The Terms below set out the basis on which we will provide the System and the Services to you. You must read the Terms carefully. You will be deemed to have accepted these Terms upon clicking the button to complete your registration.
1. DEFINITIONS
1.1 In these Terms, the following words shall (unless the context otherwise requires) have the following meanings:
- Intellectual Property: all intellectual property rights including without limit all copyright, design rights, registered designs, patents, trademarks and service marks and database rights together with the right to register, protect and exploit the same anywhere in the world;
- Party: you and us;
- Services: the property management services offered and accessed from time to time via the System;
- System: the online property management service provided by us to you under the name SmartPropertyManager.com;
- Terms: these terms and conditions;
- us, we, our, Company: iSmart Technology Limited;
- your, you, Customer: the organisation or person requiring the System having completed the registration process and agreed to these Terms;
- Virus: any virus, malicious code, trojan horse and/or worm;
- Affiliate Partner: an individual or organisation which is authorised to earn introducer commission from services provided by us;
2. OUR OBLIGATIONS
2.1 Subject to these Terms, we will:
2.1.1 provide you with access and use of the System and the Services provided via the same;
2.1.2 use all reasonable endeavours to provide the System without interruption.
2.2 We hereby grant you a non-exclusive licence to use the System for the purpose of enabling you to maintain and manage your own property portfolio only.
3. YOUR OBLIGATIONS
3.1 You will adhere to our Usage Policies.
3.2 You are responsible for the cost of all telephone or broadband services and charges you incur while using the System including without limit any bandwidth charges.
3.3 You agree that you will:
3.3.1 comply with any reasonable instructions or directions issued by us from time to time in respect of the System and the Services;
3.3.2 conform to such protocols and standards as are issued from time to time in respect of the use of the internet or the Services;
3.3.3 fully indemnify us against any costs and claims from any third party resulting from your acts or omissions in respect of the System; and
3.3.4 comply with all applicable legislation (including but not limited to matters arising under the Data Protection Act 1998);
3.3.5 not reveal any passwords or login details to any other person.
3.4 You agree that you will not (and you will ensure that your employees, agents and sub-contractors do not):
3.4.1 use the System and Services for any unlawful purpose or in contravention of any English or other law. This includes but is not limited to:
(a) any act or omission which will or is likely to infringe the Intellectual Property of a third party;
(b) the transmission, display, downloading or uploading of any material or text which is or is likely to be construed as defamatory, offensive, abusive, obscene or which will or is likely to cause unnecessary anxiety or inconvenience to a third party;
(c) use of the System and Services in any way which is or is likely to violate or infringe the rights of any individual or organisation;
(d) use the System the Services in anyway that will or is likely to make excessive use of our network (including but not limited to spamming).
3.4.2 upload, transmit or otherwise transfer to or from the System any Virus.
3.5 You acknowledge and accept that:
3.5.1 all Intellectual Property in the System and the Services vests in and belongs to us. We acknowledge and accept that all data uploaded by you to the System belongs to you;
3.5.2 you are responsible for retaining a copy and backup of all data uploaded to the System on a regular basis. We are not responsible for any loss and/or corrupted data howsoever caused;
3.5.3 whilst we will use our reasonable efforts to maintain the System and the Services, you acknowledge that we are dependent upon third parties for the hosting of the System. We shall not be liable for any downtime, accessibility problems and/or loss or corruption of data.
4. LIABILITY
4.1 SAVE AS REQUIRED BY LAW WE DO NOT WARRANT THE SYSTEM OR THE SERVICES (OR ANY OF THEM) AGAINST FAILURE OF PERFORMANCE. WE DISCLAIM AND YOU WAIVE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE EQUIPMENT, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY OBLIGATION, LIABILITY, RIGHT, REMEDY, CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF US (WHETHER EXPRESS OR IMPLIED) SO FAR AS THE LAW PERMITS.
4.2 You agree that we are not liable in contract or tort (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with these Terms for economic loss (including, without limitation, loss of revenue, profits, contracts, business or anticipated savings), loss of goodwill or reputation, indirect or consequential losses whether or not such losses were within our contemplation, suffered or incurred by you or any third party arising out or in connection with the provisions of the System and/or Services (or any part of them).
