Terms and conditions UK

TERMS AND CONDITIONS WEB GEO SERVICES LTD

January 1, 2025

RECITALS

  1. The Supplier is in the business of reselling products from different publishers (for example, Google Maps and Google Cloud Platform services) and related services, and providing the Services, as more particularly described in Schedule 2 (Services).
  2. In relation to Recital A above, the services the Supplier is providing relate to setting up the sub-billing accounts for the Customers, as such services are more particularly described in Schedule 2 (Services).
  3. The Supplier wishes to provide and the Customer wishes to obtain the services under these terms and conditions.

IT IS HEREBY AGREED

  1. Interpretation
    1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Contract.
    2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
    3. The Schedules form part of this Contract and shall have effect as if set out in full in the body of this Contract. Any reference to this Contract includes the Schedules.
    4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    7. This Contract shall be binding on, and enure to the benefit of, the parties to this Contract and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.
    8. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
    9. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    10. A reference to writing or written includes email.
    11. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    12. A reference to this Contract or to any other document referred to in this Contract is a reference of this Contract or such other document as varied or novated (in each case, other than in breach of the provisions of this Contract) from time to time.
    13. References to clauses and Schedules are to the clauses and Schedules of this Contract and references to paragraphs are to paragraphs of the relevant Schedule.
    14. 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.
  2. Commencement and duration
    1. Subject to clause 7.3 below, the Term of this Contract shall commence on the Commencement Date and shall continue until:
      1. in relation to a Customer on a Budget Plan: (i) an Order Form ceases to be active by virtue of the Customer’s prepaid volume of services being exhausted or the usage period indicated on the Order Form expires, and no new Order Form is executed; or (ii) the Customer giving two (2) month’s written notice to terminate this Contract; or
      2. in relation to a Customer on a Monthly Use Plan, the Contract is terminated by the Customer giving two (2) month’s written notice to terminate this Contract; or
      3. the Contract is otherwise terminated in accordance with clauses 13 (Termination) or 14 (Force Majeure).
    2.  The Supplier shall provide the Services to the Customer in accordance with this Contract.
    3. Subject to clause 2.4 below, the Customer shall be able to use the Products from the Go Live Date.
    4. The Customer acknowledges and agrees that the Supplier is dependent on the Publisher opening the account before the Customer can use the Products. The Supplier shall not be liable for any time delay caused by the Publisher in the Customer accessing the Products.
  3. Services
    1. The Supplier shall use reasonable endeavours to manage and complete the Services. 
    2. The Supplier shall use reasonable endeavours to meet any performance dates specified in Schedule 2 or the Order Form but any such dates shall be estimates only and time for performance by the Supplier shall not be of the essence of this Contract.
    3. The Supplier shall provide the Services with reasonable care and skill.
    4. The Customer is responsible for ensuring the Products are suitable for the Customer’s requirements. The Customer confirms it has carried out all due diligence in relation to the Products prior to entering into this Contract.
    5. The Supplier makes no representation or warranty that the Products will meet the Customer’s requirements.
  4. Customer’s obligations
    1. The Customer :
      1. shall co-operate with the Supplier in all matters relating to the Services;
      2. shall comply with the Publisher TOS including all access to and use of the Publisher Products;
      3. shall periodically review the Publisher TOS to ensure compliance with any updates;
      4. shall obtain and maintain any consents required from its end users to allow:
        1. the Supplier to perform its obligations under the Contract; and
        2. the Publisher to perform its obligations under the Publisher TOS;
      5. acknowledges that the Publisher may make changes to the Products and/or the terms of such Products. Such changes shall apply from the dates and timing specified by the Publisher, and the Customer is responsible for staying up to date with and complying with such changes; and
      6. and the Supplier acknowledge and agree that they will comply with the Publisher’s acceptable use policies as are in force from time to time.
    2. If the Supplier’s performance of its obligations under this Contract is prevented or delayed by any act or omission of the Publisher or the Customer, either of their agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Supplier shall be allowed an extension of time to perform its obligations equal to the delay caused by the Publisher or the Customer.
  5. Non-solicitation
    1. The Customer shall not, without the prior written consent of the Supplier, at any time from the Commencement Date to the expiry of 12 months after the termination or expiry of this Contract, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
  6. Changes
    1. The Supplier is entitled to change the terms of the Contract from time to time and by the Customer’s continued use of the Products and/or the Services, the Customer is deemed to accept and be bound by such changes to the terms of the Contract.
