Terms and conditions of business
MakeUrMove Limited
(website -
www.makeurmove.co.uk)
Contents
Utility Notifications &
Tenant Concierge Service
Alternative Deposit
Guarantees
Good Landlord & Rent
Protection Subscriptions
Payment Terms for
Subscriptions
Consequences of Termination
for breaches
Intellectual Property
Rights (IP)
The terms and conditions within this document set out the agreement between MakeUrMove Limited and any user of the website and/or services set out within the website. These terms are governed by and shall be construed in accordance with the laws of England.. The Courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these.
MakeUrMove Limited (our/we) is a company registered in England. The registered number is 06466785 and registered address Office One, 1 Coldbath Square, Farringdon, London, EC1R 5HL. Reference to the company shall include the website address above.
These terms may be updated from time to
time and the most up to date version will be displayed on the website.
The purpose of these terms is to clearly
set out our obligations and explain your obligations within the bounds of our
agreement. You may find it useful to view the section specific to the service
or use you intend to make; however, you are directed to observe all details set
out within this agreement as they will apply.
These terms are to
be read in conjunction with the Privacy Policy.
We are members of or are registered with
the following;
●
The Property Ombudsman
●
Information Commissioner’s
Office
●
ARLA Propertymark
●
Safe Agent
●
Residential Landlord
Association
We hold Client Money
Protection and adhere to a code of practice for letting agents as set out by
the various memberships listed above. We will maintain memberships with
professional bodies and from time to time may change the bodies and
associations that we may be members of.
You have the right to cancel the contract
within 14 days beginning the day after you enter the contract.
All services instructed on our website to be
delivered by Make Ur Move or their third party suppliers are to be delivered on acceptance of the order.
By submitting the order you accept that the service will be delivered straight away
and you waive the right to the cooling-off period.
Should you wish to cancel after service delivery but within the first 14 days then you agree to pay all fees for services provided.
MakeUrMove provide services to Landlords
and Tenants online by way of a digital software and platform. These Services
are for use in the performance of property letting and management tasks.
Part of our services are provided by third
parties and our website may include links to third parties, either affiliated
with us or not. We do not provide any guarantee or warranty as to the quality
of any services offered by third parties.
The price of each service is set out on the
website inclusive of VAT at the current rate unless otherwise stated. Payment
is due upon instruction except for subscribed services which is due monthly or
annually in advance.
Should there be a change in the VAT rate
then the price for services shall be adjusted accordingly and written notice is
not required.
Where services or charges are raised by
invoice you agree to settle these within 14 days.
An interest charge of 5% above the Bank of
England base rate shall be charged on all late fees. We shall have the right to
recover all reasonable expenses incurred in obtaining payment of any fees due
from you.
Refunds are made at our discretion and in
line with termination procedures.
You may only use the Services if you have
legal authority to give instructions in relation to the Advertising or
Management of a property and. If you do not have absolute legal authority, we
will require consent in writing from the person or business that has this
authority.
You are required to maintain and observe
your legal obligations and any statutory provisions that may apply to you in
the process of carrying out business as a landlord unless otherwise agreed by
us in writing to manage these for you. This includes but is not limited to;
-
Health & Safety
Requirements & Standards
-
Fire Safety Requirements &
Standards
-
Property Descriptions
-
Licensing Requirements
-
Fit for Habitation Standards
including MEEs
-
Local Authority Enforcement
Notices
-
Gas & Electrical Safety
Standards
-
Data Protection Regulations
(GDPR)
-
Tenant Fees & Deposit
Regulations
Failure to comply with these regulations
and standards may result in Services being withdrawn.
You shall remain responsible for providing
access to the Property and will update the availability in the Landlord Account
of either yourself or the nominated party.
Any order submitted through the website
constitutes an offer by you to us which will be accepted subject to internal
checks and due diligence. You agree to provide any additional documentation for
these checks as requested.
You agree that where you have instructed
additional services requiring a Property visit that access will be provided
within 7 days of the order acceptance. Confirmed appointments require a minimum
notice of 48 hours to cancel, a cancellation fee equivalent to the full cost of
the service shall apply where the minimum notice is not provided.
