Kompass BMS Cloud Service Terms and Conditions

Version 26.3

Please read these Terms and Conditions carefully. All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions, and the Provider will ask for the Customer's express written acceptance of these Terms and Conditions before providing any such services to the Customer.

1. Definitions

1.1 In these Terms and Conditions, except to the extent expressly provided otherwise:

"Access Credentials" means the email addresses, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

"Agreement" means a contract made under these Terms and Conditions between the Provider and the Customer;

"API" means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer;

"Billing Period" means the period in respect of which Charges are payable under Clause 9.1 (as specified in the Customer Order Form);

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;

"Charges" means the amounts specified in https://www.kompassbms.com/pricing/ as at the Effective Date;

"Client Portal" means functionality of the Hosted Services that permits the Customer to invite its own clients or other third parties to access a limited view of information within the Hosted Services;

"Client Portal Users" means individuals authorised by the Customer to access the Client Portal;

"Confidential Information" has the meaning given in Clause 6.1;

"Customer" means the person or entity identified as such in the Customer Order Form;

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer (including files and attachments); transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding Service Analytics Data (as defined in Clause 4.3) and server log files);

"Customer Order Form" means an order form published by the Provider and completed and submitted by the Customer incorporating these Terms and Conditions by reference;

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement;

"Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

"Documentation" means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer in https://support.kompassbms.com;

"Effective Date" means following the Customer completing and submitting the Customer Order Form, the date upon which the Provider sends to the Customer an order confirmation;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"External Storage" means storage services controlled by the Customer or a third party which may be connected or integrated with the Hosted Services in accordance with Clause 3.16;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, failures or outages of third-party hosting or cloud infrastructure providers, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means Kompass BMS, which will be made available by the Provider to each Customer as a service via the internet in accordance with these Terms and Conditions;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;

"Provider" means Maps United Ltd, a company incorporated in England and Wales (registration number 07744712) having its registered office at Harrison House Sheep Walk, Langford Road, Biggleswade, Bedfordshire, England, SG18 9RB, United Kingdom;

"Service Analytics Data" has the meaning given in Clause 4.3;

"Services" means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;

"Supported Web Browser" means the current release from time to time of Mozilla Firefox, Google Chrome or Apple Safari;

"Term" means the term of the Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the main body of these Terms and Conditions and Schedule 1 (Acceptable Use Policy), including any amendments to that documentation from time to time;

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Usage Limits" means limits relating to use of the Hosted Services as described in Clause 3.13; and

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.

2. Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 15 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Customer Order Form shall create a distinct contract under these Terms and Conditions.

3. Hosted Services

3.1 The Provider hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of the User Interface and the API in accordance with the Documentation during the Term.

3.2 The licence granted by the Provider to the Customer under Clause 3.1 is subject to the following limitation:

the User Interface may only be used through a Supported Web Browser.

3.3 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.1 is subject to the following prohibitions:

the Customer must not sub-license its right to access and use the Hosted Services;
the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
the Customer must not use the Hosted Services to provide services to third parties, except via the Client Portal functionality as permitted under Clause 3.18;
the Customer must not republish or redistribute any content or material from the Hosted Services;
the Customer must not make any alteration to the Platform; and
the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

3.4 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

3.5 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services, but does not guarantee 100% availability.

3.6 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).

3.7 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

3.8 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

3.9 The Customer must not use the Hosted Services:

in any way that is unlawful, illegal, fraudulent or harmful; or
in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

3.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

3.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

3.12 Not a file storage service. The Customer acknowledges that the Hosted Services are business management software and are not intended to be used as a file storage, document management, archiving or backup service. Any functionality enabling the upload, storage, linking or display of files or attachments is provided only as an ancillary feature to support use of the Hosted Services.

