Ordnance Survey Licence

Map data is provided by Ordnance Survey and is Crown Copyright. Use of any plan purchased is subject to the following Ordnance Survey End User Licence Agreement (EULA) as well as MapServe's own terms and conditions

END USER LICENCE AGREEMENT

This End User Licence Agreement (hereinafter “Agreement”) is made on the date that the Agreement is executed (“Effective Date”), by and between:

PASSINC LTD, a company having Company No. 08180998 with its registered office at 63/66 Hatton Garden, Fifth Floor Suite 23, London, EC1N 8LE, United Kingdom hereinafter referred to as “Licensor”;

AND

You, the buyer of The Products and hereinafter referred to as “Licencee”.

The Licensor and the Licencee are hereinafter individually referred to as “Party” and collectively referred to as the “Parties”.

WHEREAS the Licensor is in the business of providing maps “The Products” using data licenced to it by the Ordnance Survey of the United Kingdom through its websites www.buyaplan.co.uk and www.mapserve.co.uk.

WHEREAS the Licencee is in needof the services of the Licensor and has approached the Licensor to fulfil that need.

WHEREAS the Licensor has agreed to offer its services and the Licencee has agreed to avail of those services as per terms and conditions specified in this Agreement.

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

1. Purpose of Use: The Licencee agrees to use the data:

   a. For customers of www.buyaplan.co.uk: Only for purposes of his/her own use and shall use the data and the services only for private and personal purposes and shall not use the same for any commercial purposes and or resale/sublicence purposes except as provided in Section 6;

   b. For customers of www.mapserve.co.uk: For commercial purposes specified in Section 5 only but not for further resale or sublicence purposes except as provided in Section 6.

2. Identification of Customers: The users who have accessed this page through the website www.buyaplan.co.uk shall be deemed to be “customers of www.buyaplan.co.uk” and users who have accessed this page through www.mapserve.co.uk shall be deemed to be “customers of www.mapserve.co.uk” for the purposes of this Agreement.

3. Term and Termination: This Agreement, except the provisions of Sections 5 to 7 hereof, shall be valid from the Effective Date till:

   a. the customer downloads the data from the website, in case of customers of www.buyaplan.co.uk; and

   b. the period selected by the customer on the webpage prior to this Agreement and shall be renewed automatically for a similar term unless either Party terminates the same with an advance notice of 2 months, in the case of customers of www.mapserve.co.uk.

4. 4. Payment: The Licencee agrees to pay the amount specified for the map being purchased by the Licencee on the respective website and the payment shall be made:

   a. through credit card/debit card using the portal provided on the website, for customer of www.buyaplan.co.uk;

   b. through the Paypal account of the Licencee;

   c. though credit card/debit card using the portal provided on the website or payment against an invoice within 30 days from the date of this Agreement, for customers of www.mapserve.co.uk.

5. Commercial Purpose: The Licencee who is a customer of www.mapserve.co.uk and is allowed to use the Data for commercial purposes shall use the Data only for the following purposes which shall be deemed to be “commercial purposes”:

   5.1 Business Use: Solely for the internal administration and operation of the Customer’s business.

   5.2 Limited External Use:

   1. to promote the Licencee’s own business by generating a map which demonstrates one or more of the following:
      1. the location of the premises and static assets which the Licencee owns, leases or manages;
      2. the location of a bespoke event organised by the Licencee up to and for the duration of the event;
      3. directions or routes (which are not specific to any particular customer or third party) to such premises or static assets or event;
      4. the scope of the Licencee’s area of operation;
   2. to report on the Licencee’s own business by including a map in:
      1. an annual report on the affairs of the Licencee’s business or for accounting purposes, in each case produced to comply with a statutory obligation (including, without limitation, section 415 of the Companies Act 2006); and/or
      2. a report to be submitted to a regulatory body to which the Licencee is subject in order to meet that regulatory body’s requirements; and/or
   3. to include a map within any professional services provided by the Licencee to its clients, such map only to be used (in the case of a business client) for the internal administration and operation of such client’s business.

