Terms and Conditions

1. Interpretation and Definitions

1.1 When using the services and/or purchasing content from Fourwalls Group Ltd T/A Misura Geospatial, you agree to be bound by the following terms and conditions, whether instructing us by telephone, email, letter, online or in a face to face meeting.

1.2 In these conditions (“these Conditions”) unless the context requires otherwise:

‘Misura’: Fourwalls Group Ltd T/A Misura Geospatial, a company registered in England (company number 6000587) whose registered office is at Office 3F1, Building B, Watchmoor Park, Riverside Way, Camberley, GU15 3YL.

‘the Client’: the person, firm or company accepting a quotation/estimate from Misura for the sale/supply of Content or whose order for Content is accepted by Misura;

‘Content’: the products and services which Misura, whether acting directly or through its subcontractors, is to supply in accordance with these Conditions and which are specified in any Instructions, including but not limited to floor plans, lease plans, and any architectural services.

‘Data Protection Legislation’ means (i) prior to 25th May 2018, the Data Protection Act (1998) as amended, (ii) from and including 25th May 2018 the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (iii) any successor legislation to the GDPR applicable in the UK.
‘Instructions’: an order for the supply of Content placed by the Client which is accepted by Misura and includes an order completed in person, via telephone, email, letter or online;
‘Contract’: the Instructions and these Conditions and Processing Agreement taken together.
‘Personal Data’ has the meaning given to it in the Data Protection Legislation.
‘Processing Agreement’ means the processing agreement set out in the Schedule which forms part of these Conditions.

2. Supply of Services

2.1 Misura shall supply and the Client shall purchase the Content in accordance with the Instructions, subject to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions. In the event of inconsistency between these Conditions and any special conditions contained in the Instructions, such special conditions shall prevail. No conduct by Misura shall constitute acceptance of any terms put forward by the Client.

2.2 No instructions submitted by the Client shall be deemed to have been accepted by Misura unless and until it has been expressly confirmed by email to the Client specifically indicating acceptance (as opposed to receipt) of the Client’s instructions. On this date the Contract shall come into existence. Cancellations of instructions shall be dealt with in accordance with clause 4.6 below.

2.3 All requests for amendments or changes to any content must be communicated in writing to and carried out by Misura and not by any third party. Misura does not accept any responsibility or liability where amendments or changes are made by a third party. Any service Misura provide shall not be sold or transferred to any third party without prior written permission from Misura.

2.4 Misura warrants to the Client that;

(a) the Content will, at the time of delivery to the Client, correspond with the Instructions and be of satisfactory quality;

(b) it shall provide the Content using all reasonable care and skill and as far as reasonably practicable, in accordance with the Instructions; provided that, in respect of all Content Misura shall not be liable to the Client for any loss, damage, costs, expenses or other claims for compensation arising out of or in connection with any breach by the Client of its obligations under the Contract.

2.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

2.6 All copyright, trademarks, design rights and other intellectual property rights of any kind whatsoever whether registered or capable of registration or not in any part of the world and the right to apply for any of the foregoing rights subsisting in relation to or created or developed by Misura or its subcontractors in the course of creating and providing the Content shall remain (as between Misura and the Client) the absolute property of Misura or its subcontractors and no rights in such property are granted to the Client save for a non-exclusive licence for the client to use the Content for the purposes contemplated by the Contract.

3. Client’s Obligations

3.1 All surveys are carried out in accordance with the Measurements of Measured Surveys of Land, Buildings and Utilities, 3rd edition, published by the Royal Institution of Chartered Surveyors (RICS) in 2014, but it is the Client’s responsibility to confirm that the drawing is a reasonably accurate representation of the property and Misura shall not be responsible in the event that floor plans are not a reasonable representation of the property. Unless otherwise agreed in writing, Land Registry plans and architectural plans are intended for the use they were commissioned for.

3.2 It is the Client’s responsibility to inform Misura, at the time the Client places the order, of the size and scope of the survey which is the subject of the order and to specify any outbuildings and other structures that are to be included.

3.4 Where drawings are produced from Client sketches or re-drawn from other representations of the property, Misura accepts no responsibility or liability for the accuracy of the drawings or any areas calculated from them.

3.5 In respect of all Content provided by Misura it is the Client’s responsibility to obtain, in advance of publication, any necessary clearances in respect of models, third party copyright works, trademarks, designs or other intellectual property except where such clearances have already been obtained by Misura’s subcontractor. The Client agrees to indemnify Misura against any damages, losses, costs, claims or expenses incurred by Misura as a result of any failure by the Client to obtain such clearances.

