ALTO TERMS

THE CLIENT’S ATTENTION IS DRAWN PARTICULARLY TO CLAUSES 13, 15.2, 17, 20 AND TO SCHEDULE 3 PARAGRAPH 6, AND SCHEDULE 6 PARAGRAPH 2.

1. Introduction
1.1 Subject to Clause 1.5, this Contract takes effect on the Effective Date and comprises an Order and these Conditions.

1.2 Each Order incorporates these Conditions to create a separate binding agreement.

1.3 These Conditions apply notwithstanding any other terms or conditions contained or referred to in any document issued to the Provider at any time, including on any purchase order issued by the Client or any other Client documentation, no matter whether received by the Provider before, on or after the Effective Date, unless the Provider expressly accepts such other terms in writing, signed by the Provider’s authorised representative.

1.4 If there is any conflict or inconsistency between the different parts of the Contract, the following order of priority applies from highest to lowest:(a) the Data Processing Addendum to the extent it relates to the Processing of Personal Data (as defined therein); (b) the Clauses of the Conditions; (c) the Schedules to these Conditions (excluding the Data Processing Addendum); and (d) the Order. The Order may override and vary these Conditions only to the extent that “special conditions” are contained in the Order and it expressly states in the Order that the special conditions are intended to override and vary these Conditions.

1.5 The Provider may amend these Conditions from time to time, in its absolute discretion, by publishing an amended version of them on the Provider Website(s), and such amendments shall take effect on publication on the Provider Website(s). Except as expressly provided otherwise in these Conditions, no other variation of the Contract shall be effective unless it is in writing and signed on behalf of the Provider and the Client.

1.6 To the extent either party processes Client Personal Data ( as defined in the Data Processing Addendum) the parties agree that the Data Processing Addendum shall apply to such processing and the parties shall comply with their respective obligations in the Data Processing Addendum.

1.7 To the extent that the Provider makes new functionality and/or Services available (Additional Services), Client acknowledges and agrees that it may be subject to additional terms and conditions (including, without limitation, additional data processing and/or sharing terms) (Product Specific Terms) should Client desire to enjoy the use of such Additional Services. Such Product Specific Terms will form part of our Contract. To the extent there is any conflict between this Contract and any Product Specific Terms, the Product Specific Terms shall take precedence as they apply to those Additional Services.

2. Term
This Contract takes effect on the Effective Date and shall continue until terminated by either party in accordance with these Conditions or law.

3. Professional Services and Training
3.1 If the Services include Professional Services and/or Training, the Provider may begin to perform such Professional Services and/or Training at any time on or after the date for performance specified in the Order, or if no date is specified in the Order, on or after the Effective Date.

3.2 All dates specified in the Order or otherwise agreed between parties for the Provider’s performance of Professional Services and Training are non-binding estimates only.

3.3 In respect of any data migration services that are part of Professional Services, the Provider does not guarantee that all data will be successfully migrated. The Client acknowledges that the Provider shall not be liable if the Provider is unable to migrate all data requested by the Client.

4. Subscription start date and renewals
4.1 A paid subscription for Subscription Services shall start on the Subscription Start Date and, unless either party terminates the Contract earlier in accordance with these Conditions or law:
(a) continues for 24 months from the Subscription Start Date (the “Initial Subscription Term”); and
(b) automatically renews for successive periods of 24 months (a “Renewal Term”).

5. Rights of use and Authorised Users
5.1 Subject to the Client complying with these Conditions, the Provider grants the Client a non-exclusive, non-transferable, right during the Subscription Term to access and use, and to permit Authorised Entities and Authorised Users to access and use, the Services and Documentation solely for the Client’s and Authorised Entities’ internal business operations. The Client shall not authorise or permit any person other than Authorised Entities and Authorised Users to access and use the Services and Documentation.

5.2 If the Client permits Authorised Entities to access and use the Services and Documentation in accordance with Clause 5.1, the Client shall ensure that all communications with the Provider in relation to the Contract, Services and Documentation are made by the Client, and not by the relevant Authorised Entities.

5.3 The Client shall ensure:
(a) Authorised Entities and Authorised Users use the Services and Documentation in accordance with the Contract, and the Client shall be responsible for the acts and omissions of Authorised Entities and Authorised Users in relation to this Contract, the Services and the Documentation as if they were the Client’s acts or omissions;
(b) the Services are used only by Authorised Users who are adequately trained on use of the Services;
(c) the maximum number of Authorised Users the Client permits to access and use the Services and the Documentation shall not exceed the number of current User Subscriptions held by the Client at the relevant time;
(d) each Authorised User:
(i) shall have Login Credentials unique to them, which shall include a personal email address that is not shared with any other person;
(ii) uses only their own Login Credentials to gain access to and use the Services and Documentation, and not those of any other person;
(iii) changes their password for access to the Services and Documentation at least monthly and keeps it confidential; and
(e) each User Subscription is used only by the named person to whom it is assigned, except that the Client may reassign a User Subscription in its entirety to another individual Authorised User, provided the Client ensures the prior Authorised User does not access or use the Services or Documentation after assignment.

5.4 The Client shall maintain an up to date list of current Authorised Users and shall provide the list to the Provider within five Business Days after the Provider’s written request.

6. Additional User Subscriptions
6.1 During the Subscription Term, the Client may purchase additional User Subscriptions in accordance with the remainder of this Clause 6.1:
(a) the Provider is not obliged to agree to the Client’s request to purchase additional User Subscriptions but may, at its discretion, provide the Client with an order form for the number of requested additional User Subscriptions; and
(b) the Contract shall be deemed amended to reflect the additional User Subscriptions specified in the order form referred to at Clause 6.1(a) when the Client returns the order form signed on behalf of the Client to the Provider or when the Client has access to such additional User Subscriptions, whichever is earlier.

6.2 All additional User Subscriptions shall be subject to these Conditions.

6.3 The Provider may charge the Client for, and the Client shall pay for, additional User Subscriptions in respect of the period starting on the first day of the month when the Client returned the signed order form to the Provider in accordance with Clause 6.1(b).

6.4 During a Renewal Term, the Client may reduce the number of User Subscriptions with effect from the next Renewal Date by giving the Provider not less than 90 days’ prior written notice.

6.5 The Client may reduce the number of User Subscriptions at any time by giving the Provider not less than 90 days’ prior written notice provided that this does not result in the Client holding fewer User Subscriptions than the Client held at:
(a) the Subscription Start Date (if the reduction takes effect during the Initial Subscription Term); or
(b) the immediately preceding Renewal Date (if the reduction takes effect after the end of the Initial Subscription Term).

7. Audits
7.1 During the Subscription Term and for one year after termination of the Contract, the Client shall keep complete and accurate records of the Client’s and Authorised Users’ use of the Services and Documentation, and shall permit the Provider to inspect and take copies of such records to:
(a) verify that the Client’s use of the Services and Documentation is in accordance with the Contract; and
(b) establish the Login Credentials of each Authorised User,
(an “Audit”).

7.2 The Provider shall conduct no more than one Audit per quarter at its own expense (save in the event such Audit reveals that the Client has breached the terms of this Contract), and shall provide the Client with reasonable prior notice of Audit.

7.3 The Provider shall conduct Audits in such a manner as not to interfere substantially with the Client’s normal conduct of business.
7.4 If an Audit reveals that Login Credentials have been provided to or used by any individual who is not an Authorised User, then without limiting the Provider’s rights or remedies under the Contract or law:
(a) the Client shall promptly disable such Login Credentials at the Provider’s request; and
(b) the Provider shall not be required to issue any new passwords to the relevant individual.

7.5 If an Audit reveals that the Client has underpaid Service Fees to the Provider:
(a) the Client shall pay the Provider an amount equal to such underpayment within 10 Business Days of receipt of written notice from the Provider requesting payment; and
(b) if the underpayment has arisen because the Client’s use of the Services exceeded the number of User Subscriptions held by the Client, the Provider may increase future Service Fees to reflect the excess usage.

8. Acceptable use
The Client shall comply with the acceptable use policy at schedule 8, as updated by the Provider from time to time.

9. Service Fees and payment
9.1 The Client shall pay the Service Fees to the Provider in accordance with this Clause 9 and the Order.

9.2 The Client shall pay all Service Fees by direct debit or by such other reasonable means as the Provider requests in writing.

9.3 The Client shall pay Subscription Fees and all other Service Fees that are stated in the Order to the Provider monthly in advance, except for monthly Service Fees for the SMS Service, which the Client shall pay monthly in arrears.

9.4 Subscription Fees shall be calculated with effect from the Subscription Start Date. The Provider intends (but is not obliged) to invoice the Client for Subscription Fees on or around the last day of a calendar month.

9.5 If Service Fees are stated in the Order to be one-off costs, the Provider intends (but is not obliged) to invoice the Client for those Service Fees on or around the date the Provider issues an invoice for the first month’s Subscription Fees.

9.6 Any set-up/one-off costs and Subscription Fees for the first month of the Initial Subscription Term will be invoiced at month end and taken by direct debit either on, or after, 15th of the month. The ongoing monthly Subscription Fees will be invoiced each month and collected by direct debit every month during the Initial Subscription Term and any Renewal Term either on, or after, 15th of the month. If the Provider requests payment to be made by means other than direct debit under Clause 9.2, the Client shall pay the relevant Service Fees within 14 days after the date of invoice.

9.7 Time for payment of the Service Fees by the Client shall be of the essence.

9.8 If the Provider has not received payment of Service Fees by the due date for payment:
(a) the Provider may, without liability to the Client, disable the Client’s passwords, accounts and access to all or part of the Services and Documentation, and the Provider shall be under no obligation to provide any of the Services or Documentation while any Service Fees remain unpaid; and
(b) interest shall accrue each day on the overdue amount at a rate equal to 4% a year above the Bank of England’s base rate from time to time, but at a rate equal to 4% a year for any period when that base rate is below 0%, from the due date for payment until the overdue amount is fully paid (whether before or after judgment).

