These Terms apply to Lorry Route (the Service).
BY USING THE SERVICE THE INDIVIDUAL OR ENTITY LICENSING THE SERVICE (LICENSEE) IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT AND IS UNCONDITIONALLY ACCEPTING THESE TERMS. IF THE LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT USE THE SERVICE.
1. LICENSOR
In this Agreement the Licensor shall mean Pro Mapping Software Limited, a company registered in England and Wales under company number 11607946 and with its operating office at 124 City Road, London EC1V 2NX, UK.
2. LICENCE PERIOD
2.1 The Licensor grants to the Licensee for the period of one calendar year from the date of purchase (the Licence Period) a non-exclusive and non-transferable multi-user fleet licence to use for personal or internal business purposes. The Licensee acknowledges that it is to use the Service only in accordance with this Agreement.
2.2 The Licensee may use the Service during the Licence Period only for the number of vehicles permitted by the Subscription Tier or explicitly agreed using Order Form, purchased by the Licensee (the "Vehicle Allowance"), at the date of purchase. Each such vehicle must be either owned owned, leased, hired or otherwise operated by or on behalf of the Licensee.
2.3 The Licence Period may be extended by the Licensee paying the annual renewal fees as referred to below.
2.4 This licence is not transferrable to any other individual, company or organisation.
2.5 The Licensee may not redistribute the Service, sub-license it, or make it available to any third party, save that the Licensee may permit drivers and operators; whether employed by the Licensee, or engaged as agency workers, subcontractors, or otherwise supplied to carry out driving or fleet operations on the Licensee's behalf, to use the Service by way of driver logins created under the Licensee's account, provided that: (a) each driver login is used only by one such person at any one time, and only while that person is carrying out work for the Licensee; (b) the number of active driver logins does not exceed the number permitted under the Licensee's plan or subscription; (c) the Licensee remains responsible for the compliance of each driver, operator, agency worker or subcontractor with this Agreement as if such use were its own; and (d) no driver login is made available to any business, fleet, or person except in connection with work carried out for the Licensee.
2.5.1 For the avoidance of doubt, use of the Service in accordance with this clause 2.6 by drivers, operators, agency workers or subcontractors carrying out work for the Licensee does not constitute redistribution, third party access, or commercial use requiring a separate agreement, notwithstanding that such persons may not be directly employed by the Licensee. Any use beyond this; including a driver login being used for work unrelated to the Licensee, making driver logins or the Service available to another company or an unaffiliated fleet, or resale of access to the Service is not permitted.
3. RESTRICTIONS
3.1 Except as otherwise expressly permitted in this Agreement, the Licensee may not:
3.1.1 adapt, alter, modify or create any derivative works of the Service or documentation, including any translation;
3.1.2 decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Service (except to the extent applicable laws specifically prohibit such restriction);
3.1.3 redistribute, encumber, sell, rent, lease, sub-licence, or otherwise transfer rights to the Service; or
3.1.4 remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Service;
3.1.5 convert the Service or any part of it into printed form except as reasonably necessary for the Licensee's drivers in the normal course of using the Service;
3.1.6 use the Service other than in a manner that complies with all applicable laws in the jurisdiction in which the Licensee uses the Service, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4. FEES
4.1 The licence granted under this Agreement is conditional on the Licensee paying the appropriate licence fee for the Service to cover the initial Licence Period as specified at the time of purchase. A further licence fee will automatically be payable on each anniversary of initial purchase of the Service, unless the Licensee terminates the Licence according to the auto-renew procedure.
4.2 Renewal of the licence shall take place on one of the following bases, as specified at the time of purchase or otherwise agreed in writing between the parties. Where no renewal basis is specified, clause 4.2.1 shall apply.
4.2.1 Automatic renewal: a further licence fee will automatically become payable on each anniversary of the initial purchase of the Service, unless the Licensee terminates the licence in accordance with the auto-renew procedure; or
4.2.2 Renewal by purchase order: any renewal shall be expressly agreed in writing by the parties and shall require a new purchase order from the Licensee. If no such agreement and purchase order are in place by the end of the current Licence Period, the licence will expire at the end of that period.
