Terms & Conditions

Definitions

• Authorised Reseller means an agent or reseller of Prodat whom Prodat has duly appointed to resell its Services.
• Content means any data, computing and information services and software, and other content and documentation or support materials and updates included in and/or supplied by or through the Websites, in Reports or Services or in any other way by Prodat and shall include Prodat developed and Third Party Content.
• First Purchaser means the first person, or legal entity to purchase the Property Site following provision of a Report.
• First Purchaser's Lender means the funding provider for the First Purchaser.
• Information Pack means a pack compiled by or on behalf of the owner or prospective buyer of the Property Site, designed to aid the marketing or purchase of the Property Site and containing information provided by or on behalf of the owner or prospective buyer of the Property Site.
• Intellectual Property Rights means copyright, patent, design right (registered or unregistered), service or trade mark (registered or unregistered), database right or other data right, moral right or know how or any other intellectual property right.
• Ordermeans the request for Services from Prodat by You.
• Property Site means a land site on which Prodat provides a Service. References to “We”, “Us” and “Our” are references to Prodat Systems plc (“Prodat”), whose registered office is 7 Abbey Court, Eagle Way, Exeter, EX2 7HY. Where You are not ordering the Services directly from Prodat, but from an Authorised Reseller, references to "Prodat" or “We”, “Us” and “Our” shall be construed so as to mean either Prodat and/or the Authorised Reseller as the context shall indicate. References to “Customer/You/Your/Yourself” refer to the contracting party who accesses the Website or places an Order with Prodat.
• Report includes any information that Prodat supplies to You including all reports, datasets, software or information contained in them.
• Services means the provision of any service by Prodat pursuant to these Terms, including without limitation, any Report.
• Prodat Fees means any charges levied by Prodat for Services provided to You.
• Suppliers means any organisation who provides Content of any form to Prodat.
• Terms means these terms and conditions.
• Third Party Content means the services, software, information and other content or functionality provided by third parties and linked to or contained in the Services.
• Websites means websites hosted by Prodat and includes the Content and any report, service, document, data-set, software or information contained therein, derived there from or thereby.

The Agreement

• Prodat agrees to supply to the Customer the Services subject to these Terms and the Customer agrees that by purchasing the Services it accepts these Terms, for the avoidance of doubt, notwithstanding any references to sale or purchase of Services, it is noted that the provision of the Services is under licence and nothing in these Terms shall operate as or be deemed to be an assignment or transfer of the Services or any intellectual property rights in the Services.
• Purchase or use of the Services by the Customer shall be deemed to be acceptance of these Terms (as amended from time to time). The Customer is responsible for reviewing regularly the information posted (currently http://www.promap.co.uk/promap/tandc.jsp) and continued use of the Services following such change indicates acceptance of the changes that have been made.
• The Customer is solely responsible for inputting data relevant to the Order of a Service, and Prodat shall not be liable (nor shall the Customer be entitled to any refund) in the event such information is not provided correctly.
• Prodat reserves the right to refuse any Order submitted by a Customer, which contains incomplete or incorrect information. Any costs already incurred by Prodat in connection with such Order prior to refusal shall be borne in full by the Customer.
• These Terms govern the relationship between the Customer and Prodat, and are deemed to have been accepted by the Customer when it places any Order for a Service or pays for any Services provided.
• These Terms together with the price list referred to above, Prodat's privacy policy and any terms set out in its website, comprise the entire agreement between Prodat and the Customer. No prior stipulation, agreement, promotional material or statement should be treated as a variation of these Terms, nor any amendment or other Terms provided by the Customer operate to vary or replace these Terms. Where any conflict or ambiguity arises between these Terms and the annexed product specific terms (relating to Ordnance Survey and UK Map Content) the latter terms shall prevail.

