Back Terms and Conditions
Microsoft Word - Ts and Cs FINAL (monthly).docx




We are Keystone Property Reports Limited (company number 08291172) of 4 King Square, Bridgwater, Somerset, TA6 3YF, trading as KPR (Supplier or We or Us)

These terms and conditions together with our GDPR Privacy Policy (which can be found at (together the Terms) are a legal agreement between Us and you (You or Customer) governing;

·         the use by You of our App (KPR Willis, KPR M, KPR1, KPR2, KPR (or any replacement for any one of them) any being referred to as the App) as a platform for our service;

·         the use by You of certain software applications which We have developed which is made available to You via our App on a subscription basis; and

·         the related electronic documents made available to the You by Us as part of our Software (Documentation)


We may change these Terms at any time by notifying you of a change. If you continue to use the Services after being notified of the change in the Terms, you are deemed to have accepted those changes and to be bound by them.


Where You are a limited company, partnership or other entity (Entity) the person downloading the App agrees and confirms that they are entitled and have the authority to enter into these Terms on behalf of the Entity and that the Entity will be bound by the Terms.


The ways in which you can use the App and the Documentation may also be controlled by the rules and policies of the store from which you download this App (Apple AppStore or Google Play).

1.             Interpretation

1.1          The definitions and rules of interpretation in this clause apply in this agreement.

Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(c).

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services, and the output Documentation provided by the Supplier.

Effective Date: the first day of the Initial Subscription Term

Initial Subscription Term: the initial term of this agreement being one calendar month.

Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.

Relevant Legislation: the legislation in the home jurisdiction of the Customer relating to Landlord and Tenant

Renewal Period: the period described in clause 13.1.

Services: the subscription services for rental property management provided by the Supplier to the Customer under this agreement via the App or the Website or any other website notified to the Customer by the Supplier from time to time.

Software: the online software applications provided by the Supplier as part of the Services.

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in at the outset of the relationship by the Supplier as a quotation

Subscription Term: has the meaning given in clause 13.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Services: the Supplier's support in relation to the Services as made available at via request at

User Subscriptions: the number of user subscriptions notified to the Supplier as required at time of quotation and subsequently purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

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.

Website: or

1.2          Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3          A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality)

1.4          A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5          Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6          Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7          A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.8          A 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.

1.9          A reference to writing or written excludes fax but not email.

1.10        References 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.

2.             User subscriptions

2.1          Subject to the Customer purchasing the User Subscriptions in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.

2.2          In relation to the Authorised Users, the Customer undertakes that:

(a)       the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b)       it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;

(c)        each Authorised User shall keep a secure password for their use of the Services and Documentation, that such password shall be changed no less frequently than monthly and that each Authorised User shall keep their password confidential;

(d)       it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 2 Business Days of the Supplier's written request at any time or times;

(e)       if the Customer at any point has more Authorised Users than indicated to the Supplier at the time of quotation for the Services, then without prejudice to the Supplier's other rights, the Supplier reserves the right to claim additional sums from the Customer for any period, including but not limited to a period which has already elapsed.

2.3          The Customer shall not 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)         is otherwise illegal or causes damage or injury to any person or property;

and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4          The Customer shall not:

(a)       except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(i)         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 de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(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; or

(c)        use the Services and/or Documentation to provide services to third parties; or

(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, or

(e)       attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or

(f)         introduce or permit the introduction of, any Virus into the Supplier's network and information systems.

2.5          The Customer shall 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 the Supplier.

2.6          The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

3.             Additional user subscriptions

3.1          Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number agreed at the outset of the relationship and the Supplier shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.

3.2          If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify the Supplier in writing. The Supplier shall evaluate such request for additional User Subscriptions and respond to the Customer with approval or rejection of the request.

3.3          If the Supplier approves the Customer's request to purchase additional User Subscriptions, the Customer shall, within 30 days of the date of the Supplier's invoice, pay to the Supplier the relevant fees for such additional User Subscriptions and, if such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by the Supplier for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4.             Services

4.1          The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.

4.2          The Supplier 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 during the maintenance window of 10.00 pm to 2.00 am UK time; and

(b)       unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

4.3          The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours.

5.             Data protection

5.1          The Supplier acts in accordance with its GDPR Privacy Policy, which is available on request in writing.

6.             Third party providers

The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.

7.             Supplier's obligations

7.1          The Supplier undertakes that the Services will be performed with reasonable skill and care.

7.2          The 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 the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. Neither will the undertaking apply where the non-conformance is caused by acts undertaken by third parties which are outside the control of the Supplier. If the Services do not conform with the foregoing undertaking, the Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.

7.3          The Supplier:

(a)        does not warrant that:

(i)         the Customer's use of the Services will be uninterrupted or error-free;

(ii)        the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(iii)       the Software or the Services will be free from Viruses; or

(iv)       the Customer complies with any Relevant Legislation by virtue of the use of the Services. It strictly remains the sole responsibility of the Customer to ensure compliance with any Relevant Legislation.

(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 Customer

acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.4          This agreement shall not prevent the Supplier 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.

7.5          The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

7.6          The Customer is entirely responsible for undertaking a back up of the Customer Data to suit its requirements. The Supplier shall not be responsible for any loss whatsoever in relation to the Customer not adequately backing up the Customer Data. The Supplier may, for a period of 60 days, archive the Customer Data, but no warranty is given that this is available to the Customer or will suit its needs.

8.             Customer's obligations

8.1          The Customer shall:

(a)        provide the Supplier with:

(i)         all necessary co-operation in relation to this agreement; and

(ii)        all necessary access to such information as may be required by the Supplier; in order to provide the Services;

(b)       without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

(c)        carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d)       ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement;

(e)       obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

(f)         ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and

(g)       be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier'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.

