Terms & Conditions
These Terms of Service govern your use of the www.iGeolise.com, www.traveltimeplatform.com or www.minutemapr.com websites (‘the Site’ or ‘the Sites’ as applicable) made available by iGeolise limited.
‘The Service’ refers to the Site or Sites and also any products made available by iGeolise from those sites. iGeolise Limited is registered at Companies House in the UK, with registration number 6975940. The iGeolise corporate web site is www.igeolise.com
1. Acceptance of terms
1.1 The Service is only available to
1.1.i. individuals who at least 18 years old. You represent and warrant that if you are an individual, you are of legal age to form a legally binding contract and are at least 18 years old, and that all the registration information you provide is accurate and truthful.
1.1.ii. legal entities. If you visit ‘the Sites’ or use any the ‘Service’ on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions in which case the terms ‘you’ or ‘yours’ shall refer to such entity.
1.2. iGeolise may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.
1.3. iGeolise reserves the right, in its sole discretion, to modify or replace any of the Terms of Service, at any time, by posting a notice on the Site or sending you an email to the email address you provide when registering for the Service (or subsequently update). It is your responsibility to check the Terms of Service periodically for changes. Your continued use of the Service following posting of any changes to the Terms of Service constitutes your acceptance of those changes.
2. Rules and Conduct
2.1. You are responsible for all of your activity in connection with the Service, and agree not to use the Service for any purpose that is prohibited by the Terms of Service. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the Service, that:
2.1.i. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.1.ii. facilitates illegal activity;
2.1.iii. depicts sexually explicit images;
2.1.iv. promotes unlawful violence;
2.1.v. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.1.vi. causes damage or injury to any person or property, including (by way of example but not limited to) viruses, worms and trojan horses.
2.2. You agree
2.2.i. you shall not take any action that imposes or may impose (as determined by iGeolise in its sole discretion) an unreasonable or disproportionately large load on iGeolise’s (or its third party providers’) infrastructure;
2.2.ii. you shall not interfere with or attempt to interfere with the proper working of the Service or any activities conducted on the Service;
2.2.iii. you shall not bypass or attempt to bypass any measures iGeolise may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
2.3. You agree you shall not (except to the extent expressly permitted under this agreement),
2.3.i. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service including without limitation the code, algorithms, software or documentation, in any form or media or by any means; or
2.3.ii. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service including without limitation the code, algorithms, software or documentation; or
2.3.iii. access all or any part of the Service including without limitation the code, algorithms, software or documentation, in order to build a product or Service which competes with the Service.
2.4. iGeolise reserves the right, in its sole discretion and without liability to you, to disable your access to the Service in the event of any breach of the provisions of this clause.
3. Privacy and data protection.
3.1. When you use the Service some information about you becomes available to iGeolise. This includes your name, contact details, and a record of your purchases. iGeolise complies with Data Protection Act requirements regarding the use and storage of your personal data. iGeolise will not store your data longer than necessary, and will do its utmost to store it securely. At any time you can request a copy of the data records iGeolise store about you.
3.2. You agree that iGeolise can use the personal data you provide to us, so that from time to time iGeolise may send you updates about the Service. iGeolise will not sell, licence, rent or otherwise provide your personal data to any other person or organisation unless required to do so by law.
3.3. This Service uses a session cookie in order to know whether users are logged in and for the short term storage of information necessary to provide the Service.
3.5. If iGeolise processes any personal data on your behalf when performing its obligations under this agreement, the parties record their intention that you shall be the data controller and that iGeolise shall be a data processor and in any such case:
3.5.i. you acknowledge and agree that the personal data may be transferred or stored outside The European Economic Area (EEA) or the country where you are located in order to carry out the Services and iGeolise’s other obligations under this agreement;
3.5.ii. you shall ensure that you are entitled to transfer the relevant personal data to iGeolise so that iGeolise may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
3.5.iii. you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
3.5.iv. iGeolise shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and
3.5.v. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
4.1. 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:
4.1.i. is or becomes publicly known other than through any act or omission of the receiving party;
4.1.ii. was in the other party’s lawful possession before the disclosure;
4.1.iii. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4.1.iv. is independently developed by the receiving party, which independent development can be shown by written evidence; or
4.1.v. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
4.2. 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.
