/or to require payment of emapsite Fees in relation to such viewing.
4.10You acknowledge and agree that Content and Services purchased via the Websites, telephone, email or any other mechanism is customised to Your specified order and are therefore not refundable. If for any reason You are unhappy with the Content and Services you have purchased/licensed please contact our customer services team who will provide assistance and advise You as to what needs to be done to initiate a refund or to escalate your complaint in accordance with clause 29 (Dispute Resolution).
4.11 If You wish to cancel an order that You have not yet received you have 30 days from the date of order in which to request a cancellation for which a refund will be forthcoming.
5.1 You shall keep, in paper and electronic form, at its normal place of business detailed, accurate and up-to-date records, returns, and books of account (Records) showing, in each case during the previous three years:
(a) all payments made by You in connection with this Agreement including the emapsite Fees; and
(b) the steps taken by You to comply with the Agreement, including without limitation clause 6 (Authorised Use restrictions).
5.2 You shall permit emapsite, its Suppliers and/or its third party representatives (including its designated auditor), on reasonable notice during normal hours on a Business day, to:
(a) gain (physical and remote electronic) access to, and take copies of, the Records and any other information held at Your premises or on Your System;
(b) meet with Your personnel whom You will procure to provide all explanations reasonably necessary to perform the audit effectively; and
(c) inspect all Records and Your Systems relating to the use, permissioning and control of the Content and the Services,
for the purpose of auditing the accuracy of any returns and Your compliance with Your obligations under this Agreement, including without limitation Clause 6. Such audit rights shall continue for three years after termination of this Agreement. You shall give all necessary assistance to the conduct of such audits.
6.0 Authorised Use
Emapsite grants to You a non-exclusive, non-transferable, revocable licence for the Permitted Use in the United Kingdom only during the Agreement Term, subject to the restrictions set out in this clause 6, to:
use the Services for marketing, promotion or demonstration purposes;
access, view and create Derived Data for Your internal business use only;
store the Content and Derived Data on Your System;
distribute the Content and Derived Data to Users on Your System;
Except as expressly provided in this Agreement, You shall not:
use the Services for resale (wholly or in part) in Your products or services; or
redistribute the Services (wholly or in part) unless You are an Authorised Reseller;
where this clause shall not prevent You from using the Services in order to provide professional advisory products and services to third parties in the course of Your business.
Unless agreed otherwise, any of Your Group Companies may use the Services or exercise the Licence in accordance with this Agreement as if that Group Company were You. The provisions of this Agreement shall apply to that Group Company as if they were set out in full in this Agreement and each reference to You were replaced by that Group Company, but You shall not be relieved of any of Your obligations under this Agreement. Without limiting emapsite's other rights and remedies, You acknowledge that You are responsible for the acts and omissions of that Group Company as if they were Your own and that You are directly liable to emapsite for all loss and damage (whether direct or indirect) howsoever arising out of, or in connection with, that Group Company's access to or use of the Content or the Services.
You shall notify emapsite if You become aware of any unauthorised use of any Content or Services and promptly take all reasonable steps to prevent further unauthorised use and secure an appropriate remedy including suspending access to the Services for relevant Users on emapsite's reasonable request.
6.5 Subject always to these Terms You may, without further charge, make the Services available to the following Users:
the owner of the Property Site at the date of the Report;
any person who purchases the whole of the Property Site;
any person who provides funding secured on the whole of the Property Site;
any person for whom You act in a professional or commercial capacity;
any person who acts for You in a professional or commercial capacity, including (without limitation) all relevant contractors and sub-contractors appointed by You in relation to the Property Site; and
prospective buyers of the Property Site as part of an Information Pack but for the avoidance of doubt, emapsite shall have no liability to such prospective buyer unless the prospective buyer subsequently purchases the Property Site, and the prospective (or actual) buyer shall not be entitled to make the Service available to any other third party. Accordingly emapsite shall have the same duties and obligations to those persons in respect of the Services as it has to You;
and always subject to any maximum total number of permitted Users (if any) that is set out in the Order, and provided that upon request from emapsite at any time You shall inform Us of the total number of Users and the nature of each User.
