Terms of Use for Map Cover products and services

Map Cover Limited of 146 High Street, Holywood, BT18 9HS (“Map Cover”) provides insurance-related data products and software analytics services (the “Solutions”).  By purchasing and using any such products and services made available to you by Map Cover, you are accepting these terms of use, and you (referred to in this Agreement as the “Customer”) agree to be bound by them in relation to all use of the Solutions.

1.     Definitions

The following definitions apply in this Agreement:

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for business in Northern Ireland.

Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation customer data, all technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;all business and marketing plans and projections, details of agreements and arrangements with third parties; all financial information, pricing schedules and structures, product margins, remuneration details and investment outlays; all information concerning any employee, customer, contractor, supplier or agent of the relevant party; the party's policies and procedures, and includes all data made available to the Customer and its Users through the receipt and use of the Solutions but excludes information that the other party can establish is known by or is in the other party's possession or control other than through a breach of this document and is not subject to any obligation of confidence; or is in the public domain other than by a breach of this document or any obligations of confidence.; or is independently developed by or on behalf of the receiving party without reference to or use of the disclosing party's Confidential Information.

Data Protection Legislation means Regulation (EU) 2016/679 of the European Parliament and of the Council, (the General Data Protection Regulation); any other existing or future law, directive or regulation (anywhere in the world) relating to the Processing of Personal Data or privacy, to which Map Cover is subject.

Data Controller, Data Processor, Data Subject, Processing and Personal Data have the meanings given to those expressions or any equivalent or corresponding expressions in the Data Protection Legislation.

Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party: act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.

Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trade marks, brand names, business names, domain names and other forms of intellectual property;

Intellectual Property Rights means, for the duration of the rights in any part of the world, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

User means any individual authorised by the Customer to use the Solutions purchased by the Customer.

2.     The Solutions

2.1.    Map Cover shall make available to the Customer such Solutions as the Customer has purchased access to from Map Cover (as specified in any invoice or similar document issued by Map Cover), in accordance with the terms of this Agreement and any associated invoice, for the period of time specified on any invoice, provided that the Customer has met all of its payment and other obligations set out in this Agreement.

2.2.    Map Cover reserves the right to upgrade, maintain, backup, amend, add or remove features, redesign, improve or otherwise alter the Solutions at its sole discretion.  Map Cover shall not amend the Solutions in a manner that would fundamentally decrease the utility of the Solutions to the Customer, other than in accordance with the terms of this Agreement.

3.     Payment of fees

3.1.    The Customer shall pay the fees notified to it by Map Cover for use of the Solutions.  No refunds are payable for any fee under any circumstances.

3.2.    All invoices for the use of the Solutions must be paid within 30 days of receipt.  If full payment is not received by such date, Map Cover may suspend provision of or withhold access to the Solutions for the Customer and its Users until such payment is received.  Map Cover reserves the right to charge interest for any late payments at 4% above the prevailing Bank of England base rate.

3.3.    All prices are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind unless otherwise stated.

3.4.    The Customer shall pay all invoices for the use of in full, and shall have no right of set off for any liability it may claim to be owed to it by Map Cover at any time.

4.     Use of the Solutions

4.1.    Subject to compliance with the terms and conditions of this Agreement, the Customer and its Users are granted a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Solutions for the duration of this Agreement for internal business analytics purposes only.

4.2.    Unless otherwise agreed in writing with Map Cover, the Customer shall only permit access to the Solution to individuals within its organisation.  Account access details must not be shared with anyone outside of the Customer’s organisation unless otherwise agreed in writing with Map Cover.

4.3.    The Customer is solely responsible for the security of usernames and passwords issued to it.

4.4.    Map Cover may revoke or suspend access to the Solutions at any time if the Customer or any User is in breach of this Agreement and has failed to comply with Map Cover’s reasonable request to remedy such breach within a reasonable time period.

