White Label Agreement v1 8 August 2019
This agreement is dated [DATE]
RoomAgree Ltd incorporated and registered in England and Wales with company number 11806605 whose registered office is at M M R & Co Chartered Certified Accountants, 57, Manchester, England, M4 4FS(RoomAgree Ltd)
(2)[FULL COMPANY NAME] incorporated and registered in England and Wales with company number [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS](Client)
(A)RoomAgree Ltd has developed certain software applications and a platform which it makes available to Clients via the internet, uploading them to the platform and making them and parts of the platform available to end users.
(B)The Client wishes to use RoomAgree Ltd’s services in its business operations.
(C)RoomAgree Ltd has agreed to provide and the Client has agreed to take and pay for RoomAgree Ltd’s services subject to the terms and conditions of this agreement.
|Clients obligations to RoomAgree Ltd.||RoomAgree Ltd’s obligations to the Client.|
|Client’s should not use the platform for anything other than Property Management. The Client should provide RoomAgree Ltd with all relevant information and communication in order for RoomAgree Ltd to provide the agreed services. Ensure that any of the Clients third-party, end, or authorised users also comply with the terms and agreements set out in this document. Provide RoomAgree Ltd with all your current supply chain and put them on the platform.||RoomAgree Ltd shall not poach the clients customers in accordance with Clause 7.6.RoomAgree Ltd will perform the agreed tasks with reasonable skill and care in accordance with this document. RoomAgree Ltd is not responsible for any loss of data which has not been backed up by the Client. RoomAgree Ltd will maintain all relevant and necessary licences, consents or permissions necessary to the performance of its obligations under this agreement.|
The following definitions and rules of interpretation apply in this agreement.
Acceptable Use Policy: the acceptable use policy set out [at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time OR in Schedule 1.
Application: any application developed by the Client using the Services, including both source code and object code, but excluding any Client Content.
Authorised Users: those employees, agents and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation, as further described in Clause 2.2(e).
Back-Up Policy: the back-up policy can be purchased in addition to this license agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 11.6 or Clause 11.7.
Control: [shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly OR the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be construed accordingly.]
Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Client Account: the Client’s account with RoomAgree Ltd in respect of the Services.
- all text, information, data, software, executable code, images, audio or video material, in whatever medium or form, inputted by the Client, Authorised Users or RoomAgree Ltd on the Client’s behalf for the purpose of using, developing or maintaining any Application or using the Services or facilitating the Client’s or any End-User’s use of the Services; and
- all End-User Content,
but excluding all authentication information provided in relation to the Client Account.
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.
Documentation: the document made available to the Client by RoomAgree Ltd online via [WEB ADDRESS] or such other web address notified by RoomAgree Ltd to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
EEA: all countries within the European Economic Area.
Effective Date: the date of this agreement.
End User: any person the Client permits access to use any Application.
End-User Account: the account held and maintained with the Client by any End-User as a prerequisite to accessing and using the relevant Application on the Platform.
- all text, information, data, images, audio or video material, in whatever medium or form, inputted by any End-User in relation to the use of any Application or the Services; and
- all information related to any End-User that is processed or stored by any Application,
but excluding all authentication information provided in relation to any End-User Account.
Fees: the fees determined from time to time in accordance with Clause 9 and the fee rates set out [at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time OR in Schedule 1.
Integrated Services Elements: such elements of the Services as are integrated into an Application, as set out in Schedule 5.
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.
Mandatory Policies: the [Client’s OR RoomAgree Ltd’s] business policies [and codes] [attached OR listed] in Schedule 6, as amended by notification to the [RoomAgree Ltd OR Client] from time to time.
Mark Guidelines: the mark guidelines set out [at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time OR in Schedule 4.
- 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.
Normal Business Hours: [8.00 am to 6.00 pm] local UK time, each Business Day.
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 anything similar, included or used in, or in the development of, the Services or the Software, or with which the Services or the Software is compiled or to which it is linked.
Platform: RoomAgree Ltd’s infrastructure and cloud computing platform and runtime environment, as described in the Documentation.
Privacy and Security Policy: the privacy and security policy set out [at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time OR in Schedule 6.
- any unauthorised third party access to the Services; or
- any use of the Service by the Client or any End-User that is in breach of the Acceptable Use Policy and has the potential to materially impact the Services or use of the Services by any other Client of RoomAgree Ltd or any of that Client’s end users.
Service Level Agreement: the service level agreement set out [at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time OR in Schedule 4.
Services: the services provided by RoomAgree Ltd to the Client under this agreement via [WEB ADDRESS] or any other website notified to the Client by RoomAgree Ltd from time to time, as more particularly described in the Documentation, including:
- the provision of the Platform, the Software and the Support;
- the hosting of any Applications on the Platform; and
- such other services as RoomAgree Ltd may decide, at its discretion, to integrate into the Platform from time to time.
Software: the online software applications and tools provided by RoomAgree Ltd from time to time as part of the Services, including any updates RoomAgree Ltd may make to such applications and tools from time to time.
Supply Chain: all contractors, suppliers, builders, etc. (Plumbers, Window fitters etc.)
Support: the support to be provided to the Client under Clause 4.3
Support Services Policy: RoomAgree Ltd’s policy for providing support in relation to the Services as made available at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time.
Term: the term of this agreement commencing on the Effective Date and terminating in accordance with Clause 14.1.
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.
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.
1.2Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person’s legal and personal representatives, successors or permitted assigns].
1.4A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9A reference to writing or written includes faxes but not email.
1.10References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
1.11If there is an inconsistency between any of the provisions of this agreement and the terms and conditions located at any URL, the provisions of this agreement shall prevail. If there is an inconsistency between any of the provisions in the main body of this agreement and the terms and conditions set out in any schedule to this agreement, the provisions in the main body of this agreement shall prevail.
1.12Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.LICENCE AND RESTRICTIONS
2.1Subject to the Client not being in breach of its payment obligations under Clause 9, the restrictions set out in this Clause and the other terms and conditions of this agreement, RoomAgree Ltd hereby grants to the Client a non-exclusive, non-transferable right during the Term:
(b)to use the Software for the purposes of simplifying property management.
In relation to the Authorised Users, the Client undertakes that:
(a)each Authorised User shall keep a secure password for his use of the Services and Documentation, that such password shall be changed no less frequently than [FREQUENCY (monthly)] and that each Authorised User shall keep his password confidential;
(b)it shall disable any Authorised User access to the Services and the Documentation promptly upon termination or suspension of such Authorised User’s employment or services contract with the Client;
(c)it shall maintain a up-to-date list of current Authorised Users and provide such list to RoomAgree Ltd within [five] Business Days of RoomAgree Ltd’s written request at any time or times;
(d)it shall permit RoomAgree Ltd or RoomAgree Ltd’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and RoomAgree Ltd’s data processing facilities to audit compliance with this agreement. Such audit may be conducted no more than once per quarter, at RoomAgree Ltd’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business;
(e)if any of the audits referred to in Clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to RoomAgree Ltd’s other rights, the Client shall promptly disable such passwords and RoomAgree Ltd shall not issue any new passwords to any such individual; and
(f)[if any of the audits referred to in Clause 2.2(d) reveal that the Client has underpaid any fees to RoomAgree Ltd, then without prejudice to RoomAgree Ltd’s other rights, the Client shall pay to RoomAgree Ltd an amount equal to such underpayment, as calculated in accordance with the fee rates set out [at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time OR in Schedule 1] within [ten] Business Days of the date of the relevant audit.]
2.3The Client shall comply with the Acceptable Use Policy in relation to all Applications and Client Content.
2.4If the Client becomes aware that any Application or Client Content or an End-User’s use of an Application or Client Content breaches the Acceptable Use Policy, the Client shall:
(a)immediately suspend the relevant Application;
(b)remove the relevant Client Content; and
(c)if relevant, suspend the relevant End-User Account and that End-User’s access to the relevant Application and Client Content.
If the Client is in breach of any of the policies laid out, RoomAgree Ltd may (but shall not be obliged to) remove the relevant Client Content and:
(a)disable the Client’s or the relevant End-User’s access to the relevant Application or any material that breaches the Acceptable Use Policy; and
(b)disable the Client Account [and the relevant End-User Account],
for so long as the relevant breach remains unremedied, without liability or prejudice to its other rights and without prior notice to the Client or the relevant End-User.
2.6Whenever RoomAgree Ltd reasonably suspects that there has been a breach of the Acceptable Use Policy, the Client shall permit RoomAgree Ltd to audit all Applications and Client Content to ensure compliance with the Acceptable Use Policy by the Client and the End Users. Such right to audit shall be exercised at RoomAgree Ltd’s expense, with reasonable prior notice and in such a manner as not to substantially interfere with the Client’s normal conduct of business. For clarity, the parties acknowledge that RoomAgree Ltd is not obliged to carry out any such audit.
2.7Notwithstanding any other provision in this agreement, if there is a Security Event, RoomAgree Ltd may, without liability or prejudice to its other rights and without prior notice to the Client or any End-User, remove the relevant Client Content and disable the Client Account, [any End-User Account] and the relevant Application until the relevant Security Event has been resolved. RoomAgree Ltd shall give the Client written notice as soon as is reasonably practicable of the nature of the relevant Security Event.
2.8The Client shall not:
(a)except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i)and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii)attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
(b)access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
(c)use the Services and/or Documentation to provide services to third parties or to provide any services in the Delete;
(d)subject to Clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, provided that the provision of Services to End Users is permitted to the extent necessary to enable them to use the relevant Application, or
(e)attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided in this agreement.
2.9The Client shall:
(a)use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify RoomAgree Ltd; and
(b)comply with any further obligations set out in the Documentation that govern use of the Services or development of Applications.
2.10The rights provided under this clause are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
3.1RoomAgree Ltd shall, during the Term:
(a)provide the Services and access to the Platform and make available the Documentation to the Client on and subject to the terms of this agreement; and
(b)enable End Users to connect via the internet to any Application that the Client has deployed on the Platform and to use in accordance with this agreement such of the Services as have been integrated into that Application.
3.2RoomAgree Ltd warrants that it will provide the Services in accordance with the Service Level Agreement.
3.3RoomAgree Ltd will, as part of the Services and at no additional cost to the Client, provide the Client with RoomAgree Ltd’s standard Client support services during Normal Business Hours in accordance with RoomAgree Ltd’s Support Services Policy in effect at the time that the Services are provided. RoomAgree Ltd may amend the Support Services Policy in its sole and absolute discretion from time to time. The Client may purchase enhanced support services separately at RoomAgree Ltd’s then current rates.
3.4Notwithstanding any other provision in this agreement, the Client acknowledges and agrees that it is responsible for technical support for their customers of all Applications.
3.5From time to time RoomAgree Ltd may:
(a)modify the Services by issuing updates; and
(b)make new features, functionality, applications or tools available in respect of the Services, whose use may be subject to the Client’s acceptance of further terms and conditions,
and shall give the Client prompt written notice of material modifications to the Services and any such new features, functionality, applications or tools.
4.CHANGES TO THIS AGREEMENT
4.1RoomAgree Ltd shall be entitled to change its fee rates (in relation to bespoke costings) by notifying the Client at least [ten] Business Days before the commencement of the additional works (bespoke) date during which such change is to take effect. During the period from the date of notification to the commencement of that date the Client may reject any such change by terminating the Client Account. [Such changes shall be posted at [WEB ADDRESS] or such other website address as may be notified to the Client from time to time. .
4.2RoomAgree Ltd may, subject to this clause, make changes to the provisions of this agreement from time to time. If RoomAgree Ltd materially changes such provisions, RoomAgree Ltd shall give the Client [five] Business Days’ notice before the changes take effect, during which time the Client may reject any such change by terminating the Client Account.
4.3The Client acknowledges and agrees that if it uses the Services after the date on which such provisions have changed, RoomAgree Ltd will treat the Client’s use as acceptance of the changed provisions.
5.Client, CONTENT MARKS AND DATA PROTECTION
5.1The Client (or its licensors) shall own all Intellectual Property Rights in and to all of the Client Content and any bespoke Application (other than any Integrated Services Elements) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Client Content and any Application.
5.2The Client shall engage all Authorised Users on terms that include an assignment of all Intellectual Property Rights in and to the relevant Application to the Client and shall ensure that such terms are adhered to.
5.3The Client hereby grants to RoomAgree Ltd a non-exclusive, non-transferable right during the Term to carry out any acts that would otherwise be restricted by any of the Client’s Intellectual Property Rights in the Client Content and all Applications for the sole purpose of enabling RoomAgree Ltd to provide the Services to the Client in accordance with this agreement.
5.4The Client acknowledges and agrees that:
(a)RoomAgree Ltd may include the Client’s name or the Client’s Marks in a list of RoomAgree Ltd’s Clients in any medium or in any link from the Platform to the Client’s website; and
(b)RoomAgree Ltd may refer to the Client, orally or in writing, as a Client of the Services for promotional, marketing and financial reporting purposes.
5.5The parties acknowledge and agree that:
(a)RoomAgree Ltd is not responsible or liable for the deletion of or failure to store any of the Applications, the Client Content, and other communications maintained or transmitted through use of the Services; and
(b)the Client is solely responsible for securing and backing up all Applications and Client Content.]
5.6Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.7The parties acknowledge that:
(a)if RoomAgree Ltd processes any personal data on the Client’s behalf when performing its obligations under this agreement, the Client is the controller and RoomAgree Ltd is the processor for the purposes of the Data Protection Legislation.
(b)[Schedule 4 sets out the scope, nature and purpose of processing by RoomAgree Ltd, the duration of the processing and the types of personal data and categories of data subject.]
(c)the personal data may be transferred or stored outside the EEA or the country where the Client, the Authorised Users or the End Users are located in order to carry out the Services and RoomAgree Ltd’s other obligations under this agreement.
5.8Without prejudice to the generality of Clause 5.6, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to RoomAgree Ltd for the duration and purposes of this agreement so that RoomAgree Ltd may lawfully use, process and transfer the personal data in accordance with this agreement on the Client’s behalf and, without limitation, the Client shall ensure that all End Users have been informed of, and have given and maintained their consent to permit access, monitoring, use and disclosure of all End-User Content by the Client or RoomAgree Ltd in accordance with this agreement.
5.9Without prejudice to the generality of Clause 5.6, RoomAgree Ltd shall, in relation to any personal data processed in connection with the performance by RoomAgree Ltd of its obligations under this agreement:
(a)process that personal data only on the documented written instructions of the Client unless RoomAgree Ltd is required by the laws of any member of the European Union or by the laws of the European Union applicable to RoomAgree Ltd and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where RoomAgree Ltd is relying on Applicable Laws as the basis for processing personal data, RoomAgree Ltd shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit RoomAgree Ltd from so notifying the Client;
(b)ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, 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, pseudonymisation 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).
(c)not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:
(i)the Client or RoomAgree Ltd has provided appropriate safeguards in relation to the transfer;
(ii)the data subject has enforceable rights and effective legal remedies;
(iii)RoomAgree Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(iv)RoomAgree Ltd complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the personal data;
(d)assist the Client, at the Client’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;
(e)notify the Client without undue delay on becoming aware of a personal data breach;
(f)at the written direction of the Client, delete or return personal data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the personal data; and
(g)maintain complete and accurate records and information to demonstrate its compliance with this clause and immediately inform the Client if, in the opinion of RoomAgree Ltd, an instruction infringes the Data Protection Legislation.
5.10The Client consents to RoomAgree Ltd appointing [THIRD-PARTY PROCESSOR] as a third-party processor of personal data under this agreement. RoomAgree Ltd confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party’s standard terms of business.
5.11Either party may, at any time on not less than 30 days’ notice, revise this clause by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
5.12The Client consents to and understands that if the Client’s customers are over using RoomAgree Ltd’s platform there will be a charge as laid out below:
(a)The Clients customers each have a fair use allocation of 100 log in sessions per month and storage capacity of 100mb. If the Clients customers exceed this limit the Clients will be charged a fee of £3 per user that has exceeded this quota per month, invoiced in arrears, to cover the hosting and storage costs.
(b) If the Client customers store 1gb to 10gb a fee of £60pcm will be applicable
(c) If the Client customers store 11gb to 100gb of storage of £180pcm will be applicable
(d) An unlimited fixed feed account will £480pcm for an unlimited
6.THIRD PARTY PROVIDERS
7.RoomAgree Ltd’S OBLIGATIONS
7.1RoomAgree Ltd undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2The undertaking at Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to RoomAgree Ltd’s instructions, or modification or alteration of the Services by any party other than RoomAgree Ltd or RoomAgree Ltd’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, RoomAgree Ltd will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in Clause 7.1. Notwithstanding the foregoing, RoomAgree Ltd:
(a)does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Client or any End-User through the Services will meet the Client’s or any End-User’s requirements; and
(b)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 Client acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3This agreement shall not prevent RoomAgree Ltd from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.4RoomAgree Ltd warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.
7.5Unless agreed in writing:
(a)RoomAgree Ltd shall not disclose its identity during the course of providing the Services to End Users; and
(b)RoomAgree Ltd’s Marks shall not appear on those parts of the Platform that are accessible to End Users.
7.6RoomAgree Ltd undertaker’s RoomAgree Ltd will not entice away or endeavor to entice away from the other party any of the Clients customers. Each party acknowledges that the prohibition and restriction contained in this clause are reasonable in the circumstances and necessary to protect the business of the other party.
- RoomAgree Ltd can not control if customers leave the Clients white label platform and join another white label platform.
The Client shall:
(a)provide RoomAgree Ltd with:
(i)all necessary co-operation in relation to this agreement; and
(ii)all necessary access to such information as may be required by RoomAgree Ltd,
in order to provide the Services, including Client Content, security access information and configuration services;5.
(iii)The Client agrees to put all the clients supply chain on the platform. If the client does not adhere to this RoomAgree Ltd retains the right to terminate the contract.
(iv)The Client agrees to give RoomAgree Ltd permission to put RoomAgree Ltd’s accredited partners on the platform. (e.g British Gas, Direct Line.)
(b)without affecting its other obligations under this agreement, 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 this agreement;
(c)carry out all other Client responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Client’s provision of such assistance as agreed by the parties, RoomAgree Ltd may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d)ensure that the Authorised Users and End Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for breach of this agreement caused or contributed to by any acts or omissions on the part of any Authorised User or End-User;
(e)obtain and shall maintain all necessary licences, consents, and permissions necessary for RoomAgree Ltd, its contractors and agents to perform their obligations under this agreement, including provision of the Services;
(f)ensure that its network and systems comply with the relevant specifications provided by RoomAgree Ltd from time to time;
(g)be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to RoomAgree Ltd’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s or any End-User’s network connections or telecommunications links or caused by the internet;
(h)as between the parties, be responsible for responding to all third party requests concerning the use of the Services by the Client or any End-User[; and OR .]
(i)not access the Services in a manner intended to avoid incurring fees or unreasonably to reserve names for Applications, by creating multiple Applications or deployments of the same Application or otherwise.
9.CHARGES AND PAYMENT
9.1The Services shall, subject to this agreement, be provided to the Client without charge, unless the Client requires any bespoke work, as to which they shall pay fees of £60 per hour.
9.2RoomAgree Ltd’s determination of such usage and the Fees shall, in the absence of manifest error, be final.
9.3RoomAgree Ltd shall issue a[n] [electronic] invoice at or after the end of each Month for the Fees payable in respect of that Month. Those Fees shall be due  Business Days after the date of the relevant invoice.
9.4The Client shall on the Effective Date provide to RoomAgree Ltd valid, up-to-date and complete credit card details acceptable to RoomAgree Ltd and any other relevant valid, up-to-date and complete contact and billing details and the Client hereby authorises RoomAgree Ltd to bill such credit card when the Fees fall due.
9.5If RoomAgree Ltd has not received payment within  Business Days after the due date, and without prejudice to any other rights and remedies of RoomAgree Ltd:
(a)RoomAgree Ltd may, without liability to the Client, disable the Client Account and password and the Client’s access[, and all End-User Accounts and passwords and End Users’ access,] to all or part of the Services and RoomAgree Ltd shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b)interest shall accrue on a daily basis on such due amounts at an annual rate equal to % over the then current base lending rate of [RoomAgree Ltd’s bankers in the UK] from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.7All Fees and amounts stated or referred to in this agreement:
(a)shall be payable in pounds sterling;
(b)are, subject to Clause 13.4(b), non-cancellable and, in the absence of manifest error, non-refundable;
(c)are exclusive of value added tax, which shall be added to RoomAgree Ltd’s invoice(s) at the appropriate rate.
9.8The Client waives, to the extent permitted by law, all claims relating to Fees unless claimed within  Business Days of the date of the relevant invoice any rights, but any rights the Client may have against its credit card issuer, if relevant, shall not be affected.
10.1The Client acknowledges and agrees that RoomAgree Ltd and/or its licensors own all Intellectual Property Rights in the Services (whether integrated into an Application or not), the Integrated Services Elements, the Documentation, the Software and RoomAgree Ltd’s Marks. Except as expressly stated in this agreement, this agreement does not grant the Client any rights to, or in any Intellectual Property Rights or any other rights or licences in respect of the Services, the Documentation or RoomAgree Ltd’s Marks.
10.2RoomAgree Ltd confirms that it has all the rights in relation to the Services, the Documentation and RoomAgree Ltd’s Marks that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
10.3If the Client wishes to display RoomAgree Ltd’s Marks in relation to its use of the Services, the Client shall:
(a)obtain a written licence from RoomAgree Ltd through the process specified in the Mark Guidelines; and
(b)comply with the Mark Guidelines.
10.4 All uses of a party’s Marks, including all goodwill arising, shall accrue solely to the benefit of the party owning the Intellectual Property Rights in those Marks.
11.CONFIDENTIALITY [AND COMPLIANCE WITH POLICIES]
11.1Each 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:
(a)is or becomes publicly known other than through any act or omission of the receiving party;
(b)was in the other party’s lawful possession before the disclosure;
(c)is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d)is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e)is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2Each 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.
11.3Each 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 (and also, in the case of the Client only, by the End Users) in breach of the terms of this agreement.
11.4RoomAgree Ltd shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party[, except any third party subcontracted by RoomAgree Ltd to perform services related to maintenance and back-up of Client Content and Applications].
11.5The Client shall not be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, but shall be so responsible if caused by any End-User.
11.6The parties acknowledge that:
(a)RoomAgree Ltd’s Confidential Information includes details of the Services, and the results of any performance tests of the Services; and
(b)the Client’s Confidential Information includes the Client Content and [details of] all Applications (other than any Integrated Services Elements).
11.7The above provisions of this Clause shall survive termination of this agreement, however arising.
11.8No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
11.9In performing its obligations under this agreement the [RoomAgree Ltd OR Client] shall comply with the Mandatory Policies.
12.1The Client shall defend, indemnify and hold harmless RoomAgree Ltd against claims, actions, proceedings, losses, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with:
(a)the Client Content or any Application;
(b)the Client’s Marks; or
(c)the Client’s or any End-User’s use of the Services and/or Documentation.
12.2RoomAgree Ltd shall defend the Client, its officers, directors and employees against any claim that the use of any of the Services or the Documentation or any of RoomAgree Ltd’s Marks infringes any [United Kingdom] patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Client for any amounts awarded against the Client in judgment or settlement of such claims, provided that this indemnity does not apply to the extent that any such claim is based on the use of any Open-Source Software.
(a)the indemnifying party being given prompt notice of any relevant claim;
(b)the indemnified party providing reasonable co-operation to the indemnifying party in the defence and settlement of such claim, at the indemnifying party expense; and
(c)the indemnifying party being given sole authority to defend or settle such claim.
12.4Except as specifically provided in this agreement, the enforcement and protection of a party’s Intellectual Property Rights shall be in the sole discretion and control of that party and any and all recoveries resulting from such enforcement or protection actions shall be retained by that party.
12.5In the defence or settlement of any claim, RoomAgree Ltd may procure the right for the Client to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on [two] Business Days’ notice to the Client without any additional liability or obligation to pay liquidated damages or other additional costs to the Client.
12.6In no event shall RoomAgree Ltd, its employees, agents and subcontractors be liable to the Client to the extent that the alleged infringement is based on:
(a)a modification of the Services or Documentation by anyone other than RoomAgree Ltd;
(b)the use of the Services or Documentation by the Client or any End-User in combination with any Client Content or any Application;
(c)the use of the Services or Documentation by the Client or any End-User in a manner contrary to the instructions given to the Client by RoomAgree Ltd; or
(d)the use of the Services or Documentation by the Client or any End-User after notice to the Client of the alleged or actual infringement from RoomAgree Ltd or any appropriate authority.
12.7The foregoing [and Clause 13.4(b)] state[s] the Client’s sole and exclusive rights and remedies, and RoomAgree Ltd’s (including RoomAgree Ltd’s employees’, agents’ and subcontractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13.LIMITATION OF LIABILITY
13.1This Clause 13 sets out the entire financial liability of RoomAgree Ltd (including any liability for the acts or omissions of its employees, agents and subcontractors) to the Client or any End-User:
(a)arising under or in connection with this agreement;
(b)in respect of any use made by the Client or any End-User of the Services and Documentation or any part of them; and
(c)in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
13.2Except as expressly and specifically provided in this agreement:
(a)the Client assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Client or any End-User, and for conclusions drawn from such use. RoomAgree Ltd shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to RoomAgree Ltd by the Client or any End-User in connection with the Services, or any actions taken by RoomAgree Ltd at the Client’s direction;
(b)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 this agreement;
(c)the Services and the Documentation are provided to the Client and the End Users on an “as is” basis[; and OR .]
Subject to Clause 13.2:
(a)RoomAgree Ltd shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b)RoomAgree Ltd’s total aggregate liability in contract [(including in respect of the indemnity at Clause 12.2)], tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to [£[AMOUNT] OR the total fees paid for the Services during the  months immediately preceding the date on which the claim arose].
14.TERM AND TERMINATION
14.1This agreement shall, unless otherwise terminated as provided in this Clause, commence on the Effective Date and shall continue in force, unless:
(a)the Client notifies RoomAgree Ltd in writing of termination, in which case this agreement shall terminate [NUMBER] Business Days after the Effective Date or, if later, the end of the next complete [Time frame (Month)];
(b)RoomAgree Ltd notifies the Client of termination on the ground that there has been no use by an End-User of any Application for more than a Calendar month, in which case this agreement shall terminate one calendar month after the date of that notice; or
(c)otherwise terminated in accordance with the provisions of this agreement.
14.2Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
(a)the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [NUMBER] days after being notified in writing to make such payment;
(b)the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of [NUMBER] days after being notified in writing to do so;
(c)the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
(d)the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
(e)the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f)a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(g)an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(h)the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(i)a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j)a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within  days;
(k)any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 14.2(d) to Clause 14.2(j) (inclusive);
(l)the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; [or]
(m)there is a change of control of the other party; or
(n)any warranty given by RoomAgree Ltd in this agreement is found to be untrue or misleading.
14.3On termination of this agreement for any reason:
(a)all licences granted under this agreement shall immediately terminate;
(b)each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(c)without limiting the effect of Clause 14.3(b), RoomAgree Ltd may require the Client immediately to return all copies of the Software, the Documentation, RoomAgree Ltd’s Confidential Information and any other materials or to erase the same from the Client’s computer and communications systems and devices used by the Client (but not those used by any End-User in relation to any Application), including such systems and data storage services provided by third parties (to the extent technically and legally practicable) in accordance with Clause 5.9(f). The Client may, at RoomAgree Ltd’s request, be required to confirm in writing that all such copies have been returned or so erased;
(d)RoomAgree Ltd may destroy or otherwise dispose of any of the Client Content and Applications in its possession unless RoomAgree Ltd receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Client of the then most recent back-up of the Client Content and Applications. RoomAgree Ltd shall use reasonable commercial endeavours to deliver the back-up to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by RoomAgree Ltd in returning or disposing of Client Content and Applications;
(e)any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced;
(f)any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination [or expiry] of this agreement, including Clause 1 (Interpretation), Clause 5.7(data protection), Clause 11 (Confidentiality), Clause 12(Indemnity) and Clause 14 (Term and termination), shall remain in full force and effect; and
(g)any outstanding balance becomes immediately due and payable.
RoomAgree Ltd shall have no liability to the Client under this agreement if it is prevented from or delayed in performing its obligations under this agreement, 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 RoomAgree Ltd 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 RoomAgree Ltds or subcontractors, provided that the Client is notified of such an event and its expected duration.
If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement 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.
19.RIGHTS AND REMEDIES
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
20.1If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
20.2If any provision or part-provision of this agreement is deemed deleted under Clause 20.1 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.
21.1This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
21.2Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
22.1The Client shall not, without the prior written consent of RoomAgree Ltd, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
22.2RoomAgree Ltd may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
23.NO PARTNERSHIP OR AGENCY
Nothing in this agreement is 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).
24.THIRD PARTY RIGHTS
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1Any notice required to be given to email accounts and an email response has been received.
This agreement and any dispute or claim arising out of or in connection with it or its 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 this agreement or its subject matter or formation (including non-contractual disputes or claims).
[ACCEPTABLE USE POLICY
1.Neither the Client nor any End-User shall access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a)is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b)facilitates illegal activity;
(c)depicts sexually explicit images;
(d)promotes unlawful violence;
(e)is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f)in a manner that is otherwise illegal or causes damage or injury to any person or property.
1.1All uses by the Client of RoomAgree Ltd’s Marks shall be in accordance with such quality control standards as RoomAgree Ltd may promulgate from time to time. The Client shall refrain from all uses of RoomAgree Ltd’s Marks to which RoomAgree Ltd objects.
1.2The Client shall not, without RoomAgree Ltd’s prior written consent in each instance, use any RoomAgree Ltd’s Mark in advertising, publicity, marketing or other promotional materials or activities.
1.3The Client shall submit to RoomAgree Ltd in advance for its approval:
(a)any marketing materials, and
(b)a mock-up of any web pages,
which refer to RoomAgree Ltd, any RoomAgree Ltd’s Mark, the Services or the Documentation.
1.4Any licence that may be granted by RoomAgree Ltd to the Client to use any of RoomAgree Ltd’s Marks shall be a non-exclusive, non-transferable, non-assignable, royalty-free licence to use such Marks solely for the purposes of exercising the Client’s rights and performing its obligations under this agreement.
1.5All promotional literature and other materials prepared by the Client in connection with its promotional obligations under this agreement shall bear appropriate copyright and trade mark notices as prescribed by RoomAgree Ltd.
1.6The Client shall not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt, any name, mark or logo that is confusingly similar to any RoomAgree Ltd’s Mark or will dilute the distinctive nature of RoomAgree Ltd’s Marks.
1.7At no time during the Term or thereafter shall the Client attack, challenge or file any application with respect to any RoomAgree Ltd’s Mark.
PROCESSING, PERSONAL DATA AND DATA SUBJECTS
1.PROCESSING BY RoomAgree Ltd
4.PURPOSE OF PROCESSING:
5.DURATION OF THE PROCESSING
6.TYPES OF PERSONAL DATA
7.CATEGORIES OF DATA SUBJECT
[SERVICE LEVEL AGREEMENT
1.RoomAgree Ltd shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a)planned maintenance carried out witch reasonable notice of date and time.
(b)unscheduled maintenance performed outside Normal Business Hours, provided that RoomAgree Ltd has used reasonable endeavours to give the Client at least [ Normal Business Hours’] notice in advance.
INTEGRATED SERVICES ELEMENTS
Google Cloud Platform – https://cloud.google.com
Operating Systems and Servers – Ubuntu
Web Servers – Apache
Website & App
MongoDB – https://www.mongodb.com
PHP Laravel Framework – https://laravel.com
React – https://reactjs.org
Redux – https://redux.js.org
CONTENT DELIVERY NETWORK
Cloudinary – https://cloudinary.com
Send Grid – https://sendgrid.com/
[MANDATORY POLICIES – Attached]
The Mandatory Policies are:
- [Privacy and security policy]
- [Modern Slavery and Human Trafficking Policy]
- [Ethics and Anti-Bribery Policy]
|Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF RoomAgree Ltd]||………………..Director|
|Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF Client]||………………..Director|
END OF DOCUMENT