9.9 All amounts and Service Fees stated or referred to in the Contract:
(a) shall be payable in pounds sterling;
(b) are non-cancellable and non-refundable; and
(c) are exclusive of VAT, which shall be payable in addition and at the same time as the relevant amount or Service Fees at the appropriate rate.

9.10 All amounts due from the Client to the Provider under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.11 The Provider may increase the Service Fees payable by the Client on or after 1 March each year by giving the Client not less than 30 days’ notice in writing to the Client’s billing email address to confirm the amount of such increase. In the event that the Provider does not provide such notice, the Service Fees shall increase automatically on or after 1 March each year in line with the percentage increase in the UK Retail Prices Index since the Service Fees were last set.

10. Service availability and changes
10.1 During the Subscription Term, the Provider shall use commercially reasonable endeavours to make the Services and Documentation available 24 hours a day, seven days a week, but the Client acknowledges that there may be Downtime for:
(a) planned maintenance;
(b) unscheduled maintenance; and/or
(c) a Force Majeure Event.

10.2 The Provider shall use commercially reasonable endeavours to give the Client notice of any Downtime in advance and to remedy any Downtime as soon as reasonably practicable.

10.3 The Provider may make changes to the features and/or functionality of the Services and to the Documentation from time to time. Where it is reasonably practicable to do so, the Provider shall endeavour to give the Client prior notice of material changes or material updates to the Services and Documentation via notifications on the Provider’s Website.

11. Client Data
11.1 The Client is solely responsible for the legality, reliability, integrity, accuracy and quality of the Client Data.

11.2 The Provider shall follow its archiving procedures for Client Data (as amended or updated from time to time).

11.3 The Provider may change or update its archiving procedures in its sole discretion from time to time.

11.4 The Provider excludes all liability for loss of data, but, if, despite such exclusion, the Provider becomes liable for any loss or damage to Client Data, the Client’s sole and exclusive remedy shall be for the Provider to use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest copy of such Client Data maintained by the Provider. The Provider shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by any third party.

11.5 The Client agrees that it is solely responsible for ensuring it has appropriately backed up and has copies of all Client Data maintained by the Provider, and is able to access such Client Data via an alternative means if necessary.

11.6 The Client agrees that during the provision of the Services, Client instructs Provider to delete Client Data in accordance with Provider’s Policies.

11.7 The Client warrants that it has all the necessary consents and authority to process, access and take copies of and retain copies of any Authorised Users’ and Authorised Entities’ data or information, and shall provide evidence of such consent(s) to Provider on request.

11.8 The Client indemnifies the Provider, its Affiliates, and their respective directors, officers, employees, agents and subcontractors against all Losses arising out of or in connection with any claim by a third party in relation to the Provider’s processing of Client Data in accordance with this Contract, including any deletion of Client Data in accordance with Clause 11.6.

12. Intellectual Property Rights
12.1 All Intellectual Property Rights in Provider Items or that arise out of or in connection with the Services, remain vested in the Provider or its third party licensors (as applicable). Nothing in the Contract operates to assign any Intellectual Property Rights in Provider Items to the Client or Authorised Users.

12.2 All Intellectual Property Rights in Client Information remain vested in the Client, Authorised Entities or their respective third party licensors.

12.3 The Client grants the Provider a worldwide, non-exclusive, irrevocable, royalty-free, transferable, sub-licensable licence to use, copy, store, archive, modify, extract, display, distribute, transmit, transfer, make available, reutilise, download and create derivative works and data from any Client Information for the purposes of:
(a) providing the Services to the Client; and
(b) optimising, adjusting, aggregating, evaluating, analysing, reporting on and deriving insight from the Client Information to improve and develop the Services, and any other services, products or technology operated or which may be developed and operated by the Provider or an Affiliate of the Provider, provided that in doing so the Client complies with all Applicable Laws and the remainder of these Conditions and, in respect of the purposes set out this Clause 12.3, the Provider does not disclose any information that identifies or would reasonably be expected to identify to any party outside the Provider, or an Affiliate of the Provider, the Client, its brands or its customers, and in all cases notwithstanding Clause 18.1.

12.4 Nothing in Clause 12.3 affects the Provider’s obligations under the Data Processing Addendum.

13. Indemnities
THE CLIENT’S ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE
13.1 The Provider shall:
(a) at the Provider’s expense, defend any claim brought against the Client alleging that the Client’s use of the Alto Service in accordance with the Contract infringes the copyright, database right, or trade mark rights of the third party (a “Provider IP Claim”); and
(b) indemnify the Client against:
(i) all damages and costs awarded against the Client in final judgment as a result of a Provider IP Claim; and
(ii) amounts paid by the Client in settlement of a Provider IP Claim, provided the Client obtained the Provider’s prior written approval of the settlement and the amount paid in settlement.

13.2 The Provider shall have no obligation to defend or indemnify the Client under Clause 13.1 to the extent the Provider IP Claim arises directly or indirectly from:
(a) any modification of the Alto Service (or any part) by any person unless the modification was made by the Provider or with the Provider’s express written approval;
(b) any Third Party Services;
(c) any Client Information;
(d) breach of the Contract by the Client or any Authorised Entity’s or Authorised User’s failure to comply with the Contract;
(e) installation or use of the Services (or any part) otherwise than in accordance with the Contract and the Documentation; or
(f) installation or use of the Alto Service (or any part) in combination with any software, hardware or data that has not been supplied or expressly authorised by the Provider.

13.3 Clause 13.1 sets out the Provider’s entire liability to the Client and the Client’s sole and exclusive remedy with respect to any Provider IP Claim.

13.4 The Client indemnifies the Provider, its Affiliates, and their respective directors, officers, employees, agents and subcontractors against all losses, costs, claims and expenses suffered or incurred by any of them (“Losses”) arising out of or in connection with:
(a) the Client’s use of the Services other than in accordance with the Contract;
(b) any breach by the Client of Applicable Law or regulation (including any breach of the Data Protection Legislation);
(c) any allegation or claim brought by a third party alleging that the Provider’s use of Client Information in accordance with the Contract infringes that third party’s Intellectual Property Rights; and
(d) any allegation or claim by an Authorised Entity against the Provider in connection with the Services, Documentation, or Contract, or the Provider’s performance of them, including any allegation or claim of negligence.

13.5 The Client agrees that the Provider has the right to:
(a) enforce the indemnity under Clause 13.4 on behalf of the Provider’s Affiliates, and their directors, officers, employees, agents and subcontractors (“Provider Third Parties”); and
(b) recover Losses suffered or incurred by Provider Third Parties and for which the Client is liable under the indemnity, as if those Losses had been suffered or incurred by the Provider.

13.6 If by law or under applicable court procedures the Provider is not permitted or is unable to do any of the things referred to in Clause 13.5, the relevant Provider Third Party shall be entitled to enjoy the benefit of and enforce the indemnity under Clause 13.4, subject to and in accordance with the Contract and the Contracts (Rights of Third Parties) Act 1999.

13.7 If any third party makes a claim, or notifies an intention to make a claim, against either party (the “Indemnified Party”) which may reasonably be considered likely to give rise to a liability under the indemnities in this Clause 13 (each an “Indemnity Claim”), the Indemnified Party shall:
(a) as soon as reasonably practicable, give written notice of the Indemnity Claim to the other party (the “Indemnifying Party”), specifying the nature of the Indemnity Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Indemnity Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed);
(c) give the Indemnifying Party and its professional advisers access at reasonable times and on reasonable prior notice to its premises and its officers, directors, employees, agents, representatives and advisers, and to any relevant records and documents within its power or control to enable the Indemnifying Party to examine them and take copies (at the Indemnifying Party’s expense) for the purpose of assessing and defending the Indemnity Claim; and
(d) at the Indemnifying Party’s expense, take such action as the Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Indemnity Claim.

13.8 Each Indemnified Party shall take reasonable steps to mitigate losses which it may incur as a result of a matter that may give rise to an Indemnity Claim under this Clause 13.

14. Provider obligations and disclaimers
14.1 The Provider shall perform the Services with reasonable skill and care.

14.2 The Client shall:
(a) provide the Provider with all information, cooperation and assistance the Provider reasonably requires for performance of the Professional Services and Training; and
(b) fulfil all tasks and responsibilities specified in the Order (if any).
14.3 The Provider does not warrant that:
(a) the Client’s use of the Services will be uninterrupted or error-free; or
(b) the Services, Documentation or any information obtained by the Client through use of the Services will meet the Client’s requirements or individual needs or be fit for the Client’s purpose, whether or not such requirements, needs or purposes have been communicated to the Provider.

14.4 The Provider is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Services and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications networks and facilities.

14.5 The Provider is not responsible for and gives no warranty, promise or guarantee of any kind that the Services are or will be compatible with any other software, hardware, service or system used or operated by the Client, Authorised Entities or Authorised Users.

15. Client obligations
15.1 The Client shall:
(a) provide the Provider with all necessary cooperation in relation to the Contract and all necessary access to such information as may be required by the Provider to provide the Services, including to Client Data, security access information and configuration services;
(b) comply with all Applicable Laws and regulations with respect to its activities under the Contract (including the Data Protection Legislation);
(c) comply with the Third Party Licences;
(d) carry out its obligations under the Contract in a timely and efficient manner;
(e) maintain in place throughout the Subscription Term a written agreement with any relevant Portal in respect of which the Data Feed Service is provided, enabling that Service to be provided;
(f) ensure that its network and systems comply with the relevant specifications provided to it by the Provider from time to time; and
(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Provider’s data centres, and all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.

