) set out the terms applicable to your downloading of the App, the use of the Service and each Assignment of Rent.
1.2 A reference to the Landlord
in these Terms means you (whether an individual or a corporate entity, partnership or other legal person) in your capacity as a landlord of a property located in England or Wales using, or applying for, the Service for each Tenancy in respect of which you are the landlord and which you have submitted for approval as an Approved Tenancy in accordance with these Terms (and you
shall be construed accordingly).
1.3 Company details
. Wectory Ltd (Wectory
shall be construed accordingly) is a company registered in England and Wales with company number 12790239 and its registered office at Level 39 One Canada Square, London, United Kingdom, E14 5AB.
1.4 We operate the Wectory Landlord service (the Service
) through our mobile application (the App
), web site and/or web app, as may be made available by us from time to time.
1.5 Contacting us.
To contact us, email us at firstname.lastname@example.org. Defined Terms
2.1 In addition to the terms defined above, in these Terms (and in any Assignment Agreement entered into in accordance with these Terms), the following terms have the following meanings:
2.1.1 Approved Tenancy
has the meaning given to it in clause 7.1.
2.1.2 Approved Tenancy Event of Default
has the meaning given to it in clause 11.1.1.
2.1.3 Assignment of Rent
means, in connection with each Approved Tenancy and each Assignment Agreement entered into in connection with that Approved Tenancy, the assignment of Rent for the relevant Assignment Term made by the Landlord to Wectory pursuant to these Terms and the relevant Assignment Agreement.
2.1.4 Assignment Agreement
means, in respect of each Assignment of Rent under an Approved Tenancy, an agreement between the Landlord and Wectory in the form set out in the Schedule to these Terms and under which the right to receive Rent from the applicable Tenant for the applicable Assignment Term is assigned by the Landlord to Wectory in consideration for payment by Wectory to the Landlord of the applicable Assignment Purchase Price.
2.1.5 Assignment Agreement Representation
has the meaning given to it in clause 8.4.
2.1.6 Assignment Conditions Precedent
has the meaning given to it in clause 6.2
2.1.7 Assignment Covenant Term
means, in respect of an Assignment Agreement signed by a Landlord, the period from the date on which the Landlord signed that Assignment Agreement until, as applicable, the date on which Wectory informs the Landlord that an Assignment Condition Precedent has not been satisfied or, if Wectory countersigns the Assignment Agreement, the date on which the relevant Assignment Term under that Assignment Agreement expires (or, if it has expired in circumstances where the Tenant has failed to make a payment of Rent due in respect of the relevant Assignment Term, until the date the Tenant has paid all the Rent it owes under the relevant Tenancy for that Assignment Term).
2.1.8 Assignment Discount
means, in respect of each Assignment of Rent, a fee calculated as a percentage of the Gross Rent Amount for the relevant Assignment Term, as notified to the Landlord in the Landlord Interface and set out in the Annex to the Assignment Agreement in respect of that Assignment of Rent.
2.1.9 Assignment Purchase Price
means, for the Assignment Term under an Assignment Agreement and subject to adjustment in accordance with clause 10.4, the Gross Rent Amount for that Assignment Term less the applicable Assignment Discount.
2.1.10 Assignment Term
means, in respect of each Assignment of Rent and subject to adjustment in accordance with clause 10.4, the number of Rental Payment Periods (typically expressed in either weeks or months) under the relevant Approved Tenancy (as elected by the Landlord through the options available on the Landlord Interface) which are subject to the assignment by the Landlord to Wectory pursuant to the applicable Assignment Agreement. For the avoidance of doubt no Assignment Term may extend beyond the last Rental Payment Date of the relevant Tenancy.
2.1.11 Business Day
means a day (other than a Saturday, Sunday or bank holiday in England & Wales) on which banks are open in England & Wales.
means any online or electronic documentation provided by Wectory to the Landlord.
2.1.13 Event of Default
means any one or more of the acts or events described in clause 11.1.
