Terms and Conditions

“Mapify”, “Mapify App” and “Mapify Logistics” are used interchangeably herein to represent the product and trading names of Mapify Limited (SC846227).

For detailed Definitions of the Terms used in this document, see Clause 22.

Service Schedule

The following Contract items are chosen during the subscription process at checkout within our payment provider portal:

• Product = Mapify App

• Modules = Basic, Pro or Enterprise

• Total Licenses (Users) = The number of users per module

• Subscription Term = Monthly or Annual

• Subscription Fee = Monthly or Annual 

• Payment Date (Effective Date) = The date that your subscription started. 

• Trial term = The period of time during which your subscription is paused, and no payment will be taken. 

The following services are included by default:

• Ongoing customer support is provided by default

• Basic onboarding, user training and system configuration based on suitable Configuration Requirements

Additional Configuration or Integrations with third-party systems are offered on a case-by-case basis and may incur a fee based on the amount of time and level of time complexity. 

1. Contract Process

1.1 Following any request from the Client for Services from Mapify, Mapify may send the Client a Service Schedule via a suitable payment provider.

1.2 If the Client wishes to proceed with the provision of Services in accordance with the Service Schedule, the Client must complete the subscription process (via the payment provider). This is confirmation that the Service Schedule accurately sets out the Client’s requirements.  

1.3. No order shall be deemed to be accepted by Mapify until the subscription process is complete (via the payment provider) at which point a “Contract” for the provision of the product under these Terms will come into effect. 

1.4. Each confirmed subscription by the Client, or request for Mapify’s Services from the Client, shall be deemed to be an offer by the Client to purchase the Services subject to these Terms: 

1.5. If there is any conflict or inconsistency between the following documents, to the extent of any conflict or inconsistency only, the Client’s accepted subscription service schedule will apply.

1.6. Mapify may, at any time, and in its sole discretion, modify these Terms. Any such modification will be effective immediately upon notification to the Client. The Client’s continued use of the Services following any such modification constitutes the Client’s acceptance of the modified Terms. 

2. Installation

2.1. Mapify shall use reasonable endeavours to assist with any installation of the Software on the Client System in accordance with any dates agreed prior to the Payment Date (Effective Date).

2.2. Mapify shall be responsible for ensuring that the Client System is installed and is in working order and available to the Client no later than the Payment Date (Effective Date).

3. Initial Configuration and Acceptance 

3.1. The Client shall provide Mapify with details of any Configuration requirements as is required by the Mapify App.  

3.2. Mapify shall perform the Configuration in accordance with any agreed timetable, but any such dates shall be estimates only. 

3.3. When Mapify considers that the Configuration services are ready for activation it shall notify the Client. Within five days of such notification, the Client shall review the operation of the Configuration Services to confirm that they function in material conformance with the Configuration Requirements. Any defect must be reported within five days. 

3.4. If Mapify is unable to correct the Defect within a period of three months from the start of the acceptance tests, either party may terminate the Contract without further liability to the other by giving written notice to the other. 

3.5. If the Client does not provide any written comments in the notification period described in clause 4.3, or if the Configuration Services are found to conform with the Configuration Requirements, then the Configuration Services shall be deemed accepted as from the date of the notification (“Acceptance”). 

4. Software 

4.1. Mapify shall, during the Subscription Term: 

4.1.1. Provide access to the Software and make available the Documentation to the Client on and subject to the terms of the Contract; and  

4.1.2. enable End-Users to connect via the internet to any App that the Client has deployed and to use in accordance with the Contract, such of the integrations as built into that App. 

4.2. Mapify will, as part of the Services and at no additional cost to the Client, provide the Client with Mapify's standard Client support services during Normal Business Hours in accordance with Mapify's Support Services Policy.

4.3. The Client acknowledges and agrees that it is responsible for technical support of all Client Systems. 

4.4. Where any Update to existing functionality is produced by Mapify, Mapify may roll out the Update to the Client, provided the Client has paid all Fees due.