3.13 Usage Limits. The Provider may impose and enforce Usage Limits. Usage Limits may relate to (without limitation) data storage, file attachment storage, number of attachments, size of attachments, bandwidth, and API request rates. The applicable Usage Limits may be set out in the Documentation and/or the Provider's pricing information and may be varied by the Provider from time to time in accordance with the Agreement.

3.14 Enforcement of Usage Limits. Where the Customer exceeds, or the Provider reasonably believes the Customer is likely to exceed, the Usage Limits, the Provider may implement reasonable technical and organisational measures, including throttling, restricting uploads, refusing to accept further data or attachments, requiring deletion of data or attachments, restricting access to specific features, or suspending access to the Hosted Services.

3.15 File attachments and restoration. To the extent that the Hosted Services permit the Customer or any Client Portal Users to upload, store, link to or otherwise use files or attachments (including attachments to comments or other records), the Customer acknowledges that:

the Provider does not provide any data restoration or recovery service for such files or attachments;
the Provider does not warrant or represent that any files or attachments will be recoverable or capable of restoration in the event of deletion, corruption, loss, or any failure of the Platform or third-party systems; and
the Customer is responsible for maintaining its own copies and backups of all files and attachments uploaded to or used with the Hosted Services.

3.16 External Storage. The Provider may make available functionality enabling the Customer to connect or integrate the Hosted Services with External Storage. Where External Storage is used:

the Customer is solely responsible for the availability, security, configuration, permissions and backup of the External Storage and for any data, files or attachments stored in or retrieved from it;
the Customer is responsible for maintaining and securing any access credentials, tokens or keys used to connect External Storage; and
the Provider shall have no liability for any loss of, corruption of, or inability to access data, files or attachments arising from External Storage or from the acts or omissions of any third-party storage provider.

3.17 Suspension for security and abuse. The Provider may suspend access to the Hosted Services with immediate effect where the Provider reasonably believes that:

the security of the Hosted Services, the Platform, the Customer's account, or any data may be compromised;
the Customer's use of the Hosted Services creates a material risk to the stability, performance or availability of the Platform for other customers; or
the Customer is in material breach of Clause 3 and/or Schedule 1 (Acceptable Use Policy). The Provider shall use reasonable endeavours to restore access promptly after the issue has been resolved.

3.18 Authorised users; Client Portal. The Customer may permit its employees and contractors to access the Hosted Services on its behalf. Where the Hosted Services include Client Portal functionality, the Customer may also authorise Client Portal Users (including the Customer's clients) to access the Hosted Services via the Client Portal. The Customer shall be responsible for all acts and omissions of all such users and for their compliance with this Agreement, and shall ensure that access is limited to the permissions and data that the Customer intends such users to have.

3.19 For the avoidance of doubt, the Customer must not resell, rent, or provide the Hosted Services as a service bureau or managed service to third parties, except for access by Client Portal Users strictly as contemplated by Clause 3.18.

3.20 The Customer must not reverse engineer, decompile or disassemble the Hosted Services (except to the extent permitted by applicable law), and must not access or use the Hosted Services for the purpose of developing or providing a competing product or service.

4. Customer Data

4.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for:

the performance of the Provider's obligations and the exercise of the Provider's rights under the Agreement;
diagnosing, testing, investigating and resolving errors, bugs, performance issues and security vulnerabilities in the Hosted Services; and
developing, improving and optimising the functionality, reliability and security of the Hosted Services,

provided that the Provider shall use no more Customer Data than is reasonably necessary for the applicable purpose and shall not use Customer Data for marketing or advertising purposes or sell or disclose Customer Data to any third party except as otherwise permitted under the Agreement.

The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.

4.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

4.3 The Provider may collect, create and use anonymised and aggregated data derived from Customer Data and from the Customer's use of the Hosted Services ("Service Analytics Data"), provided that such data:

does not identify or permit the identification of the Customer, any individual, or any specific Customer Data; and
cannot reasonably be used, alone or in combination with other information available to the Provider, to reverse-engineer or reconstruct any Customer Data.

