Terms & Conditions

Interpretation

In this Agreement, the following definitions apply:

Services

The professional services to be provided by the Contractor as described in a Statement of Work.

Statement of Work (SoW)

A document agreed by both Parties setting out the specific Services, timelines, and fees for a project.

Deliverables

The outputs expressly identified as deliverables in an SoW.

Background IP

All intellectual property owned or developed by a Party prior to, or independently of, the Services.

Foreground IP

Intellectual property created specifically for the Client as part of the Deliverables.

Third-Party Data

Data obtained from third parties, including open-source, governmental, commercial, or publicly available datasets.

Confidential Information

Has the meaning given in the Confidentiality section below.

Services and Statements of Work

2. The Contractor specialises in geospatial business intelligence, providing location-based insights, sustainability related information, and risk and impact analysis.
3. The Client wishes to engage the Contractor to provide such Services, and the Contractor agrees to provide them subject to the terms of this Agreement and subsequent Statements of Work (SoW).
4. Each project shall be defined in a separate SoW. Once signed, a SoW forms part of this Agreement.
5. Services shall only be provided pursuant to an agreed SoW.
6. The Contractor is not obliged to accept any future SoW.
7. No exclusivity is created under this Agreement.
8. Deliverables represent analytical interpretations derived from data subject to limitations, assumptions, and uncertainties.
9. The Services do not constitute:
   1. Audit, assurance, or verification services.
   2. Certification of compliance with any regulatory, sustainability, or reporting framework.
   3. Legal, financial, investment, or regulatory advice.
10. The Client acknowledges that all decisions taken based on the Deliverables remain the Client's sole responsibility.

Client Responsibilities

11. The Client shall:
    1. Provide accurate, complete, and timely information and access as required.
    2. Ensure it has all rights necessary to provide Client-supplied data.
    3. Clearly identify the intended use of the Deliverables.
    4. Not rely on Deliverables for any purpose outside the scope agreed in the relevant SoW.
12. Data found to be insufficient or erroneous may require the Client to provide clarifications before analysis can proceed.
13. The Contractor shall not be liable for errors arising from inaccurate or incomplete Client-supplied data.

Fees and Payment

14. The fees for the Services will be set out in the relevant SoW.
15. Payment terms. Invoices are payable within 30 days of the invoice date. For rapid-turnaround tender work, immediate payment may be required.
16. Deposits and staged payments:
    1. Fixed-Fee Services: A deposit of 50% is required upon acceptance of the Proposal/SoW. The remaining 50% is due upon delivery of the final report.
    2. Small Projects (<£5,000): Full payment upfront or 50% deposit plus balance on delivery.
    3. Retainers: Payable monthly or quarterly via Direct Debit.
17. Refunds. Once geospatial analysis, data acquisition, or modelling has commenced, no refunds will be offered due to the immediate costs incurred by the Contractor.
18. Late payment. The Contractor reserves the right to charge interest at a rate of 10% pcm and compensation on overdue invoices in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

Intellectual Property

19. Each Party retains ownership of its Background IP. Nothing in this Agreement transfers ownership of the Contractor's Background IP, including its methodologies, models, templates, workflows, or analytical logic.
20. All Foreground IP created by the Contractor in delivering the Services vests in the Contractor upon creation.
21. Upon full payment of fees, the Contractor grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use and reproduce the final Deliverables for the specific business purpose detailed in the SoW.
22. The Client may not resell or commercially exploit the Deliverables unless expressly permitted in the SoW.
23. The Client grants the Contractor a non-exclusive, royalty-free licence to use Client Data solely for delivering the Services.
24. To the fullest extent permitted by law, the Contractor's personnel and subcontractors irrevocably waive all moral rights in the Deliverables in favour of the Contractor and the Client.
25. The Client shall not:
    1. Reverse engineer the Contractor's methods or models.
    2. Represent Deliverables as assured, verified, or certified.
    3. Use Deliverables in regulatory filings without explicit written agreement.
26. All applicable licence terms for Third-Party Data shall apply.

Confidentiality

27. Each Party shall keep confidential all Confidential Information received from the other Party.
28. Confidential Information means all information disclosed by one Party to the other in connection with this Agreement, including without limitation technical methodologies, analytical models, pricing, client data, and any information designated as confidential, whether disclosed in writing, orally, or by any other means. It excludes information that:
    1. Is publicly available other than through breach.
    2. Was independently developed.
    3. Comprises open-source or publicly available data.

Data Protection and Security

29. Both Parties shall comply with the UK GDPR and the Data Protection Act 2018.
30. The Contractor shall handle Client data in accordance with its internal Cybersecurity Policy, utilising encrypted cloud storage.
31. The Client acknowledges that the Contractor may utilise third-party and commercial data providers to fulfil the Services.

For details on how MapHorizon collects and uses personal data, see the Privacy Statement.

Warranties and Liability

32. The Contractor warrants that:
    1. It will perform the Services with reasonable skill and care.
    2. Deliverables will materially conform to the SoW.
33. The Contractor does not warrant that:
    1. Deliverables will be error-free or suitable for every purpose.
    2. Third-party data will be accurate or complete.
    3. Commercial outcomes are guaranteed.
34. The Contractor shall not be liable for errors in Deliverables caused by inaccurate data provided by the Client.
35. The Contractor's total liability under this Agreement is limited to the total fees paid under the relevant SoW.
36. Neither Party is liable for indirect or consequential losses.
37. Nothing limits liability for fraud or matters that cannot be limited by law.
38. The Contractor maintains the following insurance cover:
    1. Professional Indemnity Insurance: up to £1,000,000.
    2. Public Liability Insurance: up to £1,000,000.
    3. Cyber and Data Protection Insurance: up to £250,000.

Subcontracting

39. The Client agrees that the Contractor may subcontract specific analytical tasks to its network of vetted associates. The Contractor remains fully responsible for the work of its subcontractors and for ensuring their compliance with security and confidentiality obligations.

Termination

40. Either Party may terminate this Agreement or an SoW by giving written notice if the other Party commits a material breach which is not remedied within 14 days.
41. Upon termination, the Client shall pay the Contractor for all work completed and costs incurred (including third-party data licences) up to the date of termination.

Non-solicitation

42. Neither Party will solicit or hire the other Party's employees involved in the Services for 12 months after completion, without written consent.

Governing Law

43. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

Entire Agreement

44. This Agreement, together with all SoWs and schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions.