These Core Terms govern HypaMaps Ltd’s supply of its hosted digital twin platform. They apply together with the Order Form you sign or accept and the documents it identifies.
1. The Agreement and its documents
1.1 Your agreement with us (the “Agreement”) consists of:
(a) the Order Form you sign or accept;
(b) these Core Terms;
(c) the Data Protection Annex;
(d) the Service Facts sheet;
(e) the Acceptable Use Policy;
(f) any Service Levels identified in the Order Form;
(g) any Additional Terms identified in the Order Form;
(h) the Plan & Feature List, where the Order Form identifies a Plan; and
(i) the Information Security Schedule, where the Order Form identifies it.
1.2 Where the documents conflict, the following order applies, highest first: Order Form → Data Protection Annex → Additional Terms → Acceptable Use Policy → Service Levels → these Core Terms → Information Security Schedule → Service Facts → Plan & Feature List. A later version of a document prevails over an earlier one.
1.3 “We”/“us” is HypaMaps Ltd (company no. 15135809, 20 Wenlock Road, London N1 7GU). “You” is the customer named on the Order Form. “Including” means “including without limitation”. “Writing” includes email. A “Business Day” is a weekday that is not an English public holiday.
1.4 Signing and accepting. You may sign an Order Form or accept it electronically, including by electronic signature or by confirming your acceptance online, and either binds you in the same way. You confirm that you are entering into the Agreement for the purposes of your trade, business or profession and not as a consumer, and that the person who signs or accepts the Order Form has authority to bind you.
2. Definitions
2.1 “Subscribed Services” — the services, features and modules you have subscribed to, as set out in the Order Form and, where the Order Form identifies a Plan, as described in the Plan & Feature List.
2.2 “Plan” — the subscription plan (if any) identified in the Order Form, as described in the Plan & Feature List.
2.3 “Plan & Feature List” — our published description of the plans we offer and what each includes, at hypamaps.com/pricing, as updated under clause 5.
2.4 “Fees” — the fees set out in the Order Form. The Fees may be nil, in which case clause 13 applies.
2.5 “Service Levels” — the availability and support commitments identified in the Order Form, as published at hypamaps.com/service-levels. Where the Order Form identifies none, clause 4.4 applies instead.
2.6 “Additional Terms” — any of our published additional terms documents that the Order Form states apply to you.
2.7 “Acceptable Use Policy” — our policy at hypamaps.com/acceptable-use, as updated under clause 5.
2.8 A “HypaMap” is the hosted digital twin experience we run for you. Every HypaMap is delivered through “HypaView”, our out-of-the-box embeddable viewer, which is the public web app your Visitors use. “HypaFlow” is the browser-based content management system your team uses to access the features your Subscribed Services include, as set out in the Order Form and, where it identifies a Plan, the Plan & Feature List. “HypaKnow” is our visitor analytics product, including the analytics dashboard, where your Subscribed Services include it. “Users” are the people you authorise to access your account through HypaFlow. “Visitors” are members of the public who open your HypaMap, or any of them where you have more than one.
2.9 “Your Content” is everything you or your Users put into, or generate through, the Subscribed Services — map content, media, branding, settings, and the Visitor interaction data your HypaMap produces — except Our Imagery. “Our Platform” is HypaView, HypaFlow, HypaKnow, the processing pipeline, the routing engine and the software behind them.
2.10 “Subscription” — a Subscribed Service for which the Order Form states a recurring Fee. A “Subscription Period” is each period for which a Subscription runs under clause 3.
2.11 “Basic Plan” — the plan which the Plan & Feature List describes as available without a Subscription, under whatever name it is offered.
2.12 “Our Imagery” — the aerial and ground imagery of your location that we or our capture partners record, and the digital twin, 3D models, maps and other outputs we create from it.
3. Term
3.1 The Agreement starts on the Commencement Date in the Order Form and continues until it ends under these Core Terms.
3.2 Each Subscription starts on the date stated in the Order Form or, if none is stated, on the date we first make your HypaMap available for you to publish. It runs for an initial Subscription Period of 12 months, unless the Order Form states another period, and then renews automatically for successive Subscription Periods of 12 months.
3.3 Either of us may stop a Subscription renewing by giving written notice at least 60 days before the end of the current Subscription Period, unless the Order Form states another notice period.
3.4 When a Subscription ends, other than because the Agreement ends under clause 14.2, your HypaMap moves to the Basic Plan under clause 13.7 and the Agreement continues, unless you have told us in writing that you want the Agreement to end when the Subscription ends.
4. Supplier obligations
4.1 We will provide the Subscribed Services with reasonable skill and care, in accordance with the Plan & Feature List where a Plan applies, and in accordance with applicable law.
4.2 We will build and host your HypaMap as described in the Order Form, and keep the Subscribed Services maintained, updated and upgraded at no additional charge.
4.3 Where the Order Form identifies Service Levels, we will meet them, and the remedies in that document apply.
4.4 Where the Order Form identifies no Service Levels, we will use commercially reasonable efforts to keep the Subscribed Services available and to respond to support requests within a reasonable time, but we give no availability commitment and no service credits are payable.
4.5 We may improve or change Our Platform, provided we do not materially reduce the Subscribed Services. Changes to published documents are governed by clause 5.
4.6 We do not promise the Subscribed Services will be uninterrupted or error-free, or that they will do things the Agreement does not say they do.
4.7 Hosting and data residency. We host Our Platform on Google Cloud, with front-end delivery by Vercel. Where Your Content is stored is set out in the Service Facts sheet, which forms part of the Agreement. Some of our sub-processors process limited personal data outside the UK and EEA; they are listed in the Data Protection Annex, and those transfers are covered by the safeguards set out there.
5. Changes to our published documents
5.1 We may update the Plan & Feature List, the Acceptable Use Policy, the Service Levels, the Information Security Schedule, the Service Facts sheet and our sub-processor list by publishing a new version. Changes take effect 10 Business Days after we publish them, or immediately where a change is required for security or by law.
5.2 Where a change would materially and adversely affect you, we will notify you at least 30 days before it takes effect. You may then terminate the affected Subscribed Services by written notice given at any time before the change takes effect or within 20 Business Days after it takes effect, and we will refund Fees you have prepaid for the terminated services for the unused period.
5.3 We may also update these Core Terms and the Data Protection Annex by giving you at least 30 days’ written notice, which may be by email. A change that only corrects an error, adds to your rights or is required by a change in the law may take effect sooner, on the date stated in our notice. If you continue to use the Subscribed Services after a change takes effect, you accept it.
5.4 If you object to a change under clause 5.3 by written notice before it takes effect, we will either withdraw the change in respect of you or tell you that it will apply. If we tell you it will apply, you may end the affected Subscribed Services, or the Agreement, by written notice given within 20 Business Days after we tell you, and we will refund Fees you have prepaid for the unused period. The change does not apply to you until that period has passed.
5.5 We may not use clause 5.1 or 5.3:
(a) to change the Fees for a Subscription Period that has already started, which change only under clause 9.3;
(b) to change your Order Form, including any Special Terms in it, or any Additional Terms it identifies, which change only by agreement in writing between us; or
(c) to reduce the protection that the Data Protection Annex gives to personal data, unless the law requires it.
5.6 We will publish each version of these Core Terms, and of each document listed in clause 5.1, with its date, and keep earlier versions available at hypamaps.com/terms/archive.
6. Changes to the Subscribed Services
6.1 To add services or change your Plan, we issue a new Order Form, which you sign or accept. It takes effect from the date you sign or accept it and replaces the previous Order Form from that date. Everything else in the Agreement continues unchanged.
6.2 An upgrade takes effect immediately, and we invoice the difference for the remainder of the current Subscription Period on a pro-rata basis. A reduction in the Subscribed Services takes effect at the start of the next Subscription Period unless we agree otherwise in writing.
6.3 If a Plan you are on is withdrawn or materially changed, clause 5.2 applies.
6.4 To end a Subscription, give notice under clause 3.3. Your HypaMap then moves to the Basic Plan at the end of the current Subscription Period, under clauses 3.4 and 13.7.
7. Customer obligations
7.1 You will give us the content, assets, location information and approvals we reasonably need, promptly and in usable form. If delay on your side pushes timescales or materially increases our cost, we will agree a fair adjustment in writing first.
7.2 You confirm you own or have the rights to everything you give us, and that our using it to provide the Subscribed Services will not infringe anyone’s rights or break any law.