2.1.14 Existing Assignment
means, at any time, an Assignment under (and as defined in) any Assignment Agreement in respect of which the Tenant has not yet paid all Rent that is, or will otherwise become, due under the applicable Tenancy for the Assignment Term relating to that Assignment Agreement.
2.1.15 General Approved Tenancy Reassignment
has the meaning given to it in clause 11.5.
2.1.16 Gross Rent Amount
means, in respect of each Assignment Agreement, the aggregate amount of the Rent payable by the Tenant to the Landlord for the relevant Assignment Term and which is assigned to Wectory by the Landlord under the applicable Assignment Agreement.
2.1.17 Landlord Information
has the meaning given to it in clause 5.1.1.
2.1.18 Landlord Interface
means the secured interface operated by Wectory through the Service allowing a Registered User to access the Service.
2.1.19 Landlord's Bank Account
means the bank account details provided by the Landlord to Wectory in the Registration Information (as may be updated by the Landlord from time to time by no less than ten (10) Business Days' written notice to Wectory).
means the operator of a Rental Payment Platform.
2.1.21 Payment Instruction
means, in form and substance satisfactory to Wectory, a payment instruction from the Tenant (or, if you use a Rental Payment Platform, the corresponding Partner) under an Approved Tenancy to pay Wectory on each Rental Payment Date during an Assignment Term for that Approved Tenancy an amount equal to the Rent due on each of those Rental Payment Dates.
means, as applicable, a Specific Approved Tenancy Reassignment or a General Approved Tenancy Reassignment (and Reassigned
shall be construed accordingly).
2.1.23 Reassignment Notice
has the meaning given to it in, as applicable, clause 11.3 (for a Specific Approved Tenancy Reassignment) or clause 11.5 (for a General Approved Tenancy Reassignment).
2.1.24 Reassignment Purchase Price
has the meaning given to it in, as applicable, clause 11.3 (for a Specific Approved Tenancy Reassignment) or clause 11.5 (for a General Approved Tenancy Reassignment).
2.1.25 Registered User
means a landlord whose request to access the Service and the Landlord Interface under clause 6.1 has been accepted by Wectory in accordance with these Terms.
2.1.26 Registration Information
has the meaning given to it in clause 6.1.
means future rental payments contracted to be received by the Landlord from a Tenant under a Tenancy in relation to the use or enjoyment of the property which is the subject of that Tenancy (and including where such payment is made via a Rental Payment Platform).
2.1.28 Rental Payment Date
means, in connection with a Tenancy, the date on which Rent is stated in the Tenancy Agreement for that Tenancy to be due to the Landlord by the Tenant for each Rental Payment Period for that Tenancy.
2.1.29 Rental Payment Period
means the period (typically either weekly or monthly) in respect of which each payment of Rent to the Landlord under a Tenancy is required to be made.
2.1.30 Rental Payment Platform
means a Partner's platform providing the Tenant and the Landlord with a rental payment facility and in relation to which Wectory has entered into a partnering arrangement allowing the Landlord to access the Service through such platform.
2.1.31 Specific Approved Tenancy Reassignment
has the meaning given to it in clause 11.3.
means a tenancy agreement between the Landlord and a Tenant.
means a person (whether an individual or corporate entity, partnership or other legal person) acting as a tenant under a Tenancy.
2.1.34 Wectory Tariff of Charges
means the tariff of charges (available on the Wectory website at https://www.wectory.com/tariffofcharges
) which sets out certain administrative fees that are payable by the Landlord from time to time as a result of the occurrence of an Event of Default and/or in connection with a Reassignment.
2.1.35 Wectory Tenant Service
3. Downloading the App
3.1 Our App is available from the Apple Appstore and Google Play Store and may be made available from other sites from time to time. You acknowledge that your downloading of the App may be subject to additional terms imposed by such third party sites.
3.2 By clicking on the "Accept" button (or similar) or by downloading the App or by accessing or attempting to access the Service or by entering into an Assignment of Rent, you agree to these Terms (as may be varied from time to time in accordance with clause 13), including, where applicable, the Wectory Tariff of Charges in the event there is an Event of Default and/or a Reassignment, which will bind you. If you do not agree to these Terms, you must not use the Service or enter into any Assignment of Rent.