We will provide any completed documentation
within 24 hours of receipt electronically from the supplier and will store this
against the property in your account. You agree to provide copies of any
documentation as required to current or new tenants and occupiers.
Where additional work has been carried out
on site beyond the agreed scope of the order details, we will raise an invoice
to you for immediate settlement prior to providing any completed certificates.
You may request Advertising for your
Property as a standalone Service (Standard) or part of a Subscription by submitting a
request online using the MakeUrMove Landlord Account.
You agree to provide marketing materials
including photographs, floorplans and descriptions and confirm that the
materials shall provide an accurate representation of the current property
condition. We have the right to reject any photos or alter descriptions as we
see fit to observe any requirements we have or protect the representation of
our brand.
The price you pay for standalone
Advertising shall be listed on the website and provides you with up to 60 consecutive
days of advertising on the Website and any partner websites which will be
suspended during any accepted offer regardless of how you sourced the tenant or
any conditions attached.
Advertising will only be provided in the
following circumstances;
-
The property is currently vacant
OR
-
The current tenant/s have given notice AND
-
The property will become vacant within the next 60 days
OR
-
A valid notice has been served upon the tenant AND
-
Access is granted for the purpose of viewings
The above does not apply to Student Lets
being advertised for the next Student year.
You are not permitted to use one
advertisement to rent multiple properties or rooms and agree to pay a fee of
£150 for each one should you breach this term.
Advertising upgrades are only available
where Advertising is purchased or instructed at the same time and will
terminate on expiry of the Advertising or request for withdrawal. Upgrades
cannot be transferred.
You agree to update the portal or notify us should the property
availability change so we may update your advertisements accordingly.
We reserve the right to withdraw services
where any of the below apply;
●
We are unable to reach you for
a period of at least 72 hours
●
We have completed more than 12
viewings.
●
We are notified of a tenancy
starting by a tenant that we have introduced
●
We have concluded negotiations
and you have accepted a tenancy whether this is subject to any checks and
contract or not
You may withdraw your property at any time
by notifying us of your intention. Acceptance of advertising withdrawal by us
does not constitute termination of the agreement and there is no right to a
refund.
Utility Notifications & Tenant
Concierge Service
You have the option of using a utility
notification service provided by a third party. This service is subject to
acceptance and requires that you agree to the following;
-
Provide a move out date of your current tenant
-
Provide meter readings
-
Agree that Just Move In on behalf of MakeUrMove can provide notice
of a change of responsibility on account for all supplies both on Move Out and
Move In; Council Tax, Water Supply, Gas and Electricity Supply
-
Agree to make payment on any demands sent by suppliers either to
MakeUrMove Limited or direct to you
-
Confirm a move in date for any new tenancy
- Provide meter readings following the move in
You agree to provide the above on
instruction of notifications whether the tenants is found with us or not.
Your tenant will be given the option to
switch supply at the start of their tenancy through a concierge service
provided by an appointed third party and you agree they have the freedom of
that choice unless utilities are included in the monthly rental payment. You
will notify us where you have included bills either at instruction of
advertising or the start of the tenancy.
We will obtain information from potential
tenants and seek to match this with your property requirements. We do not
verify this information and cannot take responsibility for the accuracy of it.
Appointments requests and confirmations are
issued on behalf of the parties and we cannot guarantee attendance or accept
any liability in the event of missed appointment and cancellations at short
notice.
You agree to notify us of any changes made
to this appointment between yourself and the potential tenant so that we may
provide a reminder service.
Where you have instructed a viewing
package we will provide this service as described on the site.
The service does not include management of viewing arrangements with tenants, key
collection, holding, key safe installation or removal. Fees will apply in addition
for these services and will be confirmed to you once we have a full list of your
requirements.
Unused viewing slots may be subject to a partial refund.
No refunds are due where
potential tenants do not attend at the agreed time.
We will instruct checks to be completed via one of our partners.
Acceptance of all offers are subject to
satisfactory references and contract and does not guarantee a tenancy of any
sort.
We will provide a service to check
references where instructed and available. These will consider credit history,
income references and landlord references. The completed report will provide
you with an indication of the suitability of applicants in relation to the
specific tenancy offered.
You have the right to withdraw acceptance
of offers at any time and will incur a penalty to cover our reasonable costs
where references have been started even if not yet complete.
Where the tenant pays a holding deposit and
we can demonstrate that they have deliberately provided misleading information
or fail to disclose any information which leads to a failed reference then a penalty
fee equivalent to the cost of reference checks shall be retained from the
holding deposit and where you have incurred the cost this shall be reimbursed
to you.
Acceptance of an offer to let does not
grant or provide guarantee of a tenancy.
You will make payment of a holding deposit
within 24 hours of notification that your application is accepted subject to
checks and agree to be bound by the terms as displayed in your account on the
website. This holding deposit amount will be equivalent to one weeks rent.
You agree to provide information when
requested and that this information is true to the best of your knowledge to
enable us to consider your suitability before commencement of reference checks.
Failure to provide this information at the early stage may lead to an
unsatisfactory result on the checks themselves which may result in fees being
deducted from your holding deposit.
Where you require a guarantor, you are
responsible for determining that they meet the requirements in order to act as
a guarantor. You agree to obtain their permission to provide details for a
pre-check before proceeding to a full check. A failed guarantor check will
result in a declined application.
Should your application fail as a result of
providing false, misleading information or failing to provide information which
affects your suitability then a penalty fee equivalent to that which is set out
in your holding agreement on the website shall be retained from the holding
deposit to cover the reasonable costs incurred by either us or the Landlord.
Where your application is successful you
agree to use the holding deposit towards your first month’s rent or full
deposit which will be protected.
You agree to provide all necessary
information within 72 hours as requested to assist the checks. After such time
if we are unable to complete checks for any reason then you agree that your
application may be closed, and the property remarketed. Penalty fees to cover
the cost of checks shall be recovered from the holding deposit before return to
you.
You can withdraw
your offer at any time and will pay a penalty fee to cover the reasonable cost
of reference checks per person that either us or the Landlord have incurred.
You have the option of using the digital
document service which we shall provide.
You must produce this from within your
Landlord Account and input all the required data, you are responsible for
checking and confirming this is correct before issuing the document. Where the
documents include mistakes requiring a resend you will pay a fee to cover the
cost of £35.
You accept that this document is generic
and where you need to include specific clauses or specially negotiated clauses
you will arrange your own tenancy contract.
Provided documents do not come with any
guarantee of their effectiveness in courts or tribunals for the purposes of
possession as you are required to carry out several additional checks and
steps.
You may purchase and instruct a tenancy
document pack without using any other Services and agree to obtain the
authority of the parties to the document to share their data for the purposes
of providing this service.
You agree to check these documents to
satisfy yourself that they are fit for purpose and signed before handing over
keys or paying any funds for the tenancy.
You agree to provide documents for this
pack as required, including safety certificates. If these are not provided,
then you agree to provide them directly to the tenant at the outset of the
tenancy.
We do not carry out Right to Rent checks as
standard or verify physical ID of tenant/s and guarantor/s you agree to
complete these checks.
Deposit collection and lodging is carried out where we have completed reference checks and the tenancy is a new tenancy. A charge of £35 applies for deposit collections and lodging where we are not providing a Good Landlord or Managed service.
We will hold any funds received in a client
account.
We will create the deposit with Deposit
Protection Service (DPS) under their custodial scheme and transfer this to them
on receipt.
Where we are not instructed to hold this
deposit throughout (Managed services only), we will arrange transfer to your DPS account. You agree to
register for an account, if you do not have one already, and provide the
Landlord ID number for transfer. In the event that you do not provide this number and Make Ur Move holds the funds under their own name a fee of £35 per year will apply.
If there are errors in the details which
the deposit is lodged under, you and the tenant agree that the deposit will be
released to us in full so that it may be registered again correctly.
Where you collect the deposit, you must
make these arrangements yourself and provide any documentation.
Alternative
Deposit Guarantees
A cash deposit is required in all tenancies
to be paid at the start of the tenancy unless by agreement a deposit guarantee
is provided in its place. Failure to provide either of these will result in a
delay to the tenancy start.
We partner with Zero Deposit which provides
a deposit guarantee scheme.
ZDG: Zero Deposit Guarantee sold through Zero Deposit ("ZD"), a
trading name of Global Property Ventures Limited, and provided by Great Lakes
Insurance SE which the Tenant may, at the Tenant's option, purchase as a
substitute for the Cash Deposit. The terms and conditions of the ZDG are set
out in detail in the ZDG documentation provided to the Tenant and Landlord by
ZD. For copies of the ZDG documentation, contact help@zerodeposit.com
We provide the option to tenants as
standard; landlords will need to opt out of this service upon registration if
they do not wish to accept this.
Where the tenancy has multiple tenants they
must all choose either a cash deposit or deposit guarantee and cannot have a
combination.
A cash deposit equivalent to the maximum
amount permitted under the Tenant Fee Act 2019 shall be required immediately
where a guarantee is cancelled during a tenancy.
Good Landlord & Rent Protection
Subscriptions
These services are subscriptions provided
on a minimum term of 12 months from the date of sign up or the start date of a
tenancy, whichever is later.
Following the initial period
the service will continue each month on a rolling basis until cancelled in writing
with 30 days’ notice and in accordance with the Termination clauses of this
agreement.
Subscriptions give Landlords
access to an online platform with tools and features for the purpose of
managing their own properties. These services do not constitute an agent
managed service.
The Intellectual Property
remains under the ownership of MakeUrMove and a paid subscription does not
permit the copying or sharing of any tool or feature in the platform.
Good
Landlord Subscribed services include;
- Advertising (a renewal or upgrade may be required subject to the package)
-
Reference Checks
-
Tenancy Documentation
-
Deposit Collection &
Lodging
- Rent Collection
-
Phone support and advice during
office hours
-
Online support and advice from
our Property Blog
Plus, Protect and Essential Subscribed services include
-
Good Landlord Service
-
Rent Protection Insurable
Interest & Legal Eviction Cover
- Maintenance Reporting Tool
- Essential Only - boiler and central heating emergency cover
The
above services are provided subject to these terms and include a fair usage
policy.
Tenancies should be granted for a minimum of 12 months to accommodate fair usage and should you agree to a shorter term you agree to either renew your minimum term or pay additional fees to cover the excessive use costs, where your Tenant is requesting early release or assignment then these fees can be charged to them.
You
have the choice of collecting rent yourself or instructing MakeUrMove to
collect rent on your behalf with any subscription.
Where
you choose to complete your own rent collection you agree to maintain accurate
records of rent schedules, payments and notification to tenants in writing of
any late or missed rental payments which may give rise to a claim under any
insurable interest that you or we hold for the tenancy.
Rent
collection services are provided per property only. Rent collection means the
collecting of rental payments from the tenant and the payment of these to you
within 3 working days of receipt.
You
shall provide accurate bank payment details for the receipt of rent. You may
request a change of payment details in writing to us with at least one week’s
notice.
We
agree to record rent receipts in a rent schedule and notify you of any arrears
on the first day of arrears. We will contact the tenant by SMS or email on a
schedule of days following first day of arrears; day 0, day 2, day 7 and 14
days. This is a minimum contact schedule and we reserve the right to make
additional contact attempts as required.
Where
there is no protection, we will seek your instructions. Any notices for
possession to be served under this must be completed by you directly. We agree
to provide you with rent schedules and evidence of communication for any
possession claims in the courts.
Where
you reside overseas you will provide us with your non-resident landlord (NRL)
scheme number and inform HMRC that we are instructed as your agents and request
that they confirm to us in writing to release funds without tax deductions.
Our
agent registration number for the non-resident landlord scheme is NA047752.
If we do not receive this approval from HMRC alongside your NRL
scheme number, we will calculate tax at the current rate and pay this quarterly
to HMRC providing you with a statement of deductions quarterly and annually.