    2. Without prejudice to clause 6.1 above, the Supplier will use reasonable endeavours to notify the Customer of any changes to the terms of the Contract as soon as reasonably practicable.
  7. Charges and payment
    1. The Unit Prices and other estimated volumetric measures set out on the Order Form are indicative and are only for the purposes of the Customer managing its budget.
    2. The Customer acknowledges and agrees that:
      1. the Unit Prices set out on the Order Form are the Publisher and/or the Supplier’s rates for the Products which are based on the Customer’s monthly usage, determined at the end of each month;
      2. each month, the Publisher will issue a report which sets out: (i) the Customer’s volume usage of each Product for the previous month as calculated by the Publisher; (ii) the Unit Price applicable to the Customer for each Product based on such volume usage; and (iii) the Charges payable for that month based on the volume usage multiplied by the Unit Price for each Product, as calculated by the Publisher.
    3. Notwithstanding the rest of this clause 7 :
      1. the Customer shall pay the Charges which shall be based on its actual usage of the Products, calculated by using the Unit Prices actually levied by the Publisher against such actual usage by the Customer, in accordance with the terms on the Publisher website; and
      2. the Supplier shall be entitled to charge (and the Customer shall pay) for any usage of the Products by the Customer outside of or beyond the period of an Order Form.
    4. Where the Customer is on a Budget Plan and makes a prepayment, such prepayment will be used to pay for the Customer’s monthly usage of the Products until such prepayment is exhausted or the license period expires, at which point the Contract (including the Order Form) shall expire in accordance with clause 2.1.1(i) above. Each invoice or credit note will be increased by an administrative fee of £50, potentially increased by administrative fees charged by the Customer (billing platform access, bank fees, etc.). In the event of non-billable use or non-use of the Products for a period exceeding 12 months, the Contract (including the Order Form) shall expire. If the Customer wishes to continue using the Products, it shall execute a new Order Form. In the event of non-use of the Products for a period of more than 12 months, the Contract (including the Order Form) shall expire. If the Customer wishes to continue using the Products, it shall execute a new Order Form.
    5. In the event of non-use of the Products for a period of more than 12 months, the Contract (including the Order Form) shall expire.
    6. Subject to clause 7.4 above, the Supplier shall invoice the Customer monthly in arrears, at the beginning of each month, for the Costs due for the previous month based on the actual usage during that previous month, as set out in the report issued by the Publisher referred to in clause 7.2.2 above, plus an administrative fee of £50 per invoice or credit note, which may be increased by administrative fees charged by the Customer (billing platform access, bank fees, etc.).
    7. The Supplier will use reasonable endeavours to notify the Customer of any changes to pricing, fees or rates as soon as reasonably practicable. The Customer acknowledges that the Publisher is entitled to change its pricing, fees or rates at any time and such changes shall apply from the dates and timing specified by the Publisher. The Customer will be able to see such changes in the live data via the Customer’s console.
    8. Subject to clause 7.4 above, the Supplier shall invoice in arrears the Customer at the beginning of each month for the Charges due for the previous month based on the actual usage for that previous month as set out in the report from the Publisher referred to in clause 7.2.2 above, plus a monthly administrative fee of £50, possibly increased by administrative fees charged by the Customer (billing platform access, bank fees, etc.). In the case of Overage invoicing, payment is made upon receipt of the invoice.
    9. Where a Customer is on a Budget Plan, has made a prepayment and has subsequently terminated this Contract in accordance with 2.1.1(ii) above, in the event that there is a prepaid surplus amount of more than £1,000 following expiry of the notice to terminate, the Supplier shall refund the Customer such surplus amount upon the Customer’s request within 30 days of expiry of the notice to terminate, applying a termination fee of £150.
    10. Subject to clause 7.4 above, the Customer shall pay each invoice submitted to it by the Supplier within 30 days of receipt to a bank account nominated in writing by the Supplier from time to time. In the event of Overage invoicing, payment is due upon receipt of the invoice.
    11. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier any sum due under this Contract on the due date:
      1. the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.11.1 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%; and
      2. the Supplier or the Publisher, as applicable, may suspend all or part of the Services or Products respectively until payment has been made in full.
    12. All sums payable to the Supplier under this Contract:
      1. are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;
      2. shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law); and
      3. shall be paid in the currency stated on the applicable Order Form.
  8. Intellectual Property Rights
    1. Save as expressly granted elsewhere in the Contract, neither party will acquire any rights, title or interest in or to any of the Intellectual Property Rights belonging to the other party or other party’s licensors.
    2. Save as expressly granted elsewhere in the Contract:
      1. the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors.
      2. the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors.
    3. All ownership rights, title and Intellectual Property Rights in and to the content accessed through any Products or the Services are the property of the applicable content owner and may be protected by copyright or other applicable laws.
