1. Definitions and interpretation
1.1 In this Agreement (as defined below), unless the context otherwise requires, the following definitions shall apply:
“Additional Fee” shall be £50 per 1000 impressions per month.
“Agreement” means these Terms and Conditions for Zap-Map Lite together with the
relevant Order Form.
“Business Day” means a day (other than a Saturday, Sunday or public holiday in England)
when banks in London are open for business.
“Category A Client” has the meaning set out in the Order Form.
“Category A Fee”shall be the amount stipulated as such in the Order Form, being the Hosting Fee for Category A Clients.
“Category B Client” has the meaning set out in the Order Form.
“Category B Fee” shall be the amount stipulated as such in the Order Form, being the Hosting Fee for Category B Clients.
“Client” means the client whose details are set out in the Order Form.
“Commencement Date” means the date on which NGC receives the sum of the Hosting Fee for the first Year in cleared funds from the Client provided that this date is a Business Day. If the date on which NGC receives the sum of the Hosting Fee for the first Year in cleared funds is not a Business Day, then the next day following that date which is a Business Day shall be deemed to be the Commencement Date.
“Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its employees, officers, representatives, advisers or sub-contractors involved in the provision or receipt of the Hosted Content who need to know the confidential information in question ( “Representatives”) to the other party and that party’s Representatives in connection with this Agreement, which is either labelled as such or else which should reasonably be considered as confidential because of its nature and the manner of its disclosure.
“Data Protection Laws” means (a) the Data Protection Act 2018, the GDPR, the Privacy and Electronic Communications (EC Directive) Regulations 2003, any other applicable law concerning data protection, privacy or confidentiality and any subordinate or related legislation; (b) any replacement to, addition to, or amendment of, any of the foregoing including any national laws or regulations constituting a replacement or successor data protection regime to that governed by the GDPR; and (c) any other applicable laws concerning data protection, confidentiality or privacy which may come into force from time to time in any relevant jurisdiction.
“Fees” means the Hosting Fee and the Additional Fee.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016, otherwise known as the General Data Protection Regulation.
“Hosted Content” means the Zap-Map Lite Application as incorporated into the Site via the iFrame “Hosting Fee” means the hosting fee which shall payable in accordance with Clause 3 and shall be in the sum of the Category A Fee if the Client is a Category A Client or in the sum of the Category B Fee if the Client is a Category B Client.
“iFrame” means the HTML document used to embed the Hosted Content into the Site and as shall be provided to the Client by NGC following the Commencement Date in accordance with Clause 2.1.
“Initial Term” means a period of one year commencing on the Commencement Date.
“Intellectual Property Rights” means rights, title and interest in:
- (a) patents, trade marks, service marks, trade names, goodwill, registered designs, design rights, semiconductor topography rights, database rights, copyrights and other forms of intellectual or industrial property (in each case in any part of the world, whether or not registered or registrable for their full period of registration with all extensions, renewals and revivals, and including all applications for registration or otherwise);
- (b) inventions, formulae, confidential information (including know-how or secret processes);
- (c) rights in computer software; and
- (d) any similar or equivalent rights and assets which may now or in the future subsist anywhere in the world.
- (a) the period from and including the Commencement Date until and including the last day of the ninth consecutive calendar month that is subsequent to the calendar month in which the Commencement Date falls ( “First Relevant Usage Period”);
- (b) the period from and including the date that follows the last day of the First Relevant Usage Period until and including the date that falls on the last day of the ninth consecutive calendar month that falls subsequent; and
- (c) on a rolling basis, all subsequent consecutive periods of ten calendar months that fall during the Term.
- (a) words in the singular include the plural and vice versa and words in one gender include any other gender;
- (b) a reference to a statute or statutory provision includes:
- (i) any subordinate legislation (as defined in section 21(1), Interpretation Act 1978) made under it; and
- (ii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after the date of this Agreement;
- (c) a reference to:
- (i) any party includes its successors in title and permitted assigns;
- (ii) a party is to a party to this Agreement; and
- (iii) a person includes any individual, firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality)
- (d) the words ‘includes’ or “including” shall be construed as illustrative only and shall not limit the generality of the preceding words;
- (e) if there is any conflict or inconsistency between any clause of this Agreement and the schedule to this Agreement, the clause shall prevail; and
- (f) references to “Clauses”, “Schedule” and “paragraphs” are respectively to clauses of these Terms and Conditions and to the schedule to this Agreement and to paragraphs of the Schedule.
- (a) request that the Client moves to a formal data hosting licence agreement; and
- (b) immediately terminate its provision of Hosted Content and exercise its right pursuant to Clause 10.3 to terminate this Agreement with immediate effect.
- (a) all Intellectual Property Rights in the Hosted Content (including the Zap-Map Lite Data) shall at all times remain the property of NGC or its licensors; and
- (b) no licence or any proprietary right shall be granted to the Client other than as expressly set out in this Agreement.
