CITYMAPPER DEVELOPER TERMS OF SERVICE

These current consolidated terms were published on 12 May 2022. This version replaces the previous version published on 8 December 2021.

Please read these terms carefully before proceeding.

By signing up for Citymapper Enterprise via any of the sign up or login methods available at https://enterprise.citymapper.com you accept the terms set out on this webpage, as may be updated from time to time in accordance with clause 13.16 below, (these Terms) on behalf of the person or organisation who has been identified as the customer (Customer) in the sign-up form at https://enterprise.citymapper.com/signup as a legally binding contract with (this Agreement) Citymapper Limited, a company incorporated in England and Wales whose registered number is 07370388 and whose registered office is at 6th Floor, 9 Appold Street, London, EC2A 2AP (Citymapper).

THE SERVICES PROVIDED UNDER THIS AGREEMENT MAY BE PROVIDED ON A FREE OR PAID-FOR BASIS (AS DEFINED BELOW). UNLESS YOU ARE RECEIVING THE SERVICES ON A PAID-FOR BASIS, THE SERVICES ARE SUBJECT TO THE FREE TRIAL LIMIT. PLEASE CHECK THE FREE TRIAL LIMIT IN THE DOCUMENTATION BEFORE YOU AGREE TO THESE TERMS. By signing up for Citymapper Enterprise via any of the sign up or login methods available at https://enterprise.citymapper.com/signup you also represent and warrant that you have all necessary capacity and authority to enter into our Agreement on behalf of the Customer as a legally binding contract with Citymapper in all applicable jurisdictions. If you do not have such capacity or authority or do not wish to accept our Agreement on behalf of the Customer please do not click to agree to these Terms.