15.2 If the Provider’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or Authorised Entity or failure by the Client or Authorised Entity to perform any relevant obligation (each a “Client Default”):
(a) without limiting or affecting any other right or remedy available to it, the Provider may suspend performance of the Services until the Client remedies the Client Default;
(b) the Provider shall be relieved from liability for any failure or delay in the performance of the Provider’s obligations under the Contract resulting directly or indirectly from a Client Default; and
(c) the Client shall indemnify the Provider against all Losses incurred by the Provider in connection with the Client Default.

15.3 The Client warrants and undertakes that:
(a) it has all necessary power and authority to enter into, and perform its obligations under this Contract and that it has taken and shall take all requisite corporate and other action to approve the execution, delivery, entering into and performance of this Contract; and
(b) it is not and will not, and the Authorised Entities are not and will not, and its Ultimate Beneficial Owner(s), the Ultimate Beneficial Owner(s) of any Authorised Entity and all Relevant Persons are not and will not, at any time during the Subscription Term, be subject to any Sanctions or appear on any Sanctions List.

16. Termination
16.1 The Client may terminate the Contract with effect from any Renewal Date, by giving the Provider not less than 90 days’ prior written notice to terminate.

16.2 The Provider may terminate the contract by giving the Client not less than 90 day’s prior written notice to terminate.

16.3 The Provider may terminate the Data Feed Service or the SMS Service immediately by giving notice, if the Provider is no longer able to provide the relevant Service as a result of circumstances outside of the reasonable control of the Provider.

16.4 The Provider may terminate the Contract, or any Service, with immediate effect by giving written notice to the Client if:
(a) the Client materially breaches the Contract (unless, in a case where the breach is capable of remedy, the Client remedies the breach within 30 days after receiving notice to do so);
(b) the Client fails to pay an amount due to the Provider on the due date for payment;
(c) in the Provider’s reasonable opinion, the Client’s financial position is such that the Client’s capability adequately to fulfil its obligations under the Contract is in jeopardy; or
(d) there is a Change of Control of the Client.

16.5 The Provider may suspend or terminate the Contract, or any Service with immediate effect by giving written notice to the Client if the Client, any of the Client’s Ultimate Beneficial Owner(s) or any Relevant Person is subject to any Sanctions or appear on any Sanctions List.

16.6 On termination of the Contract for any reason:
(a) the Client shall immediately cease all use of the Services and the Documentation;
(b) each party shall return and make no further use of any equipment, property, Documentation and all other items (and all copies of them) belonging to the other party;
(c) the Client agrees that, except as provided in the Data Processing Addendum, the Provider may destroy or otherwise dispose of any of the Client Data in its possession, unless the Provider receives, no later than 90 days after the effective date of termination of the Contract, a written request for the delivery to the Client of the then-most-recent copy of the Client Data in the Provider’s possession or control. The Provider shall use reasonable commercial endeavours to deliver the copy to the Client within 30 days of its receipt of such a written request, provided that the Client has, at that time, paid all fees and charges outstanding at or resulting from termination (whether or not due at the date of termination). The Client shall pay all reasonable expenses incurred by the Provider in returning or disposing of Client Data;
(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 Contract, which existed at or before the date of termination shall not be affected or prejudiced; and
(e) the Surviving Provisions shall survive termination of the Contract.

17. Limitation of liability
THE CLIENT’S ATTENTION IS DRAWN PARTICULARLY TO THIS CLAUSE
17.1 Except as expressly and specifically provided otherwise in the Contract:
(a) the Client assumes sole responsibility for any Client Data hosted or processed using the Services and the Documentation. The Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Provider by the Client or any Authorised Entity in connection with the Services, or any actions taken by the Provider at the Client’s direction;
(b) all warranties, representations, terms, conditions and all other terms of any kind whatsoever implied by law are, to the fullest extent permitted by Applicable Law, excluded from the Contract; and
(c) the Services and Documentation are provided to the Client on an “as is” basis and accordingly except as expressly set out in this Agreement all warranties and representations (whether express or implied), including as to the quality, accuracy, completeness, fitness for purpose, merchantability and non-infringement are, to the fullest extent permitted by law, excluded.

17.2 Nothing in the Contract excludes or limits the liability of either party for:
(a) death or personal injury caused by that party’s negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be excluded or limited by law.

17.3 Subject to Clause 17.1 and Clause 17.2:
(a) the Provider shall only be liable for direct losses arising out of or in connection with the Contract and shall not be liable for any indirect or consequential loss;
(b) the Provider shall not be liable for any loss of profit, loss of revenue, loss of business, loss of opportunity or contracts, business interruption, loss of use, loss of data or loss of goodwill;
(c) the Provider shall not be liable for any loss or damage suffered by the Client, Authorised Entities or Authorised Users in connection with any Third Party Service; and
(d) the Provider’s total aggregate liability arising out of or in connection with the Contract shall be limited to an amount equal to (i) the Subscription Fees paid by the Client under the Contract in respect of the calendar year in which the most recent claim arose or (ii) £1,000 (one thousand pounds), whichever is greater.

17.4 The exclusions and limitations of liability in this Clause 17 apply whether the liability in question arises in contract, tort (including negligence), breach of statutory duty or under any other theory.

18. General
18.1 Confidentiality. A party shall disclose information not in the public domain relating to the other only if:
(a) the person to whom the disclosure is made needs the information for the disclosing party to carry out its obligations under a Contract, and does not itself disclose it;
(b) disclosure is to that party’s professional advisers, auditors, investors, potential investors, Affiliates or bankers, under conditions of confidentiality; or
(c) disclosure is required by the law, or a court or governmental or regulatory authority.

18.2 Matters beyond reasonable control. Neither party shall be liable for any delay or failure in performance of any of its obligations under the Contract resulting from a Force Majeure Event. However, if the Force Majeure Event continues to cause a party to need relief from the impact of its delay or failure for one month or longer, the other party may terminate the Contract immediately by giving notice to the affected party. A Force Majeure Event shall not relieve a party of its duty to pay the Service Fees as they fall due under this Contract and no refunds of Service Fees paid in advance shall be payable as a result of a Force Majeure Event.

18.3 Assignment.
(a) The Provider may at any time assign, subcontract (except as expressly provided otherwise in the Data Processing Addendum), or otherwise create an interest in any of its rights and obligations under a Contract without the consent of the Client.
(b) The Client may not assign, subcontract, or otherwise create any interest in any of its rights and obligations under a Contract without the prior written consent of the Provider.

18.4 Entire agreement. A Contract constitutes the entire agreement between the parties relating to its subject matter and supersedes and extinguishes any previous agreement or understanding (written or oral) between them relevant to that subject matter.

18.5 No reliance. Each party acknowledges that, in entering into a Contract, it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty or undertaking that is not set out in the Contract.

18.6 Waiver. No failure or delay by a party to exercise any right or remedy provided under a Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

18.7 Rights and remedies. The rights and remedies provided under a Contract are in addition to, and not exclusive of, any rights or remedies provided by law.

18.8 Severance. If any provision or part-provision of a 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 of part-provision under this Clause 18.8 shall not affect the validity or enforceability of the rest of this Contract.

18.9 Notices.
(a) Subject to Clause 9.11, any notice given to either party under or in connection with this Contract shall be in writing and shall be delivered by:
(i) hand or by pre-paid first-class post or other next working day delivery service at its registered office (in the case of a company or limited liability partnership) or to the address on the Order (in the case of a sole trader or partnership); or
(ii) in the case of the Provider giving notice to the Client, to the Client’s billing email address and in the case of the Client giving notice to the Provider, to: customerservice@propertysoftwaregroup.com with a copy to grouplegal@houseful.co.uk (which shall not constitute notice);
(b) A notice will be deemed to have been received:
(i) if delivered by hand, on signature of a delivery receipt; or
(ii) if sent by pre-paid or first-class post or other next working day delivery service, on the second Business Day after posting; or
(iii) if sent by email, on the same day the email is sent, if sent before 5pm on a Business Day, or if not, on the next Business Day after transmission.
(c) This Clause 18.9 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.

18.10 Counterparts. This Contract may be executed in counterparts, each of which when executed shall constitute a duplicate original, but the counterparts shall together constitute the same agreement.

18.11 No partnership. Nothing in the Contract is intended to establish any partnership, appoint either party the agent of the other, or otherwise authorise either party to commit the other in any way whatsoever.

18.12 Third party rights. Except as expressly provided otherwise in these Conditions, a person who is not a party to the Contract shall have no rights to enforce any term of the Contract.

18.13 Governing law and jurisdiction. The construction, validity and performance of the Contract and all non-contractual obligations, disputes or claims arising from or connected with the Contract shall be governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to resolve any dispute between them in connection with the Contract and such disputes or claims.

