Legal

Contents

Land Technologies Ltd ("we", "us" and "our") operates land.tech, www.landinsight.io, app.landinsight.io, app.landenhance.io and LandInsight GO. We are registered in England and Wales under company number 08845300 and have our registered office at 9 Appold St, Hackney, London, EC2A 2AP. Our VAT number is 184170704. To contact us, please email compliance@land.tech or call us on 0203 086 7855.

General Terms & Conditions

1. Introduction

1.1 This Agreement applies to the various Services we may provide to you, as described in your Order Form or otherwise. Certain of our services may have additional terms applicable to them called "Product Specific Terms", which includes for our LandInsight Free'; 'LandInsight Starter'; 'LandInsight Pro'; and 'LandInsight Unlimited' Services.

1.2 Our Services and this Agreement are intended for business, not personal use. Accordingly, you confirm that you are entering into the Agreement in this capacity and not as a consumer, and that you have authority to do so on behalf of your business. If this is not the case, you must not use the Services and must contact us instead to discuss alternative arrangements, if this is possible.

1.3 You agree that by entering into an Order Form (whether by signing it, clicking "I accept" (or similar wording)) or otherwise starting use of our Services you are both legally capable of entering into this Agreement and that you accept this Agreement.

1.4 Certain terms we use in this Agreement are defined as having a specific meaning. These terms are set out in clause 27.

2. Structure of the Agreement

2.1 When we use the term "Agreement", we mean these Terms & Conditions together with the following documents that you and we must comply with:

2.1.1 the contents of your specific Order Form;

2.1.2 the Product Specific Terms;

2.1.3 our Privacy Policy;

2.1.4 our Anti-bribery Policy;

2.1.5 our Data Protection Agreement;

2.1.6 our Acceptable Use Policy; and

2.1.7 any documents we refer to in any of the above;

2.2 All of the documents listed in clause 2.1 above, other than the Order Form, can be found on the following page: www.land.tech/legal

2.3 If there is a conflict between any of the documents referred to above, these Terms shall prevail, followed by the documents in descending order (from highest priority to lowest).

3. Subscription Period

3.1 We will provide you with access to the Services from the date set out in your Order From ("Start Date"). Access to those Services will be provided for the following duration:

3.1.1 "Initial Subscription Period": which is the minimum initial term for such Services will be set out in the Order Form. Where the Order Form sets out no "Initial Subscription Period", it shall be the same as your Billing Period; and

3.1.2 "Renewed Subscription Period": subject to earlier termination as set out in clause 15, the term of such Services will automatically renew for a further period as described in the applicable Product Specific Terms, unless you give us the required period of notice for non-renewal as set out in the Product Specific Terms prior to the end of the Initial Subscription Period or then applicable Renewed Subscription Period.

The Initial Subscription Period and any then applicable Renewed Subscription Period are referred to as the "Subscription Period" for those Services. This Agreement will terminate where you are no longer using or have access to any of our Services, unless otherwise agreed in writing.

4. Access the Services

4.1 Subject to any additional terms set out in the Order Form or Product Specific Terms:

4.1.1 We grant to you for the Subscription Period a non-exclusive, royalty free right to access and use the Services stated in the Order Form, strictly for your own internal business operations;

4.1.2 Use of the Services is limited to the number of User Subscriptions set out in the Order Form and any additional User Subscriptions you purchase as set out in clause 4.1.3 below.

4.1.3 You may purchase additional User Subscriptions at the rate that applies to your Services, set out either in your Order Form or Product Specific Terms. These additional User Subscriptions will be available for the remainder of the Subscription Period.

You grant to us a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into our services and products any suggestion, enhancement request, recommendation, correction or other feedback provided by you relating to the operation of or other attributes of our services and products.

5. Authorised Users

5.1 You will ensure that:

5.1.1 the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions you have purchased from time to time; and

5.1.2 you will not allow any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services.

5.2 You are responsible for your Authorised Users' use of the Service and their compliance with this Agreement.

5.3 You shall not deliberately access, store, distribute or transmit any viruses, onto or through our Services or systems (or any other similar thing that is designed to adversely affect any hardware software or systems). You shall use your reasonable endeavours to protect against this being done without deliberate intent.