4.5.    The Customer shall ensure that each of its Users is aware of and complies with the terms of this Agreement, and the Customer shall remain liable to Map Cover for any breach of this Agreement by its Users, and any losses or damages that Map Cover may suffer as a result of any such breach.

4.6.    The Customer agrees that it shall only use the Solutions for legal purposes and shall not use it to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Map Cover in its sole discretion. 

4.7.    The Customer shall have no permission to re-sell or otherwise make available the Solutions (or the data available within them) to any third party.

5.     Compliance with data privacy laws

5.1.    To the extent applicable, Map Cover and the Customer will comply with all requirements of the Data Protection Legislation.

5.2.    The Customer acknowlegdes that Map Cover shall act as an independent Data Controller in relation to the provision of the Solutions, and that Map Cover shall not be deemed to be a Data Processor of any Personal Data provided to it by the Customer or any User

5.3.    Map Cover shall be entitled to make any reasonable amendment to this section 5 necessary for compliance with the Data Protection Legislation and the requirements and recommendations of any appropriate data protection supervisory authority or regulator.

6.     Intellectual Property

6.1.    The Customer shall not use the Solutions for any purpose other than those specified in this Agreement without the prior written consent of Map Cover.

6.2.    The Customer acknowlegdes that the Solutions incorporate data provided by third parties which Map Cover has appropriate authority to use, and the Customer agrees that such is protected by Intellectual Property Rights that it shall not infringe or attempt to circumvent.

6.3.    The Customer agrees and accepts that the Solutions are the Intellectual Property of Map Cover and its licensors and the Customer warrants that it and its Users will not:

6.3.1. copy or adapt or otherwise use the Solutions for their own commercial purposes other than as permitted in this Agreement; and

6.3.2. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Solutions or any documentation associated with it.

6.4.    The Solutions and all content and data within them remain the Intellectual Property of Map Cover and its licensors, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information provided by the Customer or any other party.

6.5.    Map Cover hereby indemnifies the Customer in relation to any claims, losses, damages and costs that the Customer may suffer as a result of any claim that the Customer’s use of the Solutions in accordance with this Agreement and any instructions provided by Map Cover to the Customer infringes the Intellectual Property Rights of any third party.  This indemnity shall not apply to any use of the Solutions by the Customer or any User otherwise than in accordance with Map Cover’s reasonable instructions.

7.     Confidentiality

7.1.    Each party acknowledges and agrees that:

7.1.1. the Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);

7.1.2. it owes an obligation of confidence to the Discloser concerning the Confidential Information;

7.1.3. it must not disclose the Confidential Information to a third party except as permitted in this Agreement;

7.1.4. all Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and

7.1.5. any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

7.2.    A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:

7.2.1. any actual, suspected, likely or threatened breach by it of any obligations it has in relation to the Confidential Information.

7.2.2. any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or

7.2.3. any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

7.3.    The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:

7.3.1. any actual, suspected, likely or threatened breach of a term of this Agreement; or

7.3.2. any theft, loss, damage or unauthorized access, use or disclosure of or to any Confidential Information that is or was in its possession or control.

8.     Warranties

8.1.    Map Cover shall use commercially reasonable efforts to make the Solutions available to the Customer in accordance with any timescale notified to them, but makes no warranty as to the availability or time of delivery in relation to the Solutions.

8.2.    Map Cover warrants that it will use industry standard measures to maintain the security of the Solutions, and that it will fix defects in the software in a prompt manner.

8.3.    Except as otherwise provided in this Agreement, the Customer acknowledges and agrees that the Solutions (including all content, data, function, and services within them) is based on third party data sources and is provided "as is," without additional warranty of any kind, either express or implied, including any additional warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose. In particular, Map Cover shall not be liable in any way for the accuracy or completeness of the content of the third party insurance policies that are made available to the Customer through the Solutions.

