LandlordNanny.com Subscription Agreement

These are the terms on which You can obtain access to and make use of LandlordNanny.com as provided by the NannyGroup Limited of 19 Acorn Business Centre, Livingstone Way, Taunton Somerset, TA2 6BD ("NannyGroup").

If You wish to use LandlordNanny.com on the terms set out below, please click the “I accept” button below, to acknowledge acceptance of these terms. These terms will then govern any use which You make of LandlordNanny.com.

If You do not accept the terms and conditions laid down in this Agreement, please do not use or subscribe to the Service.

Particular attention is drawn to the following sections of the Agreement:

• 4. Permitted Activities
• 5. Prohibited Activities
• 7. Limitation of Liabilities
• 12. Term and Termination

DEFINITIONS:

In this Agreement the following terms will have the following meanings:

Access Code the means of access via usernames and/or passwords to the Service as described in Clause 3.3 below;

Data the information contained on LandlordNanny.com;

Data Provider the owners of the copyright in the Data on LandlordNanny.com which may be NannyGroup and/or third parties;

Extract material that is downloaded by You or anyone else using Your Access Code from LandlordNanny.com;

Intellectual Property Rights all copyrights, patents, registered and unregistered design rights, database rights, topography rights, trademarks and service marks and applications for any of the foregoing, together with all trade secrets, know-how, rights to confidence and other Intellectual Property Rights in all parts of the world;

Internet Service Provider service provider for dial-up, leased line or ISDN access to the Service via the Internet;

Netiquette generally accepted standards of conduct relating to use of the Internet including, without limitation, not sending SPAM (unsolicited mass e-mail), not impersonating another person, and not misrepresenting oneself to have authorisation from another person when one does not.

Order Form the section of the LandlordNanny.com website in which details of the Service required and modality of payment are to be selected by You from the options set out in www.LandlordNanny.com/services.php

Service the provision of access to the normal landlord information and assistance services provided on LandlordNanny.com as set out in more detail at www.LandlordNanny.com/services.php ;

Software all software and any electronic user interface provided by NannyGroup to You in connection with the Service;

Staff Your employees or other representatives who are entitled to bona fide access to the Service for reasons linked to Your activities;

Start Date the date from which the Access Code is operative;

Subscription Fee(s) the fees payable for usage of the Service as indicated on the Order Form;

You the person, company, organisation, institution or other corporate body subscribing to the Service and whose details are set out in the Order Form.

1. LICENCE

1.1 In consideration of payment of the Subscription Fee, NannyGroup, with effect from the Start Date, grants to You and, subject to Clause 1.4 below, to Staff a non-exclusive, non-transferable licence to use the Service in accordance with the terms hereof.

1.2 You will be responsible for all use of the Access Code both financially and legally.

1.3 Where You make acknowledgements, give undertakings, or undertake liabilities under this Agreement, You do so for Yourself and Staff and where limitations or exclusions are imposed on You under this Agreement, You accept that these will bind both You and Staff as if You were one entity. You warrant that You are authorised to agree to this Clause by Staff.

1.4 It is a condition of use of the Service by Staff that:-

NannyGroup shall have no liability whatsoever to the You or Staff in respect of any type of loss, damage, expense incurred as a direct or indirect consequence of such use by any such Licensed User; and

1.5 Where You are a Company or partnership, the person entering the details in the Order Form and thereby accepting this Agreement represents that s/he is authorised by You to accept this Agreement for and on behalf of You, and to bind You thereby.

2. PAYMENT

2.1 Payment of all Services provided directly from the NannyGroup will be made via a credit card transaction.

2.2 NannyGroup may increase its charges at any time at least 12 months after the Start Date by giving You at least 3 months' written notice.