Services

• Whilst Prodat will use reasonable care and skill in providing the Services to the Customer, the Services are provided to the Customer on the express basis that the Customer acknowledges and agrees to the following:
  
  a. the Content supplied in the Services are derived from publicly available records and other third party sources and Prodat does not warrant the accuracy or completeness of such Content; and
  
  b. the Content supplied in the Services is derived solely from those sources specifically cited in each of the relevant Services and Prodat does not claim that these sources represent an exhaustive or comprehensive list of all sources that might be consulted; and
  
  c. Prodat does not guarantee that all past or current uses or features will be identified in the Services; and
  
  d. the Services provided by Prodat are professional business to business services and not intended for use or interpretation by persons other than professional persons skilled in the use of property and environmental information; and
  
  e. Prodat shall not be responsible for errors or corruption in the Services resulting from inaccuracy or omission in primary or secondary information and data, inaccurate processing of information and data by third parties, computer malfunction or corruption of data whilst in the course of conversion, geo-coding, processing by computer or electronic means, or in the course of transmission by telephone or other communication link, or printing; and
  
  f. the Services do not give details about the actual state or condition of a Property Site nor should they be used or taken to indicate or exclude actual suitability or unsuitability of a Property Site for any particular purpose, or relied upon for determining saleability or value, or used as a substitute for any physical investigation or inspection; and
  
  g. Prodat reserves the right to update, modify or delete the Content comprising any Services at any time and does not give any warranty regarding the completeness or accuracy of any Content provided as part of any Services

Liability

• Prodat accepts liability and provides warranties only as set out in this clause. As most of the information contained in the Services is provided to Prodat by others, Prodat cannot control its accuracy or completeness, nor is it within the scope of the Services to check the information at source. Accordingly, Prodat will only be liable to the Customer for any loss or damage caused by Prodat's negligence or wilful default and neither Prodat nor any Supplier shall in any other circumstances be liable for any inaccuracies, faults or omissions in the Services. The Suppliers do not warrant the accuracy of the information they supply to Prodat, who therefore have no control over the content quality or reliability of the Content in the Services and accordingly Prodat cannot and does not give any assurances regarding the quality or suitability or fitness for purpose of any of the Services. All Services are supplied on the assumption that the Customer has correctly input the relevant information for their Order.
• Prodat has prepared the Services for use only by the Customer and for no other purpose whatsoever and the Services should not be relied upon by any third party. Prodat cannot accept any responsibility and will not be liable to any third party for any loss caused as a result of reliance upon the contents of the Services. The Customer is to rely on its own skill and judgement in determining the suitability of the Services for its own purpose and use and the Customer is advised to use the Services with caution and not to base business decisions solely on the same. The Services are merely one of the tools available for the assessment of environmental, geological or other property or land-related risks and should be used in conjunction with other recognised methods of evaluation.
• All representations, warranties, guarantees and conditions (whether express or implied, by statute, Common Law, collateral or otherwise) as to fitness for any particular purpose, satisfactory quality or otherwise are expressly excluded to the fullest extent permitted by law.
• Nothing in this Agreement shall exclude or restrict Prodat's liability for death or personal injury resulting from the negligence of Prodat or its employees while acting in the course of their employment or arising from a breach of its statutory duty. Subject to the foregoing, Prodat shall not be liable to the Customer for loss of profits; or loss of contracts; (or, without limitation, other indirect or consequential loss or damage) resulting from any event or default by Prodat in the provision of the Services to the fullest extent permitted by law. Time shall not be of the essence with respect to the provision of the Services. Prodat shall not be liable for any delay, interruption or failure in performance of its obligations hereunder which is caused or contributed to by any circumstance which is outside Prodat's reasonable control, including (without limitation) war, flood, riot, Act of God, strike or other labour dispute (including those affecting Government officials), suspension or delay of service at public registries, change in the law, lack of power, telecommunications failure or overload, or computer malfunction.
• On receipt of the Services the Customer shall make a reasonable inspection to satisfy itself that there are no apparent defects or failures. Prodat will, subject as otherwise provided herein, accept no responsibility for any defect or failure in the Services notified to it (a) after 7 days following discovery of any defect or failure in the Services; or (b) after 6 months after receipt of the Services by the Customer. Except as otherwise provided in this Agreement, Prodat's aggregate liability in connection with this Agreement or the provision or use of the Services, whether in contract or in negligence or in any other way, for damages or loss sustained or incurred by the Customer shall be limited to an aggregate amount not exceeding £350,000.
• The Customer shall have no claim or right of recourse against any Supplier (save for Prodat, on the terms above), nor shall the Customer hold Prodat responsible for any selection of or retention of data, nor any acts or omissions by any third party supplier to Prodat. Prodat does not promise that the supply of the Services will be uninterrupted or error free or provide any particular facilities or functions nor that the data will always be complete, accurate, precise, free from defects of any kind, computer viruses, software locks or similar code or free from errors due to third party processing including any geo-referencing. The Customer assumes the entire risk of the suitability of the Services and waives any claim of detrimental reliance on the same.

Copyright & Confidentiality

• The Customer acknowledges that the copyright, trademarks, database rights, design rights and any other intellectual property rights in the Services are and shall remain the property of Prodat and/or its Suppliers and this agreement does not purport to grant, assign, licence, or transfer any rights to the Customer in respect thereof. The Customer shall have no rights over any intellectual property contained in the Services, including without limitation, any right to sub licence the Services or any element of it.
• Subject to 4.viii, the Customer agrees that it will treat (and cause its employees, agents and servants to treat) as strictly private and confidential the Services and all information which it obtains from the Services and any disclosure to employees or servants of the Customer shall be for the Customer to conduct its internal business only. The Customer further agrees that it will comply with any specific directions with regard to security or confidentiality as notified by Prodat from time to time. The requirement in this clause to treat the Services as confidential shall include a requirement to maintain adequate security measures to safeguard the Services from unauthorised access, use or copying.
• The Customer agrees to hold Prodat indemnified against any losses, costs, claims and damage suffered by Prodat as a result of any breach by the Customer of the terms of this Clause 4.
• The Customer agrees:
  
  a. not to remove suppress or modify, amend alter or obscure any trademark, copyright or other proprietary marking belonging to Prodat and the Suppliers from the Services, nor add any other such marking to the Services without the prior written consent of Prodat;
  
  b. not to create any Services which is derived directly or indirectly from the Content contained in the Services;
  
  c. not to combine the Services with or incorporate such Services into any other information, data or product;
  
  d. not to re-format or otherwise change (whether by modification, addition or enhancement) Content contained in the Services;
  
  e. not to provide the Services or any part thereof to third parties without the express written permission of Prodat, nor copy, use, market, resell, distribute, merge, alter add to or carry on any distribution, translation or publication of the Services or seek to reverse engineer decompile or disassemble the Services; and
  
  f. not to use the Services except strictly in accordance with these Terms and not for any other purpose, nor should any use be made of the Services that would or might be deemed to be disparaging to any of the Suppliers.
• The Customer shall comply with the conditions for use of the Services as set out in the Annex hereto.
• The Customer acknowledges that the Services are confidential and intended for personal use or internal business use of the Customer only.
• Where mapping is provided by Ordnance Survey, such mapping contained in any Services is protected by Crown Copyright and must not be used for any purpose outside the context of the Services. Where mapping is provided by any other Supplier, including without limitation, Collins Bartholomew Ltd such mapping is the copyright of such Supplier and must not be used for any purpose outside the context of the Services.
• With regard to Ordnance Survey Mapping, subject to clause 4.vii and 4.x copying in whole or any part by any means of the map prints or run on copies provided with the Services is not permitted without appropriate licensing from the relevant Supplier. The Customer must already be in possession of or obtain a valid Ordnance Survey Paper Map Copying Licence if it wishes to make any further copies of any Ordnance Survey maps supplied with or forming all or part of any Services.
• The Customer is permitted to produce printed output from Promap for resale to End Users for such End User's personal use only.
• With regard to Ordnance Survey mapping, if the printed output is resold to a particular End User the Customer must pay a first print charge. Run on copies can be resold to the End User but only if the Customer has previously paid a first print charge for that print for that End User.
• The Customer shall use the relevant Service for a period of 12 months from the date that Service is received by the Customer only and shall forthwith thereafter or forthwith on termination for whatever reason destroy all copies of the relevant Services howsoever stored and shall certify on request to Prodat that no copies have been retained and no further use shall be made of the Services.
• The Customer shall not remove alter or in any way change any trademark or other proprietary marking on any element of the Services and shall acknowledge ownership of the Services where it is used or incorporated into any other documents, whether or not this is provided to any third party.
• Any Supplier shall be entitled to enforce any of provisions set out in these Terms as if it were a party hereto.

General

• Promotional materials or samples supplied by Prodat do not form part of this Agreement. Each of the clauses and sub-clauses of these Terms is distinct and severable. If any provision of these Terms shall be determined to be invalid, illegal or unenforceable, the remainder of these Terms shall continue to be valid, legal and enforceable to the fullest extent of the law. Prodat reserves the right to revise its Terms from time to time. The Customer is therefore advised to check the Terms (currently http://www.promap.co.uk/promap/tandc.jsp) regularly as the Customer will be bound by the terms in place on the date the Service is purchased.
• The Customer shall pay the price for the Services without any set off, deduction or counterclaim. Prodat shall not be obliged to invoice any party other than the Customer for the provision of a Service, but where Prodat does so invoice any third party at the request of the Customer, and such invoice is not accepted or remains unpaid, Prodat shall have the option at any time to cancel such invoice and invoice the Customer direct for such Service. Where the Customer's Order comprises a number of Services or severable elements within any one or more Service, any failure by Prodat to provide a Service or elements of a Service shall not prejudice Prodat's ability to require payment in respect of the Services or elements of the Services delivered to the Customer as the circumstance shall indicate. In addition, Prodat may charge interest on overdue amounts at 3% over the National Westminster Bank base rate from time to time from the due date until payment in full is made. VAT at the prevailing rate shall be payable in addition to the price for the Services (as set out in Prodat's price list as referred to above).
• Any time or indulgence granted by Prodat or delay in exercising any of its rights under the Agreement shall not prejudice or affect Prodat's rights or operate as a waiver of the same.
• Prodat reserves the right to refuse to supply the Services or any of them to a Customer at any time prior to acceptance of an Order, including without limitation, altering the specification of or price charged for any Services, or amending these Terms. Whilst Prodat shall endeavour to give the Customer notice of any such alterations, the Customer acknowledges that such amendments may be required of Prodat by its Suppliers and as such, Prodat is entitled to require implementation forthwith without notice, and the Customers continued use of the Services or placing any further Order for Services shall be deemed to constitute acceptance of any such amendment.
• Prodat may, at any time and at its sole discretion suspend or terminate the Customer's access to the Services, or any of them, and shall not be obliged to provide any notice of such suspension or termination. In the event that such action is taken, Prodat shall not incur any liability to the Customer whatsoever.
• Prodat may assign its rights and obligations under these Terms without prior notice or any limitation. The Customer shall not be entitled to assign its rights or obligations pursuant to the Agreement.
• Prodat may suspend or terminate the provision of the Services if the Customer is bankrupt or insolvent or makes any voluntary arrangements with its creditors or becomes subject to an administration order or has an administrative receiver appointed over any of its assets or if Prodat has reason to believe that any of foregoing conditions may come into existence or any amount owing to Prodat is overdue or the Customer has exceeded any credit limit or in the event the Customer has breached any of the obligations set out in these Terms and in the event of a breach capable of remedy, has failed to so remedy the breach within 7 days of receiving written notice from Prodat specifying the breach and remedial action to be taken.
• The Agreement shall at all times be governed construed and enforced in accordance with English Law which shall be the proper law of the Agreement, and both parties thereby submit to the exclusive jurisdiction of the English courts. If any dispute arises out of or in connection with these Terms ('Dispute') the parties undertake that prior to commencement of court proceedings they will see to have the Dispute resolved amicably by use of an alternative dispute resolution procedure acceptable to both parties with the assistance of the Centre for Dispute Resolution, such procedure to be commenced by the service of written notice by one party to the other. If the Dispute has not been resolved to the mutual satisfaction of the parties within 60 days (or such other period as they shall agree) of initiation of the procedure or if either party refuses to participate, then either party may refer the Dispute to the courts.
• Prodat's privacy policy as displayed and updated from time to time on its website governs the use that will be made of information that you provide.
• The Customer agrees not to reverse engineer, decompile or disassemble the Services or use or attempt to use the Services for any purpose other than the purpose for which it is supplied under these Terms. The Customer further undertakes not to attempt in any way to circumvent or subvert the charging mechanisms used in connection with the Services.
• The Customer shall comply with all requirements of the relevant Data Protection law.
• The Customer hereby agrees to indemnify Prodat from and against all costs, claims, expenses and damages, whether direct or indirect, caused by the Customer of any of its obligations under this Agreement, including without limitation any unauthorised use of the Services.
• Prodat or any Supplier shall be entitled at any time following the supply of any Services to audit the Customer's compliance with the provisions of these Terms, including without limitation compliance with the security and confidentiality obligations, the use of intellectual property rights and compliance with the ordering and payment procedures and the Customer shall give Prodat or the Supplier all reasonable assistance in connection with such audit, including without limitation granting access to relevant personnel, books and records. In the event that such audit shall uncover any non-compliance with these Terms, Prodat reserves the rights to refuse to supply any further Services to the Customer and notwithstanding this, the Customer shall indemnify Prodat against any losses that it may have suffered or incurred as a result of the Customer's breach of its obligations.
• Unless otherwise stated in these Terms all notices from the Customer to Prodat shall be in writing and sent to the Prodat registered office. All notices from Prodat to the Customer shall be displayed on the website, or in the case of individual correspondence, sent to the last known address of the Customer, who shall be obliged to notify Prodat of its address details and any amendments thereto.
• A person who is not a party to any contract made pursuant to these Terms shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of such contract and Prodat shall not be liable to any such third party in respect of the Services, save that any Supplier may enforce any of these Terms against the Customer in accordance with the Contracts (Rights of Third Parties) Act 1999.

ANNEX: SUPPLEMENTAL CONDITIONS OF USE

ORDNANCE SURVEY MASTERMAP

• Only one paper copy may be made unless the Customer has the appropriate licences and authorizations from the Suppliers. No print copies shall be taken of map or enquiry transactions.
• A background watermark may be required (and the Customer will be advised accordingly during the ordering process).
• The correct copyright acknowledgement to the Supplier must be shown in the following form: Reproduced from Ordnance Survey Data © Crown Copyright (insert year) All Rights reserved.
• A brief statement of the purpose of the publication must be shown.
• Insert the year of supply of the Content.
• The Content must not be published on its own without some additional text overlaid.
• The Content may not be published in vector form.
• The Content must be stored locally and securely encrypted.
• No manipulation of the Content may be made by screen capture, plotting, storage or otherwise.
• No onward transmission, transfer, sub-license, copy, use, marketing, distribution, merger, alteration or addition to, resale, assignment or otherwise shall be made of the Content unless the Licensee is appropriately authorized by the Suppliers.
• No geo-referencing or viewing of individual grid references.
• No extraction of the features from a single source unless an equal number of features of different provenance are extracted.

UK MAP

• The grant of licence in respect of the Content covers both paper plots and equivalent “raster” representations of the Content (available in Promap once a plot has been purchased) including PDF. A “raster” representation is defined as a graphic image, or non-searchable or non-editable version of the Content.
• The Customer is granted a 12 month licence to use the Content, such licence being renewable for a further 12 month periods upon payment of the relevant renewal fee.
• The Customer is licensed to make and use unlimited copies of the Content within its own organisation for ordinary internal business use, including the display of electronic copies on an internal business network or intranet.
• The correct copyright acknowledgement to the Supplier must be shown in the following form wherever all or part of the Content is reproduced: “UKMap® copyright by The GeoInformation® Group (insert year), Licence No. LANDMLON100003121118” followed by the relevant licence expiry date for the Content. Such notice shall be placed, together with the UKMap® logo, on the reproduced Content or as reasonably near to it as possible.
• The Customer is not permitted to supply the Content to any third party, save in respect of the following permitted purposes (together the “Permitted Purposes”):
  
  a. Use in professional reports prepared for third parties, provided that the provision of the Content is not a service in itself and is not a significant component of those services provided by the Customer.
  
  b. Use in paper property particulars showing the subject property for sale or rent, for circulation to interested parties.
  
  c. Use in electronic property particulars to appear on property listing websites or to be sent electronically to interested parties.
  
  d. Use in electronic or paper planning applications.
  
  e. Provision of a location map indicating the location of the Customer's own offices.
  
  f. Promotion of the Customer's own commercial services (provided that these do not consist of selling information which competes with the information contained in the Content).
• Neither the Customer nor any third party recipient receiving Content for a Permitted Purpose may use the Content to generate any independent commercial gain. In addition the Content may not be used in order to separately recreate all or part of the relevant Content and produce materials which can then be used to replace the Services.
• The Customer is not permitted to:
  
  a. Remove, change or obscure copyright notices.
  
  b. Provide a bureau service to a third party for the benefit of or on behalf of a third party.
  
  c. Promote or provide education programmes, offer demonstrations or training courses on any UKMap content.