1.1 These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by Landlords FSO Limited registered in England and Wales with company number 10600867 (“Supplier”) to You (“Customer”).
1.2 The Order and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Order, these Terms/the Order shall govern.
1.3 These Terms prevail over any of the Customer’s general terms and conditions regardless whether or when the Customer has submitted its request for proposal, order, or such terms. Provision of services to the Customer does not constitute acceptance of any of the Customer’s terms and conditions and does not service to modify or amend these terms.
(the use of the singular “Amendment” is deemed to be defined as the same) an upgrade (upwards only) to a larger band within the Service Options or increase in term of the Contract.
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
the charges payable by the Customer for the supply of the Services in accordance with clause 6.
has the meaning set out in clause 3.2.
these terms and conditions as amended from time to time in accordance with clause 14.5.
the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
the Contract will commence on the first day of the Trial Period and shall automatically continue for a 12 month period commencing on the day after the Trial Period has expired and will continue to automatically renew from each successive 12 month period (“Renewal Date”) thereafter unless terminated by virtue of clause 10.4 of this Agreement.
the person, company or firm who purchases Services from the Supplier.
"Customer Default ";
has the meaning set out in clause 5.2.
"Intellectual Property Rights";
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the Supplier's online order form on the Supplier’s Website or such other form as the Supplier may from time to time change or agree to accept as the same in the Supplier’s absolute discretion, completed by the Customer.
(the use of the singular “Service Option is deemed to be defined as the same) the Services on the Supplier’s Website which comprise of the following 4 bands:
1. Band A – this band includes 1-50 properties;
2. Band B – this band includes 51-100 properties;
3. Band C – this band includes 101-150 properties; and
4. Band D – this band includes 150 properties;
of which one of the 4 bands must be selected by the Customer on the Order.
the services provided by the Supplier to the Customer on the Supplier’s Website which include but are not limited to the uploading and storing of risk assessments, and fire safety assessments on the Supplier’s Website..
Landlords FSO Limited registered in England and Wales with company number 10600867.
means www.landlordsfso.co.uk (or such other website as may be operated by the Supplier from time to time.)
commencing on the Order a two month trial period where the Services will cost a fee of £1 per month, before the full Service Option fee is incurred.
(a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) Any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) A reference to writing or written includes email.
3.1 The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions. Before an Order can be submitted and offered by the Customer to the Supplier, the Customer must confirm acceptance of these Terms by clicking the relevant tick box on the Order that states “I Agree to the Terms & Conditions (Landlords FSO)”.
3.2 The Order shall only be deemed to be accepted when the Supplier’s Website or Paypal transmits an electronic order confirmation to the Customer at which point and on which date the Contract shall come into existence and the Contract Term will commence. ("Commencement Date").
3.3 The Customer must select one of the Service Options available to order from the Supplier on the Order. The Service Options are exclusive of VAT and may be subject to change after the first 12 months of the Contract in accordance with clause 6.3.
3.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.5 The Customer hereby consents to immediate performance of the Agreement and acknowledges that they will lose their right of withdrawal from the Agreement once the Services have commenced.
3.6 By Virtue of these Terms, the Customer agrees to have the direct debit system to start from the Commencement Date throughout the Contract Term through PayPal or such other payment method that the Supplier may from time to time change at its absolute discretion, and that it will remain in force in order to meet its obligations.
4.1 The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
4.2 The Supplier shall use reasonable endeavours to provide the Services within 7 Business Days of the Supplier’s Website or Paypal transmitting an electronic order confirmation.
4.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5.1 The Customer shall:
(a) ensure that the terms of the Order and any information it provides in it are complete and accurate;
(b) co-operate with the Supplier in all matters relating to the Services;
(c) provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
(d) obtain and maintain all necessary licences, permissions and consents which may be required in order to allow the Supplier to provide the Services before the date on which the Services are to start;
5.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
(a) the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
(b) the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 5.2; and
(c) the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
6.1 The Charges for the Services shall be as detailed on the Supplier’s Website and payment in advance must be made prior to the Services commencing. The Charges on the Supplier’s Website will detail the prices for the Service Options which may be varied at the Supplier’s absolute discretion.
6.2 The Supplier also reserves the right to charge for Amendments. The fee for the Amendments will be the cost of the upgraded Service Option or a fee that may be determined by the Supplier at its absolute discretion.
6.3 If the Customer requires any Amendments, the Supplier will issue the Customer with an invoice. The Supplier will not action the Amendments until payment of the invoice has been received, at this point the Contract will be deemed to include the Amendment(s).
6.4 The Supplier reserves the right to increase its standard fee rates. The Supplier will give the Customer reasonable written notice of any such increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 5 Business Days of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Contract by giving 5 Business Days written notice to the Customer.
6.5 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being ("VAT"). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
6.6 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
7.1 Should the Customer require an alternative Service Option to fulfil its requirements, the Customer may request an Amendment to this Agreement. This request must be given by issuing the Supplier with at least 30 days written notice of its proposed Amendment.
7.2 The Customer is not permitted to request an Amendment that will decrease the Service Option to a smaller band at any point during the Contract.
7.3 The Charges for the Amendments shall be detailed on the Supplier’s Website and the Customer must pay for any Amendments in advance prior to the supply of the amended Services by the Supplier.
8.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
8.2 The Customer agrees to indemnify the Supplier in full against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Supplier arising out of or in connection with the unauthorised use of any third party Intellectual Property Rights supplied by the Customer.
9.1 Nothing in the Contract shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
9.2 Subject to clause 9.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
9.3 Subject to clause 10.1, the Supplier's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the total Charges paid under the Contract.
9.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9.5 This clause 9 shall survive termination of the Contract.
10.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract by giving the Customer 5 Business Days' written notice.
10.2 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
10.3 Without limiting its other rights or remedies, the Supplier may suspend provision of the Services under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(d) or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
10.4 The Customer may terminate this Agreement by giving not less than 90 days’ notice in writing to the Supplier such notice must be given no later than 90 days before any Renewal Date and no earlier than 120 days before any Renewal Date.
On termination of the Contract for any reason:
(a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
(b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(c) clauses which expressly or by implication survive termination shall continue in full force and effect.
12.1 The Trial Period commences at the date the Order is automatically accepted and is redeemable once per Customer. At this point the Contract is formed, and the Contract Term commences.
12.2 Once the Trial Period has lapsed, if the Customer does not terminate the Contract, it is assumed that the Contract Term will continue and the full relevant Service Option price will be payable each month.
13.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.2 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b) The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
(a) Each party undertakes that it shall not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 13.3(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.
13.4 Entire agreement.
(a) This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it 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. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
13.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; or
(b) prevent or restrict the further exercise of that or any other right or remedy.
13.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.8(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.9 Third parties. No one other than a party to the Contract shall have any right to enforce any of its terms.
13.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
13.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.