  1. Definitions
    The definitions set out in the Annex to these Terms apply to them.
  2. Supply of the Services
    1. These Terms govern the supply of the Services, and the licensing of the Licensed SDK, by Citymapper to the Customer.
    2. Citymapper shall supply the Services, and license the Licensed SDK, from the Effective Date.
    3. Subject to the Customer complying with its obligations under this Agreement, Citymapper will make the Services available to the Customer during the Term, substantially in accordance with this Agreement.
    4. In order to receive the Services the Customer shall need to verify their email address, receive their Key, use the Key to authenticate API calls and undertake any other set-up requirements that are set out in the Documentation.
    5. Except as set out in this Agreement:
      1. the Customer agrees that its use of the Services is at its own risk and that the Services are provided on an "as is" basis;
      2. Citymapper does not represent or warrant that the use of the Services will be uninterrupted or error-free or that it will meet the Customer's specific requirements; and
      3. all conditions, warranties or other terms which may be implied or incorporated into this Agreement in any way are excluded, including those as to satisfactory quality, fitness for purpose, non-infringement of third-party rights or the use of reasonable skill and care.
    6. Unless agreed otherwise in writing, Citymapper does not commit to achieving any particular service levels in its performance of the Services.
    7. Where the Services are supplied on a Paid-for Basis, Citymapper will seek to give reasonable notice to the Customer in advance of any scheduled maintenance in respect of the Services, but the Customer acknowledges that it may receive no advance notice for unavailability caused by a Force Majeure Event (as described in clause 13.3) or for any emergency maintenance which is required to maintain the security or stability of the Services.
    8. The Customer acknowledges that as Citymapper provides its services to multiple clients through a single hosted environment, Citymapper must be able to modify or vary the Services. Therefore, subject to clause 2.9, Citymapper reserves the right to modify or vary the Services, without prior notice, at any time.
    9. Where the Services are supplied on a Paid-for Basis, Citymapper shall seek to give the Customer reasonable prior notice of any modification or variation to the Services, except where:
      1. it is necessary to comply with any applicable law, regulation, court or governmental order or to maintain the security and integrity of the Services, for example, to patch any security vulnerability; or
      2. such modification or variation does not materially impair or reduce the functionality of the Services.
    10. Subject to clause 12, Citymapper will not be liable for any delays, delivery failures or any other losses arising out of or in connection with any defect in the Customer's technical environment or any third-party infrastructure.
  3. Use of Licensed SDK
    1. Citymapper grants the Customer a revocable non-exclusive non-transferable worldwide licence to access and use, strictly for the Customer's own business purposes, the Licensed SDK, and any Citymapper Trademarks incorporated into it, in conjunction with the Customer Services and in accordance with any Documentation provided or made available by Citymapper which provide instructions for use of the Licensed SDK subject to these Terms.
    2. The Customer will ensure that any interface or view within the Customer Services which use the Licensed SDK will include the 'Powered by Citymapper' wording or any image/device representing those words provided by Citymapper.
    3. The use, reproduction and distribution of components of the Licensed SDK licensed under an open source software license (if any) are governed solely by the terms of that open source software license and not this Agreement.
    4. The Services will be provided free of charge up to the Free Trial Limit. Unless agreed otherwise in writing by Citymapper, once the Free Trial Limit has been reached in any calendar month no further API calls may be made by the Customer (and Citymapper shall not support them) to the Licensed APIs in that calendar month and Citymapper may not provide the Services for the remainder of that calendar month.
    5. Where applicable Citymapper will provide the Customer with a unique key / keys to authenticate requests made from the Customer Services to any Licensed APIs included within the Licensed SDK (each a Key). The Customer agrees to keep all Keys confidential. If the Customer becomes aware that a Key has been compromised or disclosed to any unauthorised person, it must notify Citymapper immediately. Citymapper may disable or replace any Key if it knows or reasonably suspects that a Key has become compromised in any way and will give the Customer as much notice as reasonably possible if it intends to do so.
    6. Except as set out in these Terms or as permitted by applicable law, the Customer must not:
      1. use the Licensed SDK in a manner that is illegal or promotes or facilitates any illegal activity including the sharing of content which is defamatory, obscene, sexually explicit, discriminatory, violent, deceptive or fraudulent or infringing of any Intellectual Property Rights or other rights of any person including privacy and data protection rights;
      2. use the Licensed SDK in a manner that: (i) accesses or uses any data or information beyond that which is permitted by Citymapper; (ii) breaks or circumvents any of Citymapper's technical, administrative or security measures; (iii) degrades the performance of Citymapper's services, systems or networks; (iv) transmits any viruses or other malicious programming that could damage, degrade, interfere with or intercept any of Citymapper's services, systems or networks;
      3. provide or otherwise make available the Licensed SDK in any form to any person without Citymapper's prior written consent;
      4. disassemble, decompile, reverse engineer or create derivative works based on the Licensed SDK or Citymapper's services (where the same is permitted by applicable law, any information obtained as a result must not be disclosed without Citymapper's prior written consent);
      5. cache, copy or extract and store any data so as to circumvent making a call under any Licensed APIs; or
      6. remove, obscure, or alter any copyright, trademark or other proprietary rights notices that may be affixed to or contained within the Licensed SDK;
      7. copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, store, archive, display publicly or to third parties, sell, licence, lease, rent, assign, transfer, disclose (in each case whether or not for charge) or in any way commercially exploit any part of any Services or Documentation;
      8. permit any use of any Services or Documentation in any manner by any third party;
      9. combine, merge or otherwise permit the App, Services or Documentation to become incorporated in any other application, program or service, or arrange or create derivative works based on it (in whole or in part); or
      10. access or use the App, Services or Documentation to develop or support, or assist a third party to develop or support, any products or services in competition with the App and/ or Services.
    7. Any breach by the Customer of the restrictions set out in clause 3.6 will be deemed to constitute a material breach by the Customer.
    8. If required by Citymapper, the Customer will notify Citymapper once it has completed the integration of the Customer Services using the Licensed SDK and allow Citymapper a reasonable opportunity to review and test such integration prior to the Go-Live Date by providing Citymapper with at Citymapper's option (a) access to a development version of the Customer Services or (b) video demonstrating the functionality of such integration. If Citymapper approves the integration, the Customer may proceed to use it in a production version of the Customer Services with effect from the Go-Live Date. If Citymapper (acting reasonably) rejects the integration, the Customer will implement any remedial actions recommended by Citymapper and allow Citymapper a further opportunity to review and test such integration. Approval of the integration by Citymapper does not represent any endorsement of the Customer Services.
    9. If Citymapper agrees to continue the provision of the Services in any particular calendar month following the Free Trial Limit being reached for that month, the Customer shall comply with any fair usage requirements (including maximum usage rates of calls to the Licensed APIs) that are set out in the Documentation or that Citymapper may reasonably determine and notify to the Customer. Citymapper may set automated rate limits at or above such fair usage requirements and any calls to any Licensed API above any such limits may be rejected by Citymapper.
    10. Citymapper may modify the Licensed SDK at any time. Where such modifications:
      1. are required to comply with any applicable law, regulation, court or governmental order or to maintain the security and stability of Citymapper's services, systems or networks; or
      2. are an SDK Compatibility Update,

        then the Customer shall incorporate such modifications in the production version of the Customer Services as soon as reasonably practicable after being notified by Citymapper of the modification.