   Provided that Limited External Use is subject to the following conditions:

   1. any map generated in accordance with this Agreement shall not comprise:

      a) a service or product in itself; or

      b) a significant part of any product or service offered by the Licencee; or

      c) a service or product (or significant part of any product or service) provided on behalf of a third party;

   2. the map shall be in a raster format and the Licencee shall use its reasonable endeavours to prevent third parties from being able to edit the map or from extracting licenced data from the map;
   3. the map shall not be of a larger scale or area and shall not contain a larger number of features than is reasonable for it to fulfil its function;
   4. the Licencee shall display additional information on or with the map, which information facilitates the purposes of Limited External Use; and
   5. the Licencee shall not receive any direct payment, credit or money’s worth as a result of allowing third parties to access, view or use the map but, for maps generated in accordance with Section 5.2(i), the Licencee shall be entitled to use the map in conjunction with advertisements that are not illegal, deceptive, misleading, unethical or detrimental to the reputation of the licenced data and/or the Licensor and/or the Ordnance Survey of the United Kingdom.

   5.3 Public Body Sharing:(i) Public Body Sharing is the supply of Qualifying Licenced Data to a Public Body or the receipt of Qualifying Licenced Data from a Public Body. Qualifying Licenced Data means licenced data which is either:

   a) OS MasterMap Topography Layer; or

   (ii) Public Body Sharing is subject to the following Conditions:

   • Sharing Party means the Public Body supplying Qualifying Licenced Data or to whom Qualifying Licenced Data is supplied;
   • the Licencee and the Sharing Party must be licenced for Business Use or public sector use for the same area of coverage of the same Qualifying Licenced Data being supplied and/or received;
   • the Licencee shall obtain written confirmation from the Sharing Party to whom it is supplying Qualifying Licenced Data that the Sharing Party is licenced for Business Use or Public Sector Use as set out in Appendix 3, for the same area of coverage of the same Qualifying Licenced Data being supplied;
   • the Licencee shall maintain a written record of:
     1. the names and addresses of Sharing Parties from whom it has received or to whom it has supplied Qualifying Licenced Data;
     2. the Qualifying Licenced Data which was received by it from and/or supplied by it to the Sharing Parties; and
     3. when the Qualifying Licenced Data was received by it from and/or supplied by it to the Sharing Parties,

   and upon the written request of the Licensor it shall provide a copy of that written record to the Licensor;

   • the Licencee shall not receive any direct or indirect payment, credit or money’s worth for the supply of Qualifying Licenced Data to a Sharing Party; and
   • subject to the Framework, the Licensor shall have no liability to the Licencee or the Sharing Party in respect of the licenced data received from and/or supplied to a Sharing Party;.

   5.4 Corporate Group Data Sharing: Corporate Group Data Sharing is:

   1. Licencee’s supply to a Corporate Group Member; or
   2. Licencee’s receipt from a Corporate Group Member; or
   3. a Corporate Group Member’s supply to another Corporate Group Member, of copies of any licenced data (which, for the avoidance of doubt, includes any of the intellectual property of the Licencee in any data created using licenced data).

   For the purposes of this sub-section the term Corporate Group Member shall mean:

   1. the Licencee
   2. each of the Licencee’s wholly owned subsidiaries;
   3. the holding company of the Licencee;
   4. each wholly owned subsidiary of the Licencee’s holding company.

6. Printing Copies:You may only print you plan to paper once unless you hold a Paper Map Copying Licence. If you require a licence for additional copies please contact support.

   A Licencee is allowed to share the licenced data with a contractor only for the purposes and on the terms contained in this Section 6. If the Licencee provides a contractor appointed by him/her with licenced data in paper form (referred to in this section as Paper Copies), the Licencee shall not be required to enter into a formal written agreement with the contractor provided that the Licencee ensures that:

   • the contractor uses the Paper Copies solely for the purposes of providing, or tendering to provide, the Licencee with goods or services for the Licencee’s licenced use;
   • the Paper Copies only cover an area that is proportionate to the amount of goods or services that the contractor is engaged to provide;
   • the contractor is not permitted to and shall not copy, sub-licence, distribute, sell or otherwise make available the Paper Copies to third parties in any form;

   • the contractor destroys or returns to the Licencee all such Paper Copies immediately upon:

     • its completion of the tender or provision of goods or services referred to herein; or
     • expiry or termination of this Agreement,

     whichever is the sooner, and provides, at the Licencee’s request, a sworn statement by a duly authorised person that it no longer holds any such Paper Copies;

     • neither the Licencee nor the contractor shall receive any direct or indirect payment, credit or money’s worth for the supply of Paper Copies; and
     • the Paper Copies are marked and contain a statement stipulating that the contractor is permitted to use the Paper Copies solely for the purpose of assisting it with the delivery to the Customer of the goods or services it is engaged to provide.

