TomTom Move Portal

Terms and Conditions

PLEASE READ THESE TERMS OF LICENCE CAREFULLY

This licence agreement (Licence) is a legal agreement between you (Licensee or you) and Agilysis Ltd, a company registered in England and Wales with company number 10548841 (Licensor, us or we) for the use of Traffic Insights Subscription (the Solution) and association data sets (Data Sets) which together comprise the Licensed Solution.

The Traffic Insights Subscription solution and data sets includes derivatives of materials licenced by Agilysis from a Third Party, TomTom Global Content B.V (TomTom), and this EULA follows TomTom’s instructions for applicable minimum terms of use for the supplied and derived data. TomTom will have the right (and will be deemed to have accepted the right) to enforce the EULA against the End-User as a third party beneficiary thereof.

Agilysis are both Distributors of TomTom data sets and Solution Providers incorporating and analysing the data within solutions.

We licence use of the Solution and Data Sets to you on the basis of this Licence. We do not sell the Data Sets to you.

IMPORTANT NOTICE TO ALL USERS:

By downloading the data sets or a data set you agree to the terms of this licence which will bind you and your employees. The terms of this licence include, in particular, warranties and limitations on liability in conditions 5 and 6.

If you do not agree to the terms of this licence, we will not license the data sets to you and you must delete any downloaded data sets.

YOU SHOULD KEEP A COPY OF THIS LICENCE FOR FUTURE REFERENCE.

1. GRANT AND SCOPE OF LICENCE
   • In consideration of payment by you of the agreed non-refundable licence fee and you agreeing to abide by the terms of this Licence, we hereby grant to you a non-exclusive, non-transferable licence to use the Licensed Solution on the terms of this Licence.
   • You may:
     • download, install and use the Licensed Solution for your internal use; and
     • make the Licensed Solution available to partners, stakeholders and contractors in support of use cases defined in the signed version of the "TomTom annual subscription service terms" contract.
     • issue the Licensed Solution to a single client in connection with Licensee’s rendering of professional services to the client. Except as set forth in this Section, the license granted to the Client must prohibit all other copying, separation, unbundling, extraction, isolation, removal or other use or distribution of the Licensed Solution.

2. RESTRICTIONS
   • Except as expressly set out in this Licence, you undertake:
   • not to sell rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Licensed Solution or in substantially the form you obtained them from us;
   • to supervise and control use of the Licensed Solution and ensure that they are used by your employees and representatives in accordance with the terms of this Licence; and
   • not to provide or otherwise make available the Licensed Solution in whole or in part in any form to any person other than your employees or partners as specified in 1.2 (b) without prior written consent from us.
   • To the extent a Licensee wishes to publish such studies or otherwise disclose them to third parties, such studies may only contain a summary of the data delivered via the Licensed Solution and shall never contain the actual data output delivered by the Licensed Solution.
3. INTELLECTUAL PROPERTY RIGHTS
   • You acknowledge that the Licensed Solution is licensed (not sold) to you, and that you have no rights in, or to, the Licensed Solution other than the right to use them in accordance with the terms of this Licence.
4. COPYRIGHT AND ATTRIBUTION
   • The Licensee will not remove, obscure, mask or change any logo and/or copyright notice placed on or in the Licensed Products by The Licensor. In addition, Licensee shall display the following copyright notices in the Permitted Solutions:
     • On any hard copy or electronic map images generated using Licensed Products include the following notice: “©Agilysis / ©TomTom” or, to the extent the TomTom Map Data incorporates ODbL Data licensed from the Open Street Map Foundation, “©Agilysis / ©TomTom/©OpenStreetMap”. The ©OpenStreetMap element must be hyperlinked to the following url: https://www.openstreetmap.org/copyright. Where applicable, the License shall implement the TomTom Copyright API to generate the applicable attribution.
     • In the section for legal notices of any published study using the Licensed Solution, state: This study uses data, products and services that have been supplied by Agilysis and TomTom subject to the following: “©Agilysis / ©TomTom. All rights reserved. This material is proprietary and the subject of copyright protection, database right protection and other intellectual property rights owned by Agilysis, TomTom or its suppliers. Any unauthorized copying or disclosure of this material will lead to criminal and civil liabilities.” Additional specific copyright notices and terms apply to third party content included in the TomTom data, products and services as set out under https://tomtom.com/product-attributions/.” To the extent the Licensed Solution use any ODbL Data, Customer will include the additional following sentence: “Specifically, certain Map Data delivered by TomTom is copyright of the OSM Foundation. Such data is made available under the Open Database License which is available here: https://opendatacommons.org/licenses/odbl/1.0/index.html”.

