Terms and Conditions

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1. Definitions

1.1 In the Agreement:

"Agreement" means the agreement incorporating the Signup Form and these terms and conditions, and any amendments thereto from time to time;

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

"Confidential Information" means the LCL Confidential Information and/or the Partner Confidential Information;

"Effective Date" means the date of execution of the Agreement;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected;

"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;

"LCL" means Lutra Consulting Ltd, a company incorporated in England and Wales (registration number 09460334) having its registered office at 85 Great Portland Street, London W1W 7LT, United Kingdom;

"MM" means Mergin Maps data sharing and collection platform developed by LCL.

"LCL Confidential Information" means any information disclosed by or on behalf of LCL to the Partner at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by the Partner (acting reasonably) to be confidential;

"MM Website" means the website accessible via www.merginmaps.com and any successor website published by LCL from time to time;

"MM Marketing Materials" means the marketing materials of LCL that are specified in the Signup Form, or which are made available by LCL to the Partner for the purposes of the Agreement;

"LCL Trade Marks" means those registered and unregistered trade marks of LCL that are specified in the Signup Form, or representation of which are made available by LCL to the Partner for the purposes of the Agreement;

"Marketing Materials" means the LCL Marketing Materials and/or the Partner Marketing Materials;

"Partner" means the person or entity identified as such in the Signup Form;

"Partner Confidential Information" means any information disclosed by or on behalf of the Partner to LCL at any time before the termination of the Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been understood by LCL (acting reasonably) to be confidential;

"Partner Marketing Materials" means the marketing materials of the Partner that are specified in the Signup Form, or which are made available by the Partner to LCL for the purposes of the Agreement;

"Partner Trade Marks" means those registered and unregistered trade marks of the Partner that are specified in the Signup Form, or representation of which are made available by the Partner to LCL for the purposes of the Agreement;

"Partner Website" means the website identified as such in the Signup Form, and any successor website published by the Partner from time to time;

"Relevant Purposes" means those purposes identified as such in the Signup Form;

"Signup Form" means the partner signup form produced by LCL, shared with the Partner, and signed by or on behalf of each of the parties;

"Trade Marks" means the LCL Trade Marks and/or the Partner Trade Marks; and

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

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2. Term; no exclusivity

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

2.2 This Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 10 or any other provision of the Agreement.

2.3 For the avoidance of doubt, nothing in the Agreement will restrict either party from entering into similar contracts with third parties, or from providing benefits that are identical and/or similar to the benefits provided under the Agreement to any third party.

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3. Benefits and obligations

3.1 Each party shall provide to the other party the relevant benefits specified in the Signup Form, and each party shall perform its obligations specified in the Signup Form with reasonable skill and care.

3.2 A party shall not be in breach of the Agreement or liable to the other party in respect of any delay or failure in the performance its obligations under the Agreement that arises as a consequence of a delay or failure in the performance of the other party's obligations under the Agreement.

3.3 Neither party shall during the Term take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other party.

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4. LCL Trade Marks and LCL Marketing Materials

4.1 LCL shall provide or make available to the Partner in a digital format:

(a) representations of the LCL Trade Marks; and

(b) copies of the LCL Marketing Materials,

that are identified for provision in the Signup Form, in accordance with any timetable specified in the Signup Form or otherwise within a reasonable period following the Effective Date.

4.2 LCL grants to the Partner a non-exclusive licence to use LCL Trade Marks and LCL Marketing Materials during the Term for the Relevant Purposes, and providing that LCL has given its prior written consent in relation to the type of use in question, or LCL has not objected to the type of use within the period of 10 Business Days following receipt of a written notice from the Partner detailing the type of use in question.

4.3 The Partner must ensure that all uses of LCL Trade Marks will be in accordance with any style guide supplied or made available by LCL to the Partner.

4.4 The Partner shall ensure that all instances of the use of LCL Trade Marks will be of a reasonable professional standard.

4.5 Notwithstanding any other provision of the Agreement, the Partner must not use LCL Trade Marks in any way that:

(a) may invalidate or lead to the revocation of or otherwise jeopardise any registered trade mark protection benefiting LCL Trade Marks;

(b) may assist with any application to cancel or invalidate any registered LCL Trade Mark or any opposition to any application by LCL to register any LCL Trade Mark;

(d) may prejudice the right or title of LCL to LCL Trade Marks; or

(e) is liable to bring LCL or any LCL Trade Mark into disrepute.

4.6 All goodwill arising as a result of, or in relation to, the use of LCL Trade Marks will accrue exclusively to LCL.

4.7 If LCL considers that a use of LCL Trade Marks or LCL Marketing Materials by the Partner breaches the provisions of this Clause 4 or is otherwise undesirable, LCL may issue a notice to the Partner requesting that such usage cease, and the Partner must ensure that such usage will cease within 5 Business Days following receipt of such a notice.

4.8 The Partner will not by virtue of the Agreement obtain or claim any right, title or interest in or to LCL Trade Marks except as expressly set out in the Agreement.

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5. Partner Trade Marks and Partner Marketing Materials

5.1 The Partner shall provide or make available to LCL in a digital format:

(a) representations of the Partner Trade Marks; and

(b) copies of the Partner Marketing Materials,

that are identified for provision in the Signup Form, in accordance with any timetable specified in the Signup Form or otherwise within a reasonable period following the Effective Date.

5.2 The Partner grants to LCL a non-exclusive licence to use the Partner Trade Marks and Partner Marketing Materials during the Term for the Relevant Purposes, and providing that the Partner has given its prior written consent in relation to the type of use in question, or the Partner has not objected to the type of use within the period of 10 Business Days following receipt of a written notice from LCL detailing the type of use in question.

5.3 LCL must ensure that all uses of the Partner Trade Marks will be in accordance with any style guide provided or made available by the Partner to LCL.

