Terms & Conditions
Website Terms & Conditions
1. About our terms and conditions
a. These terms and conditions of use, together with the documents referred to in them (together the “Conditions”), set out the terms which apply to your use of and access to www.squarefootfinder.co.uk, any subdomain or any such related website and/or mobile application for such site (together the “Website”) whether as a guest or registered user.
b. By accessing or using the Website you are agreeing to comply with and be bound by these Conditions (and any documents referred to in them). If you do not agree to be bound by these Conditions (or any part of them) please do not use or access this Website.
c. The Website is owned by Square Foot Finder Limited, a company registered in England and Wales with company number 11347133 whose registered office is situated at 91-93 Alma Road, Clifton, Bristol BS8 2DP. The term “you” refers to the individual user wishing to access and/or use the Website.
2. Use of the Website and restrictions on use
a. We permit you to use the Website only in accordance with these Conditions (and any documents referred to herein). Use of the Website in any other way, including in contravention of any restriction on use set out in these Conditions, is not permitted. If you do not agree with the applicable terms you may not use the Website. In particular and without limitation, as a condition of your use of the Website you agree:
i. not to use the Website to carry out or promote any activity that is unlawful in any way under any applicable law; and
ii. not to use the Website for any purpose that is prohibited by these Conditions.
3. Accuracy of information and availability of the Website
a. While Square Foot Finder has taken care in the preparation of the Website, the Website and any content thereon (including any information, names, images, pictures, logos, icons whether regarding or relating to Square Foot Finder or any third party products and services available through the Website, together “Content”), are provided on an ‘as is’ basis and we make no representations, endorsements, warranties or guarantees of any kind, whether express or implied, that the Website and any Content thereon is accurate, complete, up-to-date, secure, of satisfactory quality, fit for any particular purpose or compatible with any third party systems. To the fullest extent permitted by law, all such terms and warranties are hereby excluded.
b. While we take reasonable care to ensure that the Content on the Website is accurate, please note that the Content is not intended to constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. Any reliance that you may place on the Content on the Website is at your own risk.
c. While we try to make sure that the Website is available for your use, we do not promise that the Website is or will be available at all times nor do we promise the uninterrupted use by you of the Website. If you have any difficulties using the Website, please contact us.
4. Copyright, trademark and intellectual property rights
a. References in these Conditions to “Intellectual Property Rights” means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever in the world they exist.
b. Unless specifically indicated otherwise, the Website and all Content presented on the Website, together with all Intellectual Property Rights therein, are owned by Square Foot Finder, our licensors or both (as applicable). Such Intellectual Property Rights are protected by copyright laws and treaties around the world. We and our licensors reserve all of our and their rights in any such Intellectual Property Rights in connection with these Conditions. This means, for example, that we and they remain owners of them and free to use them as we and they see fit.
c. The Website and the Content thereon are available for browsing and reference purposes only and nothing in these Conditions grants you any legal rights to access or use the Website or any Content thereon for any other purposes. You may not use the Website or any Content thereon for any further or additional uses, and in particular may not reproduce or otherwise make available the same in whole or in part, without the prior written consent of Square Foot Finder or our licensors (if applicable). In addition, none of the Content on the Website may be copied, altered in any way, or transmitted or distributed to any other party without our prior express written permission.
5. Our Rights
a. We reserve the right to:
i. modify or withdraw, temporarily or permanently, this Website (or any part thereof) with or without notice to you and we shall not be liable to you or any third party for any modification to or withdrawal of the Website; and
ii. prevent or suspend your access to the Website if you do not comply with any part of these Conditions, any terms or policies to which they refer, or any applicable law; and
iii. change the Conditions from time to time, and your continued use of the Website (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Conditions have been changed. If you do not agree to any change to the Conditions then you must immediately stop using the Website.
6. Links and third party sites
a. In order to provide increased value to you, we may provide links or references on the Website (including banner and pop-up advertising) to third party websites or resources for you to access at your sole discretion.
b. You acknowledge and agree that Square Foot Finder has no control over and is not responsible or liable, directly or indirectly, for:
i. the availability of such external sites or resources;
ii. the privacy practices of such websites;
iii. the content of such websites, including (without limitation) any advertising, content, products, goods or other materials, services or information on or available from such websites or resources;
iv. any use others make of such websites or resources; or
v. any damage, loss or offence caused or alleged to be caused by, or in connection with, the use by you of or reliance by you on any such advertising, content, products, goods or other materials, services or information available on such external websites or resources.
c. The display of any link and/or reference to any third party website or resource does not mean that we endorse that website or resource or any materials, services or information available on or through it. Any reliance you place on such a link or reference is done at your own risk
d. Your use of a third party website or resource may be governed by the terms and conditions of such website or resource. It is your responsibility to ensure that such terms and conditions are acceptable to you.
e. You may link to the homepage of the Website from another website provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not present or establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice and to require you to immediately remove any link to the Website at any time, and you shall immediately comply with any request by us to remove any such link.