3.3. In return for your agreeing to comply with these Terms you may:
3.3.1 download or stream a copy of the App onto your handheld device, tablet or other supported device and view, use and display the App and the Service on such device for your purposes only
3.3.2 use the Documentation to support your permitted use of the App and the Service;
3.3.3 provided you comply with these Terms, make copies of the App and the Documentation solely for back-up purposes; and
3.3.4 receive and use any free supplementary software code or update of the App incorporating "patches" and corrections of errors as we may provide to you.
3.4 The use of the App is personal to you and you may not transfer the App (or the rights that arise from its use by you) to someone else. If you sell any device on which the App is installed, you must remove the App from it.4. Applying for and accessing the Service - general
4.1 You may only apply to use the Service if you are acting as, or as an authorised representative on behalf of, a Landlord. By registering with Wectory on behalf of a company or other operating entity such as a partnership or LLP, you confirm that you are duly authorised to act on behalf of such company or other entity in that regard.
4.2 The Service is only for business use and is not intended for use in a consumer context.
4.3 The Service is only intended for use by landlords in connection with Tenancies of properties situated in England and Wales and which are governed by the laws of England and Wales. You should not use the Service in any other context, including in relation to properties outside England and Wales, and we take no responsibility whatsoever for any such use.
4.4 You may access the Service from outside England and Wales but you must use it in accordance with these Terms and all applicable local, national and international laws and regulations. To the extent that your use of the Service is not legal in your jurisdiction, you may not use the Service. 5. Provision of Information
5.1 You agree and confirm that:
5.1.1 any information you provide us in connection with or as required by these Terms and/or the Service (including the Registration Information) (collectively, the Landlord Information
) will be accurate and complete;
5.1.2 you have the right to provide the Landlord Information to us, including (but not limited to) having the right to disclose to Wectory the name and contact details of each Tenant in respect of any Tenancy for which you request an Assignment of Rent;
5.1.3 Wectory will have no liability to you to the extent that the Landlord Information is inaccurate and/or incomplete;
5.1.4 upon our request, you will update (or otherwise confirm the correctness and completeness of) the Landlord Information that you have provided us with to date; and
5.1.5 if you provide inaccurate, incomplete and/or out-of-date Landlord Information:
(a) you may be declined access to the Service including the Landlord Interface or (if the Service has already begun) Wectory may end the Service in accordance with clause 20.1.6;
(b) this may constitute an Event of Default and may mean you are required, in accordance with (as applicable) clause 11.3 or clause 11.5, to re-purchase from us the right to receive any Rent which you have previously assigned to us. 6. Becoming a Registered User and applying for an Assignment of Rent
6.1 If you wish to become a Registered User of the Service and apply for an Assignment of Rent, you must provide all the requested information, documentation and acknowledgements to Wectory via, as applicable, the App or the Wectory website (the Registration Information
), which information, documentation and acknowledgements shall include (subject to change from time to time) the following:
6.1.1 the Wectory Landlord questionnaire including the following information:
(а) the Landlord's full legal name,
(b) the full property address for each Tenancy in respect of which the Landlord is applying for an Assignment of Rent (the Relevant Tenancy
(c) the amount of Rent payable under the Relevant Tenancy on each Rental Payment Date for that Relevant Tenancy;
(d) the Assignment Term for each Assignment of Rent requested in respect of the Relevant Tenancy;
(e) details of the Landlord's Bank Account for receipt of the Assignment Purchase Price in respect of each Assignment of Rent for the Relevant Tenancy; and
(f) the Tenant's full legal name and contact information (including email) for the Relevant Tenancy;
6.1.2 a fully executed and dated copy of each Relevant Tenancy;
6.1.3 confirmation of the Landlord's ownership of the property to which the Relevant Tenancy relates;
6.1.4 such "know your customer" information as Wectory may specify from time to time as a condition to the use of the Service; and
6.1.5 the Landlord's acknowledgement and acceptance of these Terms.