6.6 You shall ensure each User complies with all use restrictions in relation to the Services set out in the Agreement, including without limitation clauses 6, 7, 8, 9, 10, 11 and 12 of these Terms. The limitations of emapsite's liability as set out in the Agreement shall apply in relation to use of the Services by all Users in aggregate and emapsite shall not be liable to any other person.
You shall, and shall ensure all Users shall:
limit access to the Content and Services to Users only;
limit use of the Content and Services to the Permitted Use and scope of licence set out in clause 12;
not effect or attempt to effect any modification, merger or change to the Service, nor permit any other person to do so;
make an aggregate maximum for all Users of five copies of any Report, provided that emapsite may at its sole discretion grant written permission to make further copies in whole or in part on payment of additional emapsite Fees to be agreed with emapsite for each additional copy and payable in accordance with clause 4 above.
only make copies of the Content to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing;
not use the Content or Services for any facility management, service bureau or similar services to third parties;
not use the Content or Services to create any comparative analyses of the Content or Services (or any part thereof), by itself or relative to other modelling technology;
not use the Services for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
not extract, reutilise, use, exploit, market, resell, redistribute, publish, redisseminate, merge, alter, add to, copy, reproduce, translate, reduce to any (other) electronic medium or machine readable form or store the Content for any purpose not expressly permitted by this Agreement;
remove, alter or in any way change any trademark or proprietary marking in any element of the Services and You shall acknowledge the ownership of the Content, in the format reasonably prescribed by Us when we so prescribe, where such Content is incorporated into or used in Your own documents, reports, systems or services whether or not these are supplied to any third party.
not create any product which is derived directly or indirectly from the Content or any data provided in connection with the Services.
except to the extent permitted by any applicable law, not copy, modify, decompile, reverse engineer or create derivative works from the Content or Websites, including any software included therein;
not do anything which may damage the reputation of emapsite, the Content or the Services, including by way of using the Content (wholly or in part) in any manner which is pornographic, racist, incites religious hatred or violence or is any other way illegal, unethical or immoral; and
notify Us as soon as reasonably practicable upon becoming aware of any infringement by any third party of any intellectual property rights in the Content and/or Services.
6.8 If any unauthorised use is made of the Content and such use is attributable to any act or default of, or through, You (including breach of this clause 6) then, without prejudice to emapsite's other rights and remedies:
You shall immediately be liable to pay emapsite an amount equal to the emapsite Fees that emapsite would have charged, had emapsite authorised the unauthorised User at the beginning of the period of that unauthorised use together with interest at the rate provided for in clause 4.7 from the date of that unauthorised use to the date of payment; and
emapsite may require You to discontinue the supply of Content to any third party reasonably suspected by emapsite of that unauthorised use or breach.
The term Confidential Information does not include any information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 7);
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
was known to the receiving party before the information was disclosed to it by the disclosing party; or
the parties agree in writing is not confidential or may be disclosed.
Each party shall keep the other party's Confidential Information confidential and shall not:
use any Confidential Information except for the Permitted Use; or
disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know that Confidential Information for the Permitted Use, provided that:
it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
at all times, it is responsible for the Representatives' compliance with the confidentiality obligations set out in this clause 8.
You acknowledge and agree that emapsite's Confidential Information includes:
any software or other materials created by emapsite in connection with the Services; and
the Usage Data.
7.5 You acknowledge and agree that Users are Your Representatives for the purpose of this clause.
A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
The provisions of this clause 7 shall continue to apply after termination or expiry of this Agreement.
Neither party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
9.0 Security and passwords
You shall ensure that the Content is kept secure and, where requested by Us, in an encrypted form, and shall use the best available security practices and systems applicable to the use of the Content to:
enforce the territorial and use restrictions of this Agreement; and
prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, use, display or distribution of the Content.