7.3 You will comply with the Acceptable Use Policy, and ensure your Users do.
7.4 You are responsible for your own networks and devices, and for your Users’ acts and omissions as if they were your own.
7.5 Published map media. The images, video, audio and 3D assets in a published HypaMap are served from public storage and may be retrieved by any person holding the link, which is inherent in delivering a public map through a web browser. You will not place content in a HypaMap that you require to remain confidential or unannounced without first agreeing it with us.
7.6 Tell us promptly if you become aware of any unauthorised access to the Subscribed Services or any security incident affecting Your Content.
8. Users and access
8.1 Your Users sign in to HypaFlow with a one-time passcode sent to their email address. There is no password to share or reuse — but that also means the security of your HypaMap depends on the security of your Users’ email accounts. We do not currently offer multi-factor authentication or single sign-on. You will ensure those email accounts are adequately secured.
8.2 You are responsible for who you give access to, and for removing people promptly when they no longer need it. Removal takes effect immediately.
9. Fees and payment
9.1 You pay the Fees set out in the Order Form. Unless the Order Form says otherwise, we invoice one-off Fees when you sign or accept the Order Form, and Subscription Fees annually in advance at the start of each Subscription Period. Fees exclude VAT.
9.2 Unless the Order Form says otherwise, invoices are payable within 30 days of the invoice date.
9.3 We may increase the Fees at each renewal by giving at least 60 days’ written notice. Any increase is capped at the greater of 5% or the rise in the UK Consumer Prices Index over the preceding 12 months, unless we agree otherwise.
9.4 If undisputed invoices go unpaid we may charge statutory interest, and on at least 14 days’ notice suspend the Subscribed Services until you pay. We will not suspend over amounts you are disputing in good faith and told us about within 15 days of the invoice.
10. Your content and our platform
10.1 You own Your Content — all of it, including the Visitor interaction data your HypaMap generates. You give us a licence to host, copy, process, transmit and display it only as far as we need to in order to provide and support the Subscribed Services, comply with the law, and do what the Agreement otherwise permits, including under any Additional Terms identified in the Order Form that extend this licence.
10.2 We own Our Platform and Our Imagery, and all the intellectual property in them. You get the right to use them during the term, for your own business purposes and to make your HypaMap available to Visitors — nothing more.
10.3 Anonymised data. We may create and use genuinely anonymised, aggregated data to run, develop and improve the Subscribed Services. We will never re-identify it, and never disclose it in a form that identifies you, your Users or your Visitors.
10.4 If you give us feedback or suggestions, we may use them freely.
10.5 Our Imagery. Our Imagery is not your confidential information. We may use it for any purpose, during the term and after it ends, but we will not use it to disclose Your Content, and we will not publish imagery of any area of your location that you have told us in writing is security-sensitive.
10.6 Earlier imagery. Imagery of your location recorded by us or for us before the Commencement Date under an earlier agreement between us, and anything we created from it, is also Our Imagery. To the extent you hold any rights in it, you assign them to us.
11. Data protection, security and confidentiality
11.1 For personal data processed to provide the Subscribed Services, you are the controller and we are the processor. The Data Protection Annex sets out the Article 28 terms and applies to every agreement, whatever you pay. Where we decide how to process data for our own platform security, to create anonymised data, or in Our Imagery, or where Additional Terms identified in the Order Form say so, we are an independent controller for those purposes.
11.2 Your visitors. Your HypaMap places analytics technology on your Visitors’ devices, and — where a Visitor turns on location — records their coordinates. As the operator of the map you are the controller for that data, which means the visitor-facing privacy notice and any consent required under the Privacy and Electronic Communications Regulations 2003 are yours to provide. We will give you the information you need, and we will turn analytics off for your HypaMap within 10 Business Days if you ask us to in writing. What is collected is set out in the Service Facts sheet.
11.3 We maintain technical and organisational security measures appropriate to the Subscribed Services and the data, set out in our Information Security Schedule at hypamaps.com/security. We will provide it on request whether or not it is identified in your Order Form.
11.4 We will tell you within 48 hours of becoming aware of a security incident affecting your personal data, and give you what you need to meet your own obligations.