5.4 LCL shall ensure that all instances of the use of the Partner Trade Marks will be of a reasonable professional standard.

5.5 Notwithstanding any other provision of the Agreement, LCL must not use the Partner Trade Marks in any way that will or may:

(a) invalidate or lead to the revocation of or otherwise jeopardise any registered trade mark protection benefiting the Partner Trade Marks;

(b) assist with any application to cancel or invalidate any registered Partner Trade Mark or any opposition to any application by the Partner to register any Partner Trade Mark;

(d) prejudice the right or title of the Partner to the Partner Trade Marks; or

(e) bring the Partner or any Partner Trade Mark into disrepute.

5.6 All goodwill arising as a result of, or in relation to, the use of the Partner Trade Marks will accrue exclusively to the Partner.

5.7 If the Partner considers that a use of the Partner Trade Marks or Partner Marketing Materials by LCL breaches the provisions of this Clause 5 or is otherwise undesirable, the Partner may issue a notice to LCL requesting that such usage cease, and LCL must ensure that such usage will cease within 5 Business Days following receipt of such a notice.

5.8 LCL will not by virtue of the Agreement obtain or claim any right, title or interest in or to the Partner Trade Marks except as expressly set out in the Agreement.

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6. Third party infringement of Trade Marks

6.1 If a party must, if it becomes aware of any actual or threatened infringement of any of the other party's Trade Mark, notify the other party in writing.

6.2 The provisions of Section 30 of the Trade Marks Act 1994 (and any equivalent legal provisions anywhere in the world) shall not benefit either party under the Agreement.

6.3 At the request of a party, the other party shall provide to the requesting party all reasonable assistance and co-operation requested by the requesting party in respect of any third party infringement or threatened infringement of the requesting party's Trade Marks and any other disputes, claims, proceedings or challenges relating to the requesting party's Trade Marks. The requesting party shall reimburse the other party in respect of the other party's reasonable expenses incurred in performing its obligations under this Clause 6.3.

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7. Confidentiality obligations

7.1 The Partner must:

(a) keep LCL Confidential Information strictly confidential;

(b) not disclose LCL Confidential Information to any person without LCL's prior written consent, and then only under conditions of confidentiality approved in writing by LCL;

(c) use the same degree of care to protect the confidentiality of LCL Confidential Information as the Partner uses to protect the Partner's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to LCL Confidential Information; and

(e) not use or allow the use of any of LCL Confidential Information for any purpose other than the Relevant Purposes.

7.2 LCL must:

(a) keep the Partner Confidential Information strictly confidential;

(b) not disclose the Partner Confidential Information to any person without the Partner's prior written consent, and then only under conditions of confidentiality approved in writing by the Partner;

(c) use the same degree of care to protect the confidentiality of the Partner Confidential Information as LCL uses to protect LCL's own confidential information of a similar nature, being at least a reasonable degree of care;

(d) act in good faith at all times in relation to the Partner Confidential Information; and

(e) not use or allow the use of any of the Partner Confidential Information for any purpose other than the Relevant Purposes.

7.3 Notwithstanding Clauses 7.1 and 7.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

7.4 No obligations are imposed by this Clause 7 with respect to a party's Confidential Information if that Confidential Information:

(a) is known to the other party before disclosure under the Agreement and is not subject to any other obligation of confidentiality;

(b) is or becomes publicly known through no act or default of the other party; or

(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

7.5 The restrictions in this Clause 7 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

7.6 Upon the termination of the Agreement, each party must immediately cease to use the other party's Confidential Information.

7.7 The provisions of this Clause 7 shall continue in force indefinitely following the termination of the Agreement.

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8. Warranties

8.1 Each party warrants that:

(a) it has the legal right and authority to enter into the Agreement and to perform its obligations under the Agreement; and

(b) the use of its Trade Marks and Marketing Materials by the other party in accordance with the Agreement will not infringe any person's Intellectual Property Rights.

8.2 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in the Agreement. 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.

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9. Limitations and exclusions of liability

9.1 Nothing in the Agreement will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in the Agreement:

(a) are subject to Clause 9.1; and

(b) govern all liabilities arising under the Agreement or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

9.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement, that obligation will be suspended for the duration of the Force Majeure Event.

9.4 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

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10. Termination

10.1 Either party may terminate the Agreement by giving to the other party not less than 5 Business Days' written notice of termination.

10.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any breach of the Agreement; or

(b) subject to applicable law, the other party is or becomes unable to pay its debts as they fall due, insolvent or bankrupt, or if the other party enters into any insolvency or bankruptcy process or proceedings.

10.3 Upon the termination of the Agreement, all of the provisions of the Agreement shall cease to have effect, save that the following provisions of the Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.8, 5.8, 6.3, 7, 9, 10.3 to 10.5 and 11.

10.4 Except to the extent expressly provided otherwise in the Agreement, the termination of the Agreement shall not affect the accrued rights of either party.

10.5 Within 10 Business Days following the termination of the Agreement, each party must cease to use the other party's Trade Marks and Marketing Materials and must delete, remove or permanently obscure the other party's Trade Marks that appear on any works and materials in its possession or control.

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11. General

11.1 Notwithstanding the use of "Partner" herein, the Agreement is not intended to and does not create a legal partnership or agency relationship between the parties.

11.2 Save to the extent expressly permitted by applicable law, a party must not assign, transfer or otherwise deal with that party's contractual rights and/or obligations under the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

11.3 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

11.4 If a provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of the Agreement 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.

11.5 This Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party. The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

11.6 This Agreement may not be varied except by means of a written document signed by or on behalf of each party.

11.7 The Signup Form and these terms and conditions shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

11.8 This Agreement shall be governed by and construed in accordance with English law. Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England.