Where emapsite uses specified security features notified to you in relation to the Services (wholly or in part) (“Security Features”), the Security Features must, unless emapsite notifies You otherwise, be kept confidential and not lent, shared, transferred or otherwise misused.
You shall not, and shall ensure Users shall not, put or allow others to put the Content (or any Derived Data) on any free, open or public access website;
If You become aware of any misuse of any Content, or any security breach in connection with this Agreement that could compromise the security or integrity of the Content or otherwise adversely affect emapsite or if You learns or suspects that any Security Feature has been revealed to or obtained by any unauthorised person:
You shall, at Your expense, promptly notify emapsite and fully co-operate with emapsite to remedy the issue as soon as reasonably practicable; and
emapsite may suspend Your rights under this Agreement until the misuse or security breach or unauthorised disclosure of the Security Feature is remedied.
You agree to co-operate with emapsite's reasonable security investigations.
Emapsite may change Security Features on notice to You or You Users for security reasons.
10.0 Data protection & Cookies
In relation to Personal Data received from the other party, each party will:
comply with all applicable requirements of the Data Protection Legislation;
only process such Personal Data for the purposes of the provision or use of Services or as otherwise instructed by such other Party;
implement 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, such Personal Data;
notify that other party immediately upon becoming aware of any data security breach in relation to such Personal Data;
provide all reasonable assistance to that other party, at the other party’s cost, to enable the other party to comply with its obligations under the Data Protection Legislation, including in relation to any request from a data subject and in ensuring compliance with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
Each party acknowledges that another party may transfer, use, process or otherwise deal with Personal Data received from another party outside of the country in which it is received provided appropriate safeguards are implemented and subject always to this Agreement.
Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (Export Control Laws), including United States export laws and regulations, to any country for which the United States or any other government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
Each party undertakes:
contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it which substantially replicates the one set out in clause 1; and
if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
12.0 emapsite Intellectual property rights ownership
You acknowledge that:
all Intellectual Property Rights in the Content and the Services are and shall remain the property of emapsite or its licensors, as the case may be, and nothing in these Terms purports to transfer, assign or grant any rights to You in respect of such Intellectual Property Rights;
You shall have no rights in or to the Content other than the right to use them in accordance with the express terms of this Agreement; and
emapsite or its licensors has or have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the Data; and
any goodwill generated through Your use of the emapsite trade marks shall belong only to emapsite.
Without prejudice to the generality of clause 13.1, you acknowledge that the mapping contained in any Content or Services may be protected by Crown Copyright and You shall have no rights in or to such mapping other than the right to use it in accordance with the express terms of this Agreement.
You assign to emapsite, and shall assign to it with full title guarantee, all Intellectual Property Rights in any development of the Content and in any Derived Data You and/or Users may create, by way of future assignment.
You shall, and shall use all reasonable endeavours to procure that any necessary third party shall, at emapsite's cost, promptly execute such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement.
The Intellectual Property Rights assigned to emapsite under clause 3 shall be deemed to be included in the grant of licence to You pursuant to clause 6 from the date when such rights arise.
You shall co-operate with emapsite to protect the goodwill and reputation of the Services.
Any display of the Services by You shall credit, wherever technically and commercially feasible, emapsite, any Supplier or licensor of emapsite or any other source of the Content specified by emapsite as the source of the Content.
You acknowledge that reference in any element of the Content to trade names or proprietary products where no specific acknowledgement of such names or products is made does not imply that such names or products may be regarded by You as free for general use, outside the scope of the use of the Content authorised by this Agreement.
13.0 Not used
14.0 Agreement Term & Termination
14.1 The Agreement will commence on the Commencement Date. Unless terminated earlier in accordance with this Agreement, the Agreement shall expire at the end of the Initial Period unless the parties have agreed in writing to extend the duration of the Agreement for one or more Renewal Periods.
14.2 We may terminate the Agreement in respect of the Services (wholly or in part) on written notice to You at any time We reasonably determine that the provision of the Services in question has become unlawful and provided that We cease to provide the Services in question to all subscribers of the Services in question.