7. Your Square Foot Finder account
a. You may need a Square Foot Finder account in order to use some of our services. You may create a Square Foot Finder account via the online registration process.
b. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures (“Account Information”), you must treat such Account Information as confidential and you must not disclose it to any third party. If you know or suspect that anyone other than you knows your Account Information you should promptly notify us.
c. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Conditions.
8. Property enquiries through the Website
a. Our Website allows property owners and managers (“Advertiser(s)”) to advertise their properties to potential tenants. If you are a potential tenant you can access and search property listings on the Website.
b. Once you have discovered a property that suits your requirements, you can click the “Send Message” button to contact the Advertiser of the relevant property. By clicking the “Send Message” button you are authorising us to:
i. notify the relevant Advertiser(s) that you are interested in their property; and
ii. pass your details to the relevant Advertiser(s) so they can contact you in relation to the property you have enquired about.
c. You must be a registered user of our Website in accordance with clause 7 in order for us to pass your details to the Advertiser.
d. Making an enquiry through the Website under clause 8.b above does not give rise to any legal obligation or commitment to rent any property listed on the Website. Accordingly, no payment details are required from you at this stage.
e. Once we have passed your details to the Advertiser(s) any further correspondence relating to your property enquiry will be dealt with by such Advertiser(s). We will have no further involvement in, and accept no responsibility or liability in relation to, such further correspondence between you and any such Advertiser(s).
9. Disclaimer and limitation of liability
a. Square Foot Finder do not own or manage any of the properties listed on our Website. We are not, nor will we ever be, a party to any property rental, lease or tenancy contract or any other property related agreement that is or may exist from time to time between you and any Advertiser(s). Square Foot Finder accepts no responsibility or liability whatsoever in respect of any aspects of any such property related agreement that may exist between you and an Advertiser.
b. In no event will Square Foot Finder or any Square Foot Finer group company be liable to any user of the Website, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, for any losses or damages arising out of or in connection with use of, or inability to use, the Website, or with reliance on any Content available on or through the Website, including, without limitation, any loss of profits, data, goodwill, sales, business, revenue, anticipated savings, business opportunity, reputation (in all these cases whether direct or indirect), any business interruption (whether direct or indirect), or any indirect, consequential or special loss or damage.
c. Square Foot Finder does not warrant that the functions or materials accessible from or contained in this Website will be uninterrupted or error free, that defects will be corrected, or that this Website or the server that makes it available are virus or bug free or represent the full functionality, accuracy and/or reliability of the same. To the fullest extent permitted by law, Square Foot Finder excludes all conditions, warranties and/or representations, whether express or implied, which may apply to the Website or any Content on it.
d. Nothing in these Conditions shall exclude or limit Square Foot Finder’s liability for death or personal injury resulting from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.
a. We do not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your device in order to access the Website and you should use your own virus protection software. We will not be liable for any loss or damage caused by a virus or any other technologically harmful material that may infect you due to your use of the Website.
11. Force Majeure
a. We will not be liable for any delay, interruption or failure in the provisioning of services if caused by acts of God, declared or undeclared war, fire, flood, storm, slide, earthquake, power failure, the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay, labour disputes, or other similar events beyond our control that may prevent or delay service provisioning.
b. Unenforceable provisions – If any part of these Conditions (or any terms and conditions relating to a service referred to in the Website) should be determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which such terms and conditions are intended to be effective, then to the extent of such illegality, invalidity or unenforceability, and in relation to such state or country only, such terms or condition shall be deleted and severed from the rest of the relevant terms and conditions and the remaining terms and conditions shall survive, remain in full force and effect and continue to be binding and enforceable.
c. Compliance with law – The Website has been prepared, and is intended for use, in accordance with the laws of England and Wales. If you access the Website from locations outside of England and Wales you are responsible for compliance with local laws where they are applicable.
d. Rights of third parties – No one other than you or us has any right to enforce any of these Conditions.
e. Variation – These Conditions are 1st July 2018. No changes to these Conditions are valid or have any effect unless agreed by us in writing. We reserve the right to vary these Conditions from time to time. Our new Conditions will be displayed on the Website and by continuing to use and access the Website following such changes, you agree to be bound by any variation made by us. It is your responsibility to check these Conditions from time to time to verify such variations.
g. Capacity – You must be at least 18 years old and able to enter into legally binding contracts to access and use the Website or register an account. By accessing or using the Website you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
13. Governing Law
a. These Conditions shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
Space Providers’ Terms And Conditions
These Terms and Conditions (these “Terms”) govern the terms on which Square Foot Finder Limited a company incorporated in England and Wales whose registered company number is 11347133 and whose registered office is at 91-93 Alma Road, Clifton, Bristol BS8 2DP and trading under the name ‘Square Foot Finder’ (the “Supplier”) makes available the Platform (as defined below) to Space Providers (as defined below).