    4. The Supplier grants to the Customer a non-exclusive, non-transferable licence to use the Services and the software to access and use the Products, subject always to the terms and conditions of the Publisher TOS.
    5. In addition to any other remedy available to the Supplier, the Customer shall indemnify and hold harmless the Supplier in full and on demand from and against any and all direct or indirect losses, expenses or penalties (including legal fees and disbursements) and interest incurred by them howsoever arising from the matters listed below:
      1. Infringement of any third party’s Intellectual Property Rights by the Supplier’s use of the Customer’s technology or information in accordance with this Contract;
      2. any deficiency (including penalties and interest) relating to Taxes that are the responsibility of the Customer; or
      3. products or services offered by the Customer in relation to the Products.
  9. Compliance with laws and policies
    1.  In performing its obligations under this Contract, the Supplier shall comply with the Applicable Laws.
    2. Changes to the Services required as a result of changes to the Applicable Laws shall be agreed by authorised representatives of the parties in writing.
  10. Data protection
    1. Each party shall comply with Schedule 3 (Data Protection).
    2. The Customer acknowledges that certain Personal Data will be transferred to the Publisher for the benefit of the Customer obtaining the Services and accessing the Products. The parties acknowledge that the Customer is a Data Controller and that the Publisher and the Supplier are each Data Processors. The Supplier will only use the Personal Data for the purposes of providing the Service and allowing the Publisher to provide the Products.
    3. The parties acknowledge and agree that any data collected by the Publisher as a result of the Customer’s use of the Products shall remain the responsibility of the Publisher and the Supplier shall not be liable for such data.
  11. Confidentiality
    1. Each party undertakes that it shall not at any time during this Contract, and for a period of twelve months after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.
    2. Each party may disclose the other party’s confidential information:
      1. to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 11;
      2. if at the time of disclosure such information is publicly available;
      3. if the receiving party can demonstrate such information was known to it prior to the disclosing party’s disclosure of such information to the receiving party;
      4. if such information is independently developed by the receiving party; or
      5. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
        article 11 ; 
    3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
  12. Limitation of liability
    1. Nothing in this Contract limits any liability which cannot legally be limited, including but not limited to liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation;
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) and;
      4. liability for losses under clause 8.5.
    2. Subject to clauses 12.1, 12.3 and 12.5, each party’s total aggregate liability to the other party in connection with this Contract is limited to the greater of:
      1. the amount paid and payable by the Customer to the Supplier under this Contract in the relevant Contract Year; and
      2. fifty-six thousand euros (£56,000).
    3. The following types of loss are wholly excluded:
      1. Loss of profits;
      2. Loss of sales or business;
      3. Loss of agreements or contracts;
      4. Loss of anticipated savings;
      5. Loss of use or corruption of software, data or information;
      6. Loss of or damage to goodwill; and
      7. Indirect or consequential loss.
    4. Unless otherwise stated in the Contract, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
    5. The Supplier shall be under no liability in respect of the obligations set out in the Publisher TOS (including warranties and indemnities). All liability arising out of the Publisher TOS is between the Publisher and the Customer. However, if the Customer has an issue with an SLA, the Customer shall notify the Supplier in the first instance, so the Supplier is able to inform the Publisher in relation to the SLA issue.
    6. Each party shall use all reasonable endeavours to mitigate any loss or damage suffered arising out of or in connection with this Contract.
  13. Termination
    1. Either party may terminate this Contract with immediate effect by giving written notice to the other party if:
      1. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
      2. 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 any of its creditors;
      3. 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);
      4. an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
      5. the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
      6. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
      7. a creditor or encumbrance of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
      8. 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 13.1.1 to clause 13.1.7 (inclusive); or
      9. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
    2. The Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer commits a material breach of any terms of this Contract which breach is irremediable; or
      2. the Customer repeatedly breaches any of the terms of this Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Contract.
    3. Either party may terminate this Contract with immediate effect by giving written notice to the other party if the other party commits a material breach of this Contract which is remediable and fails to remedy that breach within a period of 30 days after being notified in writing to do so.