5. Users and Content 

5.1. Subject to the Client paying the Fees in accordance with clause 14.1, the restrictions set out in this clause 5 and the other terms and conditions of the Contract, Mapify hereby grants to the Client a non-exclusive, non-transferable right during the Subscription Term: 

5.1.1. to permit the Authorised Users to use the Services and the Documentation solely to upload and run the Software on the Client Systems; 

5.1.2. to integrate the Software into any Surface, to provide the Client Content, solely as integrated into the Software, to End-Users and to permit the Software to be used in association with the Client's IPRs;  

5.1.3. to promote Surfaces incorporating the Software to End-Users, subject to clause 18.7;  

6. Software

6.1. The Client shall not: 

6.2. except to the extent expressly permitted under the Contract, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or 

6.2.1. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; 

6.2.2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; 

6.2.3. Use the Services and/or Documentation to provide services to third parties; 

6.2.4. subject to clause 21.2, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, provided that the provision of Services to End-Users is permitted to the extent necessary to enable them to use the relevant Surface; 

6.3. The Client shall: 

6.3.1. use all reasonable endeavours to prevent any unauthorised access to or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Mapify; and 

6.3.2. comply with any further obligations set out in the Documentation that govern the use of the Services or development of the Software.

6.4. The rights provided under this clause 6 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client. 

7. Third-party Providers

7.1. The Client acknowledges and agrees that: 

7.1.1. The App may require data through the Mapify Data Upload function (spreadsheet, CSV or manual entry), the Mapify App API or access to third-party APIs and/or software (“Third Party Software”);

7.1.2. Mapify has no control over the Third Party Software and has no relationship with the provider of the Third Party Software (“Third Party Provider”);  

8. Mapify's Obligations

8.1. Mapify warrants that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care. 

8.1.1. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

9. Work Carried Out Outside the Agreed App / Changes to Specifications

9.1. If during the Contract the Client asks for any changes to the Services or the Contract; requirement change or specification including:

9.1.1. changes to the Proposal;
9.1.2. changes to the Configuration Requirements;
9.1.3. an Enhancement or additional Module; and/or
9.1.4. changes to the Client’s requirements;

9.2. which in Mapify’s reasonable opinion gives rise to:
9.3. a service which Mapify has not already agreed to provide to the Client; or
9.4. a change to the Services or specifications that Mapify has already agreed to provide to the Client,

9.5. then:
9.6. Mapify will endeavour to notify the Client of any additional costs before Mapify commences any work.

10. Client's Obligations

10.1. The Client shall:

10.1.1. Provide Mapify with:
10.1.1.1. all necessary cooperation in relation to the Contract; and
10.1.1.2. all necessary access to such information as may be required by Mapify,

10.2. in order to provide the Services, including Client Content, security access information and configuration services;

10.3. without affecting its other obligations under the Contract, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under the Contract;

10.4. carry out all other Client responsibilities set out in the Contract in a timely and efficient manner. In the event of any delays in the Client's provision of such assistance as agreed by the parties, Mapify may adjust any agreed timetable or delivery schedule as reasonably necessary;

10.5. ensure that the Authorised Users and End-Users use the Services and the Documentation in accordance with the terms and conditions of the Contract and shall be responsible for breach of the Contract caused or contributed to by any acts or omissions on the part of any Authorised User or End-User;

10.6. obtain and shall maintain all necessary licences, consents, and permissions necessary for Mapify, its contractors and agents to perform their obligations under the Contract, including the provision of the Services;

10.7. ensure that its network and systems comply with the relevant specifications provided by Mapify from time to time;

10.8. be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Mapify's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client's or any End-User's network connections or telecommunications links or caused by the internet;

10.9. as between the parties, be responsible for responding to all third-party requests concerning the use of the Services by the Client or any End-User.

11. Client Systems

11.1. The Client is responsible for ensuring that the Client Systems meet any specification set out in the Documentation to receive the Services.

11.2. Mapify may need, at times during the Term, to access the Client Systems remotely for the purposes of inspecting, testing and supporting the Services.

11.3. The Client shall ensure that no Client Systems are connected to a third-party API system or other service, communications system or network in such a way that the Service may be accessed by unauthorised third parties.

12. Task Data

12.1. The Client shall own all right, title and interest in and to all of the Task Data and shall have sole responsibility for:

12.1.1. the legality, reliability, integrity, accuracy and quality of the Task Data;
12.1.2. any losses of data, programs, breaches of security, viruses and disabling or harmful devices that the Authorised User or End-User may download or otherwise experience, introduced by the Client.

12.2. Mapify may modify or adapt Task Data in order to transmit, display or distribute it over computer networks and in various media and/or make changes to the Task Data as are necessary to perform the Services, including for reasons such as to conform and adapt it to any requirements or limitations of any networks, devices, services or media.