14.3 Without prejudice to any rights that have accrued under the Agreement or any of its rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make that payment;
(b) the other party commits a material breach of any material term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if that breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party:
(i) suspends, or threatens to suspend, payment of its debts;
(ii) is unable to pay its debts as they fall due or admits inability to pay its debts;
(iii) (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(iv) (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986; or
(v) (being a partnership) has any partner to whom any of clause 14.3(c)(i) apply.
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (in the case of a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) 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 that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other similar process is levied or enforced on or sued against, the whole or any part of the other party's assets and that attachment or process is not discharged within 14 days;
(k) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3(c) to clause 14.3(j) (inclusive);
(l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy; or
(n) there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
15.0 Effect of Termination
15.1 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement shall remain in full force and effect.
15.2 Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15.3 On any termination of the Agreement for any reason or expiry of the Term, You shall immediately cease use of the Content and pay any outstanding amounts owed to Us under this Agreement and, within a reasonable period of termination or expiry, ensure that there is no further use of Services in any of Your products, applications or services.
15.4 On any termination of this Agreement for any reason or expiry of the Term
(a) each party shall as soon as reasonably practicable return, delete or destroy (as directed in writing by the other party) all data, information, software, and other materials provided to it by the other party in connection with this Agreement including all materials containing or based on the other party's Confidential Information, except for one copy that it may use for audit purposes only, and subject to the confidentiality obligations in clause 7; and
(b) without limiting the effect of this clause, You shall as soon as reasonably practicable ensure that all Content and Derived Data is deleted from Your System and the respective information technology systems of all Users,
and any electronic data shall be considered deleted, for the purpose of this clause, where it has been put beyond use by the deleting party.
15.5 On expiry or termination of the Agreement for any reason, We shall refund a reasonable proportion of emapsite Fees for the relevant accounting period paid by You, as determined by Us in relation to the value of Services previously purchased, as at the date of termination or expiry (less a reasonable sum in respect of Your use of the Content to the date of termination), except where the ground for termination is material breach by You under clause 14.3(b), in which case You shall not be entitled to any refund.
15.6 Upon request, each party shall provide written confirmation (in the form of a letter signed by a senior executive officer of such party) of compliance with clause 15.4(a) and also, in the case of You only, clause 15.3, no later than  days after termination of this Agreement.
15.7 If a party is required by any law, regulation, or government or regulatory body to retain any documents or materials that it would otherwise be required to return or destroy under clause 15.4, it shall notify the other party in writing of that retention, giving details of the documents or materials that it must retain. That party shall not be in breach of clause 15.4 with respect to the retained documents or materials, but clause 7 (confidentiality) shall continue to apply to them.
16.1 We warrant We have the right to license the receipt and use of Content and Services as specified in the Terms or Agreement.
16.2 Except as expressly stated in the Terms or Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
16.3 Without limiting the effect of clause 16.2, irrespective of whether the Content is emapsite-developed Content or Third Party Content, We do not warrant (and where appropriate Our Suppliers or other third party providers do not warrant) that:
(a) the supply of the Content or use of the Services will be free from interruption or error or provide any particular facilities or functions;
(b) the Services will run on Your System;
(c) the Content is accurate, complete, reliable, secure, free from defects of any other kind, computer viruses, software locks or other similar code useful, fit for purpose or timely;
(d) all land uses or features whether past or current will be identified in the Content or Services.
(e) the performance of any linked internet service not operated by emapsite will meet any intended standard;
(f) sources from which Content is derived or obtained constitute an exhaustive or comprehensive list of all sources that might be consulted, notwithstanding whether such sources are expressly stated in the Order or otherwise in connection with Services; or
(g) the Content or Services have been tested for use by You, Users or any third party or that the Content or Services will be suitable for or be capable of being used by You, Users or any third party.