2.3 You will be responsible for the charges relating to any use of Your Access Code and all Extracts.

3. SERVICE ACCESS AND CONTENT

3.1 Where access to LandlordNanny.com is provided online the Service will normally be available 24 hours a day throughout the subscription period. The normal availability of the Service may be varied on occasions of which NannyGroup will give You not less than 48 hours' notice. NannyGroup reserves the right to suspend the Service temporarily and without notice for reasons beyond its control.

3.2 NannyGroup reserves the right to make modifications or improvements to the Service and will make every reasonable effort to give You notice of such changes.

3.3 NannyGroup shall allocate to You any necessary Access Code. Only that Access Code may be used by You to access the Service. NannyGroup reserves the right to change Your Access Code at any time and shall notify You of such changes forthwith.

3.4 You shall pay for all usage of the Service provided online which accrues under usernames and/or passwords allocated as part of Your Access Code. Responsibility for limiting usage to any level indicated on the Order Form remains with You.

3.5 You shall pay all third party telecommunications or Internet service charges incurred by You connecting through the telecommunications network in order to access the Service.

3.6 NannyGroup is not responsible for the content of postings or other information provided by members of the public. Any information or advice provided by NannyGroup is provided in good faith but is not a substitute for appropriate legal advice.

3.7 You should not base any decisions on the material that You find on this website without verifying the accuracy thereof independently.

3.8 NannyGroup does not accept any liability to any person in relation to any material provided on this website or otherwise, whether originated by members of the public or by NannyGroup itself. It is a condition of Your use of LandlordNanny.com that You agree that You will not make any claim against NannyGroup or any of its personnel in respect of any content on this website.

4. PERMITTED ACTIVITIES

4.1 You may extract from and transmit the information You locate on LandlordNanny.com subject to existing legislation, and to You clearly acknowledging the source and ownership of the copyright in the extracted data.

4.2 You agree and acknowledge that one or more Data Providers may have a proprietary interest in parts of the Service, and You agree not to remove, conceal or obliterate any copyright or other proprietary notices included in the Data.

4.3 You may make such temporary local electronic copies, by means of caching or mirrored storage, of all or part of the Data as is necessary to ensure efficient of the Service use by Staff provided that such use is subject to all the terms and conditions of this Agreement.

5. PROHIBITED ACTIVITIES

5.1 Except as permitted by law, and as permitted expressly by Clause 4 of this Agreement, You shall not Yourself, nor allow any third party to duplicate or otherwise reproduce in whole or in part the Service or any part thereof.

5.2 You acknowledge that You may only use the Service for lawful purposes. You warrant that:-

• You shall not knowingly use the Service to receive or transmit material that is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right, or otherwise unlawful or in breach of Netiquette.
• its account is to be used by a single user only (unless otherwise agreed) and that You will not allow simultaneous access using the same login;
• You will keep the Access Code secure and not let it become public knowledge;
• if the Access Code becomes known to any other unauthorised user You will inform NannyGroup immediately.

5.3 Any breach of these warranties or obligations shall entitle NannyGroup immediately to terminate the Service to You. You will keep the Access Code secure and not let it become public knowledge;

5.4 You hereby indemnify and agree to keep NannyGroup fully and effectually indemnified from and against any and all losses, costs, actions, proceedings, claims, damages, expenses, including reasonable legal costs and expenses, or liabilities whatsoever suffered or incurred directly by NannyGroup in consequence of Your breach or non-observance of these terms and conditions. You shall defend and pay all costs, damages, awards, fees (including any reasonable legal fees) and judgments, awarded against NannyGroup arising from the above claims and shall provide NannyGroup with notice of such claims, full authority to defend, compromise or settle such claims and reasonable assistance necessary to defend such claim, at Your sole expense.

6. YOUR GENERAL RESPONSIBILITIES

6.1 You will take all reasonable steps to ensure that the Service is used in accordance with the terms and conditions of this Agreement.

6.2 You agree to indemnify NannyGroup for losses and expenses incurred by NannyGroup which arise out of any misuse of the Service by You or any misuse by any third party, where such misuse occurs as a result of breach by You of this Agreement.