    11. Citymapper may modify, suspend, deprecate or limit access to the Licensed APIs included in the Licensed SDK at any time with or without notice.
    12. Where Citymapper proposes to make a modification to the Licensed APIs which would materially impair or reduce the functionality of the Licensed SDK (a Breaking Change,), it will (a) seek to give the Customer reasonable prior notice of such modification and (b) make available a version of the Licensed SDK that is compatible with any such Breaking Change (an SDK Compatibility Update) reasonably promptly after notifying the Customer of the Breaking Change.
  4. Use of the Services
    1. The Customer will:
      1. provide Citymapper with all necessary co-operation, access and information as it may reasonably require for providing the Services;
      2. ensure that the Services are compatible with any devices, languages, frameworks, protocols and other systems used by the Customer; and
      3. ensure that the Customer Services comply with any relevant specifications provided by Citymapper at any time.
    2. The Customer will defend, indemnify and hold harmless Citymapper, its Affiliates and their respective Personnel from and against any and all losses incurred as a result of any breach by the Customer of clause 4.1. This clause 4.2 will survive the expiry or termination of this Agreement.
    3. The Customer acknowledges that any failure to comply with its obligations in clause 4.1 may affect Citymapper's ability to perform its obligations under this Agreement or may impair the functionality, performance, security or stability of the Services. Citymapper will have no liability to the Customer for any delays, delivery failures or other losses arising out of or in connection with the Customer's failure to comply with its obligations in clause 4.1.
    4. The Customer acknowledges that Citymapper may change any passwords and access credentials at any time without notice for security or other related reasons. Where practicable in Citymapper's sole discretion, Citymapper will give the Customer reasonable notice of any such change.
  5. Fees and Payment
    1. By sharing credit or debit card details via the Add Payment Method link in the Dashboard you agree to use the Services on a Paid-For Basis.
    2. Where the Services are provided on a Paid-For Basis:
      1. After the end of each calendar month (or such other period as notified to the Customer via the Dashboard or by email) Citymapper will charge (and Customer will pay) all Fees for use above the Free Trial Limit for such period immediately. Citymapper will provide a statement of Customer's usage of the relevant Services by email for the relevant period.
      2. All payments by credit card or debit card need to be authorised by the relevant card issuer.
      3. If Citymapper and the Customer agree in writing to pay by invoice, all Fees are due as stated in the invoice.
    3. Citymapper's measurement of Customer's use of the Services is final. Citymapper has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Citymapper.
    4. All amounts payable by the Customer under these Terms:
      1. will be paid in pounds sterling, unless otherwise agreed in writing;
      2. are exclusive of, and the Customer will be responsible for the payment of, VAT and all duties, levies, taxes or similar federal, local, provincial, state or foreign jurisdiction governmental assessments on such amounts; and
      3. are, subject to clauses 7.4 and 11.4(b), non-cancellable and non-refundable regardless of actual usage.
    5. Notwithstanding the foregoing, once the Free Trial Limit has been reached in any particular calendar month, Citymapper may in its absolute discretion agree to continue to provide the Services during the remainder of that month subject to such terms as Citymapper and the Customer shall agree in writing, including payment of any Fees.
  6. Intellectual Property Rights
    1. All Intellectual Property Rights in and to the Services, the Documentation and Technical Data will belong to and remain vested in Citymapper or its licensors. Except as expressly set out in this Agreement, nothing in this Agreement grants the Customer any right, title or interest in or to any Intellectual Property Rights in respect of the Services, Documentation or Technical Data. Citymapper has no obligation to deliver copies of any software comprised in the Services to the Customer in connection with this Agreement or the Services.
    2. The trademarks, service marks and logos of Citymapper (Citymapper Trademarks) are registered and unregistered trademarks or service marks of Citymapper. Other customer, product, and service names displayed within the Customer Services as a result of the Services may be trademarks or service marks owned by third parties (Third-Party Trademarks and, collectively with Citymapper Trademarks, Trademarks). Nothing in this Agreement should be interpreted as granting, by implication, estoppel, or otherwise, any license or right for the Customer or any end-users of the Customer Services to use any Trademark beyond the licence granted by clause 3.1 without Citymapper's prior written consent. The Trademarks may not be used by the Customer or any end-users of the Customer Services to disparage Citymapper or any applicable third-party, Citymapper's or third-party's products or services, or in any manner (using reasonable judgement) that may damage any goodwill in the Trademarks. Use by the Customer or any end-users of the Customer Services of any Trademarks as part of a link to or from any website is prohibited without Citymapper's prior written consent. All goodwill generated from the use of any Citymapper Trademarks will belong to Citymapper.
    3. All Intellectual Property Rights in and to the Customer Services and the Customer Data (including any modifications which the Customer makes or is advised by Citymapper to make to the Customer Services for the purpose of integrating the Services with the Customer Services) will belong to and remain vested in the Customer or its licensors. Except as expressly set out in this Agreement, nothing in this Agreement grants Citymapper any right, title or interest in or to any Intellectual Property Rights in respect of the Customer Services or the Customer Data. The Customer grants Citymapper a royalty-free, non-transferable, non-exclusive licence for Citymapper to use, copy and process the Customer Data to the extent necessary to perform or provide the Services or to exercise or perform Citymapper's rights, remedies and obligations under this Agreement.
    4. The Customer acknowledges that certain components of the Services (including open source software) are subject to third-party copyright and other Intellectual Property Rights as set out in (a) https://content.citymapper.com/news/1435/data-sources and (b) separate publicly-available third-party licence terms which Citymapper will provide to Customer on request, and the Customer agrees to comply with the terms of all applicable third party licenses and shall not do or omit to do anything which may cause Citymapper to be in breach of them.
    5. The Customer further acknowledges that the terms and conditions of any licences relating to Intellectual Property Rights described in clause 6.4 may vary or be terminated from time to time and such variations and/ or terminations are beyond Citymapper's control. Accordingly, Citymapper gives no warranty or representation as to the scope or other terms and conditions of any such licence.