8.2          The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

9.             Charges and payment

9.1          The Customer shall pay the Subscription Fees to the Supplier for the User Subscriptions in accordance with this clause 9.

9.2          The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

(a)       its credit card details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card:

(i)         on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term;

(ii)        subject to clause 13.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period; and

(iii)       any additional fees which have become payable under these Terms.

(b)        its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:

(i)         on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

(ii)        subject to clause 13.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period,

and the Customer shall pay each invoice within 30 days after the date of such invoice.

9.3          If the Supplier has not received payment within 10 days after the due date, and without prejudice to any other rights and remedies of the Supplier:

(a)       the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the sums concerned remain unpaid; and

(b)       interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.4          All amounts and fees stated or referred to in this agreement:

(a)        shall be payable in pounds sterling;

(b)        are, subject to clause 12.3(b), non-cancellable and non-refundable;

(c)        are exclusive of value added tax, which shall be added to the Supplier's invoice(s) at the appropriate rate.

9.5          The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3, at the start of each Renewal Period upon 30 days' prior notice to the Customer.

10.          Proprietary rights

10.1        The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation, whether or not any part thereof was developed by the Supplier following a suggestion from a Customer. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2        The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

10.3        The Customer agrees not to alter or remove any logo or brand information contained in the App or any Documentation.

11.          Indemnity

11.1        The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the App and/or Services and/or Documentation, provided that:

(a)        the Customer is given prompt notice of any such claim; and

(b)       the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense.

12.          Limitation of liability

WARNING: you are strongly advised to read the LIMIT OF LIABILITY in this clause.

12.1        Except as expressly and specifically provided in this agreement:

(a)       the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;

(b)       the Customer assumes sole responsibility for the acceptable use of the App and the data contained within it, including the appropriate protection of personal data which may, intentionally or unintentionally, be uploaded to the App;

(c)        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;

(d)        the Services and the Documentation are provided to the Customer on an "as is" basis;

(e)       The Customer acknowledges that the App has not been developed to meet the individual needs of the Customer and it is entirely the responsibility of the Customer to ensure that it meets your requirements; and

(f)         any guidance wording supplied on the App is provided as a suggestion only and no guarantees or warranties are provided that this wording is suitable for You or in any way whatsoever meets your needs.

12.2        Nothing in this agreement excludes the liability of the Supplier:

(a)        for death or personal injury caused by the Supplier's negligence; or

(b)        for fraud or fraudulent misrepresentation.

12.3        Subject to clause 12.1 and clause 12.2:

(a)       the Supplier 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)       the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.

12.4        Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.

13.          Term and termination

13.1        This agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 month (each a Renewal Period), unless:

(a)       either party notifies the other party of termination, in writing prior to the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate one calendar month after the expiry of the applicable Initial Subscription Term or Renewal Period; or

(b)        otherwise terminated in accordance with the provisions of this agreement;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the

Subscription Term.

13.2        If you are unsatisfied with the App and/or the Services and/or the Documentation and you notify of this, in writing, within 7 days of the Effective Date we will provide a refund of the fees paid to date, less a £25 administration fee, and terminate your access to the Services and/or Documentation.

13.3        Without 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 14 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 and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(c)        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 (IA 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 IA 1986;

(d)       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;

(e)        the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(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 (being a company, partnership or limited liability partnership);

(h)       the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) 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 14 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 13.3(c) to clause 13.3(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)      the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.

13.4        On termination of this agreement for any reason:

(a)       all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;

(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)        the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession; and

(d)       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.

14.          API (Application Programming Interface)

14.1        The Supplier has access to an API provided by a third party, access to which may be provided to the Customer on written request to

14.2        No warranty or guarantee is provided that such API will be made available by the Supplier or that it will be suitable for the needs of the Customer.

14.3        The API service is provided by a third party and the Supplier accepts no liability for the same.

14.4        The Supplier accepts no liability whatsoever for Customer Data or other data when it is transferred to the API service provider, from the moment that it leaves the Supplier Server.

14.5        No sensitive or personal data is transmitted to the API service provider.

14.6        The Supplier provides no warranty that the API service will continue to be supplied and shall not be liable in any way whatsoever if the API service provider withdraws their service.

15.          Force majeure

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to actions taken by the Apple AppStore or GooglePlay which impact the App. The time for performance of such obligations shall be extended accordingly. If the period of delay or non- performance continues for 6 months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

16.          Conflict

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.

17.          Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

18.          Waiver

18.1        A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2        A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it 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.          Severance

20.1        If 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.

20.2        If 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.          Entire agreement

21.1        This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

21.2        Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

21.3        Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

21.4        Nothing in this clause shall limit or exclude any liability for fraud.

22.          Assignment

22.1        The Customer shall not, without the prior written consent of the Supplier, assign, novate, transfer, charge, sub- contract or deal in any other manner with all or any of its rights or obligations under this agreement.

22.2        The Supplier may at any time assign, transfer, charge, sub-contract 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, but not limited to, 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.          Notices

25.1        Any notice given to a party under or in connection with this agreement shall be in writing and shall be:

(a)       delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b)        sent by email to

(i)         in the case of the Customer, to the email address given when registering for the App; and

(ii)        in the case of the Supplier, to

25.2        Any notice shall be deemed to have been received:

(a)        if delivered by hand, at the time the notice is left at the proper address;

(b)       if sent by next working day delivery service, at 9.00 am on the second Business Day after posting; or if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

25.3        This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

26.          Governing law

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 interpreted in accordance with the law of England and Wales.

27.          Jurisdiction

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).