In these Conditions, the following definitions apply:
“Business Day” means a day other than a Saturday, Sunday or public holiday in England. “Charges” means the charges payable by You for the Services in accordance with these Conditions and set out in the Membership Agreement. “Commencement Date” has the meaning set out in clause 2.0. “Conditions” means these membership terms and conditions as amended from time to time. “Contract” means the contract between edozo and You for the supply of Services in accordance with these Conditions and the Membership Agreement (if applicable). “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010. “Data Protection Law(s)” means all relevant Data Protection Laws, including the Data Protection Act 2018 (as may be amended from time to time) that implemented the General Data Protection Regulation (GDPR) and thereafter any law applicable in the United Kingdom which deals with data protection. “edozo” means edozo Limited whose registered office is at 31 Pembroke Place London W8 6EU (company number 08848081). A reference to “Us” or “Our” or “We” is a reference to edozo. “Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company.
“Intellectual Property Rights” means all patents, rights to inventions, , copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. “Late Payment Legislation” means the Late Payment of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013 as amended. “Liability Cap” means the actual amount of Charges payable to edozo over a period of 12 months immediately preceding the issue giving rise to a claim or, if the Contract has been in force less than 12 months, the average actual monthly Charges payable multiplied by 12. “Member” means a client of edozo. “Membership Agreement” (if applicable) means the document issued by edozo confirming the terms of your membership of the edozo platform, signed by an authorised member of your organisation, and any subsequent updates and amendments to that Agreement. In the event of a conflict between the terms of the Membership Agreement and these Terms and Conditions then the terms in your Membership Agreement shall prevail. “Member Data” means all data and property information uploaded or provided to the edozo platform by You. “Membership” means Your entitlement to the Services subject to these Conditions. “Platforms” means the Website and Mobile Platform and any other technological platforms or innovations used or operated by edozo whether now or in the future. ‘’Preview Maps’’ means the watermarked maps visible on edozo before a map is produced and paid for. “Privacy Law” means The Privacy and Electronic (EC Directive) Regulations 2003 (as amended) and any law which replaces or repeals The Privacy and Electronic (EC Directive) Regulations 2003. “Services” means the products and services offered by edozo to its clients from time to time, including online web services, mapping services and use of the edozo website. “Term” means the initial term set out in the Membership Agreement. “Website” means the edozo websites located at www.edozo.com and maps.edozo.com or such other urls as edozo may nominate. “You” or “Your” means the person and or organisation that has applied for Membership. “Your Client” means a person to whom you are providing services. In these Conditions, a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to the singular shall include the plural and vice versa. A reference to a party includes its successors or permitted assigns. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. A reference to “writing” or “written” includes e-mails.
2.0 The Contract
2.3 We may modify these Terms, and may discontinue or revise any or all other aspects of the Services at our sole discretion, with immediate effect and without prior notice, including without limitation changing the Services available at any given time. Any amendment or variation to these Terms shall be posted on our Websites. Continued use of the Website by You shall be deemed an acceptance by You to be bound by any such amendments to the Terms.
3.0 The Services
3.1 edozo shall supply the Services to You in accordance with these Conditions and Your Membership Agreement (if applicable)
3.2 edozo shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services.
3.3 Subject to clause 3.5, edozo will use its reasonable endeavours to maintain the availability of the Platforms and provide the Services.
3.4 You acknowledge that access to the internet required for the provision of the Services is inherently associated with risk and edozo cannot warrant that the Services will be provided without interruption or error-free, although edozo will use reasonable endeavours to ensure the stability of the Platform and Services provided.
3.5 edozo reserves the right to suspend all or part of the Services as may be necessary to undertake routine or emergency maintenance.
4.0 Your Obligations
4.1 You shall use reasonable endeavours to ensure that information that You provide to edozo is complete.
4.2 You will provide to edozo valid functioning email addresses for Your business.
4.3 You warrant that You are not acting as a consumer as defined in the Consumer Rights Act 2015.
4.4 You shall indemnify and keep indemnified edozo against all losses, costs, damages, claims and expenses (including reasonable legal costs) arising from or connected to any breach by You of this Contract.
4.5 Unless you own or control the relevant material, you must not republish material from our website (including republication on another website); sell, rent, sub-license or redistribute material from our website other than in relation to valid requirements of your business.
4.6 You must not sell, trade or otherwise transfer your account.
5.0 Charges and Payment
5.1 You will pay Our Charges for the edozo Services You select and use. edozo may vary the Charges from time to time.
5.2 edozo will raise invoices for the Services which are payable in advance, except where an alternative method of payment has been agreed (such as monthly Direct Debit). If You dispute any amount raised in an invoice, then You must notify edozo within 10 Business Days from the date of the invoice.
5.3 We have the right to suspend the Services until such time as all amounts due are paid in full.
5.4 Liability is incurred for the cost of maps once a search begins, and the user may be liable to pay for all maps viewed and downloaded.
5.5 The Charges are exclusive of amounts in respect of value added tax chargeable (“VAT”).
5.6 Without limiting any other right or remedy of edozo, if You fail to make any payment due to edozo under the Contract by the due date for payment (“Due Date”), edozo shall have the right to charge interest at the rate of 4% per annum above the Bank of England’s base rate from time to time in force and reasonable legal fees in accordance with the Late Payment Legislation.
6.0 Platform Robustness
6.1 edozo will continue to treat platform robustness and the security of your data as a priority.
6.2 Our scalable platforms are run by a respected service provider who is compliant with PCI DSS, ISO27001, and ISAE 3402 Type II.
6.3 We backup our data daily using enterprise-standard encryption (Advanced Encryption Standard, 256 bit key) and carry out regular restores to verify quality.
6.4 edozo.com is accessed exclusively via HTTPS and is encrypted using AES_128_GCM and uses DHE_RSA as the key exchange mechanism. We store only hashed and salted versions of passwords, created using the standard “bcrypt” library. We are not able to retrieve passwords as the encryption mechanism is one-way.
7.0 Data Security
7.1.1 We will collect the information that you give to us when using our Site. We will collect information that you provide to us by corresponding with us by phone, e-mail or otherwise and may also collect technical information that has the potential to identify you, such as the internet protocol (IP) address used to connect your computer to the internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform.
7.1.2 We may also collect information about your visit, including the full uniform resource locators (URL) clickstream to, through and from our Site (including date and time), products you viewed or searched for, page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks and mouse-overs), methods used to browse away from the page. We will keep a record of the other site users you contact and the contents of the emails you send to them through the site.
7.1.3 We will protect your Personal Data in keeping with all relevant Data Protection Laws, including the Data Protection Act 2018 (as may be amended from time to time) that implemented the General DataProtection Regulation (GDPR) and thereafter any law applicable in the United Kingdom which deals with data protection.
7.1.5 The information we collect about you whilst using the Site can be used to help us develop, administer, support and improve our services, to conduct reviews that assist us in the improvement and optimisation of our Site and ensure that content from our Site is presented in the most effective manner and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes.
7.1.6 Sometimes we may use your personal information to provide marketing messages to you. You can opt out of marketing and other communications at any time by contacting us.
7.1.7 We retain access to all personal information that we have collected from you or about you. If edozo is sold or merged, or if we sell or buy any business or assets, we may disclose your personal data to the prospective seller or buyer of such business or assets. We will make sure that any such transfer is done in a secure way.
7.1.8 If we offer or supply a service to you that is provided on our behalf by a third party we may have to pass your information to them in order to deliver the service. By using this Site you consent to us providing your information to the third parties authorised by us to provide such services. We will not otherwise disclose, sell or distribute your information to any third party without your permission unless we are required to do so by law or to obtain professional advice.
7.1.9 We will retain your information for as long as reasonable/necessary and no longer than permitted by law.
7.2 Storing Data
7.2.1 The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area ("EEA"). It may also be processed by staff operating outside the EEA who work for us or for one of our suppliers or contractors. You agree to this transfer, storing or processing. We will do our best to protect your personal data, however we cannot guarantee the security of your data transmitted to our Site.
7.2.2 Where we have given you (or where you have chosen) a password which enables you to access certain parts of the Site, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
8.0 Intellectual Property
8.1 edozo owns all of the Intellectual Property Rights in its Brand.
8.2 edozo is the exclusive owner of and controls all rights in the Platforms. All Intellectual Property Rights in or arising out of or in connection with the Platforms and Services are owned by edozo.
8.3 You grant Us a non-exclusive licence to use Your logo(s) on the Platforms. When using such logo(s) and/or name(s), We will use and display such logo(s) and/or name(s) in a manner, style and colour consistent with the instructions given to Us by You from time to time.
9.0 Data Ownership (if applicable)
9.1 You are the proprietor and data controller of your Member Data.
9.2 When You upload Member Data You assign to Us any interest You may have in Our copy of the Member Data, although you will continue to control the sharing of aspects of Your Data with other platform Members in line with the edozo Comparable Request System and be entitled to request that edozo returns to you your data in its original format.
9.3 Both parties will observe and perform their respective obligations set out in the Relevant Legislation and Codes regarding Member Data and You will act at all times in accordance with best professional practice ensuring that You have authority to upload Member Data.
9.4 Member Data may be reformatted by edozo so that it can be processed by the Platforms (“Reformatted Data”). edozo is under no obligation to check the accuracy of Member Data but may at any time refuse to upload onto the Platforms or remove from the Platforms any or all Reformatted Data which in edozo’s reasonable opinion is or could be inaccurate, offensive, illegal or immoral, does or could potentially infringe any third-party Intellectual Property Rights or contain any third-party confidential information.
9.5 You warrant that the Member Data is within Your ownership and control; You are entitled to transfer a copy of it to Us and it does not when published on the Platforms, breach any law or regulation or infringe any third-party Intellectual Property Rights;
9.6 You shall indemnify and hold edozo harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by edozo as a result of or in connection with any alleged or actual infringement, of any third party's Intellectual Property Rights or other rights arising out of the use or supply of Member Data (including Reformatted Data).
9.7 You shall promptly notify Us if You become aware of any unauthorised access to the Platforms ensuring that Your employees, officers, agents, consultants and representatives change the password You use in connection with the Services at regular intervals. You must not share a password which is used in connection with the Services with any third parties or unauthorised individuals.
9.8 You shall have the right to use maps produced on edozo in line with the end user licence agreement (OS End User License Agreement) for 12-months, after which an additional Ordnance Survey licence fee will be due for the editing, export of and use of the map.
9.9 Under no circumstances may Preview Maps be used outside the service whether by "screenshots" or other methods.
10.0 Use of Ordnance Survey Data
10.1 By virtue of using edozo maps/data you agree to be bound by Ordnance surveys end user licence terms and conditions (OS End User License Agreement). Where mapping is provided by Ordnance Survey, you acknowledge and agree that 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.
11.0 Accuracy of Mapping and Measuring
11.1 edozo uses best endeavors to provide the most accurate boundary maps possible, including the provision of Auto-Polygon™ technology.
11.2 edozo supplies Ordnance Survey mapping to the level of accuracy enabled by them.
11.3 edozo measuring tools incorporate any existing errors from Ordnance Survey mapping and are also dependent on 4 other factors; features, cursor placement, pixel size and the calculation used.
11.4 edozo offers no guarantee as to the accuracy or otherwise of the above. If an exact positional or measurement accuracy is required, then a site survey is recommended. An image file may not be to scale.
12.1 You shall keep in strict confidence all information which is of a confidential nature that has been disclosed to You by edozo, and any other confidential information concerning edozo's business or its products or its services which You may obtain. This clause shall survive termination of the Contract.
13.0 Limitation of Liability
13.1 Nothing in these Conditions shall limit or exclude edozo's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.
13.2 Subject to clause 13.1 edozo shall under no circumstances whatsoever be liable to You whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of reputation, loss or damage to Your Data (including Reformatted Data) or any indirect or consequential loss arising under or in connection with the Contract.
13.3 edozo's total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed a sum equal to 100% of the Liability Cap.
13.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.5 This clause 13 shall survive termination of the Contract.
14.0 Term and Termination
14.1 edozo may terminate this Contract immediately if You commit any breach of these Conditions and, if that breach is capable of remedy, You fail to remedy such breach within 14 days of being notified in writing.
14.2 edozo may also terminate this Contract in the event that:
1. an order is made, or a resolution is passed for Your winding-up or;
2. an order is made for the appointment of an administrator to manage Your affairs, business and property.
14.3 On termination of the Contract for any reason You shall immediately pay to edozo all of edozo's outstanding invoices and interest and You shall immediately cease using all of edozo’s Intellectual Property Rights.
14.4 The accrued rights, obligations and liabilities of the parties at expiry or termination shall not be affected.
15.1 Force Majeure - edozo shall not be in breach of this Contract nor liable for delay in performing or failure to perform any of its obligations under these Conditions if such delay or failure results from events, circumstances or causes beyond its reasonable control.
15.2 Any notice or other communication required to be given by edozo under or in connection with the Contract shall be in writing and shall be delivered by email to You. We may also deliver such notice or other communication by hand or by pre-paid first-class post or recorded delivery providing proof of postage to your registered address or to such other address as You may notify to Us in writing from time to time.
15.3 Any notice or communication issued by either party shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address. If sent by email, on the next Business Day after transmission. If sent by pre-paid first-class post or other next working day delivery service providing proof of postage, on the second Business Day after posting.
15.4 These Conditions and the documents referred to in them are the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not do so on the basis of, and does not rely on any representation warranty or other provision not expressly contained in these Conditions. If a court decides that any part of these Conditions or the documents referred to in them cannot be enforced, the offending clause or wording will not apply but the rest of the document will. A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under the Conditions or the documents referred to in them shall not prevent the exercise of that or any other right.
15.5 You may not assign or transfer any benefit, interest or obligation under the Contract without edozo’s prior written consent.
15.6 With the exception of any member of edozo’s Group, no one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce its terms.
15.7 This Contract 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 law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).