3.6 Where the Client supplies Misura with an extract from an Ordnance Survey the appropriate License.

3.7 The Client shall be responsible for providing access to the property at the time agreed in the Instructions and for ensuring that the property is easily accessible.

3.8 The Client warrants that it has all necessary authorities and permissions to commission any services Misura supplies in relation to the property in question including allowing representatives of Misura access to the property. The Client agrees to indemnify Misura against all expenses, damages, claims and legal costs where such clearances have not been obtained.

3.9 Where Misura is required to process Personal Data provided to it by the Client in order for Misura to provide the Client with the Content requested accordance with the Instructions, the terms of the Processing Agreement shall apply in respect of that processing.

3.10 The Client shall not be entitled to assign or sub-contract or otherwise dispose of any of its rights or obligations under the Contract without the prior written consent of Misura. In particular, the Client shall not be entitled to transfer or assign any Content to a third party.

4. Charges and Payment

4.1 The prices for the Content shall be the prices stated in Misura’s price list as supplied to the individual Client or as agreed in writing at the time when the Contract is made and are exclusive of VAT. Misura reserves the right to vary its prices from time to time without notice.

4.2 Subject to clause 4.3 and unless otherwise agreed in writing Misura shall be entitled to invoice the Client by email or post, and obtain payment, for the price of the Content ahead of the survey. Where Misura agrees to complete the work without obtaining upfront payment for the price of the Content, the Client shall pay Misura the price of the Content within 30 days of the date of the invoice. All invoices shall include VAT where applicable.

4.3 Notwithstanding the generality of clause 3.12, the Client is solely responsible and liable for the proper payment (in accordance with the requirements of these Conditions) of any invoices submitted by Misura pursuant to these Conditions. If the Client wishes for a third party to settle invoice(s) on its behalf then:

(a) it must submit to Misura a written request specifying the third party which the Client wishes to settle the invoice(s); and

(b) unless otherwise agreed by Misura, such request must be submitted prior to Misura providing any services under or in connection with these Conditions; and

(d) if Misura does accept such a request it may attach such condition to its acceptance as it in its sole and absolute discretion considers appropriate, including (without limitation) a requirement for all prices in respect of the Content to be upfront and in advance; and

(e) notwithstanding any acceptance by Misura of a request submitted pursuant to this clause 4.3, the Client shall maintain sole responsibility and liability for the proper payment in accordance with the requirements of these Conditions of any invoices submitted by Misura in connection with these Conditions.

4.4 If the Client fails to make or (where applicable) procure payment of Misura’s invoice on the due date then, without prejudice to any other right or remedy available to Misura, Misura shall be entitled to:

(a) terminate the Contract or suspend any further deliveries of Content to the Client;

(b) charge the Client interest at 8% above the Bank of England base rate on the amount unpaid from the due date until the date of actual payment; and / or

(c) recover on a full indemnity basis and on demand any costs, expenses (including all legal expenses, court costs and fees and other professional expenses calculated on a full indemnity basis), losses, damages, interest suffered and/or incurred by it as a result of or in connection with the Client’s failure to make payment when due.

4.5 Where necessary, three simple post proof amendments will be made to the draft drawings and services provided free of charge. Misura reserves the right to charge the Client for any further amendments.

4.6 When a convenient time cannot be agreed to meet the client / representative at the property, where they are available, we can arrange for the collection of keys. Misura will communicate any additional charge for the collection and return of the keys ahead of the survey.

4.7 It is Misura’s policy to accept cancellations up to 2 working day prior to the appointment without charge unless otherwise stated. Where cancellations are received after 2 working days prior to the appointment, Misura shall be entitled to charge the Client a late cancellation charge of up to 50% of the original job charge. In the event that Instructions are cancelled after the Contract has been made and after an appointment and/or further work has been carried out by Misura but prior to delivery of the Content the Client will be responsible for all costs and expenses incurred by Misura up to the point of cancellation which could be the full contract price. If payment of Misura fees has been made upfront pursuant to clause 4.3 then unless otherwise agreed between the parties, Misura will refund the Client or any third party who made the relevant upfront payment any balance due after taking into account the charges set out in this clause 4.6 within a reasonable time of such cancellation.

5. Limitation of Liability: the Client’s attention is particularly drawn to this clause

5.1 Nothing in these Conditions shall limit or exclude Misura liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples).