These Terms, together with any documents referred to herein, shall together constitute the contract between the Supplier and the Space Provider setting out the terms upon which the Space Provider may use the Platform (the “Agreement”). Any Space Providers seeking to use the Platform must agree to the terms of the Agreement, and any use of the Platform by an Space Providers shall be deemed to be an acceptance of such terms. If an Space Providers does not so accept or agree to the terms of the Agreement then that Space Providers will not be entitled to use the Platform and must stop using it immediately.
1. Definitions and interpretation
1.1. In this Agreement:
1.1.1. Space Provider: means the space provider whose has registered via our Platform, which may include (without limitation) property sales and/or lettings agents, providers or operators of halls of residence, or other property managers wishing to make their properties available through the Platform;
1.1.2. Space Provider Data: means all information provided by the Space Provider or on the Space Provider’s behalf to the Supplier when using the Platform, including information relating to a Listing;
1.1.3. Applicable Law: means, as applicable to and binding on:
18.104.22.168. the Space Provider and/or the Supplier in the performance of their obligations under this Agreement; and/or
22.214.171.124. the Platform,
1.1.4. any and all applicable laws, statutes, orders, rules, treaties, decree, regulations, directives, edicts, bye-laws, schemes, warrants, other instruments made under or to be made under any statute, any exercises of the royal prerogative and codes of conduct and regulatory rules or guidelines, whether local, national, international or otherwise existing from time to time, together with any other similar instrument having legal effect in the relevant circumstances;
1.1.5. Bribery Laws: means the Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010, all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption, and any similar or equivalent legislation in any other relevant jurisdiction;
1.1.6. Business Day: means a day other than a Saturday, Sunday or bank or public holiday in England and Wales;
1.1.7. Commencement Date: means the date when the Accommodation Provider is first granted access to the Service;
1.1.8. Confidential Information: means any and all confidential information, (whether in oral, written or electronic form) including commercial, technical, tactical or strategic information of any kind or any other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, Intellectual Property Rights, assets, strategy, products and customers, including information relating to management, financial, marketing, technical and other arrangements or operations of any person, firm or organisation associated with that party;
1.1.9. Contract Term: means a period of 12 months from registration as a Space Provider;
1.1.10. Documentation: means the documents (in whatever media) provided to the Accommodation Provider to facilitate use of the Platform;
1.1.11. Emergency Maintenance: means non-scheduled maintenance which is required at short notice to ensure the integrity or availability of the Platform and/or any data hosted on the Platform;
1.1.12. Fees: has the meaning given in clause 12.1;
1.1.13. Force Majeure: means an event or sequence of events beyond a party's reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party's own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
1.1.14. Infringing Data: means information or data that: (i) infringes Applicable Law; or (ii) infringes any third party Intellectual Property Rights; or (iii) includes any material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred, menacing or blasphemous;
1.1.15. Intellectual Property Rights: means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trade marks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, semi-conductor chip topography rights, mask works, utility models, domain names, software right and rights in software (including source code and object code), and all similar and related rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
1.1.16. Listing: means a property listing available on the Platform for Users to view;
1.1.17. Party: means a party to this Agreement and “parties” shall be construed accordingly;
1.1.18. Platform: means the Supplier’s website platform available under the ‘Square Foot Finder’ brand, together with any associated software and/or applications (including mobile applications), which allows Users to search for and make enquiries about student accommodation;
1.1.19. Property Management Software: means third party property management software which can store and/or display information about property listings and which may be integrated into or connected with the Platform in accordance with clause 9 below;
1.1.20. Representatives: means the Accommodation Provider’s employees, officers, agents, contractors, authorised representatives, and any other persons duly authorised on the Accommodation Provider’s behalf to use the Platform;
1.1.21. Support Hours: means 9 am to 5 pm on any Business Day;
1.1.22. Term: means the term of this Agreement as calculated in accordance with clause 2; and
Users: means individual users that view Listings on the Platform and may make enquiries through the Platform about such Listings.
1.2.1. In this Agreement:
126.96.36.199. a reference to a party includes that party’s personal representatives, successors and permitted assigns;
188.8.131.52. a reference to a “person” includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
184.108.40.206. a reference to a gender includes each other gender;
220.127.116.11. words in the singular include the plural and vice versa;
18.104.22.168. any words that follow “include”, “includes”, “including”, “in particular” or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
22.214.171.124. unless the context requires otherwise, references to “in writing” include email;
126.96.36.199. the background section and any clause or other headings in this Agreement are included for convenience only and shall have no effect on the interpretation of this Agreement; and
188.8.131.52. a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under this Agreement.
2.1. This Agreement will begin on the Commencement Date and shall continue:
2.1.1. for the Contract Term, on the expiry of which the Agreement shall automatically renew for a further period of twelve calendar months (a “Renewal Term”); unless
2.1.2. terminated (whether during the Contract Term or Renewal Term) in accordance with clause 14 (data protection), clause 17 (termination) or clause 21 (force majeure).
3. Platform and availability
3.1. Throughout the Term the Supplier shall use reasonable endeavours make the Platform and the Documentation available to Space Provider excluding:
3.1.1. scheduled maintenance;
3.1.2. Emergency Maintenance; or
3.1.3. downtime caused in whole or part by Force Majeure.
3.2. The Supplier will use reasonable endeavours to notify the Space Provider in advance of scheduled maintenance but the Space Provider acknowledges that it may receive no advance notification for emergency maintenance or downtime caused by Force Majeure.
3.3. The Space Provider acknowledges and agrees that the Supplier may monitor and record communications with the Space Provider (including telephone conversations and emails) for the purposes of provision of services, quality assurance, training, fraud prevention and compliance purposes.
3.4. The Space Provider acknowledges that the Supplier shall be entitled to modify the features and functionality of the Platform as part of its ongoing development of the Platform. The Supplier shall use reasonable endeavours to ensure that any such modification does not adversely affect the Space Provider’s use of the Platform.
4. Supplier warranties
4.1. The Supplier warrants to the Space Provider that:
4.1.1. the Supplier has the right, power and authority to enter into this Agreement and grant to the Space Provider the rights contemplated in this Agreement and to supply the Platform; and
4.1.2. the Platform will be supplied:
184.108.40.206. (a) with reasonable care and skill; and
220.127.116.11. (b) subject to clause 3.4, in accordance in all material respects with any descriptions provided on the Platform and/or in the Documentation (as applicable).
4.2. While the Supplier tries to make sure that the Platform will be available during the Term, the Supplier does not warrant or represent that the Platform will be available at all times or free from errors and interruptions.
4.3. The warranties in this clause are subject to the Space Provider giving notice to the Supplier as soon as it is reasonably able upon becoming aware of breach of a warranty. When notifying the Supplier of such a breach the Space Provider shall use its reasonable endeavours to provide the Supplier with such documented information, details and assistance as the Supplier may reasonably request.
4.4. The Supplier will not be liable under this clause or be required to remedy any problem arising from or caused by the Space Provider’s use of the Platform in a manner other than as reasonably directed by the Supplier.
4.5. The Space Provider acknowledges and agrees that:
4.5.1. the Supplier is not and cannot be aware of the extent of any potential loss resulting from any failure by the Supplier to discharge its obligations under this Agreement;
4.5.2. the Platform has not been designed to meet the Space Provider’s individual requirements and cannot be tested in every operating environment; and
4.5.3. it is the Space Provider’s responsibility to ensure that the facilities and functions of the Platform meet the Space Provider’s requirements and will not cause any error or interruption in the Space Provider’s own software or systems.
4.6. Subject to clauses 4.2 to 4.5, if the provision of the Platform does not comply with clause 4.1 the Supplier shall, at its option, remedy, re-perform, or refund payments made in relation to, the Supplier’s provision of the Platform and this shall be the Space Provider's sole and exclusive remedy for any such failure.
4.7. To the extent permitted by applicable law, the Supplier disclaims all other warranties and conditions as to the Platform including but not limited to implied warranties relating to quality, fitness for a particular purpose, or ability to achieve a particular result. This does not exclude any liability for fraudulent misrepresentation or any warranties and/or conditions to the extent that the same cannot be lawfully excluded.
5. Account and Account Information
5.1. In order to use the Platform the Space Provider will be required to create and manage an account on the Platform (an “Account”). Accounts may be created in the Platform by Space Providers choosing, or being provided with, a user identification code, password or other piece(s) of information as part of the Supplier’s security procedures (“Account Information”) to set up and manage an Account.
5.2. If you are registering an Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in this Agreement.
5.3. The Space Provider acknowledges and agrees that it is solely responsible for keeping its Account Information confidential. The Space Provider should only disclose Account Information to its employees, agents, suppliers or other authorised representatives and must not disclose Account Information to any other person. If the Space Provider knows or suspects that any unauthorised person knows or has access to its Account and/or Account Information the Space Provider must promptly notify the Supplier accordingly.
5.4. The Space Provider acknowledges and agrees that it shall be responsible for, and shall be liable to the Supplier in respect of, any and all actions taken through the Space Provider’s Account unless the Space Provider has notified the Supplier of any unauthorised access under clause 5.2 above.
6. Use of the Platform and restrictions on use
6.1. The Supplier grants the Space Provider a non-transferable, non-exclusive right during the Term to access and use the Platform in accordance with this Agreement.
