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
1.1 In these Terms, the following words shall (unless the context
otherwise requires) have the following meanings:
||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;
||you and us;
||the property management services offered and accessed from time to
time via the System;
||the online property management service provided by us to you under
the name SmartPropertyManager.com;
||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;
any virus, malicious code, trojan horse and/or worm;
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
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
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;
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
(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
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.
4.1 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
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
By accepting these Terms you confirm that you have read and agreed to our
agree for us to be able to market our products and services to you in
accordance with the Uses Made of Your Information section of the Policy.
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.
8.1 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.
9.1 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 8.1 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 email@example.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 firstname.lastname@example.org.
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.