Supplier
My Rental Accounts Limited
Incorporated and registered in England and Wales with company number 14959031 whose registered office is at:
c/o Thandi Nicholls Ltd
Creative Industries Centre
Glaisher Drive
Wolverhampton
West Midlands
United Kingdom
WV10 9TG
Customer
The customer is defined as you and any entity or firm you are authorised to represent.
Effective Date
From the date registration is completed in full.
Contract Period
The period covers a personal tax year, eg from 6th April to the following 5th April. Your subscription continues for the period covered by the subscription fee paid.
Notice Period
30 days
Number Of User Subscriptions
One subscription per fully registered customer.
Subscription Fees
The subscription is based on the pricing of your selected options. The pricing details and any other relevant terms of your subscription are explained when you select your options during the registration process and adding additional bank accounts. We may update or amend the pricing options from time to time. The terms of the pricing options form part of these terms. As with any other changes to our terms, changes to the pricing options will not apply retrospectively. Any changes to the pricing options will be notified via email.
Payment Terms
Payments to be made in advance in respect of each Contract Period.
1. Interpretation
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly.
Confidential Information: any information concerning the business, affairs, customers, clients or suppliers of a party or of any member of the group of companies to which it belongs.
Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf, for the purpose of using the Services or facilitating the Customer’s use of the Services.
Documentation: the document made available to the Customer by the Supplier online via the Platform which sets out a description of the Services and the user instructions for the Services.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not the Supplier) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
Normal Business Hours: 9.00 am to 4.00 pm local UK time, each Business Day.
Platform: the Supplier’s platform at https://app.myrentalaccounts.com/ or such other web address notified by the Supplier to the Customer from time to time.
Services: the subscription services provided by the Supplier to the Customer under this agreement via the Platform or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Term: the term of this agreement.
Support Services Policy: the Supplier’s policy for providing support in relation to the Services as made available on the Platform.
User Subscriptions: the user subscriptions purchased by the Customer pursuant to this agreement which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.
1.2 Clause headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written excludes fax but not email.
1.10 References to clauses are to the clauses of this agreement.
2. User subscriptions
2.1 Subject to the Customer paying the Subscription Fees and complying with the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer’s internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for their use of the Services and Documentation and shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier within 5 Business Days of the Supplier’s written request at any time or times;
(e) it shall permit the Supplier or the Supplier’s designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer’s data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(f) if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier’s other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) if any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier’s other rights, the Customer shall pay to the Supplier an amount equal to such underpayment within 10 Business Days of the date of the relevant audit.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer’s access to any material that breaches the provisions of this clause.
2.4 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 21.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) introduce or permit the introduction of, any Virus or Vulnerability into the Services or the Supplier’s network and information systems.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Additional Users
3.1 The customer may choose to invite an advisor to assist with data processing on the platform.
3.2 The customer is solely responsible for any data processing carried out by the invited user.
3.3 The customer is responsible for ensuring that the invited user’s access is removed from the platform if they are no longer authorised by the customer to access the data.
3.4 The customer is responsible for ensuring that any invited user complies with all applicable data security requirements when accessing or processing data on the platform. The customer must ensure that invited users implement appropriate technical and organisational measures to protect the data against unauthorised access, disclosure, alteration, or loss. The platform provider accepts no liability for any security incident arising from the actions or omissions of an invited user.
4. Services
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.
4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance to which the customer will receive an email notification.
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours’ notice in advance.
4.3 The Supplier will, as part of the Services, provide the Customer with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.
5. Data Protection
5.1 The following defined terms are used in this clause:
(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
(d) UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
5.2 Each party will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.3 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Supplier is the Processor. The scope, nature and purpose of processing by the Supplier, the duration of the processing and the types of Personal Data and categories of Data Subject is set out in the PRIVACY POLICY.
5.4 Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement.
5.5 Without prejudice to the generality of clause 5.2, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
(a) process that Personal Data only on the documented written instructions of the Customer unless the Supplier is required by Domestic Law to otherwise process that Personal Data. Where the Supplier is relying on Domestic Law as the basis for processing Personal Data, the Supplier shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Supplier from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) assist the Customer, at the Customer’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(f) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and
(g) maintain complete and accurate records and information to demonstrate its compliance with this clause 5 and allow for audits by the Customer or the Customer’s designated auditor and immediately inform the Customer if, in the opinion of the Supplier, an instruction infringes the Data Protection Legislation.
5.6 The Customer provides its prior, general authorisation for the Supplier to:
(a) appoint processors to process the Personal Data, provided that the Supplier:
(i) shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on the Supplier in this clause 5;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Supplier; and
(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes.