5. WARRANTY AND CONFIRMATION
   • We warrant that we have the right to licence the Licensed Solution to you on the terms of this Licence.
   • The Licensed Solution is provided “as is” without any representations or warranties of any kind and all warranties, whether express or implied, oral or written, arising by law or otherwise, are expressly disclaimed and excluded, including, without limitation all implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose.
   • This Licensed Solution uses data and or services supplied by TomTom. Neither TomTom nor its suppliers shall be liable to the undersigned for any incidental, consequential, special, indirect or exemplary damages arising out of this agreement, including lost profits or costs of cover, loss of use or business interruption or the like, regardless of whether the party was advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, neither TomTom nor its suppliers shall have any monetary liability to the undersigned for any cause (regardless of the form of action).
   • The TomTom data and services provided on an “as is” and “with all faults basis” and TomTom and its suppliers expressly disclaim all warranties, express or implied, including but not limited to, the implied warranties of non-infringement, merchantability, satisfactory quality, accuracy, title and fitness for a particular purpose.
6. LIMITATION OF LIABILITY
   • You acknowledge that the Licensed Solution has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the Licensed Solution meet your requirements.
   • We only supply the Licensed Solution for internal use by you, with the exception of partners as covered in 1.2 (b), or for supply to a single client at covered in 1.2 (c), and you agree not to use the Licensed Solution for any re-sale (including but not limited to paid consultancy) purposes.
   • We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
     • loss of profits, sales, business, or revenue;
     • business interruption;
     • loss of anticipated savings;
     • loss or corruption of data or information;
     • loss of business opportunity, goodwill or reputation; or
     • any indirect or consequential loss or damage.
   • Other than the losses set out in condition 3 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 50% of the Licence Fee paid in the relevant calendar year during which the claim is made. This maximum cap does not apply to condition 5.5.
   • Nothing in this Licence shall limit or exclude our liability for:
     • death or personal injury resulting from our negligence;
     • fraud or fraudulent misrepresentation;
     • any other liability that cannot be excluded or limited by the laws of England and Wales.
   • This Licence sets out the full extent of our obligations and liabilities in respect of the supply of the Licensed Solution. Except as expressly stated in this Licence, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Licensed Solution which might otherwise be implied into, or incorporated in, this Licence whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
7. TERMINATION
   • We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
   • Upon termination for any reason, except as expressly provided for elsewhere in this Licence:
     • all rights granted to you under this Licence shall cease;
     • you must immediately cease all activities authorised by this Licence; and
     • you must immediately delete or remove the Licensed Solution from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Licensed Solution then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

8. POST TERMINATION
   • If agreed in writing by us you may retain, in perpetuity, for your own business purposes only, the Licensed Solution and results obtained from your use of the Licensed Solution.
9. COMMUNICATIONS BETWEEN US
   • If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you can send this to us by e-mail to support@agilysis.co.uk or by pre-paid post to Agilysis Limited at 27 Horsefair, Banbury, Oxfordshire, OX16 0AE. We will confirm receipt of this by contacting you in writing, normally by e-mail.
   • If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Licensed Solution.
   • Any notice given by you to us, or by us to you, will be deemed received and properly served 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
10. EVENTS OUTSIDE OUR CONTROL
    • We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 2.
    • An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks.
    • If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:
      • our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
      • we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

11. OTHER IMPORTANT TERMS
    • We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.
    • You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.
    • This Licence constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in this Licence.
    • If we fail to insist that you perform any of your obligations under this Licence, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    • Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    • This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.