19. Definitions and interpretation
19.1 The following definitions and rules of interpretation apply in this Contract:

Affiliate means, in relation to a company, any Subsidiary or Holding Company of that company, and any Subsidiary of a Holding Company of that company, in each case from time to time;
Alto Service means the service, features and functionality of the Provider’s proprietary hosted software solution known as “Alto”, as amended or updated from time to time;
Applicable Law means all applicable laws, statutes, regulations and codes from time to time in force
Audit is defined in Clause 7.1;
Authorised Entity means, in respect of a particularly Service, any branch, company, limited liability partnership or other entity who the Client and the Provider have agreed in writing may use the relevant Service;
Authorised Users means, in respect of a particular Service, those named employees, agents and independent contractors of the Client or of any Authorised Entity, who are authorised by the Client or by the relevant Authorised Entity in accordance with the Contract to use the particular Service;
Beta Services means Alto Services or functionality that may be made available to the Client to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, trial, or by a similar description;
Business Day means a day other than a Saturday, Sunday or public holiday in England;
Change of Control means, where the Client is a body corporate, a change in the identity of the person who has Control of the Client, where “Control” has the same meaning as given in Section 1124 Corporation Tax Act 2010;
Client means the person or firm purchasing Services from the Provider, as stated in the relevant Order;
Client Data means any data inputted into any of the Services by the Client, an Authorised Entity or an Authorised User or by the Provider on behalf of the Client, including any E-Signature Documents (if applicable), and any Client Personal Data (as defined in the Data Processing Addendum);
Client Default is defined in Clause 15.2;
Client Information means: Client Data; Files (including their contents); materials, data and information relating to and arising or derived from the Client’s or an Authorised Entity’s or Authorised User’s use of and interactions with the Alto Service and the Services, the Files or the properties in the Files; property details; applicant, purchaser and vendor lead and transaction data; any materials, data or information provided to the Provider by the Client, an Authorised Entity or Authorised User; any materials, data and information derived from any of the foregoing; and in all cases including any Intellectual Property Rights subsisting therein;
Conditions means these terms and conditions and the Schedules to these terms and conditions, as amended from time to time in accordance with Clause 1.5;
Contract means the contract between the Client and the Provider for Services as described in Clause 1;
Controlling Interest means an interest in shares giving to the holder or holders control of the Client within the meaning of Section 1124 of the Corporation Tax Act 2010;
Data Feed Services means the data feed services described in schedule 3;
Data Processing Addendum means the data processing addendum at schedule 7;
Data Protection Legislation is defined in the Data Processing Addendum;
Documentation means documentation and materials made available by the Provider to the Client or Authorised Entities in connection with the Services;
Downtime means any time during which the Services are unavailable to the Client;
Effective Date means the date the order form for the Alto Service generated by the Provider and signed by or on behalf of the Client, is returned by the Client to the Provider;
E-Signature Document is defined in schedule 6;
E-Signature Services means the e-signature service described in schedule 6;
Files means electronic files containing the property information designated by the Provider (which, as of the date of the Contract, comprises the information set out in schedule 4) and which are made available to the Provider by the Client in connection with the Data Feed Service;
Force Majeure Event means an Act of God; war; riot, civil commotion; strike, lockout or other labour disturbance (not including those involving the affected party’s employees); outbreak of epidemic or infectious disease, quarantine restrictions or restrictions against entry into any country where services or materials are being obtained or delivered, and any other circumstances beyond the reasonable control of the affected party;
Geo Data Terms means the end user licence terms for UK geographic data set out in schedule 5, as may be updated from time to time;
Google Terms means (i) the Google Maps / Google Earth Additional Terms of Service currently available at https://maps.google.com/help/terms_maps/; (ii) the Google Privacy Policy currently available at https://policies.google.com/privacy?hl=en-GB&gl=uk; and (iii) the Google EU End User Consent Policy currently available at https://www.google.com/about/company/user-consent-policy/;
Holding Company is defined in Section 1159(1) of the Companies Act 2006;
Indemnified Party is defined in Clause 13.7;
Indemnity Claim is defined in Clause 13.7;
Initial Subscription Term is defined in Clause 4.1(a);
Intellectual Property Rights means all intellectual property rights whether registered or unregistered and including all applications and rights to apply for and be granted any intellectual property right, and all renewals and extensions of, and rights to claim priority from, such rights and all similar forms of protection in any part of the world;
Login Credentials means user names, passwords, security credentials or authentication keys issued to the Client, an Authorised Entity or an Authorised User or created by the Client, an Authorised Entity or an Authorised User at the Provider’s invitation for access to the Services;
Losses is defined in Clause 13.4;
Order means the order form generated by or on behalf of the Provider, signed by or on behalf of the Client, and returned by the Client to the Provider;
PAF End User Terms means the end user licence terms for the Royal Mail’s Postal Address File service currently available at https://www.poweredbypaf.com/wp-content/uploads/2023/10/PAF_Data_Solutions_Provider_Licence_24_December_2014_from_October_2023.pdf, as may be updated from time to time;
Portals means the online property portals in respect of which the Client may request copies of property listing details to be made available in Files;
Professional Services means data migration services, set-up, installation, customisation and/or configuration services, and any professional services specified in the Order;
Provider means Vebra Solutions Limited, a company registered in England and Wales with registered number 04529917 and with its registered office at The Cooperage, 5 Copper Row, London SE1 2LH;
Provider IP Claim is defined in Clause 13.1;
Provider Items means: (a) Services; (b) software used by the Provider in the performance of the Services; (c) Documentation; (d) all other works, deliverables and materials provided or made available to the Client or an Authorised Entity by or on behalf of the Provider or its third party licensors; and (e) all modifications to and/or derivative works based on any of the foregoing, but excluding Client Data;
Provider Website(s) means: (a) the website located at https://www.altosoftware.co.uk/; and/or (b) any other website whose domain name is owned or controlled or powered by the Provider as the Provider may determine and via which Services are provided;
Referral Services means as set out in schedule 9;
Relevant Person(s) means directors, officers, and employees of (a) the Client; (b) any of Client’s Affiliates; and/or (c) any Authorised Entity;
Renewal Date means the date of on which a subscription for the Services renews in accordance with Clause 4.1(b);
Renewal Term is defined in Clause 4.1(b);
Sanctions means any trade, economic or financial sanctions, embargoes or restrictive measures administered, maintained, enforced or imposed from time to time by a Sanctions Authority;
Sanctions Authority means the United Kingdom, the European Union, any member state of the European Union, the United States, the United Nations, or any other relevant jurisdiction, or any government or official institution or agency of any of the above;
Sanctions List means the Consolidated List of Financial Sanctions Targets issued by Her Majesty’s Treasury, the “Specially Designated Nationals and Blocked Persons” list issued by the United States Office of Foreign Assets Control, or any similar list issued, maintained or made public by a Sanctions Authority;
Service Fees means the fees payable by the Client to the Provider in respect of the Services, as set out in the relevant Order, or as otherwise detailed in the Contract;
Services means the services specified in the relevant Order, which may include Alto Service, Beta Services, Data Feed Services, Referral Services, SMS Services, E-Signature Services, and/or Support Services, as applicable, and any Professional Services and/or Training that the Provider agrees to provide for the Client (whether specified in the relevant Order or not);
SMS Fees means the fees payable by the Client to the Provider in respect of the SMS Services, as set out in the relevant Order;
SMS Services means the SMS service described in schedule 2;
Subscription Fees means the monthly fees for Subscription Services, as set out in the Order;
Subscription Services means Services for which the Provider charges the Client a monthly subscription;
Subscription Start Date means the Target Go Live Date, the date on which the Provider confirms to the Client in writing that the Alto Service is activated and ready to be put into live use by the Client, or the date on which the Client first puts the Alto Service into live use, or within 3 months of the date of the Order, whichever is sooner;
Subscription Term means in relation to a Contract, the Initial Subscription Term and all Renewal Terms;
Subsidiary is defined in Section 1159(1) of the Companies Act 2006;
Surviving Provisions means Clauses 7, 9, 11, 12, 13, 15.2, 16.4, 17, 18 and 19, Paragraph 4.6 of schedule 7, and (to the extent applicable to the relevant Service) Paragraph 5 of schedule 2, Paragraph 6 of schedule 3 and Paragraph 2 of schedule 6;
Support Services means the support services described in schedule 1;
Target Go Live Date means the date specified in the Order;
Third Party Licences means the PAF End User Terms, Geo Data Terms, Google Terms and such other licences as the Provider may notify to the Client from time to time and as posted here https://www.altosoftware.co.uk/third-party-licences/;
Third Party Services means services, data, information, content, software, and other works provided, controlled or owned by a third party, including any that may be linked to, interact with or used by the Services;
Training means training in the use of the Services as described or specified in the Order.
Ultimate Beneficial Owner means, in relation to the Client or an Authorised Entity (a) if the Client or Authorised Entity is a company, any natural person(s) who directly or indirectly own(s) or control(s) 10% or more of the shares of the Client or Authorised Entity, or any natural person(s) who exercise(s) a Controlling Interest in the Client or Authorised Entity; (b) if the Client or Authorised Entity is a limited liability partnership, any member; (c) if the Client or Authorised Entity is a general or limited partnership, any partner;
User Subscriptions means the user subscriptions purchased by the Client which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Contract;
VAT means value added tax or any equivalent tax chargeable in the UK or elsewhere; and
Virus means any thing or device (including any software, code, file or programme) which may: (i) prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, telecommunications service, equipment or any other service or device; (ii) 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 (iii) adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

19.2 Interpretation:
(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 all subordinate legislation made under that statute or statutory provision;
(b) Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
(c) A reference to “writing” or “written” includes fax but not email; and
(d) remedies are cumulative and do not affect a party’s other rights and remedies under the law.

20. Beta Services
20.1 From time to time, the Provider may make Beta Services available to Client. Client may choose to try such Beta Services or not in its sole discretion.

20.2. Except as provided in this Clause, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by Applicable Law. Beta Services are provided “as is” and as available exclusive of any warranty whatsoever.

20.4 Notwithstanding any other provisions of this Contract, the Provider shall have no liability to the Client in relation to the Beta Services for any loss or damages whatsoever (to the extent permitted by Applicable Law), including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, data or use, however caused and, whether in contract, tort or under any other type of liability, whether or not the Client has been advised of the possibility of such damages.

SCHEDULE 1

Support

1. Before accessing Support, the Client may wish to explore the Provider’s Help Centre, which provides answers to common queries about the Services. Help Centre resources can be accessed at https://support.altosoftware.co.uk/.