4.2 Further fees may also be payable for new features or services and/or subsequent versions of the Service as made available by the Licensor and such updates and/or subsequent versions shall be subject to separate end user licence terms.
5. TITLE AND COPYRIGHT
5.1 No title or rights of ownership, copyright or any other intellectual property rights in the Service is or will be transferred to the Licensee.
5.2 The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by the applicable law. The licence granted under this Agreement gives the Licensee no rights to such content.
5.3 The Licensee understands that the Service contains proprietary information and agrees that it will not provide or otherwise make any of the Service and/or related documentation available for any reason to any other person, firm, company or organisation.
6. IMPORTANT NOTICES AND DISCLAIMER OF WARRANTY
6.1 Using navigation aids does not replace the need for drivers to be aware of their surroundings and to look out for real world navigation prompts, including road signs. It is the responsibility of every driver to be aware of the weather, road conditions, other vehicles and anything else that could affect driving, directions or visibility.
6.2 The Licensor warrants that the Service will be provided with reasonable skill and care, will materially conform to its published description and will use reasonably current routing and restriction data as supplied by its data providers. The Licensor also warrants that it has the right to provide the Service and that the Licensee's permitted use of it will not infringe any third-party intellectual property rights. If such use is alleged to infringe a third party's rights, the Licensor shall procure the Licensee's continued right to use the Service, modify or replace it, or refund the prepaid fees attributable to the unused Licence Period. The Licensor does not warrant that use of the Service will prevent every routing breach, PCN or incident.
7. LIMITATION OF LIABILITY
7.1 In accordance with usual information technology industry practice the the parties limit their respective liability under this Agreement in the following way:
7.1.1 Neither party shall in any circumstances be liable to the other party for any special, indirect or consequential losses or damages of any kind whatsoever including (but not limited to) loss of profits, loss of business opportunities or arising from loss of data.
7.1.2 Subject to clauses 7.2 and 7.3, each party accepts liability for direct losses arising from its breach of this Agreement.
7.1.3 Nothing in this Agreement shall limit or exclude either party's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
7.1.4 All implied and statutory terms and conditions are hereby excluded to the maximum extent permissible by law.
7.2 In any case, each party's entire liability under any provision of this Agreement shall not exceed the aggregate sum of the fees the Licensee paid for this Licence (if any) and fees for support of the Service received by the Licensor under a separate support agreement (if any). This limitation shall not affect the Licensee's obligation to pay any fees properly due under this Agreement. The Licensor shall not be responsible for liability arising from content supplied by the Licensee or its authorised users.
7.3 The limitations and exclusions in clauses 7.1.1 and 7.2 shall not apply to any breach by the Licensee of clause 2 (Licence) or clause 3 (Restrictions), or to any infringement by the Licensee of the Licensor's intellectual property rights.
7.4 The Licensor is acting on behalf of its employees and licensors or affiliates for the purpose of disclaiming, excluding and/or restricting obligations, warranties and liability as provided in this clause, but in no other respects and for no other purpose.
8. DATA PROTECTION
8.1 The Licensor may use any information supplied by the Licensee for the purposes of providing the Service to the Licensee and managing the licence granted under this Agreement as well as for its own administrative and customer service purposes or for any purpose required by law.
8.2 The Licensor shall comply with applicable data protection regulations at all times.
8.3 Unless the Licensee notifies the Licensor in writing the Licensor may:
8.3.1 use information supplied by the Licensee for market research purposes or to supply the Licensee with information about other products or services available from the Licensor or its associated companies;
8.3.2 provide information supplied by the Licensee to third parties for market research purposes or to enable them to supply the Licensee with information about their products or services;
8.3.3 communicate information that describes the habits, usage patterns and/or demographics of the whole or a part of the Licensor's Licensee base (including the Licensee) but does not describe or reveal the identity of any particular Licensee, to third parties.