17.0 Limitation of liability
17.1 You acknowledge that:
(a) most of the information contained in the Content and Services is provided to emapsite by Suppliers, and emapsite cannot control the accuracy or completeness of such information; and emapsite will not be liable for any selection or retention of, or the acts of omissions of Third Party Content suppliers or other Suppliers (including those with whom We have contracted to operate various aspects or parts of the Service) in connection with the Content and Services (where for the avoidance of doubt emapsite is not a Third Party Content supplier).
(b) without prejudice to the generality of clause 17.1(a) above, Ordnance Survey, a Supplier to emapsite, has undertaken a positional accuracy improvement programme over which emapsite has no control and which may result in discrepancies between the positioning of features used in datasets in the Content and/or Services and the updated Ordnance Survey mapping.
(c) it is not within the scope of the Services to be provided by emapsite to verify the accuracy or completeness of the Content, including any Third Party Content from Ordnance Survey or any other Supplier or third party.
(d) without prejudice to the generality of clause 17.1(a) above, professional opinions contained in Reports are provided to emapsite by third parties, including without limitation Groundsure, and such third parties are solely liable for the opinion provided, and any issues with regard to the provision of such opinions should be taken up with the relevant third party.
(e) any support or assistance provided to You in connection with these Terms is at Your risk.
(f) the Content and Services have not been prepared to meet Your or anyone else's individual requirements and the use, selection, omission and interpretation of the Content and Services (in whole or in part) may require specialist skill and knowledge, including without limitation in relation to real estate or environmental matters, where emapsite's only obligation is to exercise reasonable skill and care in providing environmental property risk information to persons acting in a professional or commercial capacity who are skilled in the use of property and environmental information, and that You assume the entire risk as to the suitability of the Content and/or Services and waive any claim of detrimental reliance upon the same;
(g) You and authorised Users have the skill and knowledge referred to in Clause 17.1(e) above and You undertake that You and such authorised Users will exercise that skill and knowledge and appropriate judgement when using the Content and Services;
(h) no physical inspection of the Property Site reported on is carried out as part of any Content and/or Services offered by emapsite, and the Content and Services do not include any information relating to the actual state or condition of any Property Site nor should they be used or taken to indicate or exclude actual fitness or unfitness of a Property Site for any particular purpose nor should they be relied upon for determining saleability or value or used as a substitute for any physical investigation or inspection, and that emapsite recommends that You inspect and take other advice in relation to the Property Site and do not rely exclusively on the Content and/or Services.
(i) You will, except as expressly set out in the Agreement, be solely responsible, as against Us and any Suppliers, for:
(i) any opinions, recommendations, forecasts or other conclusions made or actions taken by You, any User or any other third party based (wholly or in part) on the Content or Services; and
(ii) procuring, maintaining and securing Your System, and all network connections and telecommunications links from Your System to emapsite’s and/or its Suppliers’ systems and data centres;
You are in the best position to ascertain any likely loss You may suffer in connection with this Agreement, that You are therefore responsible for making appropriate insurance arrangements to address the risk of any such loss, that all liability for any insurance products purchased by You rests solely with the insurer, that emapsite does not endorse any particular product or insurer and no information contained within the Services should be deemed to imply otherwise, that emapsite does not guarantee that an insurance policy will be available on a Property Site, that all decisions with regard to the offer of insurance policies for any premises will be made solely at the discretion of the insurers and emapsite accepts no liability in this regard, that the provision of a Report does not constitute any indication by emapsite that insurance will be available on the property;
You acknowledge that if You order any such insurance emapsite will deem such as Your consent to forward a copy of a Report to the insurers;
and that the provisions of this clause are reasonable in these circumstances.
17.2 Neither party excludes or limits liability to the other party for:
(a) fraud or fraudulent misrepresentation;
(b) death or personal injury caused by negligence;
(c) a breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any matter in respect of which it would be unlawful for the parties to exclude liability for respectively.