(b) transfer Personal Data outside the UK/EEA as required for the purposes of this agreement, provided that the Supplier shall ensure that all such transfers are effected in accordance with Data Protection Legislation.
6. Third party providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. The Supplier makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website.
7. Supplier’s obligations
7.1 The Supplier shall perform the Services substantially in accordance with the Documentation and with reasonable skill and care.
7.2 The Supplier’s obligations at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier’s instructions. If the Services do not conform, the Supplier will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly.
7.3 The Supplier does not warrant that the Customer’s use of the Services will be uninterrupted or error-free, or that the Services will meet the Customer’s requirements.
7.4 This agreement shall not prevent the Supplier from entering into similar agreements with third parties.
7.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations.
7.6 The Supplier shall follow its standard archiving procedures for Customer Data. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavours to restore the data from the latest back-up.
8. Customer’s obligations
8.1 The Customer shall provide the Supplier with all necessary co-operation and access to such information as may be required. The Customer shall comply with all applicable laws and regulations and carry out its responsibilities in a timely manner. The Customer shall ensure that Authorised Users use the Services in accordance with this agreement.
8.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for its legality, reliability, and accuracy.
9. Charges and payment
9.1 The Customer shall pay the Subscription Fees to the Supplier in accordance with the Payment Terms.
9.2 If the Supplier has not received payment on the due date, the Supplier may disable the Customer’s password and account.
9.3 All amounts are payable in pounds sterling, are non-cancellable and non-refundable, and are exclusive of value added tax.
9.4 The Supplier shall be entitled to increase the Subscription Fees upon any anniversary of the Effective Date with 30 days’ prior notice.
9.5 Any increase in the Subscription Fee will be notified via email.
10. Proprietary rights
10.1 The Customer acknowledges that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation.
10.2 The Supplier confirms that it has all necessary rights to grant the rights under this agreement.
11. Confidentiality
11.1 The provisions of this clause shall not apply to any Confidential Information that is or becomes generally available to the public or was available on a non-confidential basis before disclosure.
11.2 Each party shall keep the other party’s Confidential Information secret and confidential.
11.3 A party may disclose Confidential Information to its Representatives who need to know such information for the Permitted Purpose.
11.4 A party may disclose Confidential Information to the extent required by law or regulatory authority.
12. Indemnity
12.1 The Customer shall indemnify and hold harmless the Supplier against claims arising out of or in connection with the Customer’s use of the Services.
12.2 The Supplier shall defend the Customer against any claim that the Customer’s use of the Services infringes any patent, copyright, or trade mark effective as of the Effective Date.
13. Limitation of liability
13.1 The Customer assumes sole responsibility for results obtained from the use of the Services. The Services and Documentation are provided on an “as is” basis.
13.2 Nothing in this agreement excludes the liability of the Supplier for death or personal injury caused by negligence or for fraud.
13.3 The Supplier shall have no liability for any loss of profits or indirect loss. The Supplier’s total aggregate liability shall not exceed the sums paid to the Supplier by the Customer in the preceding twelve months.
14. Term and termination
This agreement shall commence on the Effective Date and shall continue until the contract period ends, unless renewed by the customer.
14.1 The Customer is required to make payment in advance. If the Customer does not renew, access will terminate automatically at the end of the Contract Period.
14.2 Either party may terminate this agreement with immediate effect in the event of a material breach or insolvency of the other party.
14.4 On termination, all licences shall immediately terminate and the Customer shall cease all use of the Services.
15. Force majeure
Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in performance if such delay results from events beyond its reasonable control.
16. Variation
No variation of this agreement shall be effective unless it is in writing and approved by the parties.
17. Waiver
17.1 A waiver of any right or remedy is only effective if given in writing.
17.2 A delay or failure to exercise any right shall not waive that right.
18. Rights and remedies
The rights and remedies provided under this agreement are in addition to any rights provided by law.
19. Severance
19.1 If any provision is or becomes invalid, it shall be deemed deleted without affecting the rest of the agreement.
20. Entire agreement
1.1 This agreement constitutes the entire agreement between the parties and supersedes all previous agreements.
1.2 Each party acknowledges it does not rely on any statement not set out in this agreement.
21. Assignment
Neither party shall, without the prior written consent of the other party, assign or transfer its rights under this agreement.
22. No partnership or agency
Nothing in this agreement is intended to create a partnership between the parties or authorise either party to act as agent for the other.
23. Third party rights
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999.
24. Notices
24.1 Any notice shall be in writing and sent by email to the address agreed by the parties.
24.2 Any notice shall be deemed to have been received at the time of transmission.
25. Governing law
This agreement shall be governed by and interpreted in accordance with the law of England and Wales.
26. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.