6.2. In consideration of the licence granted above, the Space Provider shall pay all Fees due under this Agreement in accordance with clause 12.
6.3. Except to the extent such activities are expressly agreed by the parties in writing, the Space Provider’s right to benefit from the Platform does not permit it to:
6.3.1. copy, cut and paste, email, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Platform;
6.3.2. combine, merge or otherwise permit the Platform (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it;
6.3.3. attempt to decompile (as defined in section 50B of the Copyright, Designs and Patents Act 1988) the underlying software (or any part of it) that is used to provide the Platform, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988; and
6.3.4. to observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Platform, except and only to the extent that such restriction is prohibited pursuant to section 50B of the Copyright, Designs and Patents Act 1988.
6.4. Notwithstanding clause 6.3, the Space Provider shall not and shall procure that Representatives shall not:
6.4.1. use the Platform to carry out or promote any activity that is unlawful in any way under Applicable Law; or
6.4.2. use the Platform for any purpose that is prohibited by this Agreement; or
6.4.3. introduce any software virus or other malware (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) that may infect or cause damage to the Platform or the Supplier’s systems or otherwise disrupt the provision of the Platform.
6.5. The Supplier reserves the right to monitor usage by the Space Provider (by way of audits or otherwise) during the term of this Agreement for the purpose of (among others) ensuring compliance with the terms of this Agreement. Such monitoring may be carried out by the Supplier or a third party authorised by the Supplier.
7. Listings and Accommodation Provider Data
7.1. Save for information uploaded in accordance with clause 9, the Space Provider shall be responsible for uploading Listings information to the Platform. Such Listings information shall constitute Space Provider Data under this Agreement.
7.2. The Space Provider acknowledges and agrees that it shall be solely responsible for:
7.2.1. verifying that any details contained in a Listing are true and accurate in all material respects; and
7.2.2. ensuring that any landlord, seller or other person who manages or controls a property which is the subject of a Listing is genuine and does not and would not give rise to any reasonable concerns regarding the status of such person or the condition of such property.
7.3. The Space Provider shall indemnify and hold harmless the Supplier from and against any and all loss caused to the Supplier as a result of or relating to:
7.3.1. the Space Provider’s failure to comply with its obligations under clauses 7.2.1 and 7.2.2; and
7.3.2. any loss, damage or injury to any User that results from the Space Provider’s failure to comply with its obligations under clauses 7.2.1 and 7.2.2.
8. Infringing Data
8.1. The Space Provider shall not use Infringing Data on the Platform.
8.2. The Space Provider shall retain ownership of all Space Provider Data and all rights therein. The Space Provider grants a royalty-free, transferable, non-exclusive licence for the Term to the Supplier to use the Space
Provider Data to the extent necessary to provide the Platform.
8.3. The Space Provider acknowledges that the Supplier has no control over any Space Provider Data hosted as part of the provision of the Platform and, although it reserves the right to do so, the Supplier does not
actively monitor the content of the Space Provider Data.
8.4. The Supplier shall notify the Space Provider immediately if it becomes aware of any allegation that any Space Provider Data may be Infringing Data and the Supplier shall have the right to remove such Space Provider Data from the Platform without the need to consult the Space Provider.
8.5. The Supplier reserves the right to disclose Space Provider Data to law enforcement officials and/or HMRC in the investigation of fraud or other alleged unlawful activities.
8.6. The Space Provider shall indemnify and hold harmless the Supplier from and against all loss caused to the Supplier as a result of the use by the Space Provider of Infringing Data on the Platform.
9. Integration with third party Property Management Software
9.1. From time to time the Supplier may allow or enable Property Management Software to integrate or connect with the Platform for the purpose of obtaining Listings and related information from such Property Management Software for display on the Platform.
9.2. The Supplier shall maintain an up to date list of Property Management Software that the Supplier has allowed to integrate or connect with the Platform and shall provide such list to the Space Provider upon request.
9.3. The Space Provider acknowledges that Property Management Software and any Listing information held therein is maintained by third parties and that the Supplier cannot guarantee the accuracy of such Listing information, and therefore:
9.3.1. although it reserves the right to do so, the Supplier shall not be obliged to check the accuracy of Listings information that is obtained through the use or integration of Property Management Software; and
9.3.2. subject to clause 9.4, the Supplier shall not be liable in any way for any errors or inaccuracies contained in any Listings information obtained through the use or integration of Property Management Software.
9.4. Subject to clauses 9.3 and 9.6, where Property Management Software has integrated or connected with the Platform and such integration or connection has caused issues with the Space Provider’s use of the Platform (including any inaccuracies in Listings information being displayed on the Platform) (“Issues”) the Space Provider shall notify the Supplier accordingly in writing as soon as possible. Following the receipt of such written notification the Supplier shall:
9.4.1. start working to rectify such Issue within 48 hours of receipt of such notification (and confirm the same to the Space Provider in writing); and
9.4.2. rectify such Issue to the Space Provider’s reasonable satisfaction within seven (7) days.