5.2 For other situations outside clause 5.1 (except for data protection liability which shall be dealt with in accordance with clause 6 of the Schedule)

(a) Misura shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any unforeseeable loss arising under or in connection with the Contract; and

(b) Misura total liability to the Customer 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 (i) any insurance policy which Misura has in place to cover the liability (for example: damage to the client or property) or (ii) the total price payable under the Contract.

5.3 This clause 5 shall survive termination of the Contract.

6. Force Majeure

6.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Misura including but not limited to failure of a utility service or transport 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 subcontractors.

6.2 Misura shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

7. General

7.1 The Contract constitutes the entire agreement and understanding between the parties with respect to its subject matter and the terms of the Contract shall supersede any previous agreements. Each of the parties acknowledges and agrees that in entering into the Contract it does not rely on, and shall have no remedy and waives all rights in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether a party to the Contract or not) other than as expressly set out in the Contract as a warranty or a representation.

7.2 Misura may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Client may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Misura.

7.3 When the Client enquires about Misura’s services and/or becomes a client of Misura the Client’s name and contact details may be entered onto Misura’s database and client relationship management system. From time to time Misura and its IT and marketing consultants, may use this information for direct marketing purposes in connection with the business interests of Misura but the Client’s information will never be transferred to other third parties unless prior permission has been obtained. The Client shall have the power to remove its details from the database and client relationship management system at any time by emailing [email protected].

7.4 No variation to the Contract shall be effective unless made in writing and signed by or on behalf of the parties. Misura reserves the right to amend these terms and conditions from time to time and will post the current version on its website at https://misurageo.com/terms-and-conditions.

7.5 A person who is not a party to the Contract shall not have any rights to enforce its terms.

7.6 Misura shall not be liable to the Client or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of Misura’s obligations under the Contract if the delay or failure was due to any circumstances beyond Misura’s reasonable control.

7.7 If any provision of the Contract is declared void or unenforceable by any court or is otherwise rendered so by any applicable law, such provision shall to the extent of such invalidity or unenforceability be deemed severable and all other provisions of the Contract not affected by such invalidity or unenforceability shall remain in full force and effect.

7.8 Any notice given under the Contract must be in writing and sent by pre-paid first class post to the parties’ respective addresses and will be deemed effectively served on the second business day following the day of posting. Misura’s address for notices is Suite 3F1, Building Three, Watchmoor Park, Camberley, GU15 3YL.

7.9 The construction, validity and performance of the Contract shall be governed by the law of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Schedule

Processing Arrangement

1. Interpretation

1.1 The following definitions and rules of interpretation apply in this Schedule.
“Business Day” means a day other than a Saturday, Sunday or public holiday in England.
“Commencement Date” means the date stated at the beginning of this Schedule.
“Data Controller” or “Controller” has the meaning given to it in the Data Protection Legislation.
“Data Processor” or “Processor” has the meaning given to it in the Data Protection Legislation.
“Data Protection Legislation” means (i) prior to 25th May 2018, the Data Protection Act (1998) as amended, (ii) from and including 25th May 2018 the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (iii) any successor legislation to the GDPR applicable in the UK.
“Data Subject” has the meaning given to it in the Data Protection Legislation.
“GDPR” means General Data Protection Regulations (EU 2016/679).
“Personal Data” has the meaning given to it in the Data Protection Legislation.

1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.3 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

2. Appointment

2.1 The Controller appoints the Processor and the Processor accepts the appointment to process Personal Data on the Controller’s behalf from time to time in accordance with the terms of this Schedule.

2.2 The parties will comply with all applicable requirements of the Data Protection Legislation.

2.3 Annex 1 sets out the scope and nature of the processing and the types of Personal Data.

3. Processor’s obligations as Processor

3.1 The Processor shall:

3.1.1 only process the Personal Data in accordance with the terms of this Schedule or any further documented instructions from the Controller and solely in relation to the performance thereof save where the Processor is required to do so by law; in which case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such informing on important grounds of public interest. If the Processor in its opinion, becomes aware that any such term or instruction infringes the GDPR, the Processor shall immediately inform the Customer of such infringement;

3.1.2 ensure that persons authorised to process the Personal Data have been required to commit themselves in writing via an employment agreement containing confidentiality provisions or some other contractual document to confidentiality or are under an appropriate statutory obligation of confidentiality;

3.1.3 assess and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to the Data Subject represented by the processing, including as appropriate:

3.1.3.1 the pseudonymisation and/or encryption of Personal Data;

3.1.3.2 the ability to ensure the on-going confidentiality, integrity, availability and resilience of processing systems and Processing Services;

3.1.3.3 the ability to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident;

3.1.3.4 a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.