    4. The Supplier is entitled to terminate this Contract without cause at any time by giving at least two (2) month’s written notice to the Customer.
    5. The Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
      1. the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than seven (7) days after being notified in writing to make such payment; or
      2. there is a change of control of the Customer (if a company, in the sense of Article L 233-3 of the French Commercial Code).
    6. Notwithstanding the provisions of this clause 13, any termination under this clause is without prejudice to any other rights or remedies the relevant party may have under this Contract, including the payment of lump sums indicated on the Order Form.
    7. On termination or expiry of this Contract the following clauses shall continue in force: clause 1 (Interpretation), clause 5 (Non-solicitation), clause 8 (Intellectual property rights), clause 11 (Confidentiality), clause 12 (Limitation of liability), clause
    8. clause 15 (Waiver), clause 17 (Severance), clause 19 (Conflict), clause 23 (Governing law) and clause 24 (Jurisdiction).
    9. Termination or expiry of this Contract 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 Contract which existed at or before the date of termination or expiry.
  14. Force majeure
    1.  Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation: 
      1. acts of God, flood, drought, earthquake or other natural disaster;
      2. epidemic or pandemic;
      3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
      4. nuclear, chemical or biological contamination or sonic boom;
      5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
      6. collapse of buildings, fire, explosion or accident;
      7. any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
      8. interruption or failure of utility service.
    2. Provided it has complied with clause 14.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this Contract by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
    3. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
    4. The Affected Party shall:
      1. as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Contract; and
      2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
    5. If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than two (2) months, the party not affected by the Force Majeure Event may terminate this Contract by giving one weeks’ written notice to the Affected Party.
  15. Waiver
    1. A waiver of any right or remedy under this Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
    2. A failure or delay by a party to exercise any right or remedy provided under this Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
  16. Rights and remedies
    The rights and remedies provided under this Contract are in addition to, and not exclusive of, any rights or remedies provided by law.
  17. Severance
    1. If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
    2. If any provision or part-provision of this Contract is deemed deleted under clause 17.1 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.
  18. Entire agreement
    1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
  19. Conflict
    1. Subject to Clause 19.2, in the event of and only to the extent of any conflict between the Order Form, the Terms and Conditions and the Schedules, the conflict shall be resolved in accordance with the following order of precedence:
      1. the Terms and Conditions and Schedule 1 (Definitions);
      2. Schedule 2 (Services) and Schedule 3 (Data Protection); and
      3. the Order Form.
    2. In the event of and only to the extent of any conflict between Additional Terms and these Terms and Conditions (excluding the Additional Terms), the Additional Terms shall take precedence.
  20. No partnership or agency
    1. Nothing in this Contract 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.
    2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    3. For the avoidance of doubt, the Customer acknowledges that the Supplier and the Publisher are independent contractors and the Supplier is not the Publisher’s agent or partner or in a joint venture with the Publisher.
  21. Third party rights
    1. Unless it expressly states otherwise, this Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (“CTRPA”) to enforce any term of this Contract.
    2. A person who is not a party to this Contract has no right under the CTRPA to enforce any term of this Contract but this does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
    3. No third party beneficiary may enforce, or take any step to enforce, any provision of this Contract that confers benefits on such third party beneficiary without the prior written consent of the Supplier, which may, if given, be given on and subject to such terms as the Supplier may determine.
    4. Any amendments or modifications to this Contract may be made, and any rights created may be altered or extinguished, by the parties without the consent of any third party beneficiary.
  22. Notices
    1. Any notice or other communication given to a party under or in connection with this Contract shall be in writing and shall be:
      1. 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); or
      2. sent by email to the address specified in the Order Form for each of the Customer and Supplier.
    2. Any notice or communication shall be deemed to have been received:
      1. if delivered by hand, on signature of a delivery receipt; and
      2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service or on the date specified in the delivery receipt; and
      3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 22.2.3, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution, when a bailiff’s service is necessary.
  23. Governing law
    This Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
  24. Jurisdiction
    Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