4.3 Subject to clause 4.4 our total liability to you arising out of or in connection with these Terms and the performance or observation of our obligations under them shall be limited to the amount of money (if any) you have paid to us for the Services in the 12 months immediately prior to the event giving rise to the claim or £20.00 whichever is the higher.
4.4 Nothing in these Terms shall exclude or limit liability for death or personal injury resulting from our negligence.
5. TERMINATION, VARIATION AND SUSPENSION
5.1 We shall be entitled to:
5.1.1. add, remove or amend (a “Change”) the Services at anytime. Notwithstanding the previous sentence, we shall use our reasonable efforts to notify you of any material Change in advance;
5.1.2 suspend your use of the Services and the System without notice if we believe (at our absolute discretion) that you have failed to adhere to any part of these Terms;
5.1.3 terminate this agreement at anytime if you have not used the System and/or Services for a period of 12 weeks;
5.1.4 suspend or terminate your use of the Services and the System if we have reason to believe that you are using it for the purpose of providing a competing system.
5.1.5 suspend or terminate your use of the Services and the System if you have failed to make any payment to the Company on its due date for payment or if the Customers credit limit has been exceeded.
5.2 Without prejudice to the above, we shall be entitled to terminate this agreement at anytime on giving you no less than 4 weeks notice.
5.3 Without prejudice to the above, we reserve the right to refuse any application for subscription or service.
5.4 No such suspension or termination shall affect the liability of the Customer to pay charges and other amounts to the Company, and without limitation, the Annual Subscription Charge will continue to accrue.
5.5 The Customer may terminate this Agreement by giving 1 months written notice, which may expire at any time after 1 month from the initial date of commencement of service.
5.6 No refund of Payments will be made to the Customer upon termination of the Agreement by the Company.
5.7 Upon termination of the Agreement by the Customer, the Company may, at its discretion, refund Payments made covering whole unused months in the future.
6. PRIVACY POLICY
By accepting these Terms you confirm that you have read and agreed to our Privacy Policy (“Policy”).
7. PAYMENTS
7.1 Use of the Personal Edition is free subject to the limits set out in the Products page. Should the Customer wish to upgrade to a higher service level then a charge will be made.
7.2 Charges for the Service shall be paid by the Customer to the Company in advance quarterly or monthly unless any other payment method has been agreed in writing between the Company and the Customer or as detailed on the contract order form.
7.3 The Company reserves the right to vary from time to time all charges with one months notice to the Customer.
7.4 All payments shall be due to the Company net on presentation of invoice unless otherwise specified on the invoice at the Company’s main office or at such other address as may from time to time be specified by the Company in writing. Invoices will be presented to the Customer on their due date. The Company may by written notice at any time require the Customer to pay all charges by Direct Debit or BACS on or before the 14th day after posting of the invoice.
7.5 Interest payable on demand whether before or after judgement shall accrue from day to day on overdue amounts at the rate of 2% above base rate + VAT if applicable.
7.6 All fees quoted within this site are exclusive of VAT.
8. AFFILIATES
8.1 Commission payments will be made on subscription payments made by customers introduced by the Affiliate Partner within 12 months of the customer initially registering with the Company, unless the Customer has previously purchased from the Company before the introduction.
8.2 Commission payments will not be made on any payments made by customers other than for subscriptions.
8.3 The Company shall remit, on a timely basis, all commission fees due to the Affiliate Partner within 35 days following the month in which The Company has received payment for the goods and services provided. The Company will claw back any commission on a pro-rata basis for any business that has been cancelled or for any linked non-payment.
8.4 Commission payments will exclude VAT unless the law states that VAT should be imposed.
8.5 The Company shall have the right to vary the rates at which commission is payable.
9. GENERAL
9.1 Each of us shall while we are providing the System and Services under these Terms and thereafter keep secret and confidential all business, technical or commercial information disclosed to one of us by the other or otherwise which belongs to the other its sub-contractors, carriers, telecommunication providers or clients (and shall procure that its agents and/or employees are similarly bound) and shall not disclose the same to any person save to the extent necessary to perform its obligations in accordance with the terms of these Terms or save as expressly authorised in writing to be disclosed by the other.