5.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services by third parties and, in the event of any such unauthorised access or use, you shall promptly notify us.

6. Services

6.1 We shall use reasonable endeavours to make the Services available twenty-four hours per day, seven days per week, provided such availability shall exclude any planned, unplanned or emergency maintenance on the Services and that you maintain a sufficiently fast and reliable internet connection and use a browser environment which complies with our technical guidelines.

6.2 We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during normal business hours (being. 9.00 am to 6.00 pm local UK time, each day that is not a weekend or bank holiday in England). You may purchase enhanced support services separately by agreement.

7. Customer Data

7.1 Subject to clause 12.2 you shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

7.2 Except as expressly stated in this Agreement, we shall have no rights to, or in, any intellectual property rights or any other rights or licences in respect of the Customer Data.

7.3 We shall take reasonable precautions to preserve the integrity of Customer Data which we process and to prevent any corruption or loss of such data but we shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data other than as set out in clause 7.4 below.

7.4 In the event of any loss or damage to Customer Data howsoever caused, your sole and exclusive remedy shall be for us to use our reasonable commercial endeavours to restore the lost or damaged data from the latest back-up, if any.

8. Personal data

8.1 You acknowledge that the Services have not been designed to process or manage means anything that would be considered special category data under the Data Protection Legislation ("Sensitive Information") and accordingly you agree not to use the Services to collect, manage or process Sensitive Information.

9. Our obligations to you

9.1 We will perform the Services with reasonable skill and care expected of an experienced and skilled provider of such services.

9.2 If the Services do not conform with the undertaking in clause 9.1, we will, at our own expense, use reasonable commercial endeavours to correct any such non-conformance promptly, which constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 9.1. We do not warrant that your use of the Services will be uninterrupted or error-free; and are not responsible for any delays, delivery failures, or any other loss or damage resulting from facilities outside of our control.

9.3 We shall comply with all applicable laws applicable to the performance of the Services, including in respect of anti-bribery and anti-slavery.

10. Your obligations to us

10.1 You shall:

10.1.1 comply with all applicable laws and regulations with respect to your activities under this Agreement;

10.1.2 obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement, including without limitation the Services; and

10.1.3 in order to receive the Services, not take any steps to prevent or restrict us from exercising our legitimate interests as outlined in our Privacy Policy.

11. Charges and Payment

11.1 You shall pay the fees identified in the Order From for your applicable User Subscriptions and any other fees identified in the Order Form, which together we refer to as "Subscription Fees". We will also identify a "Billing Period" in the Order Form to determine the frequency we will charge you for the Services, or if none is identified, the billing period shall be as per the default billing period set out in the Product Specific Terms.

11.2 You shall pay the Subscription Fees in accordance with this clause 11.

11.3 You shall on the first day of the Subscription Period (and throughout the Subscription Period) provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details.

11.4 Paying by Credit Card: If the Order Form indicates that you will pay by credit card, you authorise us to charge your credit card or bank account for all fees payable during the Subscription Period (including for any Renewal Period, as applicable), you further authorise us to use a third party to process payments and consent to the disclosure of your payment information to such third party.

11.5 Paying by Invoice: If the Order Form indicates that you will pay by invoice, we will invoice you no more than 45 days before the beginning of the Subscription Period, each subsequent Billing Period thereafter and other times during the Subscription Period if and when fees are payable. All amounts invoiced are due and payable within 30 days from the date of the invoice, unless otherwise specified in the Order Form.

11.6 Without prejudice to clause 15.1, if we have not received payment within 30 days after the relevant due date, and without prejudice to any other rights and remedies we may have, we may, without liability to you, take any action we deem reasonably necessary to protect our business interests. This may include reducing your Services to a ‘free’ offering or excluding your access to the Services entirely.

11.7 All amounts and fees stated or referred to in the Order Form and this Agreement:

11.7.1 shall be payable in pounds sterling;

11.7.2 are, except as specifically provided in this Agreement, non-cancellable and non-refundable; and

11.7.3 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.