SCHEDULE 1 – Definitions

Agreed Terms

The following definitions and rules of interpretation apply in this Contract.

Definitions :

Additional Terms the terms and conditions identified in the section called “Additional Terms” of the Order Form.
Affiliate any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
Applicable Laws all applicable laws, statutes, regulations and codes from time to time in force.
Business Day a day, other than a Saturday, Sunday or public holiday in England, when banks in Landon are open for business.
Business Hours the period from 9.00 am to 5.00 pm on any Business Day.
Charges the sums payable by the Customer to the Supplier for the Services and the Customer’s use of the Google Products.
Cloud Services Agreement the agreement between the Supplier and Google for the cloud services, hosted services or internet services.
Commencement Date the date of commencement of the Contract as set out in the applicable Order Form.
Contract the contract for Services between the Customer and Supplier comprising of the applicable Order Form, Terms and Conditions and Schedules.
Contract Year a period of twelve (12) months commencing on the Commencement Date or each anniversary thereof.
Control has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer the person, organisation or company who orders Services from the Supplier using the Order Form.
Publisher the company responsible for the development, marketing, and maintenance of software applications, which has entered into a distribution agreement with the Web Geo Services group, for example, Google, Here, etc.
Estimated Use the Customer’s estimated use of the Google Products as set out in the Order Form.
Google Google Ireland Limited, a company incorporated under the laws of Ireland with offices at Gordon House, Barrow Street, Dublin 4, Ireland (or a related group company) the operator and supplier from time to time of the Google Products, as specified under the Cloud Services Agreement.
Google Product(s) the Google Maps services, Google Cloud Services or any other Google services that Google makes available to the Supplier for resale to the Customer that the Customer selects via the Supplier’s account, as further described on Google’s website, as may be updated from time to time.
Here HERE Europe B.V. located at Kennedyplein 222-226, 5611 ZT Eindhoven, The Netherlands (or a related group company) which is the operator and supplier from time to time of the Here Products, as specified under the Cloud Services Agreement.
Publisher TOS the terms and conditions that govern the use of the Publisher’s Products, available at the Publisher’s website, and any related pricing and rates as set out on the Publisher website, all of which may be updated from time to time.
Go Live Date the target date by which the Customer should have access to and use of the Google Products, such target date to be set out in the applicable Order Form.
Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Monthly Use Plan a monthly payment plan under which the Customer makes monthly payments in arrears to the Supplier for its actual use of the Google Products, based on the previous months volume use.
Order Form the order form containing the quote sent by the Supplier to the Customer with a description of the services and payment terms.
Budget Plan a budget plan under which the Customer makes prepayments to the Supplier for the Services and its use of the Google Products, as set out on the applicable Order Form.
Services the services as set out in Schedule 2 (Services), including services which are incidental or ancillary to such services.
Schedules the schedules attached to these Terms and Conditions.
SLA the applicable Service Level Agreement for the Google Products, as defined in the Google TOS.
Supplier WEB GEO SERVICES LTD incorporated and registered in England and Wales with company number 9746464 whose registered office is at 15th floor, 6 Bevis Marks, Bury Court London EC3A 7BA, England.
Term has the meaning set out in clause 2.1.
Terms and Conditions the Recitals and these terms and conditions from clause 1 to 24, plus any additional terms contained within the Additional Terms.
Unit Price the Google rates of a specific Google Product based on monthly usage, e.g. $7.00 per thousand for 0-100,000 volume usage. For the avoidance of doubt, this is different to the total amount charged each month which would be calculated by multiplying the Unit Price by the volume usage.
VAT value added tax or any equivalent tax chargeable in England and Wales or elsewhere.

