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Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online via PMS or CMS, and any materials available on the My House Online website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by My House Online from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Data Protection Legislation" means (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation (EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service, or by signing the Standard Agreement; "Standard Agreement" means the agreement that the customer signs to confirm that they are bound by these Terms and Conditions; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term is the first month); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorised to purchase licenses by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent orders submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "My House Online" means collectively My House Online Ltd. Having its principal place of business at My House Online Ltd, Heath Barn, Norwich Road, Fakenham, Norfolk, NR21 8LZ; "My House Online Technology" means all of My House Online’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by My House Online in providing the Service; "Service(s)" means sales and lettings and the specific edition of My House Online's online customer relationship management, billing, data analysis, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by My House Online, accessible via http://www.myhouseonline.co.uk or another designated web site or IP address, or ancillary online or offline products and services provided to you by My House Online to which you are being granted access under this Agreement, including the My House Online Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by My House Online at your request); User License is defined by the amount of Users allowed within a Software License; "Template" means that the template is the design in which My House Online' PMS's functionality and the customers content is displayed through. The customer does not own exclusivity of the template design unless the Exclusive Rights Option has been purchased; "Exclusive Rights Option" means if the customer purchases the template it will no longer be available for resell, this does not cancel out any previous sales of this template; "Software" means the online software application. It does not include the source code, nor can it be hosted anywhere other than My House Online servers which access is not granted to; "Software License" means that My House Online hereby grants the customer (the Licensee) a non-exclusive license (the "License") to use the online software supplied by My House Online; "Non Exclusive Rights Option" means the standard option that is inclusive with the purchase of the complete CMS Package.
My House Online hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by My House Online and its licensors.You may not access the Service if you are a direct competitor of My House Online, except with My House Online's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
(ii) modify or make derivative works based upon the Service or the Content;
(iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or
(iv) reverse engineer or access the Service in order to
(a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or graphics of the Service, or
(c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not:
(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortuous material, including material harmful to children or volatile of third party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
(iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
(v) attempt to gain unauthorised access to the Service or its related systems or networks.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
You shall:
My House Online does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not My House Online, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and My House Online shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), My House Online will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. My House Online reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and My House Online shall have no obligation to maintain or forward any Customer Data.Any Agreements, Contracts and Standard Letters provided by My House Online are free of charge and are provided as examples. The Agreements, Contracts and Standard Letters are the sole responsibility of the Customer, and are used at the Customer's risk. My House Online shall not be responsible or liable for mis-information, changes of law or legislation. It is advised that the Customer seeks legal advice from a Solicitor before using any templates and fully understands the contents before proceeding to use it.
My House Online alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the My House Online Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the My House Online Technology or the Intellectual Property Rights owned by My House Online. The My House Online name, the My House Online logo, and the product names associated with the Service are trademarks of My House Online or third parties, and no right or license is granted to use them.
My House Online alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the My House Online Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the My House Online Technology or the Intellectual Property Rights owned by My House Online. The My House Online name, the My House Online logo, and the product names associated with the Service are trademarks of My House Online or third parties, and no right or license is granted to use them.
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. My House Online and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. My House Online does not endorse any sites on the Internet that are linked through the Service. My House Online provides these links to you only as a matter of convenience, and in no event shall My House Online or its licensors be responsible for any content, products, or other materials on or available from such sites. My House Online provides the Service to you pursuant to the terms and conditions of this Agreement. You recognise, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments are to be made annually, monthly or per term consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are not cancellable and all amounts paid are non-refundable. My House Online reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.The price of the Products and/or Services is the price as quoted by My House Online in the schedule. Unless otherwise specified the price is estimated and subject to variation, the price quoted is only valid for one month from the date that the Service Agreement is sent to the Customer for signing. The full price (less any interim payments) will be invoiced on completion of the Project. If the Project will take more than one month to complete or is ongoing My House Online will be entitled to render monthly invoices. All invoices will be payable within 30 days of the date of the invoice. If any payment is not made by the customer on or before its due date My House Online will be entitled to send reminder letters charged at a non pre-specified price but based on a percentage of the total value of the job. In addition My House Online will be entitled to cease or suspend the project and the provision of any products or services under any other contract with the Customer. Any discounts, rebates or allowances which may have been agreed are conditional on payment being made in full when due.In the event of any change in the applicable law or regulation that materially changes the cost of the Project, My House Online Ltd. shall give the Customer written notice thereof and the Customer shall have 30 days to accept or to tender notice of termination. Any Products and/or Services provided after the 30 day period shall be at the increased rate. Prices for Products and/or Services are exclusive of VAT and, where applicable, any additional or substitute taxes, fees or charges whatsoever and whenever, all of which shall be paid by the Customer.
My House Online will use reasonable endeavours to ensure that the Project is completed within the time (if any) stated in the Scope and Project Planner, otherwise within a reasonable time, but any date given is estimated and may be subject to change due to unforeseeable circumstances. My House Online, will not be liable for delays caused by circumstances beyond its reasonable control including without limitation any form of industrial action, inclement weather or default, delay or late or miss-deliveries by suppliers. Without limiting the above, My House Online will not be liable for any delays caused by inaccuracy of information given by the customer, the failure of the customer to give necessary information or instructions or to make any preparations at the site reasonably required by My House Online.
My House Online charges and collects in advance for use of the Service. My House Online will automatically renew and debit your account or issue an invoice to you (a) every month for monthly management fees, (b) each year on the subsequent anniversary for annual fees, or (c) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current sum of monthly payments or annual payments, unless My House Online has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. You agree to provide My House Online with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorised billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, My House Online reserves the right to terminate your access to the Service in addition to any other legal remedies.Unless My House Online in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the U.K will be billed in GBP payment terms and pricing schemes all other entities will be billed in U.S. dollars, Euros or local currency. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to My House Online herein, My House Online reserves the right to suspend or terminate this Agreement and your access to the Service if your account falls into arrears. Accounts in arrears are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or My House Online initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that My House Online may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.My House Online reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that My House Online has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more in arrears.
Any breach of your payment obligations or unauthorised use of the My House Online Technology or Service will be deemed a material breach of this Agreement. My House Online, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, My House Online may terminate a free account at any time in its sole discretion. You agree and acknowledge that My House Online has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
Except with respect to payment obligations, neither party shall be liable for any failure of performance or equipment due to causes beyond such party's reasonable control, including but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots or wars; unavailability of rights of way or materials; or strikes, lockouts, work stoppages, or other labour difficulties, provided however, the party to which the force majeure event has happened may use commercially reasonable endeavours to eliminate such an event.
For the period of one year following the termination of this contract neither party shall knowingly solicit for employment, offer employment to or employ any of the other party's employees.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. My House Online represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online My House Online help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
The customer shall indemnify My House Online Ltd, fully against all liabilities, costs, claims and expenses which My House Online Ltd may incur as a result of work done in accordance with the customer's specifications involving infringement or any copyright, patent or other proprietary right.
MY HOUSE ONLINE AND ITS USERS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. MY HOUSE ONLINE AND ITS USERS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MY HOUSE ONLINE AND ITS USERS.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S USERS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MY HOUSE ONLINE WILL TAKE ALL REASONABLE SECURITY MEASURES BUT WILL NOT BE LIABLE IF A HACKER OR OTHER 3RD PARTY DAMAGES ANY PART OF THE CUSTOMERS PROJECT.
My House Online may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in My House Online's account information, or by written communication sent by first class mail or special delivery to your address on record in My House Online's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or special delivery) or 12 hours after sending (if sent by email). You may give notice to My House Online (such notice shall be deemed given when received by My House Online) at any time by letters delivered by nationally recognised overnight delivery service or first class postage special delivery mail to My House Online at the following address: My House Online Ltd, Heath Barn, Norwich Road, Fakenham, Norfolk, NR21 8LZ.
My House Online reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of My House Online but may be assigned without your consent by My House Online to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of My House Online directly or indirectly owning or controlling 50% or more of you shall entitle My House Online to terminate this Agreement for cause immediately upon written notice. The customer must only use the Services for its own purposes and must not sub-contract or allow any third parties to se any surplus capacity.
Invalidity, illegality or unenforceability of any part of these Terms and Conditions shall not affect the validity, legality or enforceability of the remainder. My House Online Ltd's rights and remedies under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by My House Online Ltd. nor by any failure or delay by My House Online Ltd. in asserting or exercising any such rights or remedies. The contract including these Terms and Conditions) shall be governed by and construed in accordance with English law. The headings in these Terms and Conditions are for convenience only and shall not affect their construction.
It is necessary to give My House Online one month of notice to terminate the contract. The contract termination will be one month from the date the notice has been given. Any money owed to My House Online at the point of termination needs to be paid in full. My House Online PMS account data and websites are deleted one month after (or thereabouts) the contract has terminated, unless otherwise agreed.