9.5. If the Supplier is not able to rectify such Issue under clause 9.4 and the Issue materially prevents the Space Provider from having full use of the Platform then, subject to clause 9.6, the Supplier shall, in relation to any period during which such Issue materially prevents the Space Provider from having full use of the Platform, refund to the Space Provider such proportion of the Fees which have already been paid in respect of such period, and this shall be the Space Provider's sole and exclusive remedy in respect of any such Issue.
9.6. The Supplier shall not be required to remedy any Issue, or be liable for any failure to remedy any Issue, to the extent that such Issue:
9.6.1. is the result of changes to the relevant Property Management Software that were made after the date when such Property Management Software was first integrated with or connected to the Platform; or
9.6.2. is caused by inaccuracies in the Listing information originally provided to or available on or through the Property Management Software.
10. User enquiries
10.1. Where a User makes an enquiry about a Listing through the Platform the Supplier shall provide contact details for such User to the Space Provider.
10.2. Within a reasonable time of receipt of such User contact details under clause 10.1, such reasonable time being no longer than two (2) Business Days, the Space Provider shall contact the relevant User about their enquiry.
10.3. The Space Provider acknowledges and agrees that once the Space Provider has made contact with a User under clause 10.2, any further communications between the Space Provider and such User, and any contractual relationship that may ultimately arise between them, shall be matters between the Space Provider and such User and that the Supplier shall have no involvement in, or liability in relation to, such communications and/or contractual relationships.
11. Suspension of access
11.1. The Supplier may suspend, deny or block the Space Provider’s access to the Platform, including by blocking, without prior notification, the IP addresses that the Space Provider used to access the Platform, if:
11.1.1. the Supplier reasonably suspects that there has been any misuse or unauthorised use of the Platform by the Space Provider or its Representatives or through the Space Provider’s Account; or
11.1.2. the Supplier suspects that there has been a breach of this Agreement; or
11.1.3. the Space Provider fails to pay any sums due to the Supplier by the due date for payment.
11.2. The Supplier shall notify the Space Provider as soon as possible after suspending the Platform under clause 11.1.
11.3. Where the reason for the suspension or withholding is suspected misuse of the Platform or breach of this Agreement the Supplier shall, without prejudice to its rights under clause 17, take steps to investigate the issue and may restore or permanently suspend access at its discretion. If the Supplier considers it appropriate to permanently suspend access to the Platform it will notify the Space Provider in writing and this Agreement will terminate immediately on service of such notice.
11.4. In relation to suspensions or withholdings under clause 11.1.3, the Supplier shall restore access to the Platform promptly after the Supplier receives payment in full and cleared funds, however this duty on the Supplier is subject to the Supplier’s right to terminate for non-payment under clause 17.1.2 below.
11.5. The Fees shall remain payable during any period of suspension notwithstanding that the Space Provider may not have access to the Platform during such period.
12. Fees and payment
12.1. Prior to creating a Listing, the Platform will specify the fees payable for each Listing, together with any applicable taxes or duties (including VAT) which may be charged in addition (together the “Fees”). The Fees will vary depending on the level of service the Space Provider selects.
12.2. Unless we agree otherwise, the Space Provider will be required to pay the Fees via credit or debit card via our payment portal when completing the order for the Listing.
12.3. If sums due under this Agreement are not paid in full by the due date:
12.3.1. the Supplier may, without limiting its other rights, charge interest on such sums at four percent (4%) a year above the base rate of the Bank of England from time to time in force, and
12.3.2. interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full, whether before or after judgment.
12.3.3. The Supplier may increase the Fees for any new Listings at any time.
13. Intellectual Property Rights
13.1. Except as expressly stated in this clause 13, no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
13.2. All Intellectual Property Rights in and to the Platform, the Documentation or any part of them belong to and shall remain vested in the Supplier. To the extent that the Space Provider acquires any Intellectual Property Rights in the Platform, the Documentation or any part of them, the Accommodation Provider shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Supplier. The Space Provider shall execute all such documents and do such things as the Supplier may consider necessary to give effect to this clause.
13.3. Subject to clause 13.2 and any other terms expressly agreed by the parties in writing, each party grants to the other a licence of such of its Intellectual Property Rights as are necessary to enable the other party to fulfil its obligations under this Agreement or provide or make use of the Platform and the Documentation as supplied under this Agreement, but not otherwise.
14. Data Protection
14.1. Each party agrees that, in the performance of its respective obligations under this Agreement, it shall comply with all applicable Privacy and Data Protection Requirements.