- (b) any threat or notice of proceedings for intellectual property right infringement which it may receive relating to the Hosted Content and shall provide NGC with all reasonable assistance that may be required in defending any such proceedings.
- (a) fraud or fraudulent misrepresentation;
- (b) death or personal injury caused by negligence; or
- (c) any matter in respect of which it would be unlawful for the parties to exclude liability.
- (a) any loss of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
- (b) any loss or corruption of data or information;
- (c) any loss of anticipated savings or wasted expenditure (including management time); or
- (d) any loss or liability under or in relation to any other contract.
- (a) £10,000 or
- (b) 110% of the total sums paid and total other sums payable, in aggregate, by the Client to NGC under this Agreement in respect of the Fees for that Year.
- (a) is or becomes generally available to the public (other than as a result
of its disclosure by the receiving party in breach of this Clause 9);
- (b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
- (c) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
- (d) was known to the receiving party before the information was disclosed to it by the disclosing party; or
- (e) the parties agree in writing is not confidential or may be disclosed.
- (a) use any Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or
- (b) disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause.
- (a) it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
- (b) at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this Clause 9.
- (a) the Client exercises its right to terminate this Agreement pursuant to Clause 10.2;
- (b) NGC exercises its right to terminate this Agreement pursuant to Clause 10.3; or
- (c) either party exercises the right to terminate this Agreement pursuant to Clause 12 following an event of force majeure;
- (a) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or
- (b) if sent by pre-paid first-class recorded delivery post or other next Business Day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
“Licence Commencement Date” shall be as defined at Clause 2.1.
“Order Form” means the order form completed by the Client and returned to NGC.
“NGC” means Next Green Car Ltd, a company registered in England; Wales under company number 05960749, whose registered office is at Unit 52, Runway East, 1 Victoria St, Redcliffe, Bristol BS1 6AA.
“Permitted Usage” means up to and including the 750 impressions per month on the URL where the iframe is hosted on the Client’s site “Relevant Usage Period” shall mean:
“Relevant Year”shall be as defined at Clause 10.4.
“Site” means the Client’s website as more particularly described in the Order Form.
“Term” means the period from the Commencement Date until the date on which this Agreement is terminated.
“Year” means any period of 12 consecutive months from the Commencement Date or from each anniversary thereafter.
“Zap-Map Lite Data” means the electric car charging points data and related data which is displayed on the Zap-Map Lite Application.
“Zap-Map Lite Application” means a software mapping tool which consists of the Zap-Map Lite Data for the United Kingdom (UK) and Republic of Ireland (ROI) and other electric car charging points elements integrated with Google Maps features.
1.2 In this Agreement, unless the context otherwise requires:
2. Licence of Hosted Content
2.1 Within two Business Days of the Commencement Date, NGC shall make the Hosted Content available to the Client to access and use (via the iFrame) on the Site as contemplated by this Agreement (“Licence Commencement Date”).
2.2 In consideration of payment by the Client of the Hosting Fees and any Additional Fees as may be applicable, NGC grants the Client a revocable, non-exclusive, non-sub-licensable, non-transferable licence to access and use (via the iFrame) the Hosted Content on the Site from the Licence Commencement Date until the date of termination of this Agreement.
2.3 NGC may, in its absolute discretion, amend the Hosted Content from time to time.
2.4 Upon termination of this Agreement, howsoever arising, the Client shall immediately cease all use of the Hosted Content on the Site and remove the iFrame from the Site.
2.5 The Client shall inform NGC Site URL where the iframe will be hosted on the Order Form, and will update NGC if this changes during the Term of the Agreement.
3. Payment of Fees
3.1 Following NGC’s receipt of a duly completed Order Form from the Client, NGC shall provide the Client with its applicable invoice for the Hosting Fees for the first Year. Thereafter, NGC shall provide the Client with its applicable invoice for the Hosting Fees for subsequent Years 30 days prior to the respective anniversary of the Commencement Date.
3.2 The Client shall pay the Hosting Fee for the first Year in cleared funds in advance. The Client shall pay the Hosting Fee for each subsequent Year in cleared funds in advance and within 30 days of the date of NGC’s applicable invoice.
3.3 If during a calendar month that falls during the Term, the number of impressions received by the iFrame exceeds the Permitted Usage, then NGC shall be entitled to issue the Client with an invoice in the subsequent calendar month for the sum of the Additional Fee. The Client shall pay the Additional Fee within 30 days of the date of NGC’s applicable invoice.