    6. This clause 6 will survive the expiry or termination of this Agreement.
    7. If the Customer provides any feedback or suggestions about the Services to Citymapper then Citymapper may use that information without obligation to the Customer and the Customer assigns all right title and interest in that information to Citymapper.
    8. Citymapper may include Customer's name or logo in a list of Citymapper customers, online or in promotional materials and may also verbally reference Customer as a customer of the Services and may give non-confidential details of the Customer's use of the Services in customary promotional case studies. Any use of a Customer's branding under this clause 6.8 shall inure to the benefit of the Customer.
  7. Intellectual Property Indemnities
    1. Subject to the provisions of this clause 7, where the Services are supplied on a Paid-for Basis only, Citymapper will:
      1. defend, indemnify and hold harmless the Customer and Customer's Personnel (in each case an Indemnified Party) from and against any claim brought against an Indemnified Party alleging that the Indemnified Party's use of the Services infringes any Intellectual Property Rights of any third party (an IP Claim); and
      2. pay the Indemnified Party, subject to clause 12, all costs and damages awarded or agreed in settlement or final judgment of an IP Claim.
    2. The provisions of clause 7 will not apply unless the Indemnified Party:
      1. promptly (and in any event within five (5) business days) notifies Citymapper upon becoming aware of any actual or threatened IP Claim and provides full written particulars;
      2. makes no comment or admission and takes no action that may adversely affect Citymapper's ability to defend or settle the IP Claim;
      3. provides all assistance reasonably required by Citymapper, subject to Citymapper paying the Indemnified Party's reasonable costs; and
      4. gives Citymapper sole authority to defend or settle the IP Claim as Citymapper considers appropriate.
    3. The provisions of clause 12 (Limitation of Liability) will apply to any payment of costs and damages awarded or agreed in settlement or final judgment of an IP Claim under clause 7.
    4. In the event of any IP Claim, Citymapper may elect to terminate this Agreement immediately by written notice and promptly refund to the Customer on a pro-rata basis for any proportion of the Fees paid in advance.
    5. Citymapper will have no liability or obligation under this clause 7 in respect of (and will not be obliged to defend) any IP Claim which arises in whole or in part from:
      1. any modification of the Services without Citymapper's express written approval;
      2. any Customer Data;
      3. any third-party components;
      4. any breach of this Agreement by the Customer;
      5. use of the Services otherwise than in accordance with this Agreement; or
      6. use of the Services in combination with any software, hardware or data that has not been supplied or expressly authorised by Citymapper.
    6. Subject to clause 12 (Limitation of Liability), and to the maximum extent permitted by law, this clause 7 sets out the Customer's sole and exclusive remedy (whether in contract, tort (including negligence) or otherwise) for any IP Claim.
    7. Subject to the provisions of clause 12 (Limitation of Liability), the Customer undertakes to defend Citymapper from and against any claim or action that the use of the Customer Services by the Customer or any end-user of the Customer Services in conjunction with the Services infringes the Intellectual Property Rights or other rights of any person and will fully indemnify Citymapper from and against any losses, damages, costs (including all legal fees) and expenses incurred by or awarded against Citymapper as a result of, or in connection with, any such claim or action.
  8. Customer Data and Technical Data
    1. All right, title and interest in and to the Customer Data will belong to and remain vested in the Customer and will constitute the Customer's Confidential Information. Except to the extent that the same is within Citymapper's control, the Customer will be solely responsible for the accuracy, content, legality, quality and use of the Customer Data.
    2. Citymapper will not access or use the Customer Data for any purposes other than:
      1. to perform, provide or improve the Services;
      2. using the A to B Data to create analysis and reports and to improve routing within the App and any free or monetizable service operated by Citymapper;
      3. to exercise or perform Citymapper's rights, remedies and obligations under this Agreement; or
      4. to comply with any applicable law or regulation.
    3. The Customer acknowledges that Citymapper will collect Technical Data from the Customer's use of the Services and such Technical Data will constitute Citymapper's Confidential Information. Citymapper may use Technical Data for the purposes of:
      1. verifying the Customer's compliance with the terms of this Agreement;
      2. diagnosing any defect or fault in relation to the Services;
      3. identifying any security vulnerabilities in relation to the Services; and
      4. understanding how the Services are used and improving the Services.
  9. Data Protection
    1. Each party will comply with all relevant Data Protection Legislation with regards to the processing of personal data under this Agreement.
    2. The Customer retains control of (and to the extent permitted by applicable laws, all right, title and interest in and to) Customer Data and remains responsible for its compliance obligations under the Data Protection Legislation, including the requirements relating to the fair, lawful and transparent processing of Customer Data, for the processing instructions it gives to Citymapper, and to enable Citymapper to access or use the Customer Data and Technical Data in accordance with clause 8.
    3. While the parties acknowledge that whether a party is a controller or processor is a question of fact based on the nature of the processing activity, the parties record their intention that: (a) the Customer will be a controller and Citymapper will be a processor in respect of Customer Data; and (b) the Customer and Citymapper will be separate and independent controllers of the origin, destination and travel time information input by an end user into the relevant Customer application for a journey.
    4. To the extent that the Services involve the processing by either party of Personal Data under the Data Protection Legislation, the terms of the remainder of this clause 9 apply.
    5. To the extent that the Customer is not the sole controller of any Customer Data (for example, where the Customer has obtained the Services on behalf of one of its Affiliates or another person), the Customer warrants that it has been authorised by all relevant controllers to instruct Citymapper to process the Customer Data.
    6. The Customer instructs Citymapper to process Customer Data as reasonably necessary for the provision of the Services and in accordance with the terms of this Agreement. Citymapper agrees that it will only process Customer Data in accordance with the Customer's instructions as set out in the Agreement and the Customer's documented instructions. Without affecting the Customer's obligations under clause 9.2, Citymapper will promptly inform the Customer if it becomes aware of any instruction that, in its opinion, infringes the Data Protection Legislation in the UK or EU and, to the maximum extent permitted by applicable laws, Citymapper will have no liability (whether in contract, tort (including negligence) or otherwise) for any losses, costs, damages or other liabilities arising out of or in connection with any processing in accordance with the Customer's instructions following the Customer's receipt of such information.
    7. The scope, nature, purpose and duration of the processing and the types of personal data and categories of data subjects as may apply to the processing of the personal data by Citymapper will be as follows:
      1. Scope:
        • The provision of the Licensed APIs and/or Licensed SDKs (as applicable) by Citymapper to the Customer.
      2. Nature and purpose of processing:
        • Citymapper will process the Customer Data as necessary to provide the Licensed APIs and/or Licensed SDKs to the Customer under this Agreement and as further instructed by the Customer under the terms of this Agreement.
      3. Duration of processing: Citymapper will process the Customer Data and A to B Data for the duration of this Agreement unless otherwise agreed by the Customer in writing.
      4. Categories of data subjects: End-users of the Customer Services.
      5. Types of personal data: unique identifiers, location data, A to B Data (to the extent it is personal data).
    8. Citymapper will ensure that any personnel that processes Customer Data are bound by obligations of confidentiality or are under an appropriate statutory obligation of confidentiality.
    9. Citymapper will, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing as well as the risk of varying likelihood and severity for the rights and freedoms of data subjects in relation to Customer Data, implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
    10. Citymapper will, taking into account the nature of the processing and the information available to Citymapper, assist the Customer in complying with its obligations under Article 32 (Security of processing), Article 33 (Notification of a personal data breach to the supervisory authority); Article 34 (Communication of a personal data breach to the data subject) and Article 36 (Prior consultation) of the GDPR.
    11. Where the processing of Customer Data involves a transfer of personal data to any country or territory in respect of which an adequacy finding under relevant Data Protection Legislation has not been given (Restricted Transfer), Citymapper's standard contractual clauses (as published as part of the Documentation) shall apply and the Customer will enter into such other agreements (or take such other actions) as Citymapper may require to ensure that appropriate safeguards (as required by Article 46 of the GDPR) are in place in respect of such Restricted Transfer.
    12. Except for those third party processors appointed by Citymapper as at the Effective Date (as identified in the Documentation) (Approved Sub-processors), Citymapper may only engage new sub-processors to process the Customer Data if the Customer is provided with an opportunity to object to the appointment of each sub-processor within ten working days after Citymapper informs the Customer of such sub-processor. If the Customer has not objected to a new sub-processor during such period then the relevant sub-processor will be deemed to have been approved and will be deemed an Approved Sub-processor. Citymapper will impose, by way of contract, the same data protection obligations as set out in clause 9 of this Agreement with each Approved Sub-processor, in particular, providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Data Protection Legislation. Citymapper will at all times remain fully liable to the Customer for any failure by an Approved Sub-processor to comply with its obligations under the Data Protection Legislation or this clause.
    13. Citymapper will promptly refer to the Customer any data subject who contacts Citymapper or any of its Approved Sub-processors seeking access or correction to, or with any enquiries or complaints concerning, their personal data. Citymapper will, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, to provide, in a timely manner, all reasonable co-operation, assistance, information and access to Customer Data in its possession or control as is necessary for the Customer to promptly (and, in any event, within any timeframe required by the Data Protection Legislation) respond to such request, enquiry or complaint. Citymapper's obligations under this section include enabling: (a) the deletion of Customer Data of a single data subject record or multiple data subject records; (b) provision of access to Customer Data; (c) providing a copy of Customer Data; (d) the rectification of Customer Data; (e) the restriction of processing of Customer Data; and (f) portability of Customer Data.
    14. Citymapper will: (a) notify the Customer in writing of a personal data breach promptly and without undue delay after Citymapper first becomes aware of the personal data breach; (b) promptly investigate each personal data breach and assist the Customer and any third party engaged by the Customer in connection with any investigation that the Customer may wish to conduct with respect to such personal data breach; and (c) take all reasonable steps requested by the Customer to limit, stop or otherwise remedy any personal data breach, which may include development and execution of a written plan, subject to the Customer's approval, to reduce the likelihood of a recurrence of a personal data breach. Unless required by the Data Protection Legislation, Citymapper will not communicate any personal data breach to any data subject whose personal data may have been affected by a personal data breach or any third party other than law enforcement without first consulting with, and obtaining the prior written consent of, the Customer.
    15. Citymapper will on written request promptly after the date of cessation of any Services involving the processing of personal data (Cessation Date) delete and ensure the deletion of all copies of the Customer Data. The Customer may in its absolute discretion by written notice to Citymapper at any time require Citymapper to: (a) return a complete copy of all Customer Data to the Customer by secure file transfer in such format as is reasonably requested by the Customer; or (b) delete and ensure the deletion of all other copies of Customer Data processed by Citymapper and its Approved Sub-Processors.
    16. Citymapper will: (a) provide the Customer with such information as may be reasonably requested by the Customer at any time with respect to Citymapper's compliance with its obligations under this clause; and (b) permit the Customer (or any third party chosen by the Customer) to audit Citymapper's compliance with this clause upon reasonable advance written notice and during regular business hours, but no more than once each year (unless required by a supervisory authority), at Citymapper's offices for the purpose of verifying Citymapper's compliance with this clause 9, and will, in connection with such audit, provide all reasonable information and co-operation. The Customer will meet Citymapper's reasonable costs incurred as a result of any such audit.