11.5 Each of us will keep the other’s confidential information confidential, use it only for the Agreement, and share it only with people who need it and are under equivalent obligations. This does not apply to information that is public, already lawfully known, independently developed, or required to be disclosed by law. It survives for 5 years after the Agreement ends; trade secrets stay protected for as long as they remain secret.
12. Warranties, liability and indemnities
12.1 We each confirm we have authority to enter into the Agreement. We warrant that we will provide the Subscribed Services with reasonable skill and care, that to our knowledge Our Platform does not infringe anyone’s intellectual property, and that we will not knowingly introduce malware. Beyond what is written here, all implied warranties are excluded so far as the law allows.
12.2 We will defend you against any third-party claim that your proper use of Our Platform or Our Imagery infringes their intellectual property, and cover damages and reasonable costs finally awarded or agreed — provided you tell us promptly, let us run the defence, and help us reasonably. We may resolve it by obtaining a licence, changing Our Platform, or replacing the infringing part; if none is reasonably possible we may end the affected Subscribed Services and refund what you have prepaid for them. This does not cover claims arising from Your Content, your modifications, or use outside the Agreement.
12.3 You will indemnify us against losses arising from Your Content, and from your use of the Subscribed Services in breach of the Agreement or the Acceptable Use Policy.
12.4 Nothing is limited or excluded for: death or personal injury caused by negligence; fraud; the indemnities in 12.2 and 12.3; your payment obligations; or anything the law says cannot be limited.
12.5 Neither of us is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill or business.
12.6 The cap. Subject to 12.4 and to clause 13.4, each party’s total liability in any 12-month period is limited to the greater of £1,000 and 100% of the Fees paid or payable in the 12 months before the event that caused the claim. This is the maximum across all claims in aggregate, not per claim. Where Additional Terms apply a different cap to data-protection claims, those terms prevail.
12.7 Insurance. We maintain Professional Indemnity and Public Liability insurance, and will give you evidence on reasonable request. Where the Order Form identifies Additional Terms covering insurance, those apply in addition.
13. Services provided without charge
13.1 This clause applies to any Subscribed Service for which the Order Form states that no Fees are payable, including a trial, a proof of concept, a pilot, or a promotional or beta feature. It also applies to the Basic Plan whenever your HypaMap is on it, whether or not an Order Form says so. A one-off Fee for building your HypaMap does not take the Basic Plan outside this clause.
13.2 Those services are provided as is. No Service Levels apply to them, and we give no availability or support commitment in respect of them.
13.3 Clause 12.2 (our intellectual property indemnity) does not apply to them.
13.4 Our total aggregate liability in connection with those services is limited to £1,000, in place of the cap in clause 12.6.
13.5 We may change, limit or withdraw any such service, other than the Basic Plan, or end the Agreement in respect of it, on 30 days’ written notice, without liability. You may end it at any time on written notice. Before access ends we will give you the export period in clause 14.3.
13.6 The Data Protection Annex applies in full and is not varied by this clause. Your Visitors’ personal data is protected in exactly the same way whether or not you pay us.
13.7 The Basic Plan. While your HypaMap is on the Basic Plan:
(a) no recurring Fees are payable for it;
(b) the Subscribed Services are those that the Plan & Feature List describes for the Basic Plan, and you will not have access to features it does not include;
(c) we will keep hosting your HypaMap with no end date. We may end the Basic Plan for you only in three cases: under clause 14.2; where we can no longer lawfully host your HypaMap; or, where we stop offering the Basic Plan to all customers, on at least 6 months’ written notice;
(d) you may end the Basic Plan, and with it the Agreement, at any time by written notice; and
(e) your HypaMap continues to record Visitor analytics, as described in the Service Facts sheet. You will not have access to HypaKnow while on the Basic Plan, but the data remains Your Content, and it becomes available in HypaKnow if you subscribe to a plan that includes it.
13.8 Moving to the Basic Plan. When your HypaMap moves to the Basic Plan from a Subscription, content that the Basic Plan does not include is removed from the published HypaMap but kept for as long as the Agreement continues, so that it can be restored if you subscribe again. For 30 days after the move you may ask us for Your Content under clause 14.3, as if the Agreement had ended.
14. Suspension, termination and exit
14.1 We may suspend the Subscribed Services, or a User’s access, where necessary to deal with a serious security risk, where the law requires it, for a breach of the Acceptable Use Policy, or for non-payment under 9.4. We will keep any suspension to what is necessary, give as much notice as we practically can, and restore the services promptly once it is resolved.