9.2 The obligation of confidentiality contained in clause 9.1 shall not apply or (as the case may be) shall cease to apply to business, technical or commercial information which:-
9.2.1 at the time of its disclosure by the disclosing Party is already in the public domain or which subsequently enters the public domain other than by the breach of these Terms;
9.2.2 is required to be disclosed under applicable law or order of a court of competent jurisdiction or government department or agency or by the London Stock Exchange, provided that prior to such disclosure the receiving Party shall advise to the disclosing Party of the proposed form of disclosure.
9.3 We may from time to time wish to notify you of additional services provided by us or third parties that we believe may be of interest to you. If you do not want to receive such information please email us at contact@smartpropertymanager.com.
9.4 We shall not be liable for any breach of our obligations hereunder resulting from causes beyond our reasonable control including but not limited to fires, strikes (of own or other employees) insurrection, or riots, embargoes or delays in transportation, inability to obtain supplies, acts of local or central Government or other competent authorities or acts or omissions of third party internet and/or telecommunications service providers.
9.5 Any notice required or permitted under the Terms must be in English and sent by email to contact@smartpropertymanager.com. Any notice to be sent to you will be sent to the email address which you provide when applying for the Services unless you notify us otherwise.
9.6 These Terms do not create a partnership, joint venture, agency or franchise relationship.
9.7 You may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the rights or obligations (including the Services) arising under these Terms without our prior written consent.
9.8 Notwithstanding any provision to the contrary, nothing in these Terms will create or confer any rights or other benefits whether in accordance with the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than you or us.
9.9 The headings to the sections of these Terms are for convenience only and have no substantive meaning.
9.10 These Terms are governed by the laws of England and Wales and you and us submit to the non-exclusive jurisdiction of the English Courts.
9.11 If and in so far as any part or provision of these Terms is or becomes void or unenforceable it should be deemed not to be and never to have been nor formed a part of these Terms and the remaining provisions of these Terms shall continue in full force and effect. In such an event, we shall meet with you to discuss the void and unenforceable provisions and shall substitute therefore a lawful and enforceable provision which so far as possible results in the same economic effects.
9.12 These Terms may not be amended, varied, supplemented or otherwise modified unless agreed by us in writing.
9.13 The failure by us to insist on the performance of any of the provisions of these Terms shall not be construed as a waiver or a relinquishment of that our rights to future performance of such provisions and your obligation in respect of such future performance shall continue in full force and effect.
9.14 These Terms supersede any previous agreement between us and you in relation to the matters dealt with in it and you acknowledge and agree that you have not entered into these Terms in reliance upon any representation, or statement or whether oral or written) made or alleged to have been made by us or our agents.
10. GENERAL DATA PROTECTION REGULATIONS (GDPR)
10.1 We store names, addresses, email addresses and phone numbers of you and your customers. The source of this data is either you entering it into the website yourself, or provided by your customer. All data is stored on our own servers and encrypted backups are stored offsite with a 3rd party provider, in an unlikely event that requires disaster recovery.
10.2 You are and will at all times remain the Controller of the Personal Data Processed by us. You are responsible for compliance with Your obligations as a Controller under Applicable Data Protection Law, in particular for justification of any transmission of Personal Data to us (including providing any required notices and obtaining any required consents and/or authorizations, or otherwise securing an appropriate legal basis under Applicable Data Protection Law), and for Your decisions and actions concerning the Processing of such Personal Data.
10.3 We will at all times remain a Processor with regard to the Personal Data provided by You to us. We are responsible for compliance with our obligations as a Processor under Applicable Data Protection Law.
10.4 We use a number of 3rd parties as sub-processors, a list is available on request.
10.5 If you have any questions about or require any changes to the data we hold for you, please login to your account and update where needed. Alternatively, use our Support form to get in touch.