2. Support for the Services shall comprise a remote customer support desk. The Provider will use reasonable endeavours to make the customer support desk available 9.00am – 5.30pm on Business Days (excluding 12 noon to 5.30pm on Christmas Eve). The Provider will endeavour, where it is reasonably practicable to do so, to give the Client prior notice if the customer support desk will be unavailable.

3. Accessing support and contacting the customer support desk can be done by submitting a query via the Help Centre within the Alto Service.

4. Any calls made by the Client to the Provider may be recorded for training and monitoring purposes. The Provider monitors and records its calls to ensure that it maintains the highest possible standards of service to its customers and regularly carries out surveys to encourage feedback from its customers.

5. The Provider shall respond to any telephone calls or emails by the method it deems most appropriate, which may be by telephone, email or remote dial-in.

6. Support does not include any on-site assistance and will only be provided remotely. The Client shall provide to the Provider, its employees, contractors, agents and all other persons duly authorised by the Provider with full, safe and uninterrupted access (including remote access) to the Client’s systems and facilities as may be reasonably required by the Provider for the purpose of providing support.

7. The Client shall:

co-operate with the Provider and provide any assistance or information as may reasonably be required by the Provider, including in relation to the diagnosis of any faults;
report faults promptly and in sufficient detail to the Provider;
carry out regular Virus checks of systems and software that the Client uses in connection with the Alto Service.

8. Exclusions
Support does not include:

site visits;
recovery of data;
general training issues;
data migration and/or data merges*;
data extraction*;
customisation services (template creation and amendments)*;
support in respect of third party software, irrespective of whether or not supplied by the Provider to the Client; support in respect of the Client’s systems, network, hardware and/or any other equipment or associated components;
updates to letters and agreements provided by third parties;
professional advice in relation to any legal or compliance issues regarding property management or estate agency;
support in respect of any default or error in any of the Services which arises as a result of a defect or deficiency in, or a failure of, the equipment upon which the Alto Services are operated; a defect or deficiency in or a failure of an internet link; incorrect use of or damage to the Alto Services from whatever cause (other than any act or omission by the Provider) including failure or fluctuation of electrical power; use of the Alto Services in combination with any equipment or software not provided by the Provider or not designated by the Provider as being compatible; any unauthorised amendment or alteration to the Alto Services made by the Client and/or a third party not expressly authorised by the Provider; and/or operator error; and/or
recovering or correcting data lost or corrupted by computer viruses.

*These services may be provided by the Provider at its sole discretion, for an additional charge (rates available on request).

9. The Client may not modify any databases within the Alto Service and any such modification shall constitute an irremediable material breach, entitling the Provider to terminate the Contract immediately on notice to the Client.

SCHEDULE 2

SMS Service

THE CLIENT’S ATTENTION IS DRAWN PARTICULARLY TO PARAGRAPH 5 OF THIS SCHEDULE
1. If the Client elects to receive the SMS Services, and subject to payment by the Client of the SMS Fees, the Provider shall provide the Client with access to the SMS Services from within the Alto Service.

2. If technical and operational conditions allow, the Provider shall permit the Client access to the SMS Services within two Business Days after payment of the relevant SMS Fees.

3. The Provider shall:
a. provide the Client with reasonable instructions on how to access the SMS Services. The Provider may change these instructions, the location of the SMS Services servers and methods of accessing the SMS Services servers at any time, and the Provider shall use reasonable endeavours to provide the Client with advance notice of any such changes;
b. use reasonable endeavours to ensure successful delivery of messages sent by the Client using the SMS Services. The Client acknowledges that successful delivery of messages through the SMS Services depends on a range of factors outside of the control of the Provider, including internet service providers, telecommunications companies and network operators, and so the Provider cannot guarantee delivery of any messages sent by the Client using the SMS Services;
c. not be liable for the content of any messages sent by the Client using the SMS Services;
d. use reasonable endeavours to ensure uptime of the SMS Services, but shall not be liable for downtime caused by circumstances beyond the reasonable control of the Provider;
e. reserve the right to carry out maintenance and technical alterations to equipment which may affect the availability to the Client of the SMS Services; and
f. reserve the right to suspend or stop provision of the SMS Services at its discretion at any time, for any reason, without notice to the Client.

4. The Client acknowledges and agrees that:
(a) in order to use the SMS Services, the Client must obtain (as appropriate) email and access to the internet and pay any fees associated with such access. In addition, the Client shall provide at its own cost all hardware and other equipment necessary to make such a connection to the internet;
(b) to protect the integrity of the system and the SMS Services, the Client shall not send unlawful, obscene, abusive, harassing or threatening messages using the SMS Services. Unsolicited marketing (spamming) is strictly prohibited;
(c) the Client is responsible to the Provider for any use of the Client’s passwords by any third party. The Client shall pay for all messages sent using the SMS Services from the Client’s account, and it is therefore recommended that the Client keeps its password confidential;
(d) after the Client has entered into a Contract relating to SMS Services and has set up a direct debit mandate, the Provider shall send to the Client a password by email. This password serves as authentication of the Client’s identity to the Provider and the Provider shall not be required to perform any further authentication of the Client’s identity;
(e) all activities conducted using the Client’s SMS Services account may be traced to the Client and are deemed to have been performed by the Client and are legally binding for the Client;
(f) the Client shall be responsible for the content of any messages sent using the SMS Services. The Client shall use the SMS Services in accordance with all Applicable Laws and regulations (including the Direct Marketing Association’s Code of Practice from time to time) and network operator requirements and shall not use the SMS Services to transmit any content which is unlawful, offensive or which could in the Provider’s sole determination bring the Provider’s reputation or the reputation of the SMS Services into disrepute;
(g) the Provider takes complaints (whether from individuals, third parties, network operators, regulators (including the Information Commissioner’s Office, and any other public or enforcement authority)) relating to the Client’s use of the SMS Services very seriously, and may suspend provision of the SMS Services if any such complaint is received; and
(h) it is advised to include its own contact details in messages sent using the SMS Services to ensure that any complaints are direct to the Client (and not to the network operator, the Provider or any third party), and the Provider reserves the right to remove telephone numbers from the SMS Services database in its sole discretion if a complaint is received with respect to that number.

5. The Client shall indemnify the Provider, its Affiliates, and their respective directors, officers, employees, agents and subcontractors against all Losses incurred by them arising out of or in connection with any use of the SMS Services by the Client or through the Client’s SMS Services account other than in accordance with the terms of the Contract and Applicable Law.

SCHEDULE 3

Data Feed Services

1. If the Client elects to receive the Data Feed Services, and subject to payment by the Client of the Data Feed Service Fees, the Provider shall enable the Client to make available Files to the selected Portals that maintain an agreement with the Provider for this purpose. The provision of Files to a Portal is dependent upon a contract between the Provider and the third party provider of the specified Portal. The Client acknowledges that the Provider may therefore be unable to provide the Files to Portals requested by the Client if a contract with the third party provider is not in place. It is the Client’s responsibility to notify the third party provider of the specified Portal when the Client wishes to start using the Data Feed Services.

2. The Provider:
a. may change the specification of the Files at any time without notice to the Client;
b. does not commit to provide the Files to the Portals on any particular frequency;
c. shall not be liable for the accuracy, completeness or fitness for a particular purpose of the content of any of the Files provided by the Client;
d. reserves the right to suspend or stop providing the Files to any or all Portals at any time without notice to the Client; and
e. may access and use the data contained in the Files for its own business purposes at its discretion, and the Client grants to the Provider a worldwide, non-exclusive, perpetual, irrevocable, transferable, sub-licensable right to the Files (and any Intellectual Property Rights in the Files) for this purpose.

3. The Client:
(a) warrants that it is authorised to allow the upload of the information contained in each File on to the Portals (including by having in place all necessary licences, authorisations and consents) and that it has in place a valid, enforceable, written agreement with each Portal provider before submitting Files to the Provider for transmission to the relevant Portal;
g. shall not, nor shall the Client permit any third party to, copy, reproduce, redistribute, download, republish, transmit, display, adapt, alter, create derivative works from or otherwise extract or re-utilise any information made available on any Portal, whether for commercial gain or otherwise, without the prior written consent of the Provider;
h. shall not, nor shall the Client permit any third party to, reference or link (whether directly or indirectly) to any website operated by the Provider or any of its Affiliates without the prior written consent of the Provider; and
i. shall be solely responsible for the content of any Files.

4. The Provider reserves the right to charge the Client for any Files made available at a future date.

5. The Data Feed Service Fees are inclusive of one website feed. Additional Service Fees apply for any additional website feed. The Provider may review the fees payable for the Data Feed Service on an annual basis and may change such fees by giving notice to the Client.

6. The Client acknowledges that the Files may contain bugs, errors and other problems that may cause system failures. The Client acknowledges that the Files are provided on an “as is” basis without warranty of any kind (including as to accuracy, completeness and fitness for a particular purpose).

SCHEDULE 4

Property Information

1. Unless otherwise agreed with the Client, the Provider shall enable the Client to supply the following property information to the Portals:

property address;
property price and price qualifier;
property type and status;
number of bedrooms;
property description;
property bullet points;
EPC data as required by legislation;
main property image; and
A link back to additional images from the property recorded on the Portal.

2. This specification is under constant development and the Provider reserves the right to change the property information that may be supplied to the Portals at any time without notice to the Client.