14.2. For the purpose of this clause:
14.2.1. “Data Protection Legislation” means: the General Data Protection Regulation 2016/679 (“GDPR”) and the Data Protection Act 2018; the Regulation of Investigatory Powers Act 2000; the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699); the Electronic Communications Data Protection Directive (2002/58/EC); the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003); and all applicable laws and regulations which may be in force from time to time relating to the processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner or any other supervisory authority, and the equivalent of any of the foregoing in any relevant jurisdiction; and
14.2.2. “data controller”, “data processor”, “data subject”, “Information Commissioner”, “personal data” and “processing” shall have the meanings given to them in the GDPR.
14.3. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 14 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
14.4. Without prejudice to the generality of clause 14.3, the Space Provider will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Supplier for the duration and purposes of this Agreement.
14.5. Without prejudice to the generality of clause 14.3, the Supplier shall, in relation to any personal data processed in connection with the performance by the Supplier of its obligations under this Agreement:
14.5.1. process that personal data only on the written instructions of the Space Provider unless the Supplier is required by applicable laws to otherwise process that personal data. Where the Supplier is relying on the laws of a member of the European Union as the basis for processing personal data, the Supplier shall promptly notify the Space Provider of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Supplier from so notifying the Space Provider;
14.5.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
14.5.3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
14.5.4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Space Provider has been obtained and the following conditions are fulfilled:
18.104.22.168. the Space Provider or the Supplier has provided appropriate safeguards in relation to the transfer;
22.214.171.124. the data subject has enforceable rights and effective legal remedies;
126.96.36.199. the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
188.8.131.52. the Supplier complies with reasonable instructions notified to it in advance by the Space Provider with respect to the processing of the personal data;
184.108.40.206. assist the Space Provider, at the Space Provider's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
14.5.5. notify the Space Provider without undue delay on becoming aware of a personal data breach;
14.5.6. at the written direction of the Space Provider, delete or return personal data and copies thereof to the Space Provider on termination of the Agreement unless required by applicable law to store the personal data; and
14.5.7. maintain complete and accurate records and information to demonstrate its compliance with this Clause 14.
15.1. Each party (“Receiving Party”) agrees that it may use the Confidential Information of the other party (“Disclosing Party”) only in relation to the performance of this Agreement and that it shall not disclose the
Disclosing Party's Confidential Information except in accordance with this clause 15.
15.2. The Receiving Party may disclose the Disclosing Party's Confidential Information to those of its employees, officers, advisers, agents or representatives who need to know the Disclosing Party's confidential information in order to perform the Receiving Party's rights and obligations under this Agreement provided that the Receiving Party shall ensure that each of its employees, officers, advisers, agents or representatives to whom the Disclosing Party’s Confidential Information is disclosed is aware of its confidential nature and complies with this clause 15 as if it were a party to this Agreement.
15.3. Each party may disclose any Confidential Information required by law, any court, any governmental, regulatory or supervisory authority (including any regulated investment exchange) or any other authority of competent jurisdiction.
16. Limitation of liability
16.1. Notwithstanding any other provision of this Agreement, the liability of the parties shall not be limited in any way in respect of the following:
16.1.1. death or personal injury caused by negligence;
16.1.2. fraud or fraudulent misrepresentation; or
16.1.3. any other losses which cannot be excluded or limited by Applicable Law.
16.2. Subject to clause 16.1, the Supplier’s total liability to the Space Provider whether in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with the Platform or other performance or non-performance of the Supplier’s obligations under this Agreement:
16.2.1. shall not exceed:
220.127.116.11. an amount equal to the Fees paid to the Supplier in the twelve (12) month period immediately preceding the first incident giving rise to the loss, or
18.104.22.168. for incidents occurring in the first twelve (12) months of this Agreement, an amount equal to the paid and projected Fees for that period; and
16.2.2. in any event shall not extend to:
22.214.171.124. loss of profits, loss of revenue, loss of business, loss of goodwill, loss of contracts, loss of anticipated savings, loss of production or loss of or corruption to data; or
126.96.36.199. any special, indirect or consequential loss or damage whatsoever.
16.3. Except as expressly stated in this Agreement, and subject to clause 16.1, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
17.1. Either party may terminate this Agreement at any time by giving notice in writing to the other if the other party:
188.8.131.52. a material breach of this Agreement (other than failure to pay); or
184.108.40.206. a series of breaches (other than failure to pay) which together may reasonably be considered to constitute a material breach of this Agreement, and such breach is not remediable or, if capable of remedy, is not remedied within twenty (20) Business Days of receiving written notice to do so; or
17.1.2. has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within thirty (30) days after the other party has given notification that the payment is overdue; or
17.1.3. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of that party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of that party’s assets or that party enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
17.1.4. takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clause 17.1.3 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
17.2. If either party becomes aware that any event has occurred, or circumstances exist, which may entitle the other party to terminate this Agreement under this clause 17, it shall immediately notify the other party in writing.