13. Client Content

13.1. The Client (or its licensors) shall own all IPRs in and to all of the Client Content and any Surface and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Content.

13.2. The Client hereby grants to Mapify a non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of the IPRs in the Client Content for the sole purpose of enabling Mapify to provide the Services to the Client in accordance with the Contract.

13.3. The Client acknowledges and agrees that:
13.3.1. Mapify may include the Client's name or logo in a list of Mapify's Clients in any medium;
13.3.2. Mapify may refer to the Client, orally or in writing, as a Client of the Services for promotional, marketing and financial reporting purposes.

13.4. The parties acknowledge and agree that:
13.4.1. Mapify is not responsible or liable for the deletion of or failure to store any of the Software, the Client Content, and other communications maintained or transmitted through the use of the Services;
13.4.2. The Client is solely responsible for securing and backing up all Client Systems and Client Content.

13.5. The Client warrants that any Client Materials the Client provides Mapify with under this Contract do not infringe the Intellectual Property Rights of any third party.

13.6. The Client shall indemnify Mapify and keep Mapify indemnified and hold Mapify harmless in respect of all costs, or losses sustained or incurred by Mapify (including any legal costs, any direct, indirect or consequential losses, loss of profit and loss of reputation), that arise directly or indirectly from a breach of the warranty in clause 13.5.

14. Charges and Payment

14.1. The Client shall pay the Fees to Mapify in accordance with clause 14 and the Service Schedule.

14.2. The Client shall, on the Effective Date, provide to Mapify valid, completed Direct Debit details and complete contact and billing details and if the Client provides its credit or debit card details to Mapify, the Client hereby authorises Mapify to bill such card via the payment provider:

14.2.1. on the Effective Date for the full Licence Fee
14.2.2. on Acceptance for the balance of the Configuration Fee (if applicable) and the Subscription Fees payable in respect of the Initial Term
14.2.3. subject to clause 18.1, on expiry of the Initial Term for the Subscription Fees payable in respect of the next month and thereafter the Subscription Fees shall be billed monthly

14.3. If Mapify has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Mapify:

14.3.1. Mapify may, without liability to the Client, disable the Client Account and password and the Client's access, and all End-User Accounts and passwords and End-Users' access, to all or part of the Services, and Mapify shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid
14.3.2. Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Monzo Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment

14.4. All amounts and fees stated or referred to in the Contract:
14.4.1. shall be payable in pounds sterling
14.4.2. are, subject to clause 21.4, non-cancellable and non-refundable
14.4.3. are exclusive of value-added tax (VAT), which shall be added to Mapify's invoice(s) at the appropriate rate, provisioned through the payment provider portal

14.5. Mapify shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 90 days' prior notice to the Client, and the Service Schedule shall be deemed to have been amended accordingly

15. Proprietary Rights

15.1. The Client acknowledges and agrees that Mapify and/or its licensors own all IPRs in the Services (whether integrated into a Client System or not), the Documentation and the Software. Except as expressly stated in the Contract, the Contract does not grant the Client any rights to, or in, any IPRs or any other rights or licences in respect of the Services, the Documentation or the Software.

15.2. Mapify confirms that it has all the rights in relation to the Services, the Documentation and the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

15.3. Nothing in this clause 15 shall restrict the right of the Client to ownership, copying and use of the Task Data or Client Content in any way.

16. Data Protection

16.1. In clause 16 the following words shall have the following meanings:

16.1.1. “Data Protection Legislation” shall mean any law, statute, regulation, rule or other binding restriction regarding the protection of individuals with regards to the processing of their personal data to which a party is subject, including the DPA, any other European Union legislation which applies to a party and any code of practice or guidance published by the Information Commissioner’s Office from time to time
16.1.2. “DPA” shall mean the Data Protection Act 2018
16.1.3. “process”, “personal data”, “data processor”, “data controller”, “data subject” shall have the terms given to them in the Data Protection Legislation

16.2. If and to the extent that Mapify processes any personal data in connection with the Services, the parties acknowledge that, for the purposes of the Data Protection Legislation, the Client is the data controller and Mapify is the data processor

16.3. Both parties will comply with all applicable requirements of the Data Protection Legislation

16.4. Any changes made or additions to the requirements of the Client in respect of its data processing requirements shall be dealt with via clause 10

