The Supplier makes available its Platform to Tenants (free of charge) by searching the Platform for uploaded details of rooms available for let and making such details and parts of the Platform available to Users.
Agreed terms
The following definitions and rules of interpretation apply in these Conditions.
> Definitions:
> Contact Data includes billing address, delivery address, email address and telephone numbers.
> Acceptable Use Policy : the acceptable use policy set out at
> Conditions : these terms and conditions.
> Confidential Information : information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 9.5 or 9.6.
> Content :all text, information, data, images, audio or video material, in whatever medium or form, inputted by any Tenant in relation to the use of any Services.
> Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures :as defined in the Data Protection Legislation.
> Data Protection Legislation :the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
> EEA : all countries within the European Economic Area.
> Effective Date : the date of these Conditions.
> Homeowner(s) : a person who owns a house, or owns the house or apartment that they live in.
> Intellectual Property Rights : patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
> Landlord(s) : the owner of a property (such as land, house(s) or apartment(s) that is leased or rented to another.
> Lettings Agent(s) : a facilitator through which an agreement is made between a landlord and tenant for the rental of a residential property. Furthermore, a Letting Agent may charge a commission for its services.
>
> any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
> any identifying slogans and symbols;
> any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and
> the "look and feel",
> of a party to this agreement, whether or not registered.
> Messenger : allows either party to see which contact made on the Platform is online and enables each party to send quick messages back and forth with any one of such contacts online or have multiple simultaneous conversations with different contacts made via the Platform.
> Open-Source Software : any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Services or with which the Services is compiled or to which it is linked.
> Platform : the Supplier's infrastructure and cloud computing platform located at URL:
> Privacy Policy: the privacy policy set out at
> Security Event:
> any unauthorised third-party access to the Services or the Platform; or
> any use of the Service by the Tenant that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform, the Services or use of the Services by any other user of the Supplier or any of the Users; or
> any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through) the Tenant.
> Services : the access of the Platform and associated services provided by the Supplier to the User under these Conditions.
> Student Accommodation Provider(s) : accommodation owned, managed or leased provided by universities and private sector where rooms or apartments are let out for people to live or stay.
> Supplier : Ministry of Rooms Group Ltd, incorporated in England and Wales, (company number 12767432) and having its registered offices at 86-90 Paul Street, London, England, EC2A 4NE.
> Tenants : an individual who has displayed his or her profile on the Platform so that Users who have a room available can find and contact him or her.
> UK Data Protection Legislation : all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
> Users : Homeowner(s), Landlord(s), Lettings Agent(s) and Student Accommodation Provider(s).
> Virus : any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
> Video calling : a phone call using an internet connection, sometimes called VoIP, that utilises video to transmit a live picture of the person making the call.
> Vulnerability : a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
> The Supplier hereby grants to the Tenant a non-exclusive, non-transferable right until otherwise terminated to use the Platform solely to for the Purpose.
>Each Tenant undertakes that he or she shall keep a secure password for his or her use of the Services and that each Tenant shall keep his or her password confidential.
> The Tenant shall comply with the Acceptable Use Policy in relation to all Content.
> If the Tenant becomes aware that any Content or a User’s use of Content breaches the Acceptable Use Policy, the Tenant shall remove the relevant Content.
> If the Tenant is in breach of 2.3 or 2.4, the Supplier may (but shall not be obliged to) remove the relevant Content and disable the Tenant’s use or the access to the Platform or any material that breaches the Acceptable Use Policy.
> Whenever the Supplier reasonably suspects that there has been a breach of the Acceptable Use Policy, the Tenant shall permit the Supplier to audit all Content to ensure compliance with the Acceptable Use Policy by the Tenant.
> Notwithstanding any other provision in this agreement, if there is a Security Event, the Supplier may, without liability or prejudice to its other rights and without prior notice to the Tenant, remove the relevant Content until the relevant Security Event has been resolved. The Supplier shall give the Tenant written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
> Any Open-Source Software provided by the Supplier may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in 11.2(b). Such terms and conditions shall govern such use to the extent that they expressly supersede these Conditions.
> The Supplier shall provide the Services and access to the Platform to the Tenant on and subject to these Conditions.
> From time to time the Supplier may modify the Services by issuing updates; and make new features, functionality, applications or tools available in respect of the Services.
> The Supplier will review the quality of any advertisement before it is published to ensure any images and videos have no objectionable content.
>
> The Supplier may make changes to the provisions of these Conditions from time to time.