17.3 Subject to clause 17.2 above, We shall not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
(a) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
(b) any loss arising from use of a residential property Report for commercial property or more than the one residential property for which it was ordered;
(c) any loss arising from use of the Content or Services otherwise than in accordance with these Terms;
(d) any loss caused by Your System or Your failure to use or implement any update to the Content or Service delivered or made available by emapsite from time to time;
(e) any loss arising from any data, drawing, design or specification supplied by You or in respect of any defect arising from failure to follow emapsite’s guidance, or misuse or alteration of the Content and/or Services without emapsite' approval
(f) any loss or corruption (whether direct or indirect) of data or information, including without limitation resulting from inaccuracy or omission in primary or secondary information and data, inaccurate processing of information and data by third parties, computer malfunction or corruption of data whilst in the course of conversion, geo-coding, processing by computer or electronic means, or in the course of transmission by telephone or other communication link, or printing;
(g) loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time);
(h) any loss or liability (whether direct or indirect) under or in relation to any other contract; or
(i) indirect, consequential or special loss,
whether or not such loss was foreseeable or if We were advised of its possibility.
17.4 Clause 17.3 above shall not prevent claims, which fall within the scope of clause 17.5 below, for:
(a) direct financial loss that are not excluded under any of the categories set out in clause 17.3(a); or
(b) tangible property or physical damage.
17.5 You will on using the Services make a reasonable inspection of any results to satisfy Yourself that there are no defects or failures. In the event that there is a material defect You will notify us in writing of such defect within seven days of its discovery, provided that emapsite will not be liable for any defect, failure or omission relating to the Content or Services that is not notified to emapsite within six months of the date of the issue becoming apparent to You.
17.6 Subject to clause 17.2 above, Our total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall in all circumstances be limited to the total emapsite Fees paid by You to Us during the 12-month period immediately before the date on which the cause of action first arose or, if the cause of actions arose during the Initial Period, in respect of the Initial Period.
17.7 Any dates quoted for delivery of the Services are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Services that is caused by an event within the scope of clause 18 (Events Beyond Our Control) or Your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Services or Your failure to comply with clause 3 (provision of adequate hardware and connection).
17.8 Without limiting the effect of the other provisions of this clause, if the Agreement is terminated for any reason other than termination by You on the ground of the Our material breach under clause 14.3(b), We will not be liable:
(a) to provide You with the Content or any product, service or solution relating to the Content; or
(b) for the consequences of Your inability to comply with the terms of any other arrangements which You may have entered into with any third party.
17.9 You will indemnify Us against any claims, losses, damages, costs (including all legal fees) and expenses incurred by or awarded against Us or any Supplier arising out of or in connection with:
(a) access to or use, distribution or redistribution or resale of Content or Services (in whole or in part) by You or User otherwise than in accordance with the Agreement, including any inaccurate or incomplete return; or
(b) any data or information provided by You to Us,
17.10 If any third party makes a Claim, or notifies an intention to make a Claim against Us, We will:
(a) give written notice of the Claim to You as soon as reasonably practicable;
(b) not make any admission of liability in relation to the Claim without Your prior written consent;
(c) at Your request and expense, allow You to conduct the defence of the Claim including settlement; and
(d) at Your expense, co-operate and assist to a reasonable extent with Your defence of the Claim.
17.11 Subject to You not having breached clause 6 (Authorised Use), the indemnity set out in clause 17.9 above shall not apply to any Claim to the extent that it has arisen out of or in connection with Our negligence or wilful default.
17.12 You acknowledge that each Supplier and any other provider of services to Us has the benefit of and may enforce the exclusions and limitations set out in this clause, as if the provisions of this clause were set out in full in the Agreement and each reference to Us were replaced by that Supplier or other provider (as the case may be)
18.0 Events Beyond Our Control
18.1 You acknowledge that emapsite shall not be liable for any delay, interruption or failure in the provision of the Services which are caused or contributed to by any circumstance which is outside our reasonable control including but not limited to, lack of power, telecommunications failure or overload, computer malfunction, inaccurate processing of data, or delays in receiving, loading or checking data, corruption of data whilst in the course of conversion, geo-coding, processing by computer in the course of electronic communication, or printing.