8.4.    Map Cover does not warrant that the Solutions (or the function, content or services made available within it) will be timely, secure, uninterrupted or error free. Map Cover makes no warranty that the Solutions will meet the Customer’s expectations or requirements. No advice, results or information, or data whether oral or written, obtained through the Solutions shall create any warranty not expressly made herein. If a Customer is dissatisfied with the Solutions, the sole remedy is to discontinue using them.

8.5.    The Customer acknowledges that certain of the Solutions may be hosted on third party infrastructure, and Map Cover shall not be liable to Customer for any costs, losses, damages, downtime, or other liability arising from the use of or reliance upon such third party infrastructure.

8.6.    Map Cover does not endorse, warrant or guarantee any third party insurance (or related) products or services, the details of which may be made available to the Customer through the Solutions. Map Cover is not a party to, and does not monitor, any transaction between Customers and third party insurance providers.

8.7.    Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

9.     Liability & Indemnity

9.1.    The Customer agrees that it uses the Solutions at its own risk.

9.2.    The Customer acknowledges that Map Cover is not responsible for the conduct or activities of any User and that Map Cover is not liable for such under any circumstances.

9.3.    The Customer agrees to indemnify Map Cover for any loss, damage, cost or expense that Map Cover may suffer or incur as a result of or in connection with the use by the Customer or its Users of the Solutions, including any breach by the Customer or any of its Users of this Agreement.

9.4.    Except as required by law, Map Cover’s maximum liability to the Customer or any User in relation to this Agreement shall not exceed the fees paid under this Agreement in the twelve months preceding the date of the liability arising.

9.5.    In no circumstances will Map Cover be liable for any incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Customer or any User's access to, or use of, or inability to use the Solutions, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not Map Cover knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.

10.   Termination

10.1. Map Cover may terminate this Agreement on no less than 30 days' written notice to the Customer. Map Cover shall only provide a pro-rata refund to a Customer if Map Cover terminates this Agreement without cause; or the Agreement is terminated as the result of a breach by Map Cover.

10.2. Where a party is in material breach of this Agreement, and has failed to remedy such breach within 28 days of notification by the other party, the other party may terminate this Agreement by giving written notice of termination, which shall become effective 5 Business Days after the date of the notice.

10.3. Either party may terminate this Agreement immediately by notice, if either party:

10.3.1.    stops or suspends or threatens to stop or suspend payment of all or a class of its debts;

10.3.2.    is insolvent under company law;

10.3.3.    has an administrator appointed in respect of it;

10.3.4.    has an order made or a resolution passed for its winding up or dissolution or it enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;

10.3.5.    has any security enforced over, or a distress, execution or other similar process levied or served against, the whole or a substantial part of its assets or undertaking; or

10.3.6.    is subject to any event which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.

10.4. Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

10.5. Rights and obligations under this Agreement shall survive termination of this Agreement where reasonably required to give commercial effect to such rights and obligations.

11.   Force Majeure

11.1. If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:

11.1.1.    specify the obligations and the extent to which it cannot perform those obligations;

11.1.2.    fully describe the event of Force Majeure;

11.1.3.    estimate the time during which the Force Majeure will continue; and

11.1.4.    specify the measures proposed to be adopted to remedy or abate the Force Majeure.

11.2. Following a notice of Force Majeure in accordance with section 11.1 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

11.3. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

11.4. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party's failure to carry out its obligations under this Agreement.

11.5. The term of this Agreement will not be extended by the period of Force Majeure.

12.    Governing Law & Jurisdiction

12.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of Northern Ireland.

12.2. Each Party expressly agrees that exclusive jurisdiction for resolving any claim or dispute between the Customer and Map Cover relating in any way to use of the Solutions shall be with the courts of Northern Ireland.

13.   Other provisions

13.1. The Customer may not assign or otherwise sublicense or transfer any of its rights and obligations under this Agreement.

13.2. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

13.3. The relationship of the parties to this Agreement does not form a joint venture or partnership.

13.4. The Customer agrees that Map Cover may reference the Customer’s use of the Solutions in its promotional materials.

13.5. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

13.6. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.