    17. If either party receives a compensation claim from a data subject relating to the processing of personal data in connection with this Agreement or the Services, it will promptly provide the other party with notice and full details of such claim. The party with conduct of the action will: (a) make no admission of liability nor agree to any settlement or compromise of the relevant claim without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed); and (b) consult fully with the other party in relation to any such action, but the terms of any settlement or compromise of the claim will be exclusively the decision of the party that is responsible for paying the compensation.
  10. Confidentiality
    Each party undertakes that it will not, during this Agreement and for a period of 2 years after its expiry or termination, disclose to any person any Confidential Information concerning the business, affairs, customers, suppliers, products, services, pricing or market opportunities of the other party (or of any of its Affiliates) except: (a) to those of its Personnel who need to know such information for the purposes of exercising its rights or performing its obligations under this Agreement (provided such personnel have entered into binding confidentiality obligations with that party); and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. No party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement. This clause 10 will survive the expiry or termination of this Agreement.
  11. Term, Suspension & Termination
    1. Term of Agreement. This Agreement will commence on the Effective Date and will remain in effect until it is terminated in accordance with these Terms (the Term).
    2. Suspension. Citymapper may, without liability and on giving the Customer reasonable prior written notice, suspend the Customer's access to the Services if: (a) Citymapper reasonably suspects that there has been any misuse of the Services in accordance with clause 3.6; or (b) without prejudice to clause 11.3, if the Customer fails to pay and Fees due to Citymapper including where such failure is due to any credit card payment failing to be processed. Citymapper will promptly investigate any issue and advise the Customer of the outcome of such investigation. Citymapper may restore, terminate or continue to suspend access to the Services at its discretion.
    3. Termination by Citymapper. Citymapper may terminate this Agreement: (a) for convenience immediately (or such longer period as Citymapper may have agreed to in writing) upon giving written notice; (b) immediately on written notice if the Customer commits a material breach of any term of this Agreement which, if capable of remedy, has not been remedied within 14 days of Citymapper giving written notice of such breach to the Customer; (c) immediately on written notice if the Customer fails to pay when due any invoice due to Citymapper and such invoice remains unpaid within 14 days of Citymapper giving written notice of non-payment to the Customer; or (c) immediately on written notice if declares bankruptcy or insolvency or appoints or has appointed any administrator, manager or receiver over its business and assets or has a petition presented or resolution passed for its winding up (or any analogous events in any jurisdiction to which it is subject).
    4. Termination by the Customer:
      1. The Customer may terminate this Agreement immediately on written notice if Citymapper: (a) commits a material breach of any term of this Agreement which, if capable of remedy, has not been remedied within 14 days of the Customer giving written notice of such breach to Citymapper; or (b) declares bankruptcy or insolvency or appoints or has appointed any administrator, manager or receiver over its business and assets or has a petition presented or resolution passed for its winding up (or any analogous events in any jurisdiction to which it is subject).
      2. If a Service is lawfully terminated by the Customer under part (a) above, Citymapper shall within 30 days of such lawful termination make a pro-rata refund of any Fees paid by the Customer for Services which have not been performed as at the effective date of termination. In all other circumstances, the Customer will not be entitled to a refund and Citymapper will be entitled to invoice the Customer for all amounts due and payable by the Customer under this Agreement which the Customer will pay immediately upon receipt together with any other amounts due and payment under this Agreement as at the effective date of termination.
      3. Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, Customer may terminate the Agreement for its convenience at any time with 30 days' prior written notice. All Fees owed by Customer will be charged in accordance with clause 5 of this Agreement.
    5. Consequences of termination. On termination or expiry of this Agreement for any reason:
      1. all licences granted by the parties to each other under this Agreement will terminate immediately and the Customer will cease using the Services and any Documentation immediately;
      2. the Customer shall delete and permanently remove the Licensed SDK from the next production version of the Customer Services;
      3. each party will, on request at the other party's option, promptly delete, destroy or return any Confidential Information and other items (and copies of them) belonging to the other party;
      4. the parties shall comply with the obligation on them in clause 9.15; and
      5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination will not be affected or prejudiced and will not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
      This clause 11.5 will survive the expiry or termination of this Agreement.
  12. Limitation of Liability
    1. This clause 12 sets out the entire financial liability of each party (including any liability for the acts or omissions of its Affiliates or Personnel) to the other arising under or in connection with this Agreement; in respect of any use made by the Customer of the Services and any Documentation; and in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
    2. In particular (but without limitation):
      1. Citymapper is not responsible for, and accepts no liability for any loss or damage which may result from, for any interaction or connectivity between the Licensed SDK and applications developed by a third party or that access data or content provided by a third party;
      2. Citymapper does not accept any liability for any incorrect results obtained from use of the Licensed SDK due to the Customer using a third-party provider to obtain longitude/latitude coordinates or other information; and
      3. Citymapper is not responsible for, and accepts no liability, for any difference between the mapping or navigation information provided by means of the App and actual conditions, for the quality or effectiveness of the Customer Services, or for any damage or harm caused to any end-user by the Customer Services. Accordingly, the Customer shall defend, indemnify and hold harmless Citymapper, its Affiliates and their respective Personnel from and against any and all losses incurred as a result of any claim brought by any end-user of the Customer Services. It is agreed that such indemnity shall not be subject to the provisions of clauses 12.3 or 12.4 of this Agreement.