6.3 You agree that You are in a better position to foresee and evaluate any loss You may suffer in connection with this Agreement and that the fees payable to NannyGroup have been calculated on the basis of limitations and exclusions in Clause 7 below and that it is Your responsibility to effect such insurance as You consider necessary in respect of such loss having regard to Your particular circumstances and the terms of Clause 7 below.

6.4 You undertake to take all reasonable steps to prevent unauthorised access to the Service including usage beyond the limits indicated on the Order Form.

6.5 You are responsible for ensuring that Your hardware and software are capable of accessing the Service. You are responsible for making regular backup copies of the contents of the hard disks of any computer on which the Service is being installed or used. You are advised to use appropriate anti-virus software when accessing the Service. NannyGroup is not responsible for the availability of access to or links from the Service.

7. LIMITATION OF LIABILITIES

7.1 NannyGroup warrants that it owns or has obtained all necessary rights to grant this licence.

7.2 The Service is supplied to You on an "as is" basis and neither the Data on LandlordNanny.com nor the Software or the website nor any part thereof has been written to meet Your individual requirements. It is Your sole responsibility to satisfy Yourself prior to entering this Agreement that the Service will meet Your requirements and be compatible with Your hardware/software configuration. NannyGroup makes no warranty or representation in that respect and no failure of any part or the whole of the Service to be suitable for Your requirements shall entitle You not to accept the same or give rise to any right or claim against NannyGroup.

7.3 NannyGroup will have no liability of any kind for interruptions to the Service arising directly or indirectly from:-

• interruptions to the flow of data to or from LandlordNanny.com and other portions of the internet;
• changes to the server hosting LandlordNanny.com (including the implementation of any necessary upgrades and operating system patches) and other housekeeping tasks which need to be carried out;
• changes, updates or repairs to the network or software which NannyGroup uses as a platform to provide the Service
• the effects of the failure or interruption of services provided by an Internet Service Provider or any other third parties;
• factors outside of NannyGroup’s reasonable control ;
• any actions or omissions of You (including, without limitation, breach of Your obligations set out in this Agreement) or of any third parties ;
• Your equipment and/or third party equipment.
• the effects of the failure or interruption of services provided by third parties.

7.4 Whilst NannyGroup makes all reasonable attempts to exclude viruses from LandlordNanny.com, it cannot ensure such exclusion and no liability is accepted for viruses.

7.5 NannyGroup is not liable for any indirect loss, consequential loss, loss of profits, goodwill or data howsoever arising suffered by You and arising in any connection with this Agreement, whether or not the possibility of such loss has been discussed by the parties pre-contract.

7.6 Save where such liability arises out of breach of the warranty contained in Clause 7.1, NannyGroup will have no liability for any liability which You may have to any third party.

7.7 NannyGroup makes no express representations or warranties which are to the effect that LandlordNanny.com is free of errors or omissions and You shall not base any commercial decisions on the Data without independent verification of the Data.

7.8 NannyGroup's aggregate maximum liability to You in respect of any direct loss (or any other loss to the extent that such loss is not excluded by Clauses 7.2 -7.7 above or otherwise) whether such claim arises in contract or in tort shall not exceed a sum equal to £100,000.

7.9 None of the clauses above shall apply so as to restrict liability for death or personal injury resulting from the negligence of NannyGroup or its appointed agents.

8. THIRD PARTY AGREEMENTS AND ADDITIONAL SERVICES

8.1 You may enter into agreements with third parties whose details You find on LandlordNanny.com. NannyGroup will have no involvement in or liability in respect of these agreements and You are advised to take proper independent legal advice in respect of any such agreements.

8.2 Additional Services are available from LandlordNanny.com, details and the costs of which appear at www.landlordnanny.com/services.php

9. CONFIDENTIALITY AND COOKIES

9.1 NannyGroup shall use all reasonable endeavours to ensure that no servant or agent of NannyGroup shall, without Your consent, disclose to any third party confidential information relating to Your use of the Service.