The Provider may use Service Analytics Data for the purposes of operating, analysing, improving and developing the Hosted Services and related products and services. For the avoidance of doubt, Service Analytics Data is not Customer Data for the purposes of the Agreement.

5. Support Services

5.1 The Provider shall provide the Support Services to the Customer during the Term.

5.2 The Provider shall make available to the Customer an email-based helpdesk.

5.3 The Provider shall provide the Support Services with reasonable skill and care.

5.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.

5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

6. Confidentiality

6.1 Each party ("Receiving Party") shall keep confidential all information disclosed by the other party ("Disclosing Party") that is marked as confidential or would reasonably be understood to be confidential in the circumstances ("Confidential Information").

6.2 The Receiving Party may disclose Confidential Information only to its employees, officers, professional advisers, subcontractors and service providers who need to know such information for the purposes of performing the Agreement, provided that such persons are bound by confidentiality obligations no less protective than those set out in this Clause 6.

6.3 The obligations in this Clause 6 shall not apply to Confidential Information that:

is or becomes public other than through a breach of the Agreement;
was lawfully in the Receiving Party's possession before disclosure by the Disclosing Party;
is lawfully disclosed to the Receiving Party by a third party without restriction; or
is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

6.4 A party may disclose Confidential Information to the extent required by law or by a competent regulatory authority, provided that (to the extent lawful) the Receiving Party gives the Disclosing Party prompt notice of the required disclosure.

6.5 This Clause 6 shall survive termination of the Agreement.

7. No assignment of Intellectual Property Rights

7.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

7.2 Kompass BMS and Kompass ERP are registered trade marks of the Provider in the United Kingdom. Except as expressly permitted, nothing in this Agreement grants the Customer any right to use the Provider's trade marks.

8. Charges

8.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions.

8.2 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

8.3 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 30 days' written notice of the variation.

8.4 Taxes. Except as expressly stated in these Terms and Conditions, the Charges are exclusive of all applicable sales, use, goods and services, value added and similar taxes, duties and governmental charges (including GST/HST), and the Customer shall be responsible for payment of any such amounts, save for taxes based on the Provider's net income.

8.5 Billing Period Charges. Charges are calculated on a per-Billing Period basis. Where a user account is activated or in use at any point during a Billing Period, the full Charge for that user account shall apply for the entire Billing Period. No pro-rata reduction or refund shall be made for user accounts activated or deactivated part-way through a Billing Period.

9. Payments

9.1 The Customer must pay the Charges to the Provider in arrears, within 14 days of the date of invoice, unless the Customer Order Form specifies a different payment arrangement.

9.2 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may:

charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

10. Data protection

10.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

10.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

10.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement, the Personal Data of Employees, Customers, Customer's clients, Consultants, Contractors, Next of Kin and Trainees of the following types: Names, Addresses, Email Addresses, Phone Numbers, Photo, Date of Birth, Employee Number, Login, Password, Employment History, Job Title, Sex/Gender; and the Provider shall only process the Customer Personal Data for the following purposes: management of the data on Kompass BMS.

10.4 The Provider shall only process the Customer Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 10. For the avoidance of doubt, Service Analytics Data (as defined in Clause 4.3) is not Customer Personal Data and may be retained and used after the end of the Term.

10.5 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

10.6 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in England, providing that such transfers must be protected by appropriate safeguards;
the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified elsewhere in this Clause 10 and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein;
the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data;
the Provider may transfer the Customer Personal Data from the UK to the EEA, and may permit its third party processors to do so, in any period during which EEA states are not treated as third countries under the UK GDPR or during which EEA states benefit from adequacy regulations under the UK GDPR; and
the Provider may transfer the Customer Personal Data from the EEA to the UK, and may permit its third party processors to do so, in any period during which the UK is not treated as a third country under the EU GDPR or during which the UK benefits from an adequacy decision under the EU GDPR.

10.7 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

10.8 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information.

10.9 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

10.10 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.