 

SCHEDULE 2 – Services Details

  1. Product Delivery
    After the Customer has provided the Supplier with a valid email address and the contact details (full name and email address) of a technical person working within the Customer, the Supplier will: (i) create a sub-billing account for the Customer; and (ii) deliver via email to the Customer a reference number and the necessary information for the Customer to use the Products.All use and access rights to the Products are governed by the Publisher and the Publisher’s Terms of Use
  2. Assistance
    1. Standard Assistance Service
      The Customer can contact the Supplier for any assistance request via the form available on the web page https://help.webgeoservices.com.
      The Supplier will handle these requests by providing the following services:

      • Level 1 and 2 Technical Support: API configuration, key management, incident resolution, and follow-up on billing issues related to the account.
      • Administrative and Commercial Support: Assistance with the registration of legal information, management of documentation (certificates, attestations), and coordination of billing flows.
      • Consumption Monitoring: Upon request, detailed usage reports, proactive monitoring of consumption peaks, and alerts to prevent fraudulent usage.
      • Technology Watch: Information on new features and API deprecations, and assistance with migration to new solutions or versions.
      • Issue Escalation: The Supplier will be responsible for ticket management and the escalation of complex incidents to the Publisher.
    2. Advanced Support Services
      The Supplier offers complementary support services for the optimization and customization of the solution’s use, such as usage audits, workshops, and consultations for new projects. These services, which are distinct from standard support, are subject to pricing and conditions to be defined on a case-by-case basis, in agreement with the Customer.

 