3.4 If, during a particular Relevant Usage Period, the number of Site impressions received by the iFrame exceeds the Permitted Usage in any four calendar months which fall during that Relevant Usage Period, then NGC shall, at its absolute discretion, be entitled to do either or both of the following:
3.5 Unless otherwise agreed between the Client and NGC in writing, for the purposes of Clauses 3.3 and 3.4, the number of impressions received shall be determined by NGC using data supplied to NGC by Google Analytics, or by using such other source of data as NGC, acting reasonably, shall see fit from time to time.
3.6 NGC shall be entitled to receive interest on any payment not made when properly due pursuant to the terms of this Agreement, calculated from day to day at two (2) % above the Bank of England base rate from time to time and payable from the day after the date on which payment was due up to and including the date of payment.
4. NGC Obligations
4.1 NGC shall use its reasonable endeavours to provide the Hosted Content to the Site via the iFrame from the Licence Commencement Date until the termination of this Agreement.
4.2 The Client acknowledges that NGC cannot guarantee that the provision of the Hosted Content to the Site will be uninterrupted, timely or error-free due to events beyond NGC’s control.
5.1 The Client warrants that it has the full right and power to execute and perform its respective obligations under this Agreement.
5.2 The Client warrants that all information provided by it to NGC is accurate, including, all information which is provided by the Client to enable NGC to establish whether the Client is a Category A Client or a Category B Client. The Client provides this warranty in respect of information provided to NGC prior to, and after, the commencement of the Term.
5.3 NGC makes no warranty, express or implied, regarding the accuracy, adequacy, completeness, legality, reliability or usefulness of the data underlying the Hosted Content.
6. Intellectual property ownership
6.1 The Client acknowledges that:
6.2 The Client shall at the earliest practicable opportunity notify NGC of:
7. Further assurance
The Client shall, and shall use reasonable endeavours to ensure that any necessary third party shall, promptly execute all such documents and do all such other acts as are reasonably necessary to give full effect to the provisions of this Agreement in any jurisdiction.
8. Limitation of liability
8.1 Neither party excludes or limits liability to the other party for:
8.2 Subject to Clause 8.1, neither party shall in any circumstances be liable to the other party whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
8.3 Subject to Clause 8.1, each party’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract in each Year shall in all circumstances be limited to the greater of:
9.1 The term Confidential Information does not include any information that:
9.2 Each party shall keep the other party’s Confidential Information confidential and shall not:
9.3 A party may disclose the other party’s Confidential Information to those of its Representatives who need to know that Confidential Information for the purpose of exercising or performing its rights and obligations under this Agreement, provided that:
9.4 The Client acknowledges that NGC’s Confidential Information includes any software or other materials created by NGC in connection with (and contained in) the Hosted Content.
9.5 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
9.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information, other than those expressly stated in this Agreement, are granted to the other party, or are to be implied from this Agreement.
9.7 The provisions of this Clause 9 shall continue to apply after termination of this Agreement.
10. Term and termination
10.1 This Agreement shall commence on the Commencement Date and, unless terminated sooner in accordance with the terms of this Agreement, shall continue for the Initial Term.
10.2 On expiry of the Initial Term, this Agreement shall, unless terminated sooner in accordance with the terms of this Agreement, automatically continue until the Client gives NGC at least one month’s written notice, such notice to take effect on or after the date of expiry of the Initial Term.
10.3 NGC shall have the right to terminate this Agreement with immediate effect at any time during the Term by providing written notice to the Client.
10.4 In the event that:
then, NGC shall return to the Client a proportion of the Hosting Fee for the Year in which termination takes effect (“Relevant Year”) which is equivalent to the number of full months remaining of the Relevant Year that falls subsequent to the date of termination. For example, if this Agreement commences on 1 January, and a party serves a valid notice to terminate which takes effect on 30 September, then 25% of the Hosting Fee will be returned to the Client.
10.5 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
11. Data protection
11.1 NGC and the Client shall comply at all times with all mandatory provisions of Data Protection Laws in connection with this Agreement.
11.2 The Client shall assist NGC to enable it to comply with such obligations as are imposed on NGC under Data Protection Laws, including by making available on or via the Site such privacy information as NGC may make available to the Client for this purpose from time to time.
12. Force majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 3 (three) months, the party not affected may terminate this Agreement by giving 15 (fifteen) days’ written notice to the affected party.
13.1 This Agreement is personal to the Client and it shall not assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of NGC.
13.2 The Client confirms it is acting on its own behalf and not for the benefit of any other person.
13.3 NGC may at any time assign, transfer, mortgage, charge, sub-contract, declare a trust of or deal in any other manner with any of its rights and obligations under this Agreement without the consent of the Client.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.1 Any notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class recorded delivery post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case);
16.2 Any notice shall be deemed to have been received:
16.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17. Entire agreement
17.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating to its subject matter.
17.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement.
17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Except as expressly provided in this Agreement, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.
19.2 If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
20. No partnership or agency
20.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
20.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
21. Third-party rights
A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
22. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Last Updated: March 2020