18.2 Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 months, the party not affected may terminate this Agreement by giving 30 days’ written notice to the affected party.
19.1 This Agreement is personal to You and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without Our prior written consent (which is not to be unreasonably withheld or delayed).
19.2 We may at any time assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of Our rights and obligations under this Agreement without Your consent. emapsite may authorise or allow Our contractors and other third parties to provide to emapsite and/or to You services necessary or related to the Services and to perform emapsite's obligations and exercise emapsite's rights under these Terms, which may include collecting payment on emapsite's behalf.
No failure or delay by a party to exercise any right or remedy provided under these Terms or an Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Terms or an Agreement, the rights and remedies provided under the Terms or Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
22.1 Any notice or other communication given to a party under or in connection with these Terms or an Agreement 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 (if a company) or its principal place of business (in any other case).
22.2 Any notice or communication shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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
22.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include email.
22.4 Unless otherwise stated in these Terms, all notices from You to an Authorised Reseller, must be in writing and sent to its registered office address.
23.0 Entire agreement
23.1 The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, stipulations, promotional materials, statements, assurances, warranties, representations and understandings between them, relating to its subject matter, whether written or oral, made by any sales or any other person or representative on behalf of either party.
23.2 Each party acknowledges that in entering into the Agreement 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 Agreement.
23.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in relation to the Agreement.
24.1. Subject to Clauses 3.2, 24.2 and 24.3, any variation to the Terms or an Agreement shall be agreed by the Parties in writing.
24.2. Notwithstanding Clause 24.1, emapsite reserves the right to amend or vary the Terms with immediate effect and without prior notice. Any amendment or variation to these Terms shall be posted on our Websites. Continued use of the Services by You shall be deemed an acceptance by You to be bound by any such amendments to the Terms.
24.3. If You request and emapsite agrees to a change of the Services, You must complete such formalities as emapsite shall require to give effect to such change and You must pay to emapsite its then current charges (if any) for such change. emapsite may require payment prior to effecting such change. To reflect such change emapsite may immediately by notice in writing to You revise the emapsite Fees.
24.4 Where an amendment to the provisions of this Agreement (other than the emapsite Fees or the basis on which they are calculated) is required as a result of an addition to the Services or relevant Service (including, for example, an amendment to acknowledge third party rights), emapsite may give You reasonable notice in writing of the necessary amendments that will take effect on the date specified in that notice.
If any provision or part-provision of these Terms or an Agreement are found by either a court or other competent authority to be void, invalid, illegal or unenforceable, that provision shall be deemed to be deleted from the Terms or Agreement and never to have formed part of the Terms or Agreement and the remaining provisions shall continue in full force and effect. If any provision or part-provision of these Terms or an Agreement is deemed deleted under this clause, 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.
26.0 No partnership or agency
26.1 Nothing in these Terms or an Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
26.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
27.0 Third-party rights
27.1 Except for Suppliers, a person who is not a party to an Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under an Agreement is not subject to the consent of any person that is not a party to the Agreement.
28.0 Governing Law
These Terms and any Agreement, 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).
29.0 Complaints & Dispute Resolution
29.1 Any complaints in relation to the Services should, in the first instance, be in writing addressed to Your service support manager at the emapsite registered office. emapsite or its agents will respond to any such complaints in writing as soon as practicably possible.
29.2 If any dispute or claim arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) that is not adequately resolved pursuant to clause 29.1 (a "Dispute") the parties undertake that, prior to the commencement of Court proceedings, they will seek to have the Dispute resolved amicably by referral to senior management representatives of each party. If the Dispute has not been resolved to the satisfaction of either party within 60 days of such referral, either party may upon written notice initiate the use of an alternative dispute resolution procedure acceptable to both parties with the assistance of the Centre for Dispute Resolution (CEDR) if required, to resolve such Dispute. If the Dispute has not been resolved to the satisfaction of either party within a further 60 days of initiation of the procedure or if either party fails or refuses to participate in or withdraws from participating in the procedure then either party may refer the Dispute to the Court. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any Dispute.