SCHEDULE 3 – DATA PROTECTION

  1. DEFINITIONS
    “Data Controller” Has the meaning given to ‘Data Controller’, or ‘Controller’ as appropriate, in the Data Protection Laws;
    “Data Breach” Means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
    “Data Processor” Has the meaning given to ‘Data Processor’, or ‘Processor’ as appropriate, in the Data Protection Laws;
    “Data Protection Laws” Means any and all laws, statutes, enactments, orders or regulations or other similar instruments of general application and any other rules, instruments or provisions in force from time to time relating to the processing of personal data and privacy applicable to the performance of this Contract, including where applicable the Data Protection Act 1998, the Data Protection Bill, the Regulation of Investigatory Powers Act 2000, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003) as amended or superseded and the GDPR (Regulation (EU) 2016/679);
    “GDPR” Means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing directive 95/46/EC as updated, superseded or repealed from the time to time;
    “Personal Data” Has the meaning given in the Data Protection Laws.
  2. COMPLIANCE WITH DATA PROTECTION LAWS
    1. The parties shall each comply with their respective obligations under the applicable Data Protection Laws.
  3. DATA PROCESSING OBLIGATIONS
    In respect of any Personal Data to be processed by a party acting as Data Processor pursuant to this Contract for which the other party is Data Controller, the Data Processor shall: (i) provide appropriate technical and organisational measures in such a manner as is designed to ensure the protection of the rights of the data subject and to ensure a level of security appropriate to the risk; (ii) not engage any sub-processor without the prior specific or general written authorisation of the Data Controller (and in the case of general written authorisation; the Data Processor shall inform the Data Controller of any intended changes concerning the addition or replacement of other processors, thereby giving the Data Controller the opportunity to object to such changes); (iii) ensure that any sub-processor that is engaged to process such Personal Data by the Data Processor is subject to data protection obligations that are similar to those applicable to the Data Processor under this Schedule; (iv) process that personal data only to perform its obligations under this Contract or other documented instructions and for no other purpose save to the limited extent required by law; (v) on termination of this Contract, at the Data Controller’s option either return or destroy the personal data (including all copies of it) immediately; (vi) ensure that all persons authorised to access the personal data are subject to obligations of confidentiality; (vii) make available to the Data Controller all information necessary to demonstrate compliance with the obligations laid out in Article 28 of GDPR and this Schedule and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller; provided that, in respect of this provision the Data Processor shall immediately inform the Data Controller if, in its opinion, an instruction infringes Data Protection Laws; (viii) taking into account the nature of the processing, provide assistance to the Data Controller, insofar as possible, in connection with the fulfilment of the Data Controller’s obligation to respond to requests for the exercise of data subjects’ rights pursuant to Chapter III of the GDPR to the extent applicable; (ix) provide the Data Controller with assistance in ensuring compliance with articles 32 to 36 (inclusive) of the GDPR (concerning security of processing, data breach notification, communication of a personal data breach to the data subject, data protection impact assessments, and prior consultation with supervisory authorities) to the extent applicable to the Data Controller, taking into account the nature of the processing and the information available to the Data Processor; (x) notify the Data Controller immediately (and in any event, within 24 hours of becoming aware of a security breach) in respect of Personal Data that it processes on behalf of the Data Controller in writing if the Data Processor becomes aware of a Data Breach; (xi) maintain a record of its processing activities in accordance with Article 30(1) of the GDPR.
  4. INTERNATIONAL DATA TRANSFERS
    In respect of any Personal Data to be processed by a party acting as Data Processor pursuant to this Contract for which the other party is Data Controller, the Data Processor shall not transfer the Personal Data outside the EEA or to an international organisation without: (i) obtaining the written permission of the Data Controller; (ii) ensuring appropriate levels of protection, including any appropriate safeguards if required, are in place for the Personal Data in accordance with the Data Protection Laws; (iii) notifying the Data Controller of the protections and adequate safeguards in clause 4.1.2 above; (iv) documenting and evidencing the protections and adequate safeguards in clause 4.1.2 above and allowing the Data Controller access to any relevant documents and evidence.
  5. DETAILS OF PROCESSING ACTIVITIES
    The following table sets out the details of processing as required by Article 28 of GDPR:

    Purpose for which the Personal Data shall be processed For which the Data Processor intends to process the Personal Data
    Description of the categories of the data subjects Customer employees.
    Description of the categories of Personal Data Personal contact details.
    Description of transfers of Personal Data to a country outside of the EEA The Supplier will not store any data outside of the EEA. For the avoidance of doubt, the Supplier is not liable for any data collected by the Publisher as a result of the Customer’s use of the Products.
    The envisaged time limits for erasure of the different categories of Personal Data For the Term of the Contract.
    General description of technical and organisational security measures. The Supplier has appropriate technical and organisational security measures, include SSL encryption and double authentication.

    The Supplier has implemented appropriate technical and organisational security measures, including SSL encryption and double authentication.

     
    Authorised Sub-Processors  None.