- Authorised User: means any person that we have agreed is or able to benefit from a right to access the Portal.
- Data: means any network asset data and background mapping which we make available to you for internal planning purposes through the Portal which may be provided in a PDF format.
- Portal: means the web-based asset data planning portal operated by us from time to time, the current URL of which is http://mapapps.nottinghamcity.gov.uk/network/.
- Portal Access Request: means the applicable ordering document in which access to the Portal was requested for you.
- us, we, or our: means Enviroenergy Ltd. (company number 4131345) whose registered offices are at London Road Heat Station 12 London Road Nottingham NG2 3AB.
2. The Contract
- You agree to notify us immediately at email@example.com upon discovery or reasonable suspicion of any breach of the Contract by you, your employees (as applicable), or any third party and give all reasonable assistance to us in investigating and ending such breach.
3. Access to the Portal
- Any access to the Portal will be with a user name and password. You are responsible for maintaining the confidentiality of your user name and password and are responsible for all activities that are carried out under them.
- We do not have the means to check the identities of people using the Portal and will not be responsible for losses suffered by you where your user name or password is used by someone else unless this is due to our negligence.
- You agree to notify us immediately at firstname.lastname@example.org if you become aware or suspect any unauthorised use of your password or user name.
- You confirm that:
- any information and details provided by you to us (including on registration) are true and accurate in all respects; and
- You will not:
- use the Portal for any unlawful purpose or in a way which infringes the rights of anyone else or restricts or inhibits anyone else's use or enjoyment of the Portal;
- use the Portal in any way that interrupts, damages, impairs or renders the Portal less efficient;
- impersonate any other person (living or dead), misrepresent your connection with a person or entity, or provide false or otherwise misleading information;
- transfer files that contain viruses, trojans or other harmful programs;
authorise, encourage or assist any other person to, copy, disclose, distribute, modify, reverse-engineer, decompile, disassemble, alter or otherwise tamper with any software (including source code), databases and other technology that forms part of the Portal; or
- penetrate or attempt to penetrate the Portal's security measures.
4. Use of the Data
- You will not:
share or make any part of the Data or the Portal available to any third party without our prior written consent;
- delete, obscure or in any manner alter any warning, safety notice, instruction, trade mark, disclaimer or link that appears in the Data.
- The Data may be updated from time to time. It is your responsibility to regularly check the Portal and update your own copy of any Data when made available.
5. Intellectual Property
- You will immediately bring to our attention any improper or unlawful use or infringement of any rights in respect of the Data or Portal which comes to your attention and if requested, assist us in taking all reasonable steps to defend any rights we may have.
- The Portal and the Data is provided on an 'AS-IS' basis without any guarantee that access to the Portal will be available at any particular time or without delay or interruption or that the Data will be complete, accurate, up-to-date or fault free.
- Any use or reliance on the Portal and/or the Data is entirely at your own risk and we exclude all conditions, warranties, representations or other terms which may apply to the Portal or the Data, whether express or implied, to the fullest extent permitted by law.
- The Data is an approximate illustration only of our underground network routes.
- We may terminate the Contract, or suspend, restrict or terminate your right or the right of any Authorised User to access the Portal or use the Data, for any reason immediately upon written notice at any time.
- The Contract, and any rights of you or any Authorised Users granted under it, will automatically terminate with immediate effect after the happening of any of the following events:
- you commit a material breach of any of the terms and conditions set out in this Agreement;
- you pass a resolution for your winding-up or a court of competent jurisdiction makes an order for your winding-up or dissolution;
- any steps are taken for the making of an administration order or the appointment of an administrator or notice is given of an intention to appoint an administrator in relation to you or any steps are taken for the appointment of a receiver or administrative receiver, or an encumbrancer takes possession of or sells any of your assets;
- you make an arrangement or composition with creditors generally or you make an application to a court of competent jurisdiction for protection from your creditors;
- you cease to carry on business at any time for 30 consecutive days; or
- you suspend, or threaten to suspend, payment of your debts or you are unable to pay your debts as they fall due or you admit inability to pay your debts or (being a company) your are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986.
- On termination of the Contract for any reason:
- all licences granted under the Contract will immediately terminate without notice;
- you will cease any further access to the Portal or use of the Data;
- you will take reasonable steps to delete the Data from your electronic media, including such systems and data storage services provided by third parties; and
- our accrued rights and remedies as at termination will not be affected or prejudiced
- Where we notify you that rights of access to the Portal or use of the Data are terminated in respect of an Authorised User, the consequences of termination listed in section 7.3 will only apply to that Authorised User.
- You will defend, indemnify and hold us harmless against all claims, demands, proceedings, damages, losses, costs (including reasonable legal costs), expenses, fines and charges arising out of your use of the Portal or the Data or arising in connection with the Contract.
9. Limitation of our liability
- Subject to above section, we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, the Data or the Portal; or
- use of, or reliance on, the Data or any content displayed on the Portal.
- We will have no liability to you for any:
- loss of profit (whether direct, indirect or consequential) ;
- loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
- loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
- loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
- of your liabilities to third parties (whether direct, indirect or consequential);
indirect, consequential or special loss; or
- wasted management, operational or other time (whether direct, indirect or consequential), subject always to section 9.1.
- Save as provided in section 9.1 our total liability to you under the Contract will not exceed £100.
- You acknowledge and agree that the allocation of risk in this section 9 is a fair and equitable position and the extent of our responsibility to you should be determined by reference to the fact that:
- the Portal and the Data are provided to you free of charge; and
- you are responsible for any action you do or do not take as a result of your use of the Portal and the Data.
10. General Provisions
- We may wish to transfer our rights or obligations or sub-contract our obligations under the Contract to another legal entity and you agree that we may do so.
- The Contract is personal to you and you may not transfer your rights or obligations under it to anyone else.
- The Contract is not intended to give rights to anyone except you and us. This does not affect our right to transfer the Contract under section 10.1 above.
- The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- The Contract, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England Wales and you agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any disputes arising out of or in relation to it.