10.11 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to the same legal obligations as those imposed on the Provider by this Clause 10.

10.12 Not used.

10.13 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

10.14 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 10.14.

10.15 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 24 hours after the Provider becomes aware of the breach.

10.16 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 10 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 10.16.

10.17 The Provider shall, at the choice of the Customer, delete all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

10.18 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 10. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 10.18, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider.

10.19 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

10.20 Privacy Policy; no sale of data; cross-border processing.

The Provider's privacy policy (as published on the Provider's website and updated from time to time) describes how the Provider handles Personal Data in connection with the Hosted Services and how data subject requests may be made.
The Provider does not sell Customer Personal Data and does not intend to do so.
The Customer acknowledges that Customer Personal Data may be processed in the United Kingdom and/or other jurisdictions where the Provider and its subprocessors operate, subject always to Clause 10 and applicable safeguards under Data Protection Laws.

11. Warranties

11.1 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

11.2 Business-to-business basis. The Customer warrants that it is entering into the Agreement in the course of its trade, business, craft or profession, and that it is not acquiring the Hosted Services as a consumer.

11.3 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

12. Acknowledgements and warranty limitations

12.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

12.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

12.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the documentation; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

12.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

13. Limitations and exclusions of liability

13.1 Nothing in these Terms and Conditions will:

limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law.

13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in these Terms and Conditions:

are subject to Clause 13.1; and
govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

13.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

13.4 The Provider will not be liable to the Customer in respect of any loss of profits or anticipated savings.

13.5 The Provider will not be liable to the Customer in respect of any loss of revenue or income.

13.6 The Provider will not be liable to the Customer in respect of any loss of use or production.

13.7 The Provider will not be liable to the Customer in respect of any loss of business, contracts or opportunities.

13.8 The Provider will not be liable to the Customer in respect of any loss or corruption of any data, database or software (including, without limitation, any files or attachments).

13.9 The Provider will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

13.10 The aggregate liability of the Provider to the Customer under the Agreement shall not exceed the greater of:

GBP £10,000; and
the total amount paid and payable by the Customer to the Provider under the Agreement in the 6 month period preceding the commencement of the event or events.

14. Force Majeure Event

14.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

15. Termination

15.1 Either party may terminate the Agreement by giving to the other party at least 30 days' written notice, such termination to take effect at the end of the next billing period.

15.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of these Terms and Conditions.

15.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

the other party:
1. is dissolved;
2. ceases to conduct all (or substantially all) of its business;
3. is or becomes unable to pay its debts as they fall due;
4. is or becomes insolvent or is declared insolvent; or
5. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement).

16. Effects of termination

16.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3.10, 6, 9, 10, 13, 16, 19 and 20.

16.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

16.3 Within 30 days following the termination of the Agreement for any reason, the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the date of termination, including Charges for any partial Billing Period up to the date of termination calculated on a proportionate basis.

16.4 Export and deletion of Customer Data. Following termination of the Agreement for any reason, the Provider will make available to the Customer read-only access to the Hosted Services for the sole purpose of exporting Customer Data, for a period of 14 days from the date of termination. After that period, the Provider may delete or anonymise Customer Data from the Platform, save to the extent that the Provider is required to retain certain information by applicable law or for legitimate business purposes such as billing, dispute resolution, fraud prevention, and maintaining security logs. For the avoidance of doubt, the Provider may retain and continue to use Service Analytics Data in accordance with Clause 4.3.

17. Notices

17.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods:

sent by email to the relevant email address specified through the Hosted Services, in which case the notice shall be deemed to be received upon receipt of the email by the recipient's email server; or
sent using the contractual notice mechanism incorporated into the Hosted Services, in which case the notice shall be deemed to be received upon dispatch, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

18. Subcontracting

18.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract the performance of any of its obligations under the Agreement. The Provider shall remain responsible to the Customer for the performance of any subcontracted obligations. The Provider shall notify the Customer of any material subcontracting arrangements relating to the provision of the Hosted Services, including by maintaining an up-to-date list of material subcontractors in the Documentation or on the Provider's website and/or by notice in accordance with Clause 17.