    3. Subject to the other provisions of this clause 12, each party's aggregate liability to the other in respect of the Services provided under this Agreement whether in contract, tort (including negligence) or otherwise will not exceed an amount equal to the Fees payable by the Customer to Citymapper in respect of such Service in the 12-month period immediately preceding the first incident giving rise to any claim in respect of such Service.
    4. Subject to the other provisions of this clause 12, neither party (nor a party's Personnel) will be liable to the other party for any indirect, special, punitive or consequential damages (including loss of data or service interruption) arising out of the provision, use of, or inability to use, the Services, regardless of the basis of such claim and even if advised of the possibility of such damages.
    5. Subject to any other provision of this Agreement:
      1. each party's liability to the other party will not be limited in any way in respect of: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other losses which cannot be excluded or limited by applicable law; and
      2. the Customer is solely responsible for (and Citymapper has no responsibility to the Customer or to any third party for) any breach of the Customer's obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law, and for the consequences of any such breach.
    6. This clause 12 will survive the expiry or termination of this Agreement.
  13. General
    1. Authority: Each party represents and warrants to the other that it has the right, power and authority to enter into this Agreement and to grant the other the rights and to perform its obligations under this Agreement.
    2. Compliance with Laws: each party shall, in performing its obligations under this Agreement, comply with all applicable laws, statutes, and regulations from time to time in force, and each party warrants that it is not subject to any relevant embargoes or sanctions, nor is it located, organised or resident in any country or territory that is the subject of any sanctions.
    3. Force majeure: Neither party will have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement (except, in the case of the Customer, any delay or failure to pay the Fees) which result from any event beyond the reasonable control of that party (Force Majeure Event). The party affected by the Force Majeure Event will promptly notify the other party in writing when such an event causes a delay or failure in performance, the nature of the Force Majeure Event and when the Force Majeure Event has ceased. If a Force Majeure Event continues for a continuous period of more than one calendar month, either party may terminate this Agreement without liability to the other party by written notice to the other party.
    4. No partnership or agency: Nothing in this Agreement constitutes, or will be deemed to constitute, a partnership between the parties nor make any party the agent of another party.
    5. No exclusivity: Nothing in this Agreement will prevent Citymapper from entering into any similar agreements with third parties (whether or not such third parties are in competition with the Customer) or from independently developing, using, selling or licensing services which are similar to the Services provided under this Agreement.
    6. Assignment: Citymapper may assign or transfer its rights and obligations under this Agreement to another person and will notify the Customer in such circumstances. The Customer may not assign or transfer its rights and obligations under this Agreement to another person without Citymapper's prior written consent (not to be unreasonably withheld, conditioned or delayed).
    7. Variation: This clause 13.7 is subject to clause 13.6 (Updates). No variation of this Agreement or the Services provided under it will be valid or effective unless it is in writing, refers to this Agreement and is executed by the authorised representatives of both parties. Unless otherwise agreed by the parties in writing any variation of this Agreement will be deemed to apply to any existing Services in force at the date of such variation and all future Services agreed between the parties after the date of such variation.
    8. Waiver: If Citymapper does not insist immediately that the Customer does anything it is required to do under this Agreement, or if Citymapper delays in taking steps against the Customer in respect of the Customer's breach of this Agreement, that will not mean that the Customer does not have to do those things and it will not prevent Citymapper from taking steps against the Customer at a later date.
    9. Entire agreement:
      1. The parties agree that this Agreement and any documents entered into under it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether written or oral in respect of its subject matter.
      2. Each party acknowledges that it has not entered into this Agreement or any documents entered into under it in reliance on, and will have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or such documents, except in the case of fraudulent misrepresentation. No party will have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
    10. Set-off: Each party will pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
    11. Severance: Each clause of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.
    12. Notices: Any notice to be given under this Agreement may be given by email, in the case of Citymapper to business@citymapper.com and in the case of the Customer to the email address provided by the Customer in the sign-up form at citymapper.com/developer-access, and will be treated as received one hour after being sent (or at 9.00am on the next working day in the place of receipt, if sent outside working hours in the place of receipt). This does not apply to the service of any legal proceedings.
    13. Third-party rights: No one other than a party to this Agreement, their successors and permitted assignees, will have any right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.
    14. Language: The language of this Agreement is English. All documents, notices, waivers, variations and other written communications relating to this Agreement will be in English. If this Agreement and any document relating to it is translated, the English version will prevail.
    15. Local law requirements: This Agreement applies in countries outside the United Kingdom and its territories. The parties may negotiate in good faith any supplemental terms required by local law.
    16. Updates: These Terms may be updated by Citymapper from time to time, by means of displaying the revised Terms at https://citymapper.com/developer-terms effective from the date of publication. Whilst Citymapper will use its reasonable endeavours to notify the Customer of any updates, the Customer is advised to regularly check for updates.
    17. Governing law: This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) will be governed by and interpreted in accordance with the laws of England.
    18. Jurisdiction: The parties irrevocably submit to the exclusive jurisdiction of the English courts in relation to any dispute arising out of or in connection with the subject matter or formation of this Agreement.