SCHEDULE 5

Geo Data Terms

UK Geographic Data
End User Terms for GeoData

1. General
In this case:
1.1 The “GeoData” is made up from several sources:
(a) Ordnance Survey data © Crown copyright and database right 2015
(b) Royal Mail data © Royal Mail copyright and database right 2015
(c) National Statistics data © Crown copyright and database right 2015
(d) Allies Computing Ltd © copyright and database right 2015
(e) Land and Property Services (LPS) © Crown copyright and database right 2015

1.2 “End Users” are the Companies or Organisations that purchase/use the GeoData within Allies Computing Ltd’s products and services.

2. Ownership and Copyright of the GeoData
2.1 Part of the GeoData contains the Office for National Statistics NSPD Open Data. The terms which apply to this data only are as follows:
(a) At all times the copyright in the Open Data, in any format, belongs to the Crown, or have been licensed to the Crown. The following attribution statements apply to this licence which must be acknowledged when the Data is used:
1. Contains Ordnance Survey data © Crown copyright and database right 2010
2. Contains Royal Mail data © Royal Mail copyright and database right 2010
3. Contains National Statistics data © Crown copyright and database right 2010
(b) Any sub-licences that we grant must include the same acknowledgment, and further sub-licences must do the same.

2.2 Part of the GeoData contains LPS Data. The terms which apply to this data only are as follows:
(a) At all times the copyright in LPS Data, in any format, belongs to the Crown, or have been licensed to the Crown. The following attribution statements apply to this licence which must be acknowledged when the Data is used: Contains Land and Property Services data © Crown copyright and database right 2010.

2.3 Other parts of the GeoData are provided by Allies Computing Ltd. This data may include:
j. Imputed missing values
k. Additional fields
l. Spelling corrections
m. Missing address elements

2.4 The Office for National Statistics has licenced Allies Computing Ltd to resell the data within its products and services.

3. Transfer Restrictions
The GeoData is licensed only to you, the End User, and may not be transferred to anyone without the prior written consent of Allies Computing Ltd. In no event may you transfer, assign, rent, lease, sell or otherwise dispose of the GeoData on a temporary or permanent basis.

4. Restrictions on use
4.1 Access to and use of the GeoData indicates your acceptance of these terms and conditions. If you do not agree with them, you should promptly return the GeoData.

4.2 You must ensure that you do not use the GeoData in any way that suggests the Data Provider endorses you or your use of the GeoData.

4.3 You must ensure that you do not misrepresent the GeoData or its source.

4.4 End Users shall register with Allies Computing Ltd and state if the use of the GeoData is for 1) external website use or 2) internal use. The End User shall also declare all other facts that may affect the licence and pricing.

4.5 The GeoData may only be used for the End Users own purposes and the provision of services to other Third Parties is not permitted, unless expressly authorised by Allies Computing Ltd.

4.6 End Users who would like to offer this service to other Third Parties should inform Allies Computing Ltd.

4.7 End Users must comply with the relevant data protection provisions.

5. Additional Disclaimer for Office for National Statistics Data
5.1 The Office for National Statistics expressly excludes all warranties (expressed or implied) including, without limitation, implied warranties of merchantability and fitness for a particular purpose with respect to defects in the Data. No warranty is given by the Office for National Statistics as to the accuracy and/or comprehensiveness of the Data, or for the continued supply of the Data.

5.2 In no event shall the Office for National Statistics be liable for any loss of profit and/or any other commercial damage including without limitation special, incidental, consequential or other damages.

5.3 This Licence is covered by the laws of England and Wales.

SCHEDULE 6

E-Signature Services

THE CLIENT’S ATTENTION IS DRAWN PARTICULARLY TO PARAGRAPH 2 OF THIS SCHEDULE.

1. If the Client elects to receive the E-Signature Services, and subject to payment by the Client of the E-Signature Service Fees, the Provider shall provide the Client with access to the E-Signature Services.

2. The Client acknowledges that by using the E-Signature Services, it will be responsible for ensuring that any agreements intended to be executed using the E-Signature Services (“E-Signature Documents”) are valid and enforceable and comply with all relevant legal and regulatory requirements. The Client shall indemnify the Provider, its Affiliates, and their respective directors, officers, employees, agents and subcontractors against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal and other professional costs and expenses) suffered or incurred by them arising out of or in connection with:

2.1. any claim by a third party arising out of or in connection with the E-Signature Documents;

2.2. without limiting the generality of Paragraph 2(a) above, any claim by any customer of the Client, or any party with whom that customer of the Client seeks to contract using the E-Signature Services, arising (whether in whole or part) out of or in connection with any agreement or relationship into which those parties enter, or intend to enter, using the E-Signature Services;

2.3. any other claim made by a third party arising (whether in whole or in part) out of or in connection with the Client’s use of the E-Signature Services; and

2.4. any assistance provided under Paragraph 5 below.

3. As soon as reasonably practicable following execution of an E-Signature Document, the Provider shall use reasonable endeavours to cause the applications to send a copy of the executed E-Signature Document to each of the parties with respect to whom the Client has provided a complete and accurate email address.

4. During the Subscription Term, the Provider shall, within 30 days after a reasonable request from the Client, provide the Client with a PDF copy of any E-Signature Document within the Provider’s possession or control by email attachment. The Provider shall not provide any such copy to any customer of the Client, unless otherwise permitted by this Contract, required to do so by law, or approved in writing by the Client. If the Provider receives a request for a copy of any E-Signature Document from any third party, the Provider shall direct the third party to the Client.

5. During the Subscription Term, the Provider shall, at the Client’s expense, provide the Client with reasonable assistance with respect to any legal or other proceedings relating to the execution of any E-Signature Document. The Provider’s obligation under this Paragraph 5 shall be limited to providing reasonable information relating to the use of the E-Signature Services by the Client and the customers of the Client and providing the Client with a copy of the relevant E-Signature Document in the Provider’s possession or control. The Provider shall not be required to assist with or participate in any such proceedings if doing so would place the Provider in a position adverse to any former, current or potential customer, partner or supplier of the Provider or its Affiliates.

6. On termination of the relevant Contract for any reason, the provisions of Clause 16.6(c) shall apply with respect to the ESignature Documents.

SCHEDULE 7

Data Processing Addendum

1. Scope and definitions
1.1 This Data Processing Addendum (“DPA”) is incorporated into the Contract and sets forth the obligations of the parties to ensure compliance with the provisions of the Data Protection Legislation, in relation to all processing of Personal Data for the Services.

1.2 The following definitions apply in this Schedule 7, otherwise terms shall have the meaning given to them in the Contract:
(a) “Controller”, “Processor”, “Data Subject”, “Personal Data,” “Subprocessor” and “Processing” (and “Process”) shall have the meanings given in Data Protection Legislation;
(b) “Criminal Offence Data” means Personal Data concerning criminal allegations, proceedings or convictions;
(c) “Data Protection Legislation” means the Data Protection Act 2018, the UK GDPR (enacted by the Data Protection Act 2018), the Privacy and Electronic Communications (EC Directive) Regulations 2003, and laws and regulations of similar purpose or effect in any relevant jurisdiction, in each case as amended, updated, re-enacted, consolidated or replaced from time to time, and any other applicable data protection laws, regulations and legally binding codes of practice coming into force from time to time which apply to a party relating to the use of Personal Data;
(d) “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data.
(e) “Restricted Transfer” shall have the meaning given it under the Data Protection Legislation;
(f) “Special Category Personal Data” means data relating those certain characteristics which are protected characteristics under the Equality Act 2010;
(g) “Standard Contractual Clauses” means: where the UK GDPR applies, the “International Data Transfer Addendum to the EU Commission Standard Contractual Clauses” issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 (“UK Addendum”); and
(h) “UK GDPR” means the General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).

2. Relationship of the parties
2.1 The parties agree that Provider and Client are separate and independent Controllers of the following Personal Data: business contact information including names, addresses, job titles, telephone numbers, email addresses and bank account information for the purposes of account and client management including, but not limited to, contractual engagement, invoicing and billing and direct B2B marketing. To the extent that Provider and Client are separate and independent Controllers, they shall each comply with their own obligations under Data Protection Legislation.

2.2 The parties agree that Client instructs Provider to Process the Personal Data described in Annex I on its behalf (“Client Personal Data”). In respect of such Processing of Client Personal Data, Client shall be the Controller and Provider shall be a Processor. Provider will Process Client Personal Data on behalf of Client in accordance with Annex 1, and in compliance with Data Protection Legislation including but not limited to the Article 28 of the UK GDPR.

2.3 The parties agree Provider may be a Controller of the means of the Processing of Personal Data for the provision of the Services; for the purposes of Provider’s own products and services; and for Personal Data collected directly from Data Subjects or via any other means other than from the Client for the purposes of the Services or otherwise.