7. Download data:Download data may only be used for the term purchased, and must be destroyed immediately upon the licence expiration date. Contact support if you would like to purchase an extension period.

8. Terminal: A “Terminal” for the purposes of this Contract means a Laptop, PC, workstation or other equipment containing a screen on which the Licenced Data may be displayed or used, and which is internal or personal to the Licencee and/or its permitted contractors. The Licencee shall only be allowed to use the data only for the number of terminals declared by the Licencee at the website www.mapserve.co.uk and any usage by the Licencee which is not in conformity therewith shall be deemed to be a default under this Agreement and entitle the Licensor to cancel the licence granted hereunder.

9. Waiver: No omission or delay on the part of either Party in requiring a due and punctual fulfillment by any other Party of its obligations hereunder shall be deemed to constitute a waiver of any of such Party’s rights to require such due and punctual fulfillment and, in any event, shall not constitute or be construed as a continuing waiver and/or as a waiver of other or subsequent breaches of the same or other (similar or otherwise) obligations of such other Party hereunder or as a waiver of any remedy. No waiver of a breach of any provisions of this Agreement shall be effective unless such waiver is in writing signed by the Party against whom the waiver is claimed.

10. BindingEffect: Subject to the terms and conditions hereof, this Agreement is legally binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns.

11. Representations and Warranties: The Parties hereby warrant and represent that they have full power and authority to execute and deliver this Agreement and perform its obligations, duties or responsibilities arising under this Agreement. The Parties further warrant that their execution, delivery and performance of this Agreement will not, conflict with, result in a breach of or default under any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority, or any agreement, arrangement or understanding, written or oral, to which such Party is a party or by which such Party or any of its assets are bound.

12. No Assignment: Neither this Agreement nor any right or obligation hereunder or part hereof may be assigned by any Party without the prior written consent of the other Parties (any attempt to do so will be void).

13. Severability: If any provision of this Agreement is invalid or unenforceable or prohibited by law, it shall be treated for all purposes as severed from this Agreement and ineffective to the extent of such invalidity or unenforceability, without affecting in any way the remaining provisions hereof, which shall continue to be valid and binding.

14. Additional Documents: Each Party shall promptly execute and deliver such additional documents and agreements as may be reasonably required by the other Party for the purpose of implementing this Agreement.

15. Amendment. This Agreement shall not be altered, modified or amended except in writing duly signed by or on behalf of the Parties.

16. Costs: The Parties agree that all costs and expenses incurred by either Party in connection with the preparation, negotiation, finalization and execution of this Agreement, including without limitation, costs and expenses associated with retention of financial, legal, tax and other professional advisers, shall be borne by such Party.

17. Notices. Any notice to be given hereunder may be affected either by personal delivery in writing, or by electronic mail, or by mail registered or certified, postage pre-paid with return receipt requested at the addresses given below or any other address notified to the other Party. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing.

    For the Licensor

    The details, if any, given by the Licencee on the registration/login page of the website

    For the Licencee

    The contact details provided during the time of registration.

18. Indemnification. The Licencee shall defend, indemnify, hold harmless, and insure the Licensor from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on the Licencee’s part (including non compliance with any legal or regulatory provisions), or from any breach or default of this Agreement which is caused or occasioned by the acts of the Licencee.

19. Governing Law and Jurisdiction. This Agreement shall be construed, and the legal relations between the parties shall be determined, in accordance with the substantive laws ofthe United Kingdom. The courts of London in the United Kingdom shall have jurisdiction to settle any dispute arising out of or under this Agreement and the parties agree that such courts are the most appropriate and convenient courts to settle disputes and accordingly no party will argue to the contrary.

20. Execution of Agreement: The Parties agree that the Licensor and the Licencee are deemed to have agreed to and executed is this Agreement upon the Licencee clicking on the “I agree to the Terms of the End User Licence Agreement” tab and the date of such clicking shall be considered as the Effective Date of this Agreement.