Annex

In these Terms, the following definitions apply:

A to B Data: the origin, destination and other directions request parameters of directions and travel time requests input by a User of the App and/or an end-user of the Customer Services for a journey.

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

Agreement: the agreement between the parties that arises upon these Terms being accepted by the Customer.

App: together, the transport website and mobile application, operated by Citymapper, that allows Users to navigate cities and public transport systems.

Breaking Change: has the meaning given to it in clause 3.12.

Citymapper Trademarks: has the meaning to it in clause 6.2.

Controller, processor, data subject, personal data, personal data breach, special categories of personal data, processing, supervisory authority, third party and appropriate technical measures: have the meaning given to them in the Data Protection Legislation, except where the context requires otherwise.

Customer Data: any data (including meta data and Personal Data), information or other material uploaded or generated by the Customer or any end users of the Customer Services, including A to B Data but excluding any anonymised and/or aggregated version of A to B Data.

Customer Services: the various services offered by the Customer to its clients that it wishes to integrate with the Services using the Licensed SDK.

Confidential Information: all information (whether in oral, written or electronic form) disclosed by one party to the other party under or in connection with this Agreement and which is confidential in nature, designated as confidential orally or in writing as confidential or which may reasonably be considered by a business person to be commercially sensitive including any data, information and materials relating a party's general business affairs, customers, finances, market opportunities, operations, products, services, strategy, technology and trade secrets.

Dashboard: the online dashboard or console made available to the Customer by Citymapper for administering the Services.

Data Protection Legislation: the UK Data Protection Legislation and any European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time (wherever in the world) which apply to a party relating to the use of personal data.

Documentation: any documentation, tutorials or other technical materials provided or made available by Citymapper in respect of the Customer's use of the Services at https://docs.external.citymapper.com and https://docs.external.citymapper.com/api

Effective Date: the date that the Customer accepts these Terms.

Fees: the fees payable by the Customer in respect of the Services, as may be agreed in writing between the parties, and payable in accordance with clause 5 (Fees and Payment).

Free Trial Limit: means the then-current threshold applicable for the Services as described in the Documentation.

GDPR: General Data Protection Regulation ((EU) 2016/679) as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018.

Go-Live Date: the date on which the Customer Services become generally available to the public following the integration of the Services.

Indemnified Party: has the meaning given to it in clause 7.1(a).

Intellectual Property Rights: any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data and all similar rights whether registered or unregistered, including any applications to protect or register such rights and all renewals and extensions of such rights or applications whether vested, contingent or future anywhere in the world.

IP Claim: has the meaning given to it in clause 7.1(a).

Key: has the meaning given to it in clause 3.5.

Licensed API: an API described in the Documentation and, unless the context requires otherwise, references in these Terms to the Licensed SDK shall be deemed to be references to the Licensed SDK and/or the Licensed APIs.

Licensed SDK: any software development kit described in the Documentation.

Paid-for Basis: where the Customer agrees to pay Citymapper's Fees for providing the Services.

Personnel: in relation to a party means any person employed or engaged by that party including its agents, consultants, contractors, directors, employees, officers and workers.

Restricted Transfer: has the meaning given to it in clause 9.11.

SDK Compatibility Update: has the meaning given to it in clause 3.12.

Services: the provision of the Licensed SDK and Licensed APIs in the manner described in the Documentation.

Technical Data: technical data relating to the use of the Services including crash data, server logs and data relating to the implementation and performance of the Services.

Third-Party Trademarks: has the meaning to it in clause 6.2.

Trademarks: has the meaning to it in clause 6.2.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the GDPR; the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) n each case as further amended or modified by the laws of the United Kingdom or of a part of the United Kingdom from time to time.

User: means an end user who has registered with Citymapper to use the App.

VAT: value added tax or any equivalent tax chargeable in the UK.