Payment
Terms for Subscriptions
Payment
for all subscription services are to be made by direct debit and services will not commence until this is in place. Payments shall be collected within 5 working days of the invoice date each month.
Where
your direct debit remains unpaid after 7 days, we reserve the right to cancel
services and make an immediate demand for the payments due under the remaining
fixed term of the service.
Subscribed
services are subject to annual review of fees. Fee increases shall be notified
to you in writing and we shall provide at least 30 days’ notice.
We
operate a fair usage policy to limit disruption to services for other users and
ensure a fair use by all.
There
is a limit of up to two tenant reference checks with one guarantor
check per year, a fee equal to the cost of a full reference check shall be charged for
usage beyond this limit.
There
is a limit of one send per tenancy set up or renewal and charges apply for each
additional send at £35 for each document sent, users are responsible for
checking that these are correct before sending.
Complete
tenancy documentation is included if instructed from the outset of the tenancy.
Renewals are included with no additional charges to either party.
Advertising with third parties is included up to a maximum period of 60 days once in every 12-month period.
Advertising on our site is included up to a maximum period of 60 days.
Re-advertising is permitted in the final two months of a tenancy where a valid notice for possession or vacation has been served even if this is inside the 12-month period. Where your package requires an upgrade then this will be notified to you on request within the portal and will renew your contract initial term for a period of 12 months form the date that advertising begins again.
Maintenance Reporting Tools and ServicesWe shall provide your Tenant with access to a Maintenance Reporting Tool in operation online 24 hours a day. This tool shall allow tenants to report any issues and provide photos or videos to support them which shall be managed by MakeUrMove. You will still be responsible for handling the routine and emergency maintenance of the property and sourcing contractors as necessary.
You may set up an advance instruction limit with authority for Make Ur Move to manage maintenance on your behalf. This service is available during operational hours only and incurs additional fees.
Legal Eviction Cover is provided per tenant subject to satisfactory references and at our discretion on a minimum term of 12 months.
You must serve all statutory documents and complete all required checks at the start of a tenancy and retain a record of these to use in the event of a claim.
You may make a claim where a tenant remains in occupation of the property following the valid serving of a notice to seek legal possession by eviction through our provider where you have an interest in our policy.
You agree to provide a record of all documents served upon the tenant and copies where relevant for review by before a claim may be accepted.
Legal Eviction Cover does not guarantee eviction and acceptance of a claim for assistance is subject to checks.
Claims may be rejected where you have failed to serve required documents, a valid notice for possession or carry out necessary checks on the tenant and occupiers. If you are unable to provide evidence of these checks and service your claim will be rejected. Where a claim is rejected no refund of fees paid will be due.
Rent Protection can be added onto any Good
Landlord subscription for an additional fee of £30 per property per month or
purchased through the website directly as as part of one of the pre defined packages.
Acceptance onto the Rent Protection subscription is subject to satisfactory reference checks and contracts.
All tenancies must begin within 28 days of
the reference checks being completed to qualify for legal eviction or rent
protection. Tenancies that begin outside this time frame will not qualify for
legal eviction cover and may be subject to addition limitations on rent
protection cover.
Upon instruction we will purchase an
insurance policy through our provider and note you as having an interest in this
policy. You will receive a written Acknowledgement confirming that your interest has been noted on the policy.
You won't have any rights under the policy
but if a successful claim is made, any sums that are due will be paid to you by
MakeUrMove. The policy includes the following;
●
Cover for the total monthly
rent up to a maximum of £2500pcm, no matter how many tenants are on the tenancy
agreement
●
100% of the monthly rent paid
for up to a maximum of 15 months from the date of the first arrears up to the point that possession is regained (this cover does not pay out on contractual payments for notice periods)
●
Legal expenses up to £50,000 to
cover eviction costs if the tenant is in breach of their tenancy agreement
●
The above features are provided
subject to you adhering to your mandatory legal obligations under the Housing
Act. You must also adhere to the standard MakeUrMove terms and conditions of
business
If during a tenancy or an extension of a
tenancy where Rent Protection is included, and Rent Protection charges have
been paid by the landlord, then the following will happen:
●
As soon as we believe the
tenant to be materially in arrears of rent (usually 28 days) the legal action
for possession of the property may be started with a request to regain possession; You agree to this action, where you do not then your interest in the policy may cease immediately.