9. CONFIDENTIALITY
The parties shall observe strict confidentiality concerning each others business information and trade secrets and shall regard all information provided by the other party as such unless the other party makes it known that such information is not to be covered by this clause.
10. ASSIGNMENT
This Agreement is personal to you, the Licensee, and may not be assigned without the Licensor's express written consent.
11. THIRD PARTY RIGHTS
Notwithstanding any other provisions in this Agreement a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement. Nothing in this Agreement shall affect any right or remedy of a third party which exists or is available other than as a result of that Act.
12. FORCE MAJEURE
Neither party shall be liable for failure to perform its obligations under this Agreement if such failure is caused by force majeure which shall include but not be limited to an act of god, war, natural disaster, fire, flood, explosion or earthquake but which shall not include industrial action if that party's employees or its sub-contractor's employees. The party experiencing the force majeure event shall give the other party prompt written notice. If the event continues for more than 30 days, either party may terminate this Agreement by written notice, in which case the Licensor shall refund any prepaid fees attributable to the period after termination.
13. TERMINATION
13.1 This Agreement shall commence on the date of purchase of the Service and shall continue until either terminated under this clause or until the licence granted here expires without being renewed by the Licensee, whichever is sooner.
13.2 Either party may terminate this Agreement if the other party commits a material breach which, where capable of remedy, is not remedied within 14 days after written notice. Where the Licensee terminates due to the Licensor’s breach, the Licensor shall refund any prepaid fees attributable to the unused Licence Period.
13.3 The Licensee may terminate this Agreement, or cancel "automatic" or "purchase by pay order" renewal of this Agreement, at any time notifying hello@lorryroute.com by email requesting termination or cancellation of the Service. The Licensor will action the request promptly. The financial consequences of termination or cancellation depend on when notice is given, as set out in clauses 13.4 and 13.5 below.
13.3.1 Money-Back Guarantee Period: within 30 days of the date of the Licensee's first purchase of the Service (the Guarantee Period).
13.4 Money-Back Guarantee: If the Licensee gives notice under clause 13.3 within Money-Back Guarantee Period as defined in 13.3.1, the Licensor will refund the Licensee the full amount paid for that first purchase, in full and without any deduction. The refund will be processed to the Licensee's original payment method within 14 days of the Licensor receiving the Licensee's notice. Following such termination, the Service will end, the Licence will not automatically renew, and no further fee will be charged. This guarantee applies once only, to a Licensee's first subscription purchase of the Service, and does not apply to renewal fees or any subsequent purchase.
13.5 Cancelling After the Guarantee Period: If the Licensee gives notice under clause 13.3 after the Money-Back Guarantee Period, as stated in 13.3.1, the Licence will not automatically renew by means stated in 4.2 and the Licensee will not be charged for the following Licence Period. The Service will otherwise continue for the remainder of the Licensee's then-current, already-paid Licence Period, and any fees already paid for that remaining period are non-refundable. Notice under this clause may be given by the Licensee at anytime up to and including the last day of the then-current Licence Period.
13.6 On expiry of this Agreement for any reason, the Licensee must make no further use of the Service.
14. NOTICES
Any notice under this Agreement shall be in writing and sent by email to hello@lorryroute.com. in the case of the Licensor, and to the email address provided by the Licensee at the time of purchase (or as subsequently notified to the Licensor in writing or as agreed in the Order Form) in the case of the Licensee. A notice shall be deemed received when transmitted, provided that the sender has not received a delivery failure notification.
15. ENTIRE AGREEMENT AND NO WAIVER
15.1 This Agreement represents the entire understanding between the parties in relation to the subject matter in this Agreement and supersedes all other agreements or representations made by either party, whether oral or written.
15.2 No waiver by the Licensor of any default of the Licensee under this Agreement shall operate or be construed as a waiver by the Licensor of any future defaults, whether or a like or different character. No granting of time or other forbearance or indulgence by the Licensor to the Licensee shall in any way release, discharge or otherwise affect the liability of the Licensee under this Agreement.
16. GOVERNING LAW
16.1 This Agreement shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts.