11.8 At the completion of the Initial Subscription Period, or a subsequent Renewed Subscription Period, we may increase fees for the Services purchased, for the upcoming Renewed Subscription Period. If an increase applies, we will give notice to you in advance of this taking effect. You can choose not to renew by providing notice of non-renewal, as described in clause 3.1.2 above.

11.9 We may from time to time provide certain Services to you where no Subscription Fees are payable ("Value Add Services"). Where we do so, you acknowledge that we may withdraw such Services on giving little or no notice and that, subject to clauses 14.2 and 14.3, our liability in connection with such Value Add Services (whether in contract, tort (including negligence) or otherwise) shall not exceed £100 (one hundred pounds sterling). You acknowledge that we would not be able to provide the Value Add Services to you at no charge, were it not for the foregoing provisions.

12. Proprietary rights

12.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and any modifications to them. Except as expressly stated in these Terms, this Agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

12.2 You consent to us:

12.2.1 using software tools such as cookies to collect Usage Data;

12.2.2 retaining and processing Usage Data for the purposes of detecting and preventing breaches of (i) our network security, (ii) the law or (iii) this Agreement, support, capacity planning and the operation/improvement of our services; and

12.2.3 using Usage Data to customise, obtain feedback on and market our Services (including other products offered by us), in accordance with our Privacy Policy,

provided always that any Personal Data comprised in the Usage Data has been anonymised to the extent that none of the actions in this clause 12.2 will breach any of your or our obligations under relevant Data Protection Legislation or our Privacy Policy.

12.3 We confirm that the Services do not infringe any third party intellectual property rights. If they do and any claim is made against you by a third party as a result, then we indemnify you for the direct losses you incur for our breach of this clause.

13. Confidentiality

13.1 "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.

13.2 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

13.2.1 is or becomes publicly known other than through any act or omission of the receiving party;

13.2.2 was in the other party's lawful possession before the disclosure;

13.2.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

13.2.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

13.3 Subject to clause 13.5, each party shall hold the other's Confidential Information in confidence and, unless required by law not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

13.4 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

13.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 13.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

13.6 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information. We acknowledge that the Customer Data is your Confidential Information.

13.7 The above provisions of this clause 13 shall survive termination of this Agreement, however arising.

14. Limitation of Liability

14.1 This clause 14 sets out our entire financial liability (including any liability for the acts and omissions of our employees, agents and sub-contractors) to you in connection with this Agreement.

14.2 Nothing in this Agreement excludes the liability of us which cannot legally be limited, including but not limited to liability for:

14.2.1 death or personal injury caused by our negligence; or

14.2.2 fraud or fraudulent misrepresentation.

14.3 Subject to clauses 14.2 and 14.4, our total aggregate liability in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise arising under or in connection with this Agreement shall be limited to the total Subscription Fees paid by you for the Services during the 6 months immediately preceding the date on which the default occurred.

14.4 Subject to clauses 14.2 and 14.3, we shall not be liable for any of the following types of loss: loss of profits; loss of sales or business; loss of or damage to goodwill (in each case whether direct or indirect); indirect loss or consequential loss.

14.5 You acknowledge that:

14.5.1 the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk; and

14.5.2 we use data from third party data sources and:

​14.5.2.1 we are not able to verify the accuracy of such data and accordingly accept no liability in respect of any such data accessed via the Services; and

​14.5.2.2 such third parties may also impose limitations on their liability in respect of the accuracy of such data and also accept no liability in respect of its use by you;

14.5.3 we may amend of remove portions of our Services as we deem necessary in the event that any third party data sources change or are otherwise no longer available.

14.6 Except as expressly and specifically provided in this Agreement, you assume sole responsibility for results obtained from the use of the Services by you or any Authorised User, and for conclusions drawn from such use.

14.7 We shall have no liability for any damage caused by errors, or omissions in any instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction.

14.8 All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law not expressly set out in this Agreement are, to the fullest extent permitted by applicable law, excluded from this Agreement.

15. Term and Termination

15.1 Without affecting any other right or remedy available to it, either party may terminate this Agreement or the affected Services with immediate effect by giving written notice to the other party if:

15.1.1 the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or

15.1.2 the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.