14.2 Either of us may end the Agreement on written notice if the other commits a material breach and does not fix it within 30 days of being told, or becomes insolvent.
14.3 Data export on termination. For 30 days after the Agreement ends — or, for services under clause 13, for the period stated in the Order Form — we will give you Your Content (which does not include Our Imagery) in a common machine-readable format on written request, and help with the transition at our then-current rates. After that we will delete Your Content within 60 days, apart from anonymised data and anything we have to keep by law. Deletion is a documented manual process; database backups are overwritten on a rolling cycle rather than picked through. We will confirm in writing when it is done.
14.4 You may end a Subscription at the end of any Subscription Period by giving the notice in clause 3.3, and end the Agreement at any time while your HypaMap is on the Basic Plan (clause 13.7(d)). Prepaid Fees are not refundable, except where you are ending the Agreement because of our uncured material breach, or under clause 5.2, 5.4 or 12.2, in which case we refund what you have prepaid for services not yet provided.
14.5 Clauses 1, 2, 11, 12.1, 12.5, 13, 14.4, 15.3 and 16 survive the end of the Agreement, along with the Data Protection Annex.
15. General
15.1 Sub-processors. You authorise us to use the sub-processors listed in the Data Protection Annex and published at hypamaps.com/sub-processors. We will give you 30 days’ notice before adding or replacing one, and you may object on reasonable data-protection grounds. We remain responsible for what they do. Otherwise neither of us may assign or subcontract without the other’s consent, not to be unreasonably withheld, except that we may assign to a group company or a buyer of our business on notice.
15.2 Compliance. We will each comply with the Bribery Act 2010 and the Modern Slavery Act 2015 and keep policies appropriate to our size.
15.3 Publicity and marketing.
(a) Neither of us will use the other’s name or logo in marketing without consent, except as set out below.
(b) Reference use. We may identify you as a customer, use your name and logo, and show your HypaMap, in our website, portfolio, sales materials, social media and award entries. We will get your approval before we first do so, and that approval will not be unreasonably withheld or delayed.
(c) Marketing participation. You will participate in the marketing activities set out in the Order Form. We will agree timing with you in advance, keep the time required proportionate, and bear the production cost. Where the Order Form sets out no marketing activities, this paragraph does not apply.
(d) Approval of content. We will give you any case study, testimonial, quote or video to approve before we publish it. If you do not respond within 10 Business Days of us asking, approval is treated as given. Once you have approved a piece of content, we may use it as described in (b) without asking again.
(e) Named individuals. Where an individual appears in or is quoted by name, we will obtain their consent directly. They may withdraw it at any time, and we will stop using that content within 30 days of being told.
(f) After the Agreement ends. Content we published while the Agreement was in force may stay published, and we may continue to name you as a former customer. We will stop presenting you as a current customer, and we will stop new use of your logo, within 30 days of the Agreement ending. If it ends because of our material breach, we will remove the content on request.
(g) Either of us may withdraw consent for future use on reasonable written grounds.
15.4 Force majeure. Neither of us is liable for delay or failure, other than payment, caused by something beyond our reasonable control. If it lasts more than 45 days, the other may end the Agreement on 30 days’ notice.
15.5 Notices go in writing to the contacts on the Order Form, or to any replacement contact either of us gives the other in writing. Email counts, and is treated as received the same Business Day, or the next one if sent after 17:00 or on a non-Business Day.
15.6 Everything else. The Agreement is the entire agreement between us and replaces earlier discussions; neither of us relies on anything not written in it, except in the case of fraud. Changes must be agreed in writing, which includes your signing or accepting a new Order Form, except the updates clause 5 allows. No one other than you and us has rights under it. If part of it is unenforceable, the rest survives. Not enforcing something is not a waiver of it. We are independent contractors, not partners. An Order Form may be signed in counterparts or accepted electronically.
16. Law
16.1 The Agreement, and any non-contractual obligations arising from it, are governed by the law of England and Wales, and we both submit to the exclusive jurisdiction of the courts of England and Wales.
HypaMaps Ltd · Company no. 15135809 · 20 Wenlock Road, London N1 7GU Core Terms v5.0 · Published at hypamaps.com/terms