●
Legal expenses up to £50,000 to
cover eviction costs if the tenant is in breach of their tenancy agreement
● Up to 75% of the rent paid for up to
two months after vacant possession has been obtained, whilst new tenants are
found as long as the property is advertised with us at a reasonable market rate
We do not pay:
The first month's rental payment to
landlord's account on the first day of the tenancy due to initial
administration, but monies due (if any) will be forwarded to the landlord in a
timely manner following the completion of our initial administration.
Conditions:
The above sums will be paid provided that
the following conditions are met:
●
A deposit equal to a minimum
one months rent must be taken in cleared funds by us prior to commencement of
the tenancy. This must be held in an approved legal scheme
●
A sum equal to at least one
months rent, being the first months rent must be taken in cleared funds by us
prior to commencement of the tenancy
●
The Tenancy starts within 60
days after the date of approved references
●
The first month's rent and
deposit are held as cleared funds in MakeUrMove client bank account prior to
commencement of the tenancy
●
The tenancy must not start
before references or a credit report acceptable to us have been received and a
suitable tenancy agreement, inventory and notices (if applicable) have been
drawn up and executed with the tenant
●
The landlord, at his/her own
expense, must attend any court hearing if required to do so
●
If a Guarantor is required, the
landlord must ensure that the Guarantor has entered a written legally binding
guarantee with the Landlord in respect of the tenancy
●
MakeUrMove and the third-party
insurance provider shall have the right, at any time, under subrogation to
pursue the recovery of any rent protection paid out, including if required
court proceedings
●
In the event of proceedings to
bring the tenancy to an end due to non-payment of rent by the tenant before the
fixed term has expired and vacant possession has been achieved the landlord
must make the property available for re-letting for a period of not less than
six months through our website
●
If any of these terms,
conditions, restrictions and limitations have not been adhered to MakeUrMove
reserve the right not to make payment under the scheme or to recover any payments already made by collecting payments from rents received or using held payment methods on the account.
●
MakeUrMove and the third-party insurance provider shall
have absolute discretion as to whether to take any action to recover unpaid
rent from a Tenant. Any sums recovered will be returned to the Landlord less
any fees and costs incurred and any management fees and charges due
●
At no time will MakeUrMove be
responsible for repairs and maintenance to the property. This is the sole
responsibility of the Landlord
●
The Landlord must obtain all
necessary safety certificates in respect of the property and ensure that all
required documents have been provided to the Tenant at the start of the Tenancy
including but not limited to How To Rent guide, Deposit Protection Scheme
Prescribed Information, EPC, EICR and Gas Certificate. The Landlord will obtain
confirmation of serving these documents and retain copies.
●
If the Tenant reasonably
withholds rent due to repairs or Landlord's unfulfilled obligations then
MakeUrMove is not obliged to compensate the Landlord for this sum
This agreement shall
terminate where delivery of the service is complete.
Either
party may terminate the Agreement by notice in writing to the other if;
We
may terminate this Agreement if you fail to make payment on receipt of a valid
demand by the due date and it remains unpaid after a period of 28 days.
Should
either party wish to terminate for reasons other than the above then they may
do so by providing one months’ notice in writing to the other party.
On termination for
any reason you agree;
Where
rent collection services are included you agree to provide adequate notice to
the Tenant of payment detail changes and should we continue to receive rental
payments you agree to pay a fee of £20 for the transfer to you which will be
deducted from the rent receipts or charged via any existing account payment methods you have set up.
Consequences
of Termination for breaches
Where
you have breached service terms we have the right to withdraw your account
access and refuse future service/s to you or any associated property owners, directors
or partners related to the nature of your business as a landlord.
In
the case of a serious breach which also breaches your statutory obligations we
will report this to the relevant authorities including but not limited to;
Where a breach has caused any losses to another user, we have the
right to provide them with evidence and support any claim they may seek to
bring in recovery of those losses.