17. Confidentiality

17.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Contract. A party's Confidential Information shall not be deemed to include information that:
17.1.1. is or becomes publicly known other than through any act or omission of the receiving party
17.1.2. was in the other party's lawful possession before the disclosure
17.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure
17.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence
17.1.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body

17.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Contract

17.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents (and also, in the case of the Client only, by the End-Users) in breach of the terms of the Contract

17.4. Mapify shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, except any third party subcontracted by Mapify to perform services related to maintenance and back-up of Client Content and Client Systems

17.5. The parties acknowledge that:
17.5.1. Mapify's Confidential Information includes details of the Services, and the results of any performance tests of the Services
17.5.2. The Client's Confidential Information includes the Client Content and details of all Client Systems

17.6. The above provisions of this clause 17 shall survive termination of the Contract, however arising

17.7. No party shall make, or permit any person to make, any public announcement concerning the Contract without the prior written consent of the other parties (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

18. Term and Termination

18.1. The Contract shall, unless otherwise terminated as provided in this clause 18, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed after each Renewal Period, unless:
18.1.1. Either party notifies the other party of termination, in writing, at least 40 Business Days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period
18.1.2. otherwise terminated in accordance with the provisions of the Contract

18.2. The Initial Subscription Term, together with any subsequent Renewal Periods, shall constitute the Subscription Term

18.3. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
18.3.1. The other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment
18.3.2. the other party commits a material breach of any other term of the Contract, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so

19. Indemnity

19.1. The Client shall defend, indemnify and hold harmless Mapify against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
19.1.1. the Client Content or any Client System
19.1.2. the Client's IPRs
19.1.3. the Client's or any End-User's use of the Services and/or Documentation

19.2. Mapify shall defend the Client, its officers, directors and employees against any claim that the use of any of the Services or the Documentation by the Client in accordance with the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that this indemnity does not apply to the extent that any such claim is based on the use of any Open-Source Software

19.3. The obligations of the Client and Mapify under clauses 20.1 and 20.2, respectively, are conditional on:
19.3.1. the indemnifying party being given prompt notice of any relevant claim
19.3.2. the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party's expense
19.3.3. the indemnifying party is given sole authority to defend or settle such claim

19.4. Except as specifically provided in the Contract, the enforcement and protection of a party's IPRs shall be in the sole discretion and control of that party, and any recoveries resulting from such enforcement or protection actions shall be retained by that party

19.5. In the defence or settlement of any claim, Mapify may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Contract on two Business Days' notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client

19.6. In no event shall Mapify, its employees, agents and subcontractors be liable to the Client to the extent that the alleged infringement is based on:
19.6.1. a modification of the Services or Documentation by anyone other than Mapify

20. Limitation of Liability

20.1. This clause 20 sets out the entire financial liability of Mapify (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Client, its Authorised Users or any End-User:
20.1.1. arising under or in connection with the Contract
20.1.2. in respect of any use made by the Client, its Authorised Users or any End-User of the Services and Documentation

20.2. Except as expressly and specifically provided in the Contract:
20.2.1. The Client assumes sole responsibility for results obtained from the use of the App and the Documentation by the Client or any End-User. Mapify shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mapify by the Client or any End-User in connection with the App, or any actions taken by Mapify at the Client's direction
20.2.2. Mapify's total aggregate liability in contract (including in respect of the indemnity at clause 20.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the total Subscription Fees paid during the 12 months immediately preceding the date on which the claim arose

21. General

21.1. Mapify shall not be liable for any failure or delay in performing its obligations as a result of a Force Majeure Event. If a Force Majeure Event continues for more than 14 days, Mapify shall be entitled to terminate the Contract by giving 7 days’ notice in writing

21.2. If the Client is unhappy with any aspect of the Services, please contact Mapify on the contact details set out on its website

21.3. If a dispute arises between the parties in relation to the Contract in any way, the parties shall first try in good faith to amicably resolve the dispute within 28 days of the dispute arising

21.4. The Contract and any dispute arising out of or in connection with its subject matter or formation shall be governed by and construed in accordance with English law, and the parties submit to the courts of England & Wales having exclusive jurisdiction in relation to such

22. Definitions

22.1. The definitions in this clause apply in the Terms. 

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