> The Tenant acknowledges and agrees that if it uses the Services after the date on which such provisions have changed, the Supplier will treat the Tenant’s use as acceptance of the changed provisions.
The Tenant acknowledges that the Supplier will process or store any personal data as defined within the Data Protection Legislation in accordance with its Privacy Policy.
>The Supplier :
> does not warrant that :
> the Tenant’s use of the Services will be uninterrupted or error-free;
> the Services and/or the information obtained by the Tenant through the Services will meet the Tenant’s requirements; or
> the Platform or the Services will be free from Vulnerabilities; and
> is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Tenant acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
> The Tenant shall :
> provide the Supplier with :
> all necessary co-operation in relation to these Conditions; and
> all necessary access to such information as may be required by the Supplier,
> in order to provide the Services;
> without affecting its other obligations under these Conditions, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under these Conditions;
> carry out all other User responsibilities set out in these Conditions in a timely and efficient manner.
> The Tenant acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services.
> The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with these Conditions.
> Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
> is or becomes publicly known other than through any act or omission of the receiving party;
> was in the other party's lawful possession before the disclosure;
> is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
> is independently developed by the receiving party, which independent development can be shown by written evidence; or
> is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
> Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this agreement.
> Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the terms of this agreement.
> The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
> The parties acknowledge that :
> the Supplier's Confidential Information includes details of the Services; and
> the Tenant’s Confidential Information includes the Content.
> The above provisions of this 9 shall survive termination of this agreement, however arising.
> In no event shall the Supplier, its employees, agents and subcontractors be liable to the Tenant to the extent that the alleged infringement is based on:
> a modification of the Services by anyone other than the Supplier;
> the use of the Services by the Tenant in combination with any Content;
> the use of the Services by the Tenant in a manner contrary to the instructions given to the Tenant by the Supplier; or
> the use of the Services by the Tenant after notice to the Tenant of the alleged or actual infringement from the Supplier or any appropriate authority.
> This 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Tenant:
> arising under or in connection with these Conditions;
> in respect of any use made by the Tenant of the Services; and
> in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.
> Except as expressly and specifically provided in these Conditions:
> the Tenant assumes sole responsibility for results obtained from the use of the Services by the User, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Tenant in connection with the Services, or any actions taken by the Supplier at the Tenant’s direction;
> all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
> the Services are provided to the Tenant on an "as is" basis.
> Nothing in this agreement excludes the liability of the Supplier :
> for death or personal injury caused by the Supplier's negligence; or
> for fraud or fraudulent misrepresentation.
> Subject to 11.3 the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of its obligations shall be limited to £50.
These parties shall comply with these Conditions from the Effective Date until either party serves the other with notice to terminate by giving no less than 30 days prior written notice.
The Supplier shall have no liability to the Tenant if it is prevented from or delayed in performing its obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications 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, provided that the Tenant is notified of such an event and its expected duration.
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Conditions are or become invalid, illegal or unenforceable, they shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.If any provision or part-provision of these Conditions is deemed deleted under 16.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
These Conditions, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
The Tenant shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.
Nothing in these Conditions are intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These Conditions do not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).
The Supplier makes available its Platform to Users (subject to the Charges) by uploading details of a room available to let to the Platform and making such details and parts of the Platform available to Tenants.
Agreed terms
> interpretation
The following definitions and rules of interpretation apply in these Conditions.
> Definitions:
> Acceptable Use Policy : the acceptable use policy set out at
> Conditions : these terms and conditions.
> Confidential Information : information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in 10.5 or 10.6.
> Content : all text, information, data, images, audio or video material, in whatever medium or form, inputted by any User in relation to the use of any Services.
> Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures : as defined in the Data Protection Legislation.
> Data Protection Legislation :the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); [and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
> EEA : all countries within the European Economic Area.
> Effective Date : the date of these Conditions.
> Homeowner(s) : a person who owns a house, or owns the house or apartment that they live in.
> Intellectual Property Rights : patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, and Intellectual Property Rights include, without limitation, any Marks.
> Landlord(s) : the owner of a property (such as land, house(s) or apartment(s) that is leased or rented to another.
> Lettings Agent(s) : a facilitator through which an agreement is made between a landlord and tenant for the rental of a residential property. Furthermore, a Letting Agent may charge a commission for its services.
>
> any trade marks, trade names, service marks, trade dress, logos, URLs and domain names;
> any identifying slogans and symbols;
> any abbreviation, contraction or simulation of any of the items in paragraph (a) or paragraph (b); and
> the "look and feel",
> of a party to this agreement, whether or not registered.
> Messenger : allows either party to see which contact made on the Platform is online and enables each party to send quick messages back and forth with any one of such contacts online or have multiple simultaneous conversations with different contacts made via the Platform.
> Open-Source Software : any software licensed under any form of open-source licence meeting the Open Source Initiative's Open Source Definition (set out at www.opensource.org) or any libraries or code licensed from time to time under the General Public Licence (as described by the Free Software Foundation and set out at www.gnu.org), or anything similar, included or used in, or in the development of, the Services or with which the Services is compiled or to which it is linked.
> Platform : the Supplier's infrastructure and cloud computing platform located at URL: https://roomforrent-co.webflow.io/
> Privacy Policy: the privacy policy set out at https://roomforrent-co.webflow.io/
> Security Event:
> any unauthorised third-party access to the Services or the Platform; or
> any use of the Service by the Tenant that is in breach of the Acceptable Use Policy and has the potential to materially impact the Platform, the Services or use of the Services by any other user of the Supplier or any of the Users; or
> any Vulnerability or Virus introduced into the Platform or the Services by (or facilitated through) the Tenant.
> Services : the access of the Platform and associated services provided by the Supplier to the User under these Conditions.
> Student Accommodation Provider(s) : accommodation owned, managed or leased provided by universities and private sector where rooms or apartments are let out for people to live or stay.
> Supplier : Ministry of Rooms Group Ltd, incorporated in England and Wales, (company number 12767432) and having its registered offices at 86-90 Paul Street, London, England, EC2A 4NE.
> Tenants : an individual who has displayed his or her profile on the Platform so that Users who have a room available can find and contact him or her.
> UK Data Protection Legislation : all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
> Users : Homeowner(s), Landlord(s), Lettings Agent(s) and Student Accommodation Provider(s).
> Users subscription : any of the options provided in Schedule 1 and selected by the User.
> Virus : any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
> Vulnerability : a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
> The Supplier hereby grants to the Tenant a non-exclusive, non-transferable right until otherwise terminated to use the Platform solely to for the Purpose.
>Each Tenant undertakes that he or she shall keep a secure password for his or her use of the Services and that each Tenant shall keep his or her password confidential.
> The Tenant shall comply with the Acceptable Use Policy in relation to all Content.
> If the Tenant becomes aware that any Content or a User’s use of Content breaches the Acceptable Use Policy, the Tenant shall remove the relevant Content.
> If the Tenant is in breach of 2.3 or 2.4, the Supplier may (but shall not be obliged to) remove the relevant Content and disable the Tenant’s use or the access to the Platform or any material that breaches the Acceptable Use Policy.
> Whenever the Supplier reasonably suspects that there has been a breach of the Acceptable Use Policy, the Tenant shall permit the Supplier to audit all Content to ensure compliance with the Acceptable Use Policy by the Tenant.
> Notwithstanding any other provision in this agreement, if there is a Security Event, the Supplier may, without liability or prejudice to its other rights and without prior notice to the Tenant, remove the relevant Content until the relevant Security Event has been resolved. The Supplier shall give the Tenant written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
> Any Open-Source Software provided by the Supplier may be used according to the terms and conditions of the specific licence under which the relevant Open-Source Software is distributed, but is provided "as is" and expressly subject to the disclaimer in 11.2(b). Such terms and conditions shall govern such use to the extent that they expressly supersede these Conditions.
> The Supplier shall provide the Services and access to the Platform to the Tenant on and subject to these Conditions.
> The Supplier will review the quality of any advertisement before it is published to ensure any images and videos have no objectionable content.
> The Supplier may:
> restrict advertisements at its sole discretion; and
> remove any advertisements (and refund the User if payment has been made) should the Supplier in its sole discretion, find the content, quality or quantity inappropriate.
> The Supplier may add and/or remove features on the website at any time without giving prior notice to anyone.
> From time to time the Supplier may modify the Services by issuing updates; and make new features, functionality, applications or tools available in respect of the Services.
> The Supplier may make changes to the provisions of these Conditions from time to time.
> The Tenant acknowledges and agrees that if it uses the Services after the date on which such provisions have changed, the Supplier will treat the Tenant’s use as acceptance of the changed provisions.
> The User shall pay the Relevant Charges to the Supplier for the User Subscriptions in accordance with this 5 and Schedule 1.
> The User shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details. The User hereby authorises the Supplier to bill such credit card on the Effective Date for the Relevant Charges payable.
> All amounts and fees stated or referred to in these Conditions shall be payable in pounds sterling.
> The Tenant acknowledges that the Supplier will process or store any personal data as defined within the Data Protection Legislation in accordance with its Privacy Policy.
> The User hereby grants to the Supplier a non-exclusive, non-transferable right during to carry out any acts that would otherwise be restricted by any of the User’s Intellectual Property Rights in the Content for the sole purpose of enabling the Supplier to provide the Services to the User in accordance with these Conditions.
> The User acknowledges and agrees that:
> the Supplier may include the User’s name or the User’s Marks in any medium or in any link from the Platform to the User’s website; and
> ⦁ the Supplier may refer to the User, orally or in writing, as a user of the Services for promotional and marketing purposes.
> 6.4 The parties acknowledge and agree that:
> the Supplier is not responsible or liable for the deletion of or failure to store any of the Content, and other communications maintained or transmitted through use of the Services; and
> the User is solely responsible for securing and backing up all Content.
> Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
> The User acknowledges that the Supplier will process or store any personal data as defined within the Data Protection Legislation in accordance with its Privacy Policy.
>The Supplier :
> does not warrant that :
> the Tenant’s use of the Services will be uninterrupted or error-free;
> the Services and/or the information obtained by the Tenant through the Services will meet the Tenant’s requirements; or
> the Platform or the Services will be free from Vulnerabilities; and
> is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Tenant acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
> The Tenant shall :
> provide the Supplier with :
> all necessary co-operation in relation to these Conditions; and
> all necessary access to such information as may be required by the Supplier,
> in order to provide the Services;
> without affecting its other obligations under these Conditions, comply with all applicable laws and regulations, including any of those relating to the export of data and software, with respect to its activities under these Conditions;
> carry out all other User responsibilities set out in these Conditions in a timely and efficient manner.
> The Tenant acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services.
> The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with these Conditions.
> Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
> is or becomes publicly known other than through any act or omission of the receiving party;
> was in the other party's lawful possession before the disclosure;
> is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
> is independently developed by the receiving party, which independent development can be shown by written evidence; or
> is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
> Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this agreement.
> Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of the terms of this agreement.
> The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
> The parties acknowledge that :
> the Supplier's Confidential Information includes details of the Services; and
> the Tenant’s Confidential Information includes the Content.
> The above provisions of this 9 shall survive termination of this agreement, however arising.
> In no event shall the Supplier, its employees, agents and subcontractors be liable to the Tenant to the extent that the alleged infringement is based on:
> a modification of the Services by anyone other than the Supplier;
> the use of the Services by the Tenant in combination with any Content;
> the use of the Services by the Tenant in a manner contrary to the instructions given to the Tenant by the Supplier; or
> the use of the Services by the Tenant after notice to the Tenant of the alleged or actual infringement from the Supplier or any appropriate authority.
> This 11 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Tenant:
> arising under or in connection with these Conditions;
> in respect of any use made by the Tenant of the Services; and
> in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Conditions.
> Except as expressly and specifically provided in these Conditions:
> the Tenant assumes sole responsibility for results obtained from the use of the Services by the User, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Tenant in connection with the Services, or any actions taken by the Supplier at the Tenant’s direction;
> all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Conditions; and
> the Services are provided to the Tenant on an "as is" basis.
> Nothing in this agreement excludes the liability of the Supplier :
> for death or personal injury caused by the Supplier's negligence; or
> for fraud or fraudulent misrepresentation.
> Subject to 11.3 the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of its obligations shall be limited to £50.
These parties shall comply with these Conditions from the Effective Date until either party serves the other with notice to terminate by giving no less than 30 days prior written notice.
The Supplier shall have no liability to the Tenant if it is prevented from or delayed in performing its obligations hereunder, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications 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, provided that the Tenant is notified of such an event and its expected duration.
No failure or delay by a party to exercise any right or remedy provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Except as expressly provided in these Conditions, the rights and remedies provided under these Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Conditions are or become invalid, illegal or unenforceable, they shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.If any provision or part-provision of these Conditions is deemed deleted under 16.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
These Conditions, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
The Tenant shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Conditions.
Nothing in these Conditions are intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
These Conditions do not confer any rights on any person or party pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under these Conditions shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post.
These Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).