4.3. 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.
4.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
4.5. You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute iGeolise’s Confidential Information.
4.6. iGeolise acknowledges that ‘Customer Data’ is your Confidential Information.
4.7. This clause shall survive termination of this agreement, however arising.
5.1. iGeolise reserves the right to require payment for some or all aspects of the Service. If you elect to use such aspects you agree to pay all applicable fees and adhere to any applicable conditions which will be communicated at such time.
5.2. iGeolise reserves the right, in its sole discretion, to change the prices it charges for such paid-for Services at ten (10) days’ notice – which may be sent to you by email to the email address you provided when registering for the Service or subsequently updated, or posted on the Site. Use of the Service by you following such notification constitutes your acceptance of such changes.
5.3. If you display information on your site or mobile application to users who are outside of your organisation (for example but without limitation, a site or application that consumers access), then iGeolise reserves the right in its sole discretion to make it a condition that you display the iGeolise logo or name, or the Travel Time logo or name on your screen where information that has been generated or tailored by the Service is displayed. iGeolise will provide the logo or name in an appropriate form.
6.1. iGeolise does not warrant that your use of the Services will be uninterrupted or error-free; nor that the Services and/or the information you obtain through the Services will meet your requirements.
6.2. While iGeolise will use its best efforts to maintain the Service, iGeolise cannot guarantee that the Site or Service will be error-free and uninterrupted.
6.3. iGeolise is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service and Site may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4. iGeolise cannot guarantee a specific outcome resulting from your use of the Service and is not responsible for decisions you make as a result of using the Service.
6.5. iGeolise retains the right to suspend, terminate or change the operation of the Service or Site for any reason at any time without notice. iGeolise will not be liable for any loss, damage, expense or costs suffered by you as a result of suspending or withdrawing the Service or Site or terminating your account.
7. Limitation of liability
7.1. This clause sets out iGeolise’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of:
7.1.i. any breach of this agreement;
7.1.ii. any use made by you of the Service or Site or any part of them; and
7.1.iii. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
7.2. Except as expressly and specifically provided in this agreement:
7.2.i. You assume sole responsibility for results obtained from the use of the Service, and for conclusions drawn from such use. iGeolise shall have no liability for any damage caused by errors or omissions in the Service, or your use of the Service, or action you take as a result of use of the Service.
7.2.ii. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
7.2.iii. the Service and the Site are provided to you on an “as is” basis.
7.3. Nothing in this agreement excludes iGeolise’s liability:
7.3.i. for death or personal injury caused by iGeolise’s negligence; or
7.3.ii. for fraud or fraudulent misrepresentation.
7.4. iGeolise shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
7.5. iGeolise’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total fees paid by you for the period immediately preceding the date on which the claim arose.
8.1. iGeolise may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid hereunder are non-refundable unless otherwise agreed in writing between the parties.
8.2. All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, and confidentiality.
9. Force majeure
9.1. iGeolise shall have no liability to you under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving iGeolise’s workforce or of any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
10.1. A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
10.2. Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
11.1. 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.
11.2. 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.
12. Entire agreement
12.1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties regarding use of the Service and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. The General Terms and Conditions for purchase of ‘MinuteMapr’ and the ‘TravelTime platform’ are available on request from firstname.lastname@example.org.
12.2. Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
13.1. You shall not, without the prior written consent of iGeolise, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
13.2. iGeolise may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
14. Intellectual Property
14.1. You acknowledge and agree that iGeolise and/or its licensors own all intellectual property rights in the Services and the Sites including without limitation all code and algorithms. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or Site.
15. No partnership or agency
15.1. 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).
16. Third party rights
16.1. This agreement 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.
17. Governing law and jurisdiction
17.1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
17.2. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).