9.2 NannyGroup may send a small file to Your computer when You visit LandlordNanny.com. This will enable NannyGroup to identify Your computer, track Your behaviour on LandlordNanny.com and to identify Your particular areas of interest so as to enhance Your future visits to LandlordNanny.com. NannyGroup may use cookies to collect and store personal data and NannyGroup may link information stored by cookies with personal data which You supply to NannyGroup. You can set Your computer browser to reject cookies but this may preclude Your use of certain parts of LandlordNanny.com.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 You acknowledge that You obtain no copyright or other right in the nature of copyright or any other Intellectual Property Right whatsoever in the Service or LandlordNanny.com or in the Software, Data or any Extract by virtue of this Agreement.

10.2 The copyright owners retain title and ownership of the original and all copies of the Data regardless of the form or media in or on which the original or other copies may exist. This Agreement is not a sale of the original or any copy, and nothing contained in this Agreement shall be construed as granting or otherwise transferring to You any copyright or ownership interest whatsoever in the Data.

11. TITLE AND ASSIGNMENT

11.1 Neither this Agreement nor any of Your rights and obligations hereunder may be assigned, transferred, charged, sub-licensed, delegated or disposed of in whole or in part on a temporary or a permanent basis without the prior written consent of NannyGroup.

12. TERM AND TERMINATION

12.1 Either party may terminate this Agreement by giving at least [30] days' written notice to expire on any anniversary of the Start Date. No refund of any unused element of a Subscription Fee shall be due on termination.

12.2 NannyGroup may terminate this Agreement at any time immediately by written notice to You in the event of an irremediable breach by You of this Agreement, or after You, in NannyGroup's reasonable opinion, have failed to remedy a remediable breach of this Agreement within 14 days of being given notice to do so. No refund of any unused element of a Subscription Fee shall be due on termination.

12.3 NannyGroup may terminate this Agreement immediately on written notice if an agreement between the provider between NannyGroup and of one or more of the content providers on which LandlordNanny.com depends is terminated. In this event, NannyGroup shall promptly make a pro rata refund to You of any monies paid by You for the Service, which have not been exhausted.

12.4 In the event of termination of this Agreement, You shall cease to have access to or any rights or licence in respect of any part of the Service.

12.5 Termination of this Agreement shall be without prejudice to the parties' other rights or remedies.

13. GENERAL

13.1 Force Majeure

Neither party shall be liable for any loss suffered by the other or be deemed to be in default for any delays or failures in performance (other than failure to make payments) hereunder resulting from acts or causes beyond its reasonable control.

13.2 No Waiver

Any delay or forbearance by NannyGroup in enforcing any provisions of this Agreement or any of its rights hereunder shall not be construed as a waiver of such provision or right thereafter to enforce the same.

13.3 Entire Agreement

This written Agreement and the Order Form constitute the entire agreement between the parties hereto.

13.4 Severability

If any provision of this Agreement or part thereof shall be void for whatever reason, it shall be deemed deleted and the remaining provisions shall continue in full force and effect..

13.5 Variations

This Agreement may only be varied in writing by means of a variation of its clauses signed by both parties.

13.6 Notices

Any notice given pursuant hereto may be served personally or sent by pre-paid registered letter or recorded delivery to the addresses given herein. Such notice shall be deemed to have been duly served upon and received by the addressee, when served personally, at the time of such service or, when posted, 48 hours after the envelope or wrapper containing the same shall have been put into the post correctly addressed and pre-paid. Notice of termination may also be given by email but such notice will only be deemed effective once an email acknowledging receipt has been received from the other party.

13.7 Governing Law

This Agreement shall be governed by the laws of England and Wales and the parties thereto submit to the non-exclusive jurisdiction of the Courts of England and Wales.

Updated 30/05/08