If you have a complaint about a service
that we have provided you should raise a complaint in writing to admin@makeurmove.co.uk in the first
instance.
We operate a complaints procedure as set
out below;
Complaints are handled by management and
may be referred to senior management on request.
Any dispute that arises between landlord
and tenant or guarantor should be resolved directly between the parties. We
hold no responsibility for any disagreements and disputes arising leading up to
the start of a tenancy, during the term or thereafter.
We may seek to
advise any party about their individual rights and may offer advice on certain
aspects of legal proceedings but at no point will we be liable for any damages
or expenses incurred by any party due to a dispute.
Any dispute arising under this agreement
will be referred to and decided by the mediator.
You should first exhaust the complaints
procedure within this policy.
The mediator will be appointed by
application to The Property Ombudsman. Any party wishing to refer to mediation
shall notify the other party in writing and make an application within 7 days.
During the period of mediation all parties
will continue with their obligations as set out by the agreement.
The decision of the
mediator shall be binding on the parties unless and until revised by agreement
of both parties or by legal proceedings.
You shall indemnify
us against all claims, costs and expenses which we may incur, and which arise
directly or indirectly from the any breach of any of your obligations under
these Terms and Conditions.
For the purposes of this Contract, Force
Majeure Event means an event beyond our reasonable control including but not
limited to strikes, lock-outs or other industrial disputes (whether involving
our workforce or any other party), failure of a utility service or transport
network, act of God, war, riot, civil commotion, malicious damage, compliance
with any law or governmental order, rule, regulation or direction, accident,
breakdown of plant or machinery, fire, flood, storm or default of suppliers or
subcontractors.
We shall not be liable to the you for any
delay or failure to perform our obligations under this agreement because of a
Force Majeure Event.
If the Force Majeure
Event prevents us from providing any of the Services for more than 4 weeks, we
shall, without limiting its other rights or remedies, have the right to terminate
this agreement immediately by giving written notice to the you.
We may at any time assign, transfer,
charge, subcontract or deal in any other manner with all or any of the rights
under this agreement and may subcontract or delegate in any manner any or all
our obligations under the agreement to any third party or agent.
You shall not,
without our prior written consent, assign, transfer, charge, subcontract or
deal in any other manner with all or any of your rights or obligations under
this agreement.
Nothing in these Terms and Conditions shall
limit or exclude our liability for:
●
death or personal injury caused
by its negligence, or the negligence of its employees, agent or sub-contractors;
●
fraud or fraudulent
misrepresentation; or
●
breach of the terms implied by
section 2 of the Supply of Goods and Services Act 1982 (title and quiet
possession).
We shall under no circumstances whatsoever
be liable to you, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, for any loss of profit, or any indirect or
consequential loss arising under or in connection with this agreement; AND
Our total liability to you in respect of
all other losses arising under or in connection with this agreement, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
shall in no circumstances exceed the value of the agreement being the Fee paid
from you to us under these terms (if any).
Except as set out in these Conditions, all
warranties, conditions and other terms implied by statute or common law are,
fully permitted by law, excluded from this agreement.
This clause shall
survive termination of the agreement.
Intellectual Property Rights (IP)
All Intellectual Property Rights in or
arising out of or in connection with the services shall be owned by us.
You acknowledge that, in respect of any third-party
Intellectual Property Rights, your use of any such Intellectual Property Rights
is conditional on us obtaining a written license from the relevant licensor
which grant such rights to you.
You do not have any right to copy or
reproduce any material for uses outside of this agreement without written
authorization from us.
All materials supplied
to you are our exclusive property.
All parties shall keep in strict confidence
all technical or commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been disclosed to them by
us. This includes other confidential information concerning our business or its
products and services which you may obtain.
You agree to restrict disclosure of such
confidential information to third parties unless as a need to know it for
discharging your obligations under this agreement. You agree to ensure that any
disclosure is subject to your obligations of confidentiality in relation to
this agreement.
This clause shall survive termination of
the agreement.