15.2 On termination of this Agreement for any reason:

15.2.1 access to the Services provided under this Agreement shall immediately terminate and you shall immediately cease all use of the Services; and

15.2.2 we may destroy or otherwise dispose of any of the Customer Data in our possession unless we receive a written request for the delivery to you of the then most recent back-up of the Customer Data. You shall pay all reasonable expenses incurred by us in returning or disposing of Customer Data.

16. Force majeure

16.1 We shall have no liability to you under this Agreement if we are prevented from or delayed in performing our obligations under this Agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control.

17. Variation

17.1 Subject to clause 17.2, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their respective authorised representatives).

17.2 We may change the terms of this Agreement from time to time at our sole discretion only to the extent that such a change is needed to comply with a change in law or regulation that effects this Agreement. Any such changes will be posted on our website and we may provide notification of changes via email or via the applicable Services. In the event we make a change to this Agreement which is of material detriment to you:

17.2.1 we shall provide the you with reasonable notice in writing by email; and

17.2.2 you shall be entitled to terminate this Agreement provided you provide 14 days’ notice of such termination to us within 14 days of receiving our notification of the change.

17.3 We may not change the terms of an Order Form without your written agreement.

17.4 From time to time, we may vary or otherwise update the Services for our customers. In doing so, we confirm we will not materially reduce the functionality you received prior to such updates being made.

18. Waiver

18.1 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19. Rights And Remedies

19.1 Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

20.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

20.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

21. Entire Agreement

21.1 This Agreement 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.

21.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (save where made fraudulently) that is not set out in this Agreement.

22. Assignment

22.1 We may, on prior written notice, at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement.

22.2 You shall not, without our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement.

23. No Partnership Or Agency

23.1 Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

24. Third Party Rights

24.1 This Agreement, unless otherwise specifically stated, does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Notices

25.1 Any notice required to be given under this Agreement shall be in writing and shall be sent by email to the other party’s email address as set out in the Order Form of this Agreement.

26. Governing law and jurisdiction

26.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

27. Definitions and interpretations

27.1 Throughout these terms and the Agreement, we use capitalised terms to refer to specific definitions. This is to ensure that you can be certain of the contractual terms you are agreeing to. These definitions are as follows:

27.1.1 "Authorised Users" means those specifically nominated employees, agents and/or independent contractors who are authorised by you to use the Services, in accordance with the terms of this Agreement;

27.1.2 "Customer Data" means the data inputted by you (including Personal Data), Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services, and which might include but shall not be limited to name, email address, file uploads and sites area comments/notes;

27.1.3 "Customer Personal Data" means any and all Personal Data input to the Services by or on behalf of you or any Authorised User (including without limitation, Personal Data of Users);

27.1.4 "Data Protection Legislation" means, unless and until no longer directly applicable in the United Kingdom, the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK, and then (in the event of non-applicability) any successor legislation to the GDPR, the Data Protection Act 1998 or the Data Protection Act 2018;

27.1.5 "Order Form" means a document or online form which contains (and confirms) all of the agreed details of our proposal to you. An ‘Order Form may be a physical document or contract, an online payment window or a detailed order form, in each case which reference these Terms and Conditions;

27.1.6 "Personal Data" has the meaning ascribed to it in the Data Protection Legislation;

27.1.7 "Services" means the relevant products and/or services provided by us to you as specifically stated in the Order Form for our Agreement together with the details of such services stated in the Product Specific Terms;

27.1.8 "Usage Data" means any data relating to the way you and Authorised Users use the Services. This includes data concerning clickstreams, generic types, messages (including subject headers, senders and recipients), software downloaded, times of sessions and volumes of data accessed;

27.1.9 "User Subscription" means the user subscriptions purchased by the you which entitle Authorised Users to access and use the Services in accordance with this Agreement;

27.2 The phrases "we", "us" or the "Supplier" refer to Land Technologies Ltd. A limited company with registered Company Number 08845300. The phrases "you", "your" or the "Customer" refer to the entity stated in the Order Form. You and us together are referred to in this Agreement as the "parties" and each a "party".

© 2016 Land Technologies Ltd. Registered Company Number 08845300. LAND TECHNOLOGIES LTD, m: LandTech, 9 Appold St, Hackney, London, EC2A 2AP t: 020 3086 7855