3. Responsibilities of the parties
3.1 Where a party is a Controller under clause 2.2, it shall be responsible for:
a. ensuring Personal Data is not irrelevant or excessive with regard to the purposes for which it is being shared or processed;
b. ensuring the Personal Data it provides to the other party is accurate and up to date;
c. ensuring Special Category Personal Data and Criminal Offence Data is not shared between the parties unless required for the Services;
d. ensuring the rights of Data Subjects are complied with and statutory timescales met, and if one of the Controllers receives a request or inquiry from a Data Subject regarding matters covered by another Controller’s responsibilities, the request shall be forwarded to that Controller without undue delay;
e. ensuring that Personal Data is erased and no longer processed when it is no longer necessary to meet the purpose of the Processing for the Services;
f. ensuring that any Personal Data is securely destroyed when no longer necessary for the purposes of the Services and/or where not required to be retained for a further lawful purpose;
g. ensuring that it has a valid lawful basis under Article 6 (and where required, Article 9) of the UK GDPR for Processing of Personal Data including meeting the right to be informed, the obtaining of consent, and providing of privacy notices if required;
h. ensuring its compliance with the requirement in Article 35 of the UK GDPR on data protection impact assessments. Where a type of Processing in particular using new technologies, and taking into account the nature, scope, context and purposes of the Processing is likely to result in a high risk to the rights and freedoms of Data Subjects, Controllers must, prior to the Processing, carry out an assessment of the impact of the envisaged Processing operations on the protection of Personal Data;
i. complying with their obligation to report a Personal Data Breach without undue delay and no later than 72 hours after becoming aware of the Personal Data Breach to the Information Commissioner’s Office or appropriate supervisory authority and (where applicable) Data Subjects under the Data Protection Legislation, and where reasonable, shall each inform the other party without undue delay of any Personal Data Breach irrespective of whether there is a requirement to notify the Information Commissioner’s Office or any supervisory authority or Data Subject(s);
j. compliance with the requirement for security of Processing in Article 32 of the UK GDPR;
k. providing the other party on written request, a list of relevant Subprocessors, and any intended changes concerning the addition or replacement of Subprocessor(s) where previously agreed in writing between the Parties, and will remain liable for the acts and omissions of its agents, contractors, subcontractors, Subprocessors, employees and members of its group as if they were its own;
l. assisting each other to the extent this is relevant and necessary in order (i) for both parties to comply with their obligations to the Data Subjects; and (ii) to facilitate the handling of any Personal Data Breach in an expeditious and compliant manner; and
m. shall only, and it shall procure that any Processors or Subprocessor(s) shall only, transfer or otherwise Process Personal Data pursuant to this DPA outside United Kingdom (UK) or the European Economic Area where the exporting party complies with Clause 4 below.
3.2 To the extent that Provider processes Client Personal Data, as Processor under clause 2.2 for purposes detailed in Annex I, the following shall apply:

(a) Controller shall not disclose any Special Category Personal Data, Criminal Offence Data or Client Personal Data to Processor unless required for the Services;
(b) the Processor shall Process Client Personal Data as necessary for the purposes set out in Annex I or in accordance with the Controller’s reasonable instructions and shall not Process the Client Personal Data for any other purpose or in any other manner, unless lawful to do so, or so required by English law to which parties are subject;
(c) the Processor shall inform the Controller if, in its opinion, any instruction of the Controller infringes applicable Data Protection Legislation and provide all reasonable information to the Controller that demonstrates compliance by Processor with the Data Protection Legislation;
(d) Processor shall use reasonable endeavours to: (i) ensure that any person that it authorises to Process the Client Personal Data (including Processor’s staff, agents and Subprocessors) (an “Authorised Person”) shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty); (ii) to not permit any person to Process the Client Personal Data who is not under such a duty of confidentiality; and (iii) ensure that all Authorised Persons Process the Client Personal Data as necessary for the purposes set out in Annex I;
(e) Processor shall implement appropriate technical and organisational measures, which may be updated from time to time, to protect the Client Personal Data from accidental or unlawful destruction, loss, alteration, or unauthorised disclosure or access (a “Security Incident”). The Processor shall use reasonable endeavours that such measures and controls ensure a level of security appropriate to: (i) the harm that might result from such unauthorised or unlawful Processing or accidental loss, destruction or damage; and (ii) the nature of the Client Personal Data to be protected;
(f) Controller gives Processor a general authorisation to engage third party Subprocessors to Process Client Personal Data provided that: (i) Processor can provide the Controller with details of such Subprocessors on written request of Controller; (ii) Processor imposes data protection terms on any Subprocessor it appoints that protect the Client Personal Data, in substance, to the same standard provided for in this DPA; (iii) Processor shall provide Authorised Persons with access to the Client Personal Data only as is necessary to enable delivery when Processing for the purposes as set out under Annex I; (iv) Processor remains liable for any breach of this DPA that is caused by a proven negligent act, error or omission of its Subprocessor; and (v) Subprocessor, where required, Process Client Personal Data pursuant to this Schedule 7 outside UK or the European Economic Area (EEA) in compliance with Clause 4 (Restricted Transfers);
(g) Processor shall provide all reasonable assistance to Controller at Controller’s expense, where permitted by law, including without limitation: (i) to enable Controller to respond to any request from a Data Subject to exercise any of its rights under Data Protection Legislation (including its rights of access, correction, objection, and erasure, as applicable); (ii) to enable Controller to respond to any other correspondence, enquiry or complaint received from a Data Subject, regulator, statutory authority or other third party in connection with the Processing of the Client Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to Processor, Processor shall promptly inform Controller, where reasonable, providing details of the same; (iii) to assist with data protection impact assessments and mitigate risks to data protection compliance where relevant to the Services; (iv) meeting the right to be informed where lawfully required; and (v) consulting with supervisory authorities (including the UK Information Commissioner’s Office);
(h) upon becoming aware of a Security Incident concerning Client Personal Data as detailed in Annex I, Processor shall inform Controller without undue delay and shall provide the Controller where reasonable and possible with a description of the Security Incident, and the type of Personal Data that was the subject of the Security Incident, as soon as such information can be collected or otherwise becomes available, as well as reasonable periodic updates to this information and any other information the Controller may reasonably request relating to the Security Incident. All actions taken by Processor will be at the reasonable cost of the party responsible for causing the Security Incident;
(i) the parties agree that during the provision of the Services for the purposes as set out under Annex I, Controller instructs Processor to delete Client Personal Data in accordance with Processor’s policies. Upon termination or expiry of the Services, Processor shall, where reasonable to do so (at Controller’s election and cost), destroy or return to Controller Client Personal Data processed for the purposes set out under Annex I. This requirement shall not apply to the extent (i) that Processor may lawfully retain or use Personal Data, or ii) is required by Applicable Law to retain some or all of the Client Personal Data in which event Processor shall protect the Client Personal Data from any further Processing except to the extent required by such law until erasure is possible; and
(j) the Processor shall allow the Controller, its employees or authorised agents upon reasonable prior written notice to Processor of at least 60 days, reasonable access to any relevant premises, resources and employees of Processor or its Subprocessors where possible, used in connection with the provision of the Services for the purposes set out under Annex I, during normal business hours, to inspect compliance with this DPA during the term of the DPA.

3.3 The parties agree:
(a) when using a third party to provide services to the Client, the Client authorises the Provider to transfer Client Personal Data to the third party as required to provide those services; and
(b) the Client hereby instructs the Provider to carry out marketing activities on the Client’s behalf where required to perform or promote the Services, and to perform or promote other products and services provided by the Provider relevant to the Client or Services. Client warrants that they have a legal right to store its contact base within the Service and that any marketing or other required consents, authorisations and confirmations appended to the contact database or within related products or services provided by the Provider are up to date and correctly ascribed to the email addresses, consumer or property to which they relate, for the duration of the provision of the Services hereunder.
(c) where the Provider acts as a Controller under clause 2.3 the Provider does not act on the instructions of the Client, and the Provider shall determine the means and purpose for Processing of Personal Data.

4. Restricted Transfer
4.1 In the event that Personal Data is transferred outside of the United Kingdom (UK) to a restricted territory (as defined in Data Protection Legislation) under this DPA, parties (or any third party located outside the UK or European Economic Area (EEA) engaged by or on behalf of either party to Process Personal Data as appropriate) shall enter into the Standard Contractual Clauses (“SCCs”) for the Restricted Transfer of Personal Data to a recipient established in third countries adopted by the European Commission decision of EU 2021/914 of 4 June 2021, together with the International Data Transfer UK Addendum in force from 21 March 2022, or alternatively the UK International Data Transfer Agreement or successor or equivalent transfer mechanism approved by a competent authority in the United Kingdom, unless:
(a) that country has an approved adequacy decision granted by the European Commission and adopted by the United Kingdom; or
(b) the exporting party represents and warrants that where it or such third party Processing of the Personal Data is covered by its Processor Binding Corporate Rules, in which case the parties agree that the terms of the Processor Binding Corporate Rules are incorporated into this DPA and Controllers have the right to enforce such Processor Binding Corporate Rules, including a right to compensation in the event that the Processor Binding Corporate Rules are breached.

4.2 Where relying on SCCs and the International Data Transfer UK Addendum or UK International Data Transfer Agreement, a party may subject the exporting party to meet additional safeguards such as the European Data Protection Board supplementary measures recommendations.

4.3 In the event that the Information Commissioner’s Officer or any other relevant supervisory authority decision which authorises the transfer of the Personal Data outside the UK or EEA is held to be invalid or any supervisory authority requires the transfers of Personal Data to be suspended, then parties may, at their discretion, require the exporting party where reasonable to (i) ensure that transfers of Personal Data are forthwith ceased; or (ii) require the exporting party to promptly cooperate to facilitate the use of an alternative data transfer mechanism that will permit parties to continue to benefit from the Services in compliance with applicable Data Protection Legislation.

5. Direct Marketing
5.1 If the parties Process Personal Data for the purposes of B2B direct marketing, each party shall ensure that:
(a) the appropriate consents and/or notices are in place to allow the Personal Data of the Data Subject to be used for the purposes of B2B direct marketing in compliance with the Data Protection Legislation; and
(b) effective procedures are in place where reasonable to allow the Data Subject to “opt-out” from having their Personal Data used for such B2B direct marketing purposes.

6. Term and Termination
6.1 This DPA will remain in full force and effect so long as:
(a) the Contract remains in effect; or
(b) either party retains any of the Personal Data related to the Contract in its possession or control.
6.2 Any provision of this DPA that expressly or by implication should come into or continue in force on or after termination of the Contract in order to protect the Personal Data will remain in full force and effect.
6.3 Client’s failure to comply with the terms of this DPA is a material breach of the Contract. In such an event, in accordance with clause 16 of the Contract, the Provider may terminate the Contract or any part of it by written notice to the other party without further liability or obligations to the other party.
6.4 If a change in any Data Protection Legislation prevents either party from fulfilling all or part of the Contract, the parties may agree to suspend the Processing of the Personal Data until that Processing complies with the new requirements. If the parties are unable to bring the Personal Data Processing into compliance with the Data Protection Legislation within 60 days, either party may terminate the Contract immediately or within 30 working days on written notice to the other party.

7. Changes to the Applicable Law
If any change in Data Protection Legislation results in this DPA no longer containing adequate provisions for the parties’ protection, the parties shall negotiate in good faith to review the DPA in the light of the new or changed legislation.

8. Limitation of Liability
Limitation of liability is as detailed within the Contract.

9. Authorised Entities
To the extent that Client enters into this DPA for the benefit of an Authorised Entity, and such Authorised Entity is the Controller of the Personal Data processed by Provider pursuant to the Contract, the following terms shall apply:
9.1 Client warrants that it is authorised to represent the Authorised Entity and is entering into this DPA on the Authorised Entity’s behalf;
9.2 A reference in this DPA to ‘Client’ shall be construed as meaning:
(a) Client, to the extent it is itself a Controller of Personal Data processed by Provider pursuant to the Contract; and
(b) each Authorised Entity that is a Controller of Personal Data processed by Provider pursuant to the Contract (“Authorised Entity Data”) as such Authorised Entity is represented by the Client;
9.3 Any instructions, whether such instructions are set out in the Contract, the DPA or otherwise, from the Client to Provider in relation to Authorised Entity Data (“Instructions”) shall reflect the instructions of the relevant Authorised Entity and Provider shall be entitled to act on such Instructions as if they had been received directly from such Authorised Entity;
9.4 Client in entering into this DPA, acts on the instructions of the Authorised Entity and has the necessary authorisations and consents to make decisions in relation to the Processing of any Personal Data of an Authorised Entity processed by the Provider pursuant to the Contract, including under the terms of this DPA;
9.5 Client shall procure that each Authorised Entity:
(a) Complies with the obligations of the Client under this DPA as if the Authorised Entity were the Client; and
(b) Exercises any audit right, right to receive information and rights to assistance under this DPA through the Client that is a party to the Contract and shall not itself exercise such rights.
9.6 Client indemnifies the Provider from and against all Losses suffered or incurred by the Provider with respect to the Processing of any Personal Data for which an Authorised Entity is the Controller, where such Processing is carried out on and in accordance with the instructions of Client, including in accordance with its obligations under the Contract and provided that this indemnity shall not apply to Losses incurred by the Provider to the extent they arose as a direct result of the negligent act or omission or breach of the Contract by the Provider.

Annex I – Data Processing Description
Categories of Data Subjects:
Client and Authorised Entities’ customers and potential customers.

Types of Personal Data:
Any Personal Data provided to Provider for the Purposes of the Processing as set out below in this Annex I.

Sensitive data (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures:

Any Special Category Personal Data or Criminal Offence Data as required to be processed for the Purposes of the Processing as set out here below in this Annex I.

Purpose(s) of the Processing:
Where acting on the instructions of the Client for the performance of providing a customer relationship management solution incorporated as part of the Services under this Contract.

The period for which the Personal Data will be retained, or, if that is not possible, the criteria used to determine that period:
Subject to any terms within the Contract, lawful business purpose or compliance with English Applicable Law, the duration of the Contract and up to 90 days thereafter.

SCHEDULE 8

Acceptable Use Policy

1. The Client shall not access, store, distribute or transmit any Viruses, or any material during its use of the Services that:
1.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
1.2. facilitates illegal activity;
1.3. depicts sexually explicit images;
1.4. promotes unlawful violence;
1.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
1.6. is otherwise illegal or causes damage or injury to any person or property, and the Provider reserves the right, without liability to the Client or prejudice to its other rights, to disable the Client’s access to any material that breaches the provisions of this paragraph 1.

2. The Client shall not:
2.1. except as permitted by law or as necessary to access and use the Services in accordance with the Contract:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Alto Services or Documentation (as applicable) in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or
(c) access all or any part of the Services and Documentation to build a product or service which competes with the Services or the Documentation; or
(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services 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 expressly permitted under the Conditions.

3. The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any unauthorised access or use, promptly notify the Provider.

SCHEDULE 9

Referral Services via Alto

1. Definitions
1.1 The following additional definitions shall apply to this Schedule 9:
(a) “Alto Product Provider” means the provider of the relevant Referral Service;
(b) “End Customer” means the Client’s customers who are purchasing or selling a Property;
(c) “End Customer Data” means personal data (as defined in the Data Protection Legislation) of the End Customer;
(d) “Property” means a residential property;
(e) “Referral Fee” means the fees payable by the Provider set out in each Annex for the relevant Referral Services; and
(f) “Referral Services” means services delivered by Alto Product Providers available via the Alto Service from time to time.

2. The Referral Services
2.1 The Client has access to the Alto Service under this Contract. This Schedule 9 applies where the Client has elected to use the Referral Services made available through the Alto Service.

2.2 The Client may submit End Customer Data to the Alto Service to allow End Customers to be introduced to an Alto Product Provider, in return for a Referral Fee payable in accordance with paragraph 5 and the conditions set out in each Annex.

2.3 The Provider has no liability whatsoever to the Client for any acts or omissions of any Alto Product Provider.

3. End Customer Data
3.1 The Client agrees that it is solely responsible for ensuring it has appropriately backed up and has copies of all End Customer Data provided to the Provider, and is able to access such End Customer Data via an alternative means if necessary.

3.2 The Client warrants that it has all the necessary consents and authority to process, access and take copies of and retain copies of any End Customer Data or information, including the right to share the End Customer Data with the Provider and for the Provider to share it with relevant Alto Product Providers, and shall provide evidence of such consent(s) or other lawful basis to Provider on request.

4. The Client indemnifies the Provider, its Affiliates, and their respective directors, officers, employees, agents, Subprocessors and subcontractors against all Losses arising out of or in connection with any claim by a third party in relation to the Provider’s processing of End Customer Data in accordance with this Contract.

5. Referral Fee
5.1 The Referral Fee shall only be paid by the Provider to the Client, where the Client has provided all required information requested by the Provider in the Alto Service (“Referral Information”) and only in respect of a Completed Transaction

5.2 The Client is responsible for (i) ensuring all Referral Information is accurate and complete; and (ii) updating the Referral Information when necessary, including in order to comply with Annex 2 of this schedule.

5.3 The Provider has no liability whatsoever to the Client for inaccuracies in or use of the Referral Information.

5.4 The relevant Referral Fee shall be paid by the Provider to the Client in accordance with the Annex applicable to the relevant Referral Service. For the avoidance of doubt, the Referral Fee is only payable where the Referral Service is contained in an Annex.

5.5 Unless otherwise expressly provided in this Contract, all amounts referred to in this Contract are exclusive of VAT which, where chargeable by the Client, shall be payable by the Provider at the rate and in the manner prescribed by Applicable Law. All other taxes, duties, customs or similar charges shall be the responsibility of the Client.

5.6 Unless otherwise agreed in writing between the parties, the Provider must pay each valid and proper VAT invoice within 60 days of the date on which the Provider receives it (“Due Date”). If the Provider disputes any invoice in good faith, it shall be entitled to withhold payment of the disputed amount pending resolution of the dispute but shall pay the undisputed amount in accordance with the terms of this paragraph 5.6.

5.7 Unless the Provider disputes an invoice on reasonable grounds, the Client may charge interest on all sums outstanding beyond the Due Date of the relevant invoice. Such interest shall be charged from the Due Date until the date of payment (including after any judgement has been obtained) at the rate of 2% per annum above the base lending rate of the Bank of England for the time being.

Annex 1
Referral Fees for Conveyancing Services

Provision of legal conveyancing services to End Customers (“Conveyancing Services”).
Client will be entitled to a Referral Fee (as set out below) in respect of each Completed Transaction (defined as means the completion of the purchase of the Property by the End Customer using the Conveyancing Services).

Referral Fee for Conveyancing Services
Referral Fee
£200 per Completed Transaction or such referral fee as selected by the Client through its account.

Payment Terms
Invoices will be raised on a monthly basis and, subject to Client agreeing to self-billing terms in the Alto Services (as set out at Annex 2), will be done via self-billing.

Each month, the Alto Service will generate an invoice for the Client based on the number of Completed Transactions which have occurred in that month. The invoice generated will be from the Client to the Provider for payment.

The invoice will be sent to Client via email.

The Provider will pay the invoice in accordance with the provisions of paragraph 5 of Schedule 9.

Annex 2
Self Billing Terms

In order to satisfy HM Revenue and Customs requirements, the Client agrees to the following self billing declaration.

1. This self billing declaration is valid for the Subscription Term and the Provider agrees to issue self-billing invoices for the Subscription Term.
2. The Client will not issue VAT invoices in respect of any transactions covered under the Contract.
2. The Client agrees that the Provider can issue self-bill invoices in respect of transactions covered by its self-billing arrangement under the Contract.
3. The Client agrees to provide the Provider with the Client’s VAT registration number when requested by the Provider.
4. The Client must update any changes in its VAT registration position on its user page. These changes might be, for example:
• The Client VAT registration number is cancelled by HMRC
• The Client cancels its VAT Registration
• The Client is issued with a new VAT number
5. The Provider agrees to complete self-billing invoices showing the Client’s name, address and VAT registration number, together with all other details which constitute a full VAT invoice.
6. The Provider agrees to make a new self-billing agreement in the event that the Client VAT registration number changes.
7. The Provider agrees to inform the Client if the issue of self-billed invoices will be outsourced to a third party.

Prospect Opt-in