3.1.4 in assessing the appropriate level of technical and organisational measures required to undertake the processing and ensure security as per clause 3.1.3, the Processor shall take account in particular of the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data of the type being transmitted, stored or otherwise processed.

3.2 The Processor shall, taking into account the nature of the processing, assist the Controller by appropriate technical and organisational measures to enable the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights laid down in Chapter III of the GDPR.

3.3 The Processor shall assist the Controller in the compliance of its obligations pursuant to Article 32-36 of the GDPR taking into account the nature of the processing and the information available to the Processor.

3.4 The Processor shall, so far as it is lawful to comply, at the choice of the Controller, delete or return all the Personal Data to the Controller after the end of the provision of the Processing Services, and delete existing copies unless copies of the Personal Data need to be retained for compliance with the Processor’s statutory obligations.

3.5 The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and allow for and, if requested, contribute to audits, including inspections, conducted by the Controller or another auditor mandated by the Controller, including without limitation any regulatory authority of the Controller.

3.6 Subject always to clause 3.10 where the Processor engages a sub-processor to carry out specific processing activities on behalf of the Controller, the Processor must prior to any processing by the relevant sub-processor enter into a written contract with the sub-processor insofar as they relate to data processing.

3.7 The Processor shall make available to the Controller, its auditors and any regulator to which the Controller is subject such of the records and information necessary to demonstrate compliance with the obligations in Article 28 of the GDPR.

3.8 The Processor must notify any data breach to the Controller without undue delay after it becomes aware of the same.

3.9 Regarding transfers of Personal Data to a third country (being a country outside of the European Economic Area), such transfers shall only a) where the Processor is required to do so by law; in which case, the Processor shall inform the Controller of that legal requirement before processing, unless that law prohibits such informing on important grounds of public interest; or b) where there is an international transfer to a country that does not ensure an adequate level of protection for the rights and freedoms of Data Subjects in relation to the processing of Personal Data as determined by the European Commission, the Processor has put in place the Standard Contractual Clauses with the data importer.

3.10 The Processor may not appoint a Sub-processor without the prior specific written consent or general written authorisation of the Controller (which the Controller shall not unreasonably withhold).

4. Sub processors

4.1 The Controller consents to the Processor appointing the parties listed in Annex 2 as third-party processors.

5. Duration

5.1 The provisions of this Schedule are expressly agreed by the parties to survive any termination or expiry of the Contract however arising.

6. Limitation of liability

6.1 Subject to clause 6.3, the Processor’s total liability to the Controller, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Schedule shall be limited to £50,000.

6.2 The Processor shall not in any circumstances be liable to the Controller for any loss of profit, loss of business, loss of business opportunities, business interruption, reputation, reputation, goodwill or any indirect, consequential or special loss.

6.3 Neither party excludes or limits its liability to the other party for fraud or fraudulent misrepresentation, death or personal injury caused by negligence or any other type of liability that cannot be excluded or limited by law.

6.4 The parties acknowledge and agree that in the event of any conflict or inconsistency between the terms of this Schedule and the Conditions in relation to the processing of Personal Data and the liability of the Processor in relation to the processing of Personal Data, (i) the terms of this Schedule shall prevail to the extent of such conflict or inconsistency and (ii) the Processor shall be deemed not to be in breach of the Conditions as a result of complying with the terms of this Schedule.

7. Rights and Remedies

The rights and remedies provided under this Schedule are in addition to, and not exclusive of, any rights or remedies provided by law.

8. Severance

If any provision or part-provision of this Schedule is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Schedule.

9. Third-Party Rights

A person who is not a party to this Schedule shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Schedule.

Services

Annex 1: Services

Scope of Processing

Processing will be limited to personal data provided by the controller or its affiliates or collected by the processor in order and in accordance with the engagement or to manage the controller’s account.

Type of Personal Data

Any Personal Data provided by the Controller to the Processor which may include:

Contact details (professional email address, phone number, title)
Information about employees / key contacts or account managers.
Client data, personal email address, phone number, name, home address

This data will be provided to the processor in accordance with the engagement.

Nature of Processing

Collecting, storing, accessing, transferring, deleting.

Annex 2: List of Sub Processors, Name of Subcontractors

FPL Outsource (PRIVATE) Limited
Company number – 116994
Address – 121B, Negombo Road, Liyanagemulla, Seeduwa, Sri Lanka