17.3. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination.
18. Consequences of termination
18.1. In the event of termination of this Agreement for any reason:
18.1.1. the right to access the Platform provided under this Agreement shall terminate immediately;
18.1.2. the Space Provider shall within seven (7) days return or destroy (at the Supplier’s option) all the Supplier’s Confidential Information or Documentation in its possession or under its control and all copies of such information;
18.1.3. all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect; and
18.1.4. the Supplier shall at the Space Provider’s cost return or destroy (at the Space Provider’s option) all Space Provider Data in its possession or under its control and all copies of such Space Provider Data.
18.2. Where information or data is stored in or on any disc, computer, word processor or other device or system in a party’s possession, custody or control, that party’s obligations under this clause 18 to destroy such information or data shall be satisfied by applying the delete functions available in the relevant software, regardless of whether the applicable information or data has technically been permanently erased from the hard drive or other memory of the relevant system.
19.1. For the purposes of this clause 19 the expressions “adequate procedures” and “associated with” shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
19.2. Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
19.2.1. all of that party’s personnel;
19.2.2. all others associated with that party; and
19.2.3. all of that party’s subcontractors;
19.2.4. involved in performing the Contract so comply. Space
19.3. Without limitation to clause 19.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
19.4. Each party shall immediately notify the other as soon as it becomes aware of a breach of any of the requirements in this clause 19.
20.1. The Space Provider undertakes, warrants and represents that:
20.1.1. neither the Space Provider nor any of its officers, employees, agents or subcontractors has:
220.127.116.11. committed an offence under the Modern Slavery Act 2015 (an “MSA Offence”); or
18.104.22.168. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
22.214.171.124. is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
20.1.2. it shall comply with the Modern Slavery Act 2015; and
20.1.3. it shall notify the Supplier immediately in writing if it becomes aware or has reason to believe that it, or any of its officers, employees, agents or subcontractors, have breached or potentially breached any of Accommodation Provider’s obligations under clause 20.1, and such notice shall set out full details of the circumstances concerning the breach or potential breach of the Space Provider’s obligations.
20.2. Any breach of clause 20.1 by the Space Provider shall be deemed a material breach of this Agreement and shall entitle the Supplier to terminate the Agreement with immediate effect.
21. Force Majeure
21.1. A party shall not be liable or be deemed to be in breach of this Agreement if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it:
21.1.1. promptly notifies the other party of the Force Majeure event and its expected duration; and
21.1.2. uses best endeavours to minimise the effects of that event.
21.2. If, due to Force Majeure, a party:
21.2.1. is or shall be unable to perform a material obligation under this Agreement; or
21.2.2. is delayed in or prevented from performing its obligations for a continuous period exceeding thirty (30) days or a total of more than thirty (30) days in any consecutive period of ninety (90) days; the parties shall, if requested by the party not affected by the Force Majeure within thirty (30) days, renegotiate this Agreement to achieve, as nearly as possible, the original commercial intent.
22.1. Notices under this Agreement shall be in writing and sent to a party's address or email address. Alternatively, notices may be sent to any other address or email address as previously notified in writing by a party to the other for the purposes of this clause 22.
22.2. Notices may be given, and shall be deemed received:
22.2.1. by first-class post: two (2) Business Days after posting;
22.2.2. by airmail: seven (7) Business Days after posting;
22.2.3. by hand: on delivery; and
22.2.4. by email: on receipt of a delivery confirmation notification from the correct email address of the intended recipient confirming that the notice has been sent to that email address.
22.3. In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged, as the case may be.
22.4. This clause does not apply to notices given in legal proceedings or arbitration.
23. Entire agreement
This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
24.1. The Space Provider may not assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the Supplier’s prior written consent, such consent not to be unreasonably withheld or delayed.
24.2. The Supplier may perform any of its obligations and exercise any of its rights granted under this Agreement through any associate or subcontractor. The Supplier acknowledges and agrees that any act or omission of such associate or subcontractor in relation to the Supplier’s rights or obligations under this Agreement shall be deemed to be an act or omission of the Supplier itself.
25.1. Each clause of this Agreement is severable and distinct from the others. If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under Applicable Law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced):
25.1.1. the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable; and
25.1.2. without limiting the foregoing, in such circumstances the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
26.1. Amendment – this Agreement may only be amended in writing signed by duly authorised representatives of each of the parties. Such amendment will only take effect when signed by duly authorised representatives of each
of the parties.
26.2. No partnership or agency – the parties are independent businesses and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf.
26.3. Waiver – no failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
26.4. Set off – each party must 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.
26.5. Third party rights – except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
26.6. Compliance with law – the Space Provider shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with this Agreement.
27. 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) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims)