Terms of Service

SUPPLIER

These Terms of Use apply to you when you register as a Supplier on the Platform and when you respond to a Maintenance Request and provide services to a Customer.

Please read these Terms of Use, carefully before registering as a Supplier to use the Platform and Services operated by PropMaintain Limited of 50 Christchurch Road, Ringwood, BH24 1DW, United Kingdom a PropMaintain registered in England and Wales with registered company number, 16037156, VAT number, 500996000.

By registering on the Platform as a Supplier at https://propmaintain.co.uk/ and clicking the accept buttons relating to these Terms of Use (https://propmaintain.co.uk/terms-of-use) and Privacy Policy (https://propmaintain.co.uk/privacy-policy), (the “Agreement”) you the Supplier agree to be legally bound by these Terms of Use, the DPA and the Policy as they may be modified and posted on the Platform from time to time.

In the event of any inconsistency between the content of the Terms of Use, the DPA and the Privacy Policy, the Terms and Conditions shall prevail followed by the DPA, and then the Privacy Policy. If you do not wish to be bound by the terms of this Agreement, then you may not register as a Supplier or use the Platform or Services. PropMaintain reserves the right to refuse any registration to use the Platform or Services. 1. Definitions In this Agreement the following capitalized terms shall have the following meanings: “Agreement” means these Terms of Use, the DPA and the Privacy Policy and any other documents referred to in the Agreement; “Business Day” means Monday to Friday (excluding any national holiday in the UK) from 9 am to 5 pm in the UK; “Confidential Information” means any and all information in any form whatsoever relating to PropMaintain, a Customer or the Supplier, or the business, prospective business, finances, technical process, computer software (both source code and object code) and IPRs or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession as a result of this Agreement or access to or use of the Platform or Services, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information; “Consequential Loss” means pure economic loss, special loss, losses incurred by any third party, losses arising from business interruption, loss of business revenue, goodwill or anticipated savings, losses whether or not occurring in the normal course of business, costs of procuring substitute goods, products or services or wasted management or staff time; “Contract ” means the contract entered into between the Supplier and each Customer that governs the provision of maintenance services by the Supplier to the Customer resulting from each Transaction the Supplier wins; “Counterparty” or “Counterparties” means the Customer or Supplier, individually or when used in the plural both together; “Customers” means entities registered as customers on the Platform who publish Maintenance Requests on the Platform requesting the provision of maintenance services at properties that Customers manage; “DPA” means the DPA of PropMaintain published at https://propmaintain.co.uk/dpa as amended from time to time; “Effective Date” means the date the Supplier accepts these Terms of Use when registering on the Platform; “Feedback” means feedback, innovations or suggestions created by the Supplier regarding the attributes, performance or features of the Platform or Services; “Fees” means any fees payable to PropMaintain by the Supplier set out in the Price List; “Force Majeure” means anything outside the reasonable control of a party, including but not limited to acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage (including where the Platform ceases to be available via the Internet for whatever reason, server crashes) transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failure to approve) of any government or government agency; “Illegal Content” means any data or content which is defamatory, or constitutes a breach of the IPRs or legal rights of any third party; “IPR” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world; “Maintenance Request Data” means any Supplier Data or information that Counterparties make available within the Platform in relation to any Maintenance Request, including any files uploaded or information entered into the Platform; “Maintenance Request” means a Customer request for the provision of specific maintenance services on the Platform which the Supplier can respond to; “Platform” means the online hosted platform currently known as PropMaintain accessed by the Supplier and Customers which facilitates the Supplier responding to Maintenance Requests and for receiving payments from the Customer for the provision of maintenance services provided pursuant to Contracts entered into between the Supplier and Customers; “Price List” means the online price list of PropMaintain, published on the Platform, as amended from time to time, setting out the Fees charged to the Supplier for use of the Platform and Services; “Privacy Policy” means the Privacy Policy of PropMaintain published at (https://propmaintain.co.uk/privacy-policy) as amended from time to time; “PropMaintain” means PropMaintain Limited of 50 Christchurch Road, Ringwood, BH24 1DW, United Kingdom; “Renewal Term” means fixed period of 12 months; “Services” means the hosting, support and maintenance, implementation, set-up and onboarding services provided by PropMaintain to the Supplier; “Statistical Data” means aggregated, anonymised data derived from the Supplier’s use of the Platform which does not include any personal data or Supplier Confidential Information; “Supplier” means the entity that registers as a supplier on the Platform; “Supplier Data” means all data imported into the Platform by the Supplier for the purpose of registering as a Supplier on the Platform or and/or taking part in a Maintenance Requests or entering into Transactions; “Term” means the duration of this Agreement; “Terms of Use” means these Terms of Use, published at: https://propmaintain.co.uk/ as amended from time to time; “Transaction Audit Trail” means all information, including Maintenance Request Data and Platform interactions, that forms part of the documented history of a Maintenance Request and any resulting Transactions; “Transaction” means any bid made by the Supplier responding to a Maintenance Request to provide services to a Customer, which is accepted by a Customer via the Platform; “Updates” means any new or updated applications services or tools (including any computer software programmes) made available by PropMaintain as part of the Platform or Services; 2 Provision of the Platform and Services 2.1 PropMaintain agrees to provide access to the Platform and Services to the Supplier from the Effective Date for the Term. 2.2 The Platform shall be made available to the Supplier in accordance with and subject to the provisions of this Agreement. 2.3 Use and access to the Platform is restricted to the Supplier. No User logins or credentials may be shared. All licences are personal to the Supplier and cannot be transferred or used by anyone other than the Supplier. 2.4 The Platform and Services: 2.4.1 Enables the Counterparties to access the content of each other and correspond with each other; 2.4.2 Enables the Supplier to respond to and make bids in relation to Maintenance Requests published on the Platform; 2.4.3 Facilitates the Counterparties entering into Transactions with each other for the provision of maintenance services by the Supplier to Customers at properties managed by Customers; and 2.4.4 Facilitates the payment by PropMaintain of sums due under Contracts from Customers to the Supplier for services provided by the Supplier pursuant to Transactions. 3 Use of the Platform and Services 3.1 Use of the Platform and the content provided by all Counterparties on the Platform, is provided solely at the risk of the Counterparties. 3.2 All Transactions made or entered into via the Platform are between the Counterparties and shall be subject to the terms of the Contract. PropMaintain shall not be a party to the Contract nor to any Transaction, contract or payment between the Counterparties. 3.3 The Supplier acknowledges that all bids made via the Platform in response to a Maintenance Request form a binding legal offer by the Supplier to enter into a Transaction with the Customer at the price displayed, subject to the Counterparties agreeing the final terms of the Contract. 3.4 PropMaintain recommends that the Supplier checks the terms and conditions and privacy policy of other users of the Platform before using their content, providing information, or entering into a Transaction. 3.5 PropMaintain does not endorse or approve any content, products or services or those of any of the third-party websites made available via the Platform. 3.6 PropMaintain reserves the right to remove or suspend the accounts of Suppliers who breach the terms of this Agreement. 3.7 PropMaintain reserves the right to amend the Platform or Services if required by any applicable law or regulatory requirement. 3.8 PropMaintain is not responsible for ensuring that Counterparties comply with the terms of the Contract. 3.9 PropMaintain is not responsible for correcting any breach of the terms of the Contract by any Counterparty, and is not required to be involved in any dispute between the Counterparties. 3.10 PropMaintain provides the Platform and Services to enable Counterparties to enter into Transactions. PropMaintain will provide reasonable assistance to assist the Supplier where any dispute arises in connection with use of the Platform at its sole discretion, however PropMaintain shall not be responsible for monitoring or regulating any Counterparty’s compliance with their own contractual obligations to each other resulting from any Transaction. 4 Participation in Maintenance Requests 4.1 In order to be informed about Maintenance Requests or take part in a Maintenance Request, the Supplier must register on the Platform as a tradesman. In order to register as a tradesman the Supplier must agree to the terms of this Agreement. 4.2 Until the deadline for Maintenance Request is reached, Supplier may: 4.2.1 Place bids; and 4.2.2 change its submitted bids while the Maintenance Request is active. 4.3 The Supplier is prevented from viewing any other supplier’s bids or identities. 4.4 The Supplier acknowledges that a Maintenance Request, can be extended, stopped, cancelled or (changed before the deadline is reached. Customers may send messages to one or more suppliers during and after the participation period of the Maintenance Request. 4.5 Once the Maintenance Request deadline is exceeded, it is no longer possible for the Supplier to place bids in a Maintenance Request, or provide answers to the Maintenance Request. Customers then select which supplier they wish to enter into a Transaction with, or Customers may reject all bids. Where the Supplier bids on a Maintenance Request the Supplier will be informed of the result of the Maintenance Request, if its bid is accepted. 4.6 All answers and bids made by the Supplier to a Maintenance Request are legally binding and form part of the Transaction unless otherwise specifically stated in the terms of the Contract. A placed bid is binding for sixty (60) Business Days starting from the day after the Maintenance Request ends. 5 Licence to use the Platform and Services 5.1 Upon registration as a Supplier, and acceptance of the terms of this Agreement, the Supplier is granted a non-exclusive, non-transferable, worldwide, revocable licence to use the Platform and Services (including any associated IPR and Confidential Information of PropMaintain) for the Term for the Supplier’s internal business operations. Such licence permits the Supplier to use the Platform and Services via the Internet. Where open source software is used as part of the Platform or Services, such software use by the Supplier will be subject to the terms of the open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause 5.1. 5.2 Notwithstanding the Supplier’s statutory rights, no right to modify, adapt, or translate the Platform or Services or create derivative works from the Platform or Services is granted to the Supplier. 5.3 Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Supplier has any right to obtain source code for the software comprised within the Platform or Services. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Platform or Services is prohibited, as far as this is permitted by law. 5.4 Unless otherwise specified in this Agreement, the Platform and Services are provided and may only be used by the Supplier for the purposes set out in this Agreement. 5.5 The Supplier may not, except as expressly permitted in this Agreement: 5.5.1 Lease, loan, resell, assign, licence, distribute or otherwise permit access to the Platform and Services; or 5.5.2 Use the Platform or Services to provide ancillary services related to the Platform or Services; or 5.5.3 Permit access to or use of the Platform or Services by or on behalf of any third party. 5.6 The Supplier warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Platform and Services granted under this Agreement is limited as set out under this Agreement. 5.7 PropMaintain may restrict or suspend access to the Platform and Services, or portion thereof, at any time for any reason, in PropMaintain’s sole discretion and PropMaintain shall have no liability to the Counterparties whatsoever for any claims relating to any restriction or suspension. 6 Intellectual Property Rights 6.1 All IPRs and title to the Platform and Services (save to the extent these incorporate any Supplier Data, Maintenance Request Data, Supplier IPRs or third party owned item) shall remain with PropMaintain and/or its licensors and subcontractors. No interest or ownership in the Platform, Services, IPRs or otherwise is transferred to the Supplier under this Agreement. 6.2 The Supplier shall retain sole ownership of all rights, title and interest in and to Supplier Data and its pre-existing IPR and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Supplier Data. The Supplier grants PropMaintain a royalty free, non-exclusive, licence to use Supplier Data, Supplier IPRs, Maintenance Request Data and any third party owned item for the Term to the extent required for the provision of the Platform and Services to the Supplier. 6.3 The Supplier is not allowed to remove any proprietary marks or copyright notices from the Platform or Services. 6.4 The Supplier grants PropMaintain a non-exclusive, non-transferable, revocable licence to display the Supplier’s name, logo and trademarks, as designated and/or amended by the Supplier from time to time and as required in the creation of correspondence, documentation and provision of the Platform and Services. 6.5 The Supplier assigns all rights, title and interest in any Feedback to PropMaintain. If for any reason such assignment is ineffective, the Supplier shall grant PropMaintain a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction. 6.6 The Supplier grants PropMaintain the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting PropMaintain from using the Statistical Data for business and/or operating purposes, provided that PropMaintain does not share Statistical Data which reveals the identity of the Supplier or Supplier’s Confidential Information with any third party. 6.7 Any Maintenance Request Data that a Counterparty makes available within the Platform or Services shall remain the property of the party disclosing the Maintenance Request Data. The Supplier acknowledges and hereby agrees to PropMaintain: 6.7.1 Storing Maintenance Request Data (which may contain personal data and Confidential Information) in the Transaction Audit Trail within the Platform and Services; 6.7.2 Permitting the Counterparties to aggregate and use Maintenance Request Data in a non-anonymised way for: (a) the purposes of facilitating Maintenance Requests and Transactions; or (b) to comply with any applicable law or regulatory requirement; 6.7.3 Permitting Counterparties to aggregate Maintenance Request Data relating to Maintenance Requests and Transactions in which they have involvement for the purposes of their business development, provided that they do not share data which reveals the identity of any Customer, or any Customer Confidential Information with any third party. For the avoidance of doubt the Counterparties are not permitted to access or aggregate each other’s data (even in an anonymous form) which is not Maintenance Request Data. 6.8 The Supplier may take and maintain technical precautions to protect the Platform and Services from improper or unauthorised use, distribution or copying. 7 Fees, Invoicing and Payments 7.1 PropMaintain is entitled to refuse any registration by a Supplier. If a registration is accepted, PropMaintain shall confirm acceptance by sending a confirmation email to the Supplier. 7.2 The Supplier shall invoice each Customer the sums agreed in each Contract (“Invoiced Sum”) for the maintenance services the Supplier provided to each Customer pursuant to a Contract. All Invoiced Sums must be paid to PropMaintain by each Customer using Stripe, once Customers have signed off the delivered services with the Supplier. 7.3 PropManatain shall upon receipt of Invoiced Sums, pay all value added taxes payable by the Counterparties to their respective tax authorities in relation to the Invoiced Sum. The amount held by PropMaintain after such tax deductions is the (“Net Invoiced Sum”). 7.4 PropMaintain shall charge and invoice the Supplier Fees for all Contracts entered into between the Counterparties based upon all Invoiced Sums received from Customers. 7.5 Any additional Fees payable by the Supplier to PropMaintain under this Agreement for services provided by PropMaintain are set out in the Price List. 7.6 All Fees payable under this Agreement are calculated based upon the prices set out in the Price List, on the date each invoice is issued. 7.7 Invoices for Fees shall be issued by PropMaintain to the Supplier in the currency set out in the Price List. 7.8 PropMaintain shall only invoice the Supplier for Invoiced Sums it has received and no Fees are payable by Suppliers to PropMaintain for any Invoiced Sums not received from a Customer. 7.9 All Fees are payable by the Supplier immediately on issue by PropMaintain of each invoice for the Fees. The Supplier hereby authorises PropMaintain to automatically deduct Fees owed to PropMaintain by the Supplier from all Net Invoiced Sums payable to the Supplier. 7.10 All sums due under this Agreement are payable using Stripe (or any other payment provider notified to the Counterparties during the Term), immediately on the date of each invoice. 7.11 The Supplier shall be liable for all fees charged by Stripe to PropMaintain in relation to payments made between the Supplier and PropMaintain in relation to this Agreement. 7.12 Where payment of any Fees payable by the Supplier is not received by PropMaintain for any reason, PropMaintain may, without liability to the Supplier, disable the Supplier’s password, account and access to all or part of the Platform and Services and PropMaintain shall be under no obligation to provide any or all of the Platform or Services while any Fees remain unpaid. PropMaintain shall be entitled to charge interest on overdue Fees at the applicable statutory rate. 7.13 PropMaintain reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue Fees from the Supplier. 7.14 PropMaintain is entitled to: 7.14.1 Increase Fees; or 7.14.2 Add new Fees to the Price List for new “add on” services that it develops or offers to all suppliers after the Effective Date; upon giving the Supplier 30 days prior written notice of changes. Increases to all Fees shall apply on expiry of the 30 day notice period, unless the Supplier terminates the Agreement before this date. New Fees will only be charged from the date that the Supplier decides to add any new services to the services already provided by PropMaintain under this Agreement. 8 Warranties 8.1 Each party warrants and represents that: 8.1.1 it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; 8.1.2 the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; and 8.1.3 it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement. 8.2 PropMaintain warrants to the Supplier that: 8.2.1 it has the right to license the Platform and Services; 8.2.2 the Platform and Services shall be provided with reasonable skill and care; 8.2.3 in providing the Platform and Services PropMaintain will not infringe the IPRs of any third party. The foregoing warranties shall not: (a) cover deficiencies or damages relating to any third party components not furnished by PropMaintain; or (b) any third party provided connectivity necessary for the provision or use of the Platform or Services. 8.3 The Supplier warrants and represents that: 8.3.1 it rightfully owns, has and maintains the necessary user rights, licences, permits, copyrights and ancillary copyrights and consents required for it to fulfil its obligations under this Agreement; 8.3.2 it has all necessary licences in all relevant jurisdictions to conduct the business it performs via the Platform and Services, and that its use of the Platform and Services will abide by the requirements, standards and terms of such licences; 8.3.3 it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services and Platform granted under this Agreement is limited as set out under this Agreement. In particular the Supplier shall treat any identification, password or username or other security device for use of the Services and Platform with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to PropMaintain in writing. The Supplier shall be liable for any breach of this Agreement by its own users; and 8.3.4 it shall ensure that its network and systems comply with the relevant specification provided by PropMaintain from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Supplier’s systems to PropMaintain’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Supplier’s network connections or telecommunications links or caused by the Internet. 8.4 The Supplier acknowledges and agrees that the Supplier is solely responsible to Customers and for complying with the terms of each Contract it enters into with them. PropMaintain shall not be a party to such agreements. PropMaintain shall have no liability whatsoever to the Supplier or any Customer for the failure of the Supplier or a Customer to comply with their obligations under the terms of a Contract, nor for any error or omission made by the Supplier or a Customer in relation to such Contracts. 8.5 Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded by the parties to the fullest extent permitted by law. 9 Disclaimers 9.1 Subject to any warranties given by PropMaintain, the Platform and Services are provided, “as is” on an “as available” basis and no warranty is made: 9.1.1 regarding the results of using the Platform and Services; 9.1.2 that the functionality of the Platform and Services will meet the requirements of the Supplier; or 9.1.3 that the Platform and Services will operate uninterrupted or error free. 9.2 No warranty is made that any information provided on or via the Platform or Services or in a Maintenance Request is accurate or complete or current and PropMaintain has no commitment to update such information and expressly disclaims all liability for errors or omissions in such information. It is the Supplier’s responsibility to verify any information before relying on it. 9.3 All content or information provided on or via the Platform or Services or in any Maintenance Request is provided “as is”. PropMaintain: 9.3.1 provides no warranties in relation to such content or information; 9.3.2 shall have no liability whatsoever to the Supplier for its use or reliance upon such content or information. 9.4 PropMaintain solely provides the Customer with an opportunity to publish a Maintenance Request and the Supplier an opportunity to place bids or provide answers to the Maintenance Request for the purpose of the purchase or sale of services/products directly between the Counterparties. PropMaintain is not in any circumstances a customer (a supplier, dealer, agent or department) of any of the aforesaid. PropMaintain cannot bind or be bound by the actions of the Supplier or any Customers who organise or participate in a Maintenance Request. All agreements relating to a Maintenance Request are made directly and exclusively between the Counterparties in a Contract. PropMaintain has no responsibility for any third party data or contracts relating to any Maintenance Request which is a matter strictly between the Counterparties. Any Maintenance Request and any associated materials in respect of Maintenance Requests are provided on the instruction of the Customer and are not and do not include representations, actions or statements of PropMaintain and are not binding on PropMaintain. PropMaintain is not an agent of the Customer and acts exclusively as a facilitator of Maintenance Requests, for the Supplier to prepare financial proposals for its services. 9.5 PropMaintain has no liability whatsoever: 9.5.1 In connection with any relationship between the Counterparties formed as a result of a Maintenance Request, Transaction or Contract; 9.5.2 For any damages resulting from misprints in Maintenance Requests, third party information, erroneous information or errors in specifications, invitations etc., and problems with the functionality of the Platform or Services or which appear in the Maintenance Requests as a result of technical errors, computer viruses or availability issues; 9.5.3 To Customers, the Supplier, suppliers, customers, individuals. third parties or public authorities resulting from any use of Maintenance Requests including claims for damages as a result of concluded or not concluded Transactions and Contracts. 10 Liability 10.1 Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by their negligent act or omission or wilful misconduct. 10.2 Neither party shall be liable for any Consequential Loss arising out of or related to this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, even if the party was advised of the possibility of such damages. 10.3 Neither party shall be liable for any loss of profits (whether categorised as direct or indirect) arising out of or related to this Agreement, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, even if a party was advised of the possibility of such damages. 10.4 Subject to clauses 10.1 to 10.3 inclusive the total liability of PropMaintain to the Supplier in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under this Agreement or based upon any claim for indemnity or contribution shall be limited to the total Fees (excluding all taxes) paid by the Supplier to PropMaintain during the 12 month period prior to the date on which any such claim arose. If the duration of the Agreement has been less than 12 months, such shorter period shall apply. 10.5 The Supplier shall not raise any claim under this Agreement more than 1 year after: 10.5.1 The discovery of the circumstances giving rise to a claim; or 10.5.2 The effective date of termination or expiry of this Agreement. 10.6 The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents. 11 Indemnities and Insurance 11.1 The Supplier shall at its own expense defend, indemnify and hold PropMaintain and its employees, sub-contractors or agents harmless from and against any costs, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: 11.1.1 Any claim made against PropMaintain by the Customer or a Customer’s clients or a regulatory authority in any jurisdiction relating to or resulting from the Supplier’s provision of any services to the Customer pursuant to a Contract; or 11.1.2 Any claimed infringement or breach by the Supplier of any IPRs with respect to use of the Services, Platform or a Maintenance Request outside of the scope of this Agreement; or 11.1.3 Use by PropMaintain of any Supplier Data, in particular storage or publication on the Internet of any Illegal Content; or 11.1.4 The Supplier’s breaches of its obligations under data protection laws or regulations or the terms of the DPA. 11.2 PropMaintain shall at its own expense, defend or at its own option settle any claim brought against the Supplier by a third party on the basis of an infringement of any IPRs by the Platform or Services (excluding any claim deriving from any Supplier provided item) and pay any final judgment entered against the Supplier on such issue or any settlement thereof, provided that: 11.2.1 The Supplier notifies PropMaintain promptly of each such claim; 11.2.2 PropMaintain is given sole control of the defence and/or settlement; and 11.2.3 The Supplier fully co-operates and provides all reasonable assistance to PropMaintain in the defence or settlement. 11.3 If all or part of the Platform or Services becomes, or in the opinion of PropMaintain may become, the subject of a claim or suit of infringement, PropMaintain shall at its own expense and sole discretion: 11.3.1 Procure for the Supplier the right to continue to use the Platform or Services or the affected part thereof; 11.3.2 Replace the Platform or Services or affected part with another suitable non-infringing service or software; 11.3.3 Modify the Platform or Services or affected part to make the same non-infringing. 11.4 PropMaintain shall have no obligations under clauses 11.2 and 14.3 above to the extent that a claim is based on: 11.4.1 A modification of the Platform or Services by anyone other than PropMaintain; 11.4.2 The combination, operation or use of the Platform or Services with other services, content or software not provided by PropMaintain if such infringement would have been avoided in the absence of such combination, operation or use; or 11.4.3 The use of the Platform or Services by the Supplier in breach of the terms of this Agreement; or 11.4.4 The negligence or wilful misconduct of the Supplier. 11.5 Clauses 11.2 to 11.4 state the Supplier’s sole and exclusive rights and remedies and PropMaintain’s entire obligations and liability for any claims made under these clauses. 12 Insurance 12.1 For the Term of this Agreement and for a period of 12 months thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance and product liability insurance to cover the liabilities that may arise under or in connection with this Agreement with a per claim limit of at least £2,000,000 (two million GBP) and shall, at the request, of PropMaintain produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance. This clause shall survive termination of the Agreement. 13 Confidential Information 13.1 The recipient of any Confidential Information from a disclosing party may only use the disclosing party’s Confidential Information for the purposes of this Agreement and must keep confidential all Confidential Information except to the extent (if any) the recipient of the Confidential Information is required by law to disclose the Confidential Information. 13.2 The recipient of Confidential Information may disclose the Confidential Information party to its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by a confidentiality undertaking to keep the Confidential Information confidential. 13.3 Both parties agree to return all documents and other materials containing Confidential Information of the other party immediately upon termination of the Agreement. 13.4 The obligations of confidentiality under this Agreement do not extend to information that: 13.4.1 Was rightfully in the possession of the recipient before the negotiations leading to this Agreement; or 13.4.2 Is on the Effective Date, or later becomes public knowledge (other than as a result of the recipient’s breach of this Agreement); or 13.4.3 Is lawfully disclosed to the recipient by a third party without restriction on disclosure; or 13.4.4 Is independently developed by the recipient, which independent development can be shown by written evidence; or 13.4.5 Is required to be disclosed by the recipient by law or any court of competent jurisdiction or by any regulatory or administrative body. 13.5 The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this clause 13 and without limitation, all information falling within the definition of Confidential Information as set out in clause 1 of this Agreement and any information which is supplied by the disclosing party to the recipient pursuant to this Agreement or the negotiation thereof is: 13.5.1 Confidential Information the disclosure of which by the recipient would be an actionable breach of confidence; or 13.5.2 A trade secret of the disclosing party; and 13.5.3 Information, the disclosure of which would be likely to prejudice the commercial interests of the disclosing party or of any other person. 14 Data Protection 14.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements. 14.2 To the extent that personal data is processed by PropMaintain when the Supplier uses the Platform or Services, the parties acknowledge that PropMaintain is a data processor and the Supplier is a data controller of Supplier Data and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA. 14.3 When Maintenance Request Data is collected and processed, the parties acknowledge that they are each independent data controllers of all Maintenance Request Data and neither party is acting as a data processor of the other party in respect of Maintenance Request Data. 14.4 Where PropMaintain collects and processes Supplier Data that includes personal data of the Supplier, as a data controller, when providing the Platform and Services to the Supplier, such collection and processing shall be in accordance with the Privacy Policy. 14.5 If a third party alleges infringement of its data protection rights, PropMaintain shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing. 15 Security 15.1 The Supplier must ensure that each password is only used by the Supplier. The Supplier is responsible for any and all activities that occur under the Supplier’s account and via the Supplier’s passwords. The Supplier will immediately notify PropMaintain if the Supplier becomes aware of any unauthorised use of the Supplier’s account, the Supplier’s passwords or breach of security known to the Supplier. PropMaintain shall have no liability for any loss or damage arising from the Supplier’s failure to comply with these requirements. 15.2 PropMaintain may suspend access to the Services and Platform, or portion thereof, at any time, if in PropMaintain’s sole reasonable discretion, the integrity or security of the Services or Platform is in danger of being compromised by acts of the Supplier. 16 Term and Termination 16.1 This Agreement shall starts on the Effective Date and shall automatically renew from the Effective Date for successive Renewal Terms until either party terminates the Agreement in accordance with its rights set out below. 16.2 PropMaintain may immediately terminate this Agreement, access to the Platform or the provision of any Services with immediate effect upon giving written notice to the Supplier if: 16.2.1 The Supplier has used or permitted use of the Platform and Services in breach of the terms of this Agreement; or 16.2.2 PropMaintain is prohibited under applicable law, or otherwise from providing the Platform or Services. 16.3 The Supplier may terminate this Agreement with effect on the next anniversary of the Effective Date, by giving 30 days written notice prior to the start of any Renewal Term. Such notice shall be effective from the start date of the next applicable Renewal Term. 16.4 Either party may terminate this Agreement on written notice to the other party, if the other party: 16.4.1 Ceases or threatens to cease or carry on business; or 16.4.2 Is unable to pay its debts or enters into compulsory insolvency or voluntary liquidation; or 16.4.3 Convenes a meeting of its creditors or has a receiver, manager or similar official appointed in respect of its assets; or 16.4.4 Has an administrator, receiver, manager or similar official appointed; or 16.4.5 Is affected by a similar event under the law of any other jurisdiction; or 16.4.6 A Force Majeure event lasts for more than 28 days. 16.5 Either party may terminate this Agreement for material breach by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 10 days of receipt of the notice; or 16.6 Upon termination of this Agreement all licences granted under the Agreement shall terminate on the effective date of termination and: 16.6.1 PropMaintain shall cease providing access to the Platform and Services to the Supplier; 16.6.2 The Supplier shall promptly pay PropMaintain any unpaid Fees owed under the Agreement. No sums already paid shall be refunded; 16.6.3 At the option of the Supplier, following receipt of a request from the Supplier to delete (in accordance with the terms of the DPA) or return all Supplier Data stored in PropMaintain’s database the Supplier may export the data via the Platform provided that such request is made within 30 days of termination. If the Supplier requires any Supplier Data to be returned differently, PropMaintain reserves the right to charge for this additional service on a time and materials basis. 16.7 Termination of this Agreement for any reason shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect. 17 Assignment 17.1 No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however PropMaintain shall be entitled to assign the Agreement to: 17.1.1 Any company in its group of companies; or 17.1.2 Any entity that purchases the shares or assets of PropMaintain as the result of a merger, takeover or similar event. 18 Relationship between the Parties 18.1 PropMaintain and the Supplier are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship. 19 Links to Other Websites 19.1 The fact that the Platform provides links to other websites is not an endorsement, authorisation, sponsorship or affiliation by PropMaintain of such website, its owners or its providers. Such links are provided as a convenience to the Supplier. PropMaintain has not tested any information, software or products found on linked websites and excludes all liability for use of such websites. 20 Contacts 20.1 The Supplier shall provide a designated application support contact who will be responsible for and have sufficient information to respond to support questions. 20.2 The Supplier shall provide a designated billing contact with all relevant contact information to respond to billing and payment questions regarding the Platform and Services. 21 Miscellaneous 21.1 Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions. 21.2 If a party is wholly or partially unable to comply with its obligations under this Agreement due to Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement. 21.3 This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof. 21.4 Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by email to the email address of each party usually used to correspond for invoicing purposes. Notices shall be deemed to have been duly given: ( 21.4.1 On the day they are sent if they are emailed on a Business Day; or 21.4.2 If emailed on a non-Business Day, on the next Business Day. Notwithstanding the aforesaid, PropMaintain may change or modify the terms of this Agreement upon giving 30 days’ notice via email. All changes shall be deemed to have been accepted unless the Supplier terminates the Agreement prior to the expiry of the 30 day period. 21.5 Failure to exercise, or any delay in exercising, any right or remedy under this Agreement, or at law or equity, shall not be a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 21.6 Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party. Notwithstanding the aforesaid PropMaintain may use the Supplier’s name and trademarks (logo only) to list the Supplier as a client of PropMaintain on its website and in other marketing materials and information. 21.7 Nothing contained in this Agreement is intended to be enforceable pursuant to any third party’s statutory rights or any similar legislation in any applicable jurisdiction. 22 Governing Law and Jurisdiction This Agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.

CUSTOMER

These Terms and conditions apply to you when you register as a Customer on the Platform and when you publish Maintenance Requests and enter into a Contract for the supply of maintenance services with a Supplier. Please read these Terms and Conditions, carefully before registering as a Customer to use the Platform operated by PropMaintain Limited of 50 Christchurch Road, Ringwood, BH24 1DW, United Kingdom a PropMaintain registered in England and Wales with registered company number, 16037156, VAT number, 500996000. By registering on the Platform as a Customer at https://propmaintain.co.uk/ and clicking on the accept buttons relating to these Terms and Conditions, the https://propmaintain.co.uk/terms-and-conditions and the Privacy Policy https://propmaintain.co.uk/privacy-policy , (the “Agreement”), you the Customer agree to be legally bound by these Terms and Conditions, DPA and Privacy Policy as they may be modified and posted on the Platform from time to time. In the event of any inconsistency between the content of the Terms and Conditions, the DPA and the Privacy Policy, the Terms and Conditions shall prevail followed by the DPA, and then the Privacy Policy. If you do not wish to be bound by the terms of this Agreement, then you may not register as a Customer or use the Platform. PropMaintain reserves the right to refuse any registration to use the Platform. 1. Definitions In this Agreement, the following capitalized terms shall have the following meanings: “Agreement” means these Terms and Conditions, the DPA and the Privacy Policy together with the Order Form; “Business Day” means Monday to Friday (excluding any national holiday in the UK) from 9 am to 5 pm in the UK; “Confidential Information” means any and all information in whatsoever form relating to PropMaintain, a Supplier or the Customer, or the business, prospective business, finances, technical processes, computer software (both source code and object code), IPRs or finances of PropMaintain or the Customer (as the case may be), or compilations of two or more items of such information, whether or not each individual item is in itself confidential, which comes into a party’s possession by virtue of its entry into this Agreement or provision of the Platform, and which the party regards, or could reasonably be expected to regard, as confidential and any and all information which has been or may be derived or obtained from any such information; “Contract ” means the contract between the Customer and each Supplier that governs the provision of the maintenance services to the Customer by the Supplier resulting from each Transaction a Supplier wins; “Counterparty” or “Counterparties” means the Customer or Supplier, individually or when used in the plural both together; “Customer Data” means all data imported into the Platform by the Customer or its Users for the purpose of using the Platform or facilitating the Customer’s use of the Platform; “Customer” means the person or entity named as the customer in the Order Form; “DPA” means the data processing agreement of PropMaintain published at: https://propmaintain.co.uk/terms-and-conditions, as amended from time to time; “Effective Date” means the date the Customer accepts these Terms and Conditions when registering on the Platform; “Feedback” means feedback, innovations or suggestions provided by the Customer or Users regarding the attributes, performance, suggested improvements or features of the Platform; “Force Majeure” means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, pandemic, quarantine restriction, labour dispute, labour shortage, power shortage, including without limitation where the Platform ceases to be available via the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency; “IPR” means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world; “Maintenance Request Data” means any Customer Data or information that Counterparties make available within the Platform in relation to any Maintenance Request, including any files uploaded or information entered into the Platform; “Maintenance Request” means a Customer request for the provision of specific maintenance services on the Platform which the Supplier can respond to; “Order Form” means the online order confirmation sent by email to the Customer, after the Customer registers online to use the Platform; “Platform” means the online hosted platform currently known as PropMaintain, accessed by Customers, Suppliers and Users which facilitates the Customer publishing Maintenance Requests, and paying Suppliers for the provision of maintenance services provided pursuant to Contracts entered into between the Customer and Suppliers; “Privacy Policy” means the privacy policy of PropMaintain published at: insert URL, as amended from time to time; “PropMaintain” means PropMaintain Limited; “Renewal Term” means a fixed period of 12 months; “Statistical Data” means aggregated, anonymised data derived from the Customer or User’s use of the Platform which does not include any personal data or Customer Confidential Information; “Suppliers” means tradesmen registered as suppliers on the Platform who can respond to Maintenance Requests for the provision of maintenance services to the Customer at properties that the Customer manages; “Term” means the duration of this Agreement; “Terms and Conditions” means these terms and conditions, published at: insert URL, as amended from time to time; “Transaction Audit Trail” means all information, including Maintenance Request Data and Platform interactions, that forms part of the documented history of a Maintenance Request and any resulting Transactions; “Transaction” means any bid made by a Supplier responding to a Maintenance Request to provide services to the Customer, which is accepted by the Customer via the Platform; “Updates” means any new or updated applications services or tools (including any computer software programmes) made available by PropMaintain as part of the Platform; “Users” means employees, agents, consultants or independent contractors of the Customer who have been expressly authorised by the Customer to set up a Maintenance Request using the Platform to facilitate the purchase of services from Suppliers who respond to Maintenance Requests. 2. Provision of the Platform 2.1. PropMaintain agrees to provide access to the Platform to the Customer from the Effective Date for the Term. 2.2. The Platform shall be made available to the Customer in accordance with and subject to the provisions of this Agreement. 2.3. The Platform: (i) enables the Counterparties to access the content of each other and correspond with each other; (ii) enables the Supplier to respond to and make bids in relation to Maintenance Requests published on the Platform; (iii) facilitates the Counterparties entering into Transactions with each other for the provision of maintenance services by Suppliers to the Customer at properties managed by the Customer; and (iv) facilitates the payment by PropMaintain of sums due under Contracts from the Customer to Suppliers for services provided by Suppliers pursuant to Transactions. 3. Use of the Platform 3.1. Use of the Platform and the content provided by all Counterparties on the Platform, is provided solely at the risk of the Counterparties. 3.2. All Transactions made or entered into via the Platform are between the Counterparties and shall be subject to the terms of the Contract. PropMaintain shall not be a party to the Contract nor to any Transaction, contract or payment between the Counterparties. 3.3. The Customer acknowledges that all bids made via the Platform in response to a Maintenance Request form a binding legal offer by the Supplier to enter into a Transaction with the Customer at the price displayed, subject to the Counterparties agreeing the final terms of the Contract. 3.4. PropMaintain recommends that the Customer checks the terms and conditions and privacy policy of other users of the Platform before using their content, providing information, or entering into a Transaction. 3.5. PropMaintain does not endorse or approve any content, products or services or those of any of the third-party websites made available via the Platform. 3.6. PropMaintain reserves the right to remove or suspend the accounts of the Customer if they breach the terms of this Agreement. 3.7. PropMaintain reserves the right to amend the Platform if required by any applicable law or regulatory requirement. 3.8. PropMaintain is not responsible for ensuring that Counterparties comply with the terms of the Contract. 3.9. PropMaintain is not responsible for correcting any breach of the terms of the Contract by any Counterparty, and is not required to be involved in any dispute between the Counterparties. 3.10. The Customer acknowledges that Propmaintain provides the Platform and Services to enable Counterparties to enter into Transactions. Propmaintain will provide reasonable assistance to assist the Customer where any dispute arises in connection with use of the Platform at its sole discretion, however Propmaintain shall not be responsible for monitoring or regulating any Counterparty’s compliance with their own contractual obligations to each other resulting from any Transaction. 4. Maintenance Requests 4.1. In order to publish Maintenance Requests on the Platform, the Customer must register on the Platform as an agency. In order to register as an agency the Customer must agree to the terms of this Agreement. 4.2. Until the deadline for Maintenance Request is reached, Suppliers must be permitted to: (i) place bids; and (ii) change its submitted bids while the Maintenance Request is active. 4.3. Suppliers are prevented from viewing any other supplier’s bids or identities. 4.4. A Maintenance Request, can be extended, stopped, cancelled or (changed before the deadline is reached. The Customer may send messages to one or more Suppliers during and after the participation period of the Maintenance Request. 4.5. Once the Maintenance Request deadline is exceeded, it is no longer possible for Suppliers to place bids in a Maintenance Request, or provide answers to the Maintenance Request. The Customer then selects which Supplier it wishes to enter into a Transaction with, or the Customer rejects all bids. The Customer informs the successfully Supplier of the result of the Maintenance Request if it is accepted. 4.6. All answers and bids made by Suppliers to a Maintenance Request are legally binding and form part of the Transaction unless otherwise specifically stated in the terms of the Contract. A placed bid is binding for sixty (60) Business Days starting from the day after the Maintenance Request ends. 5. Licence to use the Platform 5.1. Upon registration as a Customer, and acceptance of the terms of this Agreement, the Customer is granted a royalty free, non-exclusive, non-transferable, worldwide, revocable licence to use the Platform (including any associated software, IPRs and Confidential Information of PropMaintain) during the Term for the Customer’s internal business operations. Such licence permits the Customer and its Users to use the Platform via the Internet (and using mobile apps). Where open source software is used as part of the Platform, such software use by the Customer will be subject to the terms of the open source licences. No additional implied rights are granted beyond those specifically mentioned in this clause 5.1. 5.2. Notwithstanding the Supplier’s statutory rights, no right to modify, adapt, or translate the Platform or create derivative works from the Platform is granted to the Customer. 5.3. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Platform. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Platform is prohibited, as far as this is permitted by law. 5.4. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Platform interoperable with other software (and upon written request by the Customer identifying relevant details of the platform(s) with which interoperability is sought and the nature of the information needed), PropMaintain will provide access to relevant source code or information. PropMaintain has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information. 5.5. Unless otherwise specified in this Agreement, the Platform is provided and may be used solely by the Customer and its Users as part of the Customer’s website/desktop architecture. Except as specifically stated in this Agreement, the Customer may not: (i) lease, loan, resell or otherwise distribute the Platform save as permitted in writing by PropMaintain; (ii) use the Platform to provide ancillary services related to the Platform; or (iii) permit access to or use of the Platform by or on behalf of any third party. 5.6. The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Platform granted under this Agreement is limited as set out under this Agreement. 5.7. PropMaintain may restrict or suspend access to the Platform, or portion thereof, at any time for any reason, in PropMaintain’s sole discretion and PropMaintain shall have no liability to the Counterparties whatsoever for any claims relating to any restriction or suspension. 6. Intellectual Property Rights 6.1. All IPRs and title to the Platform (save to the extent incorporating any Customer Data, Maintenance Request Data, Customer IPRs or Customer or third party owned item) shall remain with PropMaintain and/or its licensors and subcontractors. No interest or ownership in the Platform, the IPRs or otherwise is transferred to the Customer under this Agreement. 6.2. The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing IPRs and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of Customer Data. The Customer grants PropMaintain a royalty free, non-exclusive, licence to use Customer Data, Customer IPRs, Maintenance Request Data, Customer and any third party owned item for the Term, to the extent required for the provision of the Platform to the Customer. 6.3. The Customer is not allowed to remove any proprietary marks or copyright notices from the Platform. 6.4. The Customer grants PropMaintain a non-exclusive, non-transferable, revocable licence to use the Customer’s name, logo and trademarks, as designated and/or amended by the Customer from time to time required in the creation of correspondence, documentation and the provision of the Platform. 6.5. The Customer assigns all rights, title and interest in any Feedback to PropMaintain. If for any reason such assignment is ineffective, the Customer shall grant PropMaintain a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction. 6.6. The Customer grants PropMaintain the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting PropMaintain from using Statistical Data for business and/or operating purposes, provided that PropMaintain does not share Statistical Data which reveals the identity of the Customer or Customer’s Confidential Information with any third party. 6.7. Any Maintenance Request Data that a Counterparty makes available within the Platform or Services shall remain the property of the party disclosing the Maintenance Request Data. The Customer acknowledges and hereby agrees to PropMaintain: (i) storing Maintenance Request Data (which may contain personal data and Confidential Information) in the Transaction Audit Trail within the Platform and Services; and (ii) permitting the Counterparties to aggregate and use Maintenance Request Data in a non-anonymised way for: (a) the purposes of facilitating Maintenance Requests and Transactions; or (b) to comply with any applicable law or regulatory requirement; and (iii) permitting Counterparties to aggregate Maintenance Request Data relating to Maintenance Requests and Transactions in which they have involvement for the purposes of their business development, provided that they do not share data which reveals the identity of any Supplier, or any Supplier Confidential Information with any third party. For the avoidance of doubt the Counterparties are not permitted to access or aggregate each other’s data (even in an anonymous form) which is not Maintenance Request Data. 6.8. PropMaintain may take and maintain technical precautions to protect the Platform from improper or unauthorised use, distribution or copying. 7. Fees, Invoicing and Payments 7.1. PropMaintain is entitled to refuse any registration by a Customer. If a registration is accepted, PropMaintain shall confirm acceptance by sending a confirmation email to the Customer. 7.2. All sums invoiced to the Customer by a Supplier (“Invoiced Sum”) which are payable for the provision of services by a Supplier to the Customer are immediately payable to PropMaintain using Stripe, when the Customer signs off the delivered services with Suppliers, (“Customer Sign-Off”). 7.3. PropMaintain shall upon receipt of Invoiced Sums: (i) invoice the Supplier for all Fees payable to PropMaintain based upon the Invoiced Sum; and (ii) pay all value added taxes payable by the Counterparties to their respective tax authorities in relation to the Invoiced Sum. The net amount of the Invoiced Sum held by PropMaintain after such tax deductions is the (“Net Invoiced Sum”). 7.4. PropMaintain shall pay Suppliers the Net Invoiced Sums received from the Customer minus Fees payable by Suppliers to PropMaintain under the Supplier’s agreement with PropMaintain, by Stripe to Suppliers on the date of each invoice PropMaintain issues to Suppliers for its Fees. PropMaintain shall pay Net Invoiced Sums held by PropMaintain to Suppliers after deducting the amount of the Fees owed to PropMaintain as set out in each invoice issued by PropMaintain to Suppliers, on the date of each such invoice. 7.5. All sums due under this Agreement are payable using Stripe (or any other payment provider notified to the Counterparties during the Term), immediately on the date of Customer Sign-off. 7.6. The Customer shall be liable for all fees charged by Stripe to PropMaintain in relation to payments made between Customer and PropMaintain under this Agreement. 7.7. Where payment of any Invoiced Sum is not received from the Customer for any reason, PropMaintain may, without liability to the Customer, disable the Customer’s password, account and access to all or part of the Platform and PropMaintain shall be under no obligation to provide any or all of the Platform while any Invoiced Sum remains unpaid. PropMaintain shall be entitled to charge interest on overdue Invoice Sums at the applicable statutory rate. 7.8. PropMaintain reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments from the Customer. 8. Warranties 8.1. Each party warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; and (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement. 8.2. PropMaintain warrants to the Customer that: (i) it has the right to license the Platform; (ii) the Platform shall be provided with reasonable skill and care; (iii) in providing the Platform PropMaintain will not infringe the IPRs of any third party. The foregoing warranties shall not: (a) cover deficiencies or damages relating to any third party components not furnished by PropMaintain; or (b) any third party provided connectivity necessary for the provision or use of the Platform. 8.3. The Customer warrants and represents to PropMaintain that: (i) it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement; (ii) it has all necessary licences in all relevant jurisdictions to conduct the business it performs via the Platform, and that its use of the Platform will abide by the requirements, standards and terms of such licences; (iii) it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Platform granted under this Agreement is limited as set out under this Agreement. In particular the Customer and Users shall treat any identification, password or username or other security device for use of the Platform with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to PropMaintain in writing. The Customer shall be liable for any breach of the terms of this Agreement by its Users; and (iv) it shall ensure that its network and systems comply with the relevant specification provided by PropMaintain from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to PropMaintain’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet. 8.4. The Customer acknowledges and agrees that the Customer is solely responsible to Suppliers and for complying with the terms of each Contract it enters into with them. PropMaintain shall not be a party to such agreements. PropMaintain shall have no liability whatsoever to the Customer or any Supplier for the failure of the Customer or a Supplier to comply with their obligations under the terms of a Contract, nor for any error or omission made by the Customer or a Supplier in relation to such Contracts. 8.5. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose) are excluded by the parties to the fullest extent permitted by law. 9. Disclaimers 9.1. Subject to any warranties given by PropMaintain, the Platform is provided, “as is” on an “as available” basis and no warranty is made: (i) regarding the results of using the Platform; (ii) that the functionality of the Platform will meet the requirements of the Customer; or (iii) that the Platform will operate uninterrupted or error free. 9.2. No warranty is made that any information provided on or via the Platform or in a Maintenance Request is accurate or complete or current and PropMaintain has no commitment to update such information and expressly disclaims all liability for errors or omissions in such information. It is the Customer’s responsibility to verify any information before relying on it. 9.3. All content or information provided via the Platform, is provided “as is”. PropMaintain provides no warranties in relation to such content or information and shall have no liability whatsoever to the Customer for its use or reliance upon such content or information. 9.4. PropMaintain solely provides the Customer with an opportunity to publish a Maintenance Request and the Supplier an opportunity to place bids or provide answers to the Maintenance Request for the purpose of the purchase or sale of services/products directly between the Counterparties. PropMaintain is not in any circumstances a customer (a supplier, dealer, agent or department) of any of the aforesaid. PropMaintain cannot bind or be bound by the actions of the Customer or any Suppliers who organise or participate in a Maintenance Request. All agreements relating to a Maintenance Request are made directly and exclusively between the Counterparties in a Contract. PropMaintain has no responsibility for any third party data or contracts relating to any Maintenance Request which is a matter strictly between the Counterparties. Any Maintenance Request and any associated materials in respect of Maintenance Requests are provided on the instruction of the Customer and are not and do not include representations, actions or statements of PropMaintain and are not binding on PropMaintain. PropMaintain is not an agent of the Customer and acts exclusively as a facilitator of Maintenance Requests, for the Supplier to prepare financial proposals for its services. 9.5. PropMaintain has no liability whatsoever: (i) in connection with any relationship between the Counterparties formed as a result of a Maintenance Request, Transaction or Contract; (ii) for any damages resulting from misprints in Maintenance Requests, third party information, erroneous information or errors in specifications, invitations etc., and problems with the functionality of the Platform or Services or which appear in the Maintenance Requests as a result of technical errors, computer viruses or availability issues; (iii) to Customers, the Supplier, suppliers, customers, individuals. third parties or public authorities resulting from any use of Maintenance Requests including claims for damages as a result of concluded or not concluded Transactions and Contracts. 10. Liability 10.1. Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by any negligent act or omission, or wilful misconduct. 10.2. In no event shall either party be liable to the other whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. (“Consequential Loss”) shall for the purposes of this section mean: (i) pure economic loss; (ii) losses incurred by any client of the Customer or other third party; (iii) loss of profits (whether categorised as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; (vi) losses whether or not occurring in the normal course of business; or (vii) wasted management or staff time. 10.3. Subject to clauses 10.1 and 10.2, the total liability of PropMaintain to the Customer in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) per cent of the Invoiced Sums (excluding any VAT, duty, sales or similar taxes) paid or payable to PropMaintain by the Customer during the twelve (12) month period before the date on which any claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply. 10.4. The Customer shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Users who access the Platform as if such acts, omissions or negligence had been committed by the Customer itself. 10.5. The Supplier shall not raise any claim under this Agreement more than 1 year after: 10.5.1. The discovery of the circumstances giving rise to a claim; or 10.5.2. The effective date of termination or expiry of this Agreement. 10.6. The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and they have not relied on any representation made by the other, its employees or agents. 11. Indemnities and Insurance 11.1. The Customer shall at its own expense defend, indemnify and hold PropMaintain and its employees, sub-contractors and agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claim made against PropMaintain by the Supplier or a regulatory authority in any jurisdiction relating to or resulting from the Supplier’s provision of any services to the Customer pursuant to a Contract; or (ii) any claimed infringement or breach by the Customer of any IPRs with respect to the Customer’s use of the Platform outside the scope of this Agreement; or (iii) use by PropMaintain of any Customer Data or Customer or user provided item; or (iv) the Customer’s breaches of its obligations under data protection laws or regulations or the terms of the DPA; and (v) any breach of the terms of this Agreement by Users. 11.2. PropMaintain shall at its own expense, defend or at its own option settle any claim brought against the Customer by a third party on the basis of an infringement of any IPRs by the Platform (excluding any claim deriving from any Customer or User provided item) and pay any final judgment entered against the Customer on such issue or any settlement thereof, provided that: 11.2.1. The Customer notifies PropMaintain promptly of each such claim; 11.2.2. PropMaintain is given sole control of the defence and/or settlement; and 11.2.3. The Customer fully co-operates and provides all reasonable assistance to PropMaintain in the defence or settlement. 11.3. If all or part of the Platform becomes, or in the opinion of PropMaintain may become, the subject of a claim or suit of infringement, PropMaintain shall at its own expense and sole discretion: 11.3.1. Procure for the Customer the right to continue to use the Platform or the affected part thereof; 11.3.2. Replace the Platform or affected part with another suitable non-infringing service or software; 11.3.3. Modify the Platform or affected part to make the same non-infringing. 11.4. PropMaintain shall have no obligations under clauses 11.2 and 14.3 above to the extent that a claim is based on: 11.4.1. A modification of the Platform or Services by anyone other than PropMaintain; 11.4.2. The combination, operation or use of the Platform or Services with other services, content or software not provided by PropMaintain if such infringement would have been avoided in the absence of such combination, operation or use; or 11.4.3. The use of the Platform by the Customer in breach of the terms of this Agreement; or 11.4.4. The negligence or wilful misconduct of the Customer. 11.5. Clauses 11.2 to 11.4 state the Customer’s sole and exclusive rights and remedies and PropMaintain’s entire obligations and liability for any claims made under these clauses. 12. Insurance 12.1. For the Term of this Agreement and for a period of 12 months thereafter, the Customer shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with this Agreement and shall, at the request, of PropMaintain produce both the insurance certificate giving details of cover and the receipt for the current year’s premium in respect of each insurance. This clause shall survive termination of the Agreement. 13. Confidential Information 13.1. The recipient of any Confidential Information from a disclosing party may only use the disclosing party’s Confidential Information for the purposes of this Agreement and must keep confidential all Confidential Information except to the extent (if any) the recipient of the Confidential Information is required by law to disclose the Confidential Information. 13.2. The recipient of Confidential Information may disclose the Confidential Information party to its employees and agents who need to know the Confidential Information for the purposes of this Agreement, but only if the employee or agent is bound by a confidentiality undertaking to keep the Confidential Information confidential. 13.3. Both parties agree to return all documents and other materials containing Confidential Information of the other party immediately upon termination of the Agreement. 13.4. The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in the possession of the recipient before the negotiations leading to this Agreement took place; (ii) is on the Effective Date, or later becomes public knowledge (other than as a result of the recipient’s breach of this Agreement); or (iii) is lawfully disclosed to the recipient by a third party without restriction on disclosure; (iv) Is independently developed by the recipient, which independent development can be shown by written evidence; or (v) Is required to be disclosed by the recipient by law or any court of competent jurisdiction or by any regulatory or administrative body. 13.5. The parties acknowledge and agree that without prejudice to the general confidentiality provisions in this clause 13 and without limitation, all information falling within the definition of Confidential Information as set out in clause 1 of this Agreement and any information which is supplied by the disclosing party to the recipient pursuant to this Agreement or the negotiation thereof is: (i) Confidential Information the disclosure of which by the recipient would be an actionable breach of confidence; or (ii) a trade secret of the disclosing party; and (iii) information, the disclosure of which would be likely to prejudice the commercial interests of the disclosing party or of any other person. 14. Data Protection 14.1. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements. 14.2. To the extent that personal data is processed by PropMaintain when the Customer or it Users, use the Platform, the parties acknowledge that PropMaintain is a data processor and the Customer is a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA. 14.3. When Maintenance Request Data is collected and processed, the parties acknowledge that they are each independent data controllers of all Maintenance Request Data and neither party is acting as a data processor of the other party in respect of Maintenance Request Data. 14.4. Where PropMaintain collects and processes Customer Data that includes personal data of the Customer, as a data controller, when providing the Platform to the Customer, such collection and processing shall be in accordance with the Privacy Policy. 14.5. If a third party alleges infringement of its data protection rights, PropMaintain shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing. 15. Security 15.1. The Customer must ensure that each password is only used by the Customer or its Users. The Customer is responsible for any and all activities that occur under the Customer’s account and via the Customer’s passwords. The Customer will immediately notify PropMaintain if the Customer becomes aware of any unauthorised use of the Customer’s account, the Customer’s passwords or breach of security known to the Customer. PropMaintain shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements. 15.2. PropMaintain may suspend access to the Platform, or portion thereof, at any time, if in PropMaintain’s sole reasonable discretion, the integrity or security of the Platform is in danger of being compromised by acts of the Customer. 16. Term and Termination 16.1. This Agreement starts on the Effective Date and shall automatically renew from the Effective Date for successive Renewal Terms until either party terminates the Agreement in accordance with its rights set out below. 16.2. PropMaintain may immediately terminate this Agreement and the provision of the Platform at any time upon giving written notice to the Customer, if: (i) the Customer has used or permitted the use of the Platform in breach of the terms of this Agreement; or (ii) PropMaintain is prohibited under applicable law or otherwise from providing the Platform; or (iii) PropMaintain has suspended the Platform and decides to terminate the Agreement, for any reason. 16.3. The Customer may terminate this Agreement with effect on the next anniversary of the Effective Date, by giving 30 days written notice prior to the start of any Renewal Term. Such notice shall be effective from the start date of the next applicable Renewal Term. 16.4. Either party may terminate this Agreement on written notice to the other party if the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of s268 Insolvency Act 1986 or ceases or threatens to cease to carry on business or if any event occurs which is analogous to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within seven (7) days of receipt of a written notice specifying the breach and requiring it to be remedied; (iii) is prevented by Force Majeure from fulfilling its obligations for more than 28 days. 16.5. Either party may terminate this Agreement for material breach by giving the breaching party written notice. However, where the breach is capable of remedy, provided that the breach is specified and remedy of the breach is requested, the notice shall only be effective if the breaching party fails to remedy the breach within 10 days of receipt of the notice. 16.6. Upon termination of this Agreement all licences granted under the Agreement shall terminate on the effective date of termination and: (i) PropMaintain shall immediately cease providing access to the Platform to the Customer; (ii) the Customer shall promptly pay PropMaintain any unpaid sums owed under the Agreement. No Fees already paid shall be refunded; (iii) at the option of the Customer, following receipt of a request from the Customer delete (in accordance with the terms of the DPA) or return all Customer Data stored in PropMaintain’s database the Customer may export the data via the Platform provided that such request is made within 30 days of termination. If the Customer requires any Customer Data to be returned in a different format PropMaintain reserves the right to charge for this additional service on a time and materials basis. 16.7. Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising under this Agreement and in particular without limitation the right to recover damages against the other. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or sooner termination of this Agreement and shall remain in force and effect. 17. Third Parties Nothing contained in this Agreement is intended to be enforceable by a third party, who is not a party to this Agreement, under the any statutory right they may have in any applicable jurisdiction. 18. Assignment 18.1. No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld, however PropMaintain shall be entitled to assign the Agreement to: 18.1.1. Any company in its group of companies; or 18.1.2. Any entity that purchases the shares or assets of PropMaintain as the result of a merger, takeover or similar event. 19. Relationship between the Parties PropMaintain and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship. 20. Links to Other Websites The fact that the Platform provides links to other websites is not an endorsement, authorisation, sponsorship or affiliation by PropMaintain of such website, its owners or its providers. Such links are provided as a convenience to the Customer. PropMaintain has not tested any information, software or products found on linked websites and excludes all liability for use of such websites. 21. Contacts 21.1. The Supplier shall provide a designated application support contact who will be responsible for and have sufficient information to respond to support questions. 21.2. The Supplier shall provide a designated billing contact with all relevant contact information to respond to billing and payment questions regarding the Platform and Services. 22. Fee Disclosure PropMaintain receives Fees from Suppliers for Contracts entered into the Customer resulting from use of the Platform. 23. Miscellaneous 23.1. Should a provision of this Agreement be invalid or become invalid then the legal effect of the other provisions shall remain unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions. 23.2. If a party is wholly or partially unable to comply with its obligations under this Agreement due to Force Majeure, then that party’s obligation to perform in accordance with this Agreement will be suspended for the duration of the Force Majeure. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement. 23.3. This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof. 23.4. Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if sent by email to the email address of each party usually used to correspond for invoicing purposes. Notices shall be deemed to have been duly given: (a) on the day they are sent if they are emailed on a Business Day; or (b) if emailed on a non-Business Day, on the next Business Day. Notwithstanding the aforesaid, PropMaintain may change or modify the terms of this Agreement upon giving 30 days’ notice via email. All changes shall be deemed to have been accepted unless the Customer terminates the Agreement prior to the expiry of the 30 day period. 23.5. Failure to exercise, or any delay in exercising, any right or remedy under this Agreement, or at law or equity, shall not be a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. 23.6. Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without the prior written consent of the other party. Notwithstanding the aforesaid PropMaintain may use the Customer’s name and trademarks (logo only) to list the Customer as a client of PropMaintain on its website and in other marketing materials and information. 23.7. Nothing contained in this Agreement is intended to be enforceable pursuant to any third party’s statutory rights or any similar legislation in any applicable jurisdiction. 24. Governing Law and Jurisdiction This Agreement shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.