19. General

19.1 No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach.

19.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

19.3 The Provider may vary the Agreement by giving to the Customer at least 30 days' written notice of the variation, effective from the end of the next billing period. Subject to this, the Agreement may only be varied by a written document signed by or on behalf of each of the parties.

19.4 The Customer hereby agrees that the Provider may assign the Provider's contractual rights and obligations under the Agreement to any successor to all or a substantial part of the business of the Provider from time to time. Save to the extent expressly permitted by applicable law, the Customer must not without the prior written consent of the Provider assign, transfer or otherwise deal with any of the Customer's contractual rights or obligations under the Agreement.

19.5 The Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

19.6 Subject to Clause 13.1, a Customer Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire agreement between the parties in relation to the subject matter of that Customer Order Form, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

19.7 The Agreement shall be governed by and construed in accordance with English law.

19.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

19.9 Mandatory local laws. Notwithstanding Clauses 19.7 and 19.8, if and to the extent that any mandatory provisions of applicable law in the jurisdiction where the Customer is established or operates confer rights or impose obligations that cannot lawfully be excluded or overridden by agreement, such mandatory provisions shall apply solely to the minimum extent required. In all other respects, the Agreement shall remain governed by English law and subject to the exclusive jurisdiction of the courts of England.

19.10 Publicity. The Provider may use the Customer's name and logo in marketing materials (including on the Provider's website and in sales or investor presentations) solely to identify the Customer as a user of the Hosted Services, unless the Customer gives notice in accordance with Clause 17 that it does not consent to such use.

19.11 Export controls and sanctions. The Customer must not use the Hosted Services in violation of applicable export control, sanctions or trade compliance laws and regulations. The Provider may suspend or terminate the Agreement and/or restrict access to the Hosted Services where the Provider reasonably believes that continued performance would breach, or would expose the Provider to a material risk of breach of, such laws or regulations.

20. Interpretation

20.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
any subordinate legislation made under that statute or statutory provision.

20.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

20.3 References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

20.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 (Acceptable Use Policy)

1. Introduction

1.1 This acceptable use policy (the "Policy") sets out the rules governing:

the use of the website and sub-domains at https://kompassbms.com, any successor website, and the services available on that website or any successor website (the "Services"); and
the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Maps United Ltd/Kompass BMS (and "we" and "our" should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2. General usage rules

2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2 You must not use the Services:

in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.

2.3 You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

be libellous or maliciously false;
be obscene or indecent;
infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
infringe any right of confidence, right of privacy or right under data protection legislation;
constitute negligent advice or contain any negligent statement;
constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
be in contempt of any court, or in breach of any court order;
constitute a breach of racial or religious hatred or discrimination legislation;
constitute a breach of official secrets legislation; or
constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question.

4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3 Content must not be pornographic or sexually explicit.

5. Factual accuracy

5.1 Content must not be untrue, false, inaccurate or misleading.

5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6. Negligent advice

6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette

7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.4 You must not use the Services for the purpose of deliberately upsetting or offending others.

8. Marketing and spam

8.1 You must not use the Services to send spam or unlawful marketing communications. This does not prevent the Customer from using Customer Data exported from the Services for lawful communications conducted using the Customer's own systems.

8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3 You must not use the Services to send spam or unlawful marketing communications, or to send unsolicited marketing communications to contact details belonging to other users or made available to you through the Services other than as part of your own Customer Data.

8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.

8.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

9. Regulated businesses

9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

9.2 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.

9.3 You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

10. Monitoring

10.1 You acknowledge that we do not actively monitor the Content or the use of the Services.

11. Data mining

11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12. Hyperlinks

12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13. Harmful software

13.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

13.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

Terms and Conditions