6.2 Prior to accepting the Landlord's offer of any Assignment of Rent in accordance with clause 8.3, Wectory will inspect the Registration Information and may request further clarification, information or other documentation in order to decide whether to accept your request to become a Registered User and/or your request for an Assignment of Rent. No Assignment of Rent shall be accepted and signed by Wectory unless and until (i) Wectory has completed to its satisfaction its review and diligence of the Registration Information, (ii) the Relevant Tenancy has been approved as an Approved Tenancy and (iii) the Tenant on-boarding process referred to in clause 9 has been completed to Wectory's satisfaction (the Assignment Conditions Precedent
). Wectory undertakes to inform the Landlord promptly in the event that any of the Assignment Conditions Precedent have not been satisfied.
6.3 For the avoidance of doubt, Wectory reserves the right in its sole discretion to reject or accept any request to become a Registered User and, for the avoidance of doubt, by downloading the App or accessing the Service, no guarantee or warranty is given (or should be implied) that any person will be permitted to become a Registered User and/or that Wectory will accept an Assignment of Rent from that person. 7. Approved Tenancies and Assignment Terms
7.1 An Assignment of Rent shall only be available in respect of a Tenancy which is approved by Wectory (an Approved Tenancy
). It is a requirement for each Assignment of Rent that the relevant Tenancy is approved by Wectory as an Approved Tenancy. For the avoidance of doubt, if after the expiry of an Assignment Term for any Assignment of Rent made under these Terms the Landlord requests another Assignment Term in respect of the same Tenancy that Tenancy shall, notwithstanding that it was approved in respect of a previous Assignment of Rent, be subject to approval by Wectory as an Approved Tenancy before the next Assignment of Rent is made.
7.2 Wectory's decision to decline or approve a Tenancy as an Approved Tenancy in respect of each Assignment of Rent shall be made entirely at Wectory's sole discretion and shall not result in any liability for Wectory.
7.3 In order to have a Tenancy approved as an Approved Tenancy for each Assignment of Rent, the Landlord is required to:
7.3.1 provide us a fully executed and dated copy of the agreement governing such Tenancy (including, where applicable, any documentation extending or amending the relevant Tenancy);and
7.3.2 indicate the requested Assignment Term for that Assignment of Rent from the options available on the Landlord Interface.
7.4 An Assignment Term shall only be available, from the options available on the Landlord Interface, for a period that runs from one Rental Payment Date to another Rental Payment Date (i.e. Rental Payment Periods cannot be pro rated). No Assignment Term may extend beyond the last contracted Rental Payment Date for a Tenancy.
7.5 Notwithstanding that the Landlord has been registered as a Registered User Wectory shall retain the discretion to decline to approve any Tenancy to which a Registered User is party as an Approved Tenancy. 8. Assignment Agreements
8.1 Each Assignment of Rent between the Landlord and Wectory for each Assignment Term shall be evidenced by the Landlord and Wectory signing the applicable Assignment Agreement in accordance with this clause 8. For the avoidance of doubt, there shall be one Assignment Agreement for each Assignment Term in respect of each Approved Tenancy. No Assignment Agreement shall be automatically extended or renewed such that, unless and until a new Assignment Agreement is entered into, once an Assignment Term for a particular Assignment Agreement expires there shall be no further Assignment of Rent in respect of the applicable Tenancy.
8.2 Upon the Landlord inputting the required information on the Landlord Interface for each Tenancy in respect of which the Landlord is seeking as Assignment of Rent, Wectory shall generate (based on the information inputted by the Landlord) an Assignment Agreement for the Assignment of Rent which the Landlord has requested in accordance with the form which appears in the Schedule to these Terms and shall provide it to the Landlord for signature via the Landlord Interface.
8.3 Each Assignment Agreement which is signed by the Landlord shall be an irrevocable offer by the Landlord to assign to Wectory the relevant Rental payments provided for in that Assignment Agreement on the terms set out in that Assignment Agreement and these Terms. No Assignment Agreement shall however become effective unless and until it is countersigned by Wectory after Wectory has (i) completed a review of the Registration Information, (ii) approved the Relevant Tenancy as an Approved Tenancy and (iii) completed the Tenant on-boarding process referred to in clause 9 below. For the avoidance of doubt Wectory shall have no obligation to countersign an Assignment Agreement and unless and until as Assignment Agreement is countersigned there shall be no Assignment of Rent.
8.4 On both the date on which the Landlord signs an Assignment Agreement and the date on which the Assignment Agreement is countersigned by Wectory the Landlord will be deemed to have represented to Wectory the following in respect of the Tenancy the subject of that Assignment Agreement (each an Assignment Agreement Representation
8.4.1 the Landlord is entitled to assign to Wectory the right to receive Rent from the relevant Tenant under that Tenancy and there is no prohibition on such assignment;
8.4.2 the Landlord has not made any prior assignment (other than to Wectory) in respect of that Tenancy and has not granted any security over that Tenancy to any person; and
8.4.3 the Tenant in respect of that Tenancy is not entitled to set off any payment obligation the Landlord may owe to the Tenant against the Tenant's payment obligations to the Landlord under the Tenancy.
8.5 The Landlord covenants with Wectory that for the duration of the Assignment Covenant Term applicable to any Assignment Agreement the Landlord shall not:
8.5.1 transfer or otherwise dispose of the property subject to that Assignment Agreement;
8.5.2 waive or amend the terms of the Tenancy the subject of that Assignment Agreement without Wectory's prior written consent; and/or
8.5.3 grant the relevant Tenant any compromise or other accommodation as to payment terms under the Tenancy the subject of that Assignment Agreement without Wectory's prior written consent.
8.6 All Assignment Agreements will be made available to you for signature electronically via the Landlord Interface. By accepting these Terms, you hereby consent to transact business with us electronically (subject to clause 8.7). Once we accept an Assignment Agreement by countersigning it we will send a PDF version of the document to you.
8.7 At any point in time during the course of our business relationship, you may withdraw your consent to transact business electronically with us by emailing us at email@example.com
. Please note that this will not affect the validity of any Assignment Agreements signed by you electronically prior to the date of your notification to us (and any such Assignment Agreement shall remain capable of acceptance by us in accordance with these Terms). On receipt of such notification, we may in our sole discretion decline to enter into any further Assignment Agreements with you.9. Tenant On-Boarding
9.1 Upon signature by the Landlord of the applicable Assignment Agreement on the Landlord Interface, a notification relating to that Assignment Agreement shall be sent to the Tenant by email using the details provided by the Landlord and inviting the Tenant to sign up to the Wectory Tenant Service. Wectory bears no liability in the event that the Tenant does not receive the notification as a result of incorrect, incomplete or out-of-date details being provided by the Landlord.
9.2 The Tenant shall then be required to complete Wectory's on-boarding process to the satisfaction of Wectory as a condition precedent to Wectory accepting and signing the relevant Assignment Agreement. The Tenant on-boarding process shall include:
9.2.1 the Tenant having been set up as a registered user of the Wectory Tenant Service;
9.2.2 the Tenant having provided such "know your customer" information as Wectory may specify from time to time as a condition to the use of the Wectory Tenant Service; and
9.2.3 the Tenant (or, where appliable, a Partner) being invited to set up the Payment Instruction for the payment on each Rental Payment Date of each applicable Rent payment for the relevant Assignment Term. 10. Countersigning of Assignment Agreement and Payment of Assignment Purchase Price by Wectory
10.1 Upon Wectory's countersignature of the relevant Assignment Agreement following satisfaction of the Assignment Conditions Precedent, and in consideration for the Assignment of Rent under that Assignment Agreement, Wectory will pay the Landlord the Assignment Purchase Price applicable to that Assignment Agreement in accordance with clause 10.2.
10.2 Wectory will make payment of the applicable Assignment Purchase Price to the Landlord's Bank Account no later than five (5) Business Days after countersigning the Assignment Agreement.
10.3 The Landlord must ensure that the details of the Landlord's Bank Account provided to Wectory are correct, complete and up-to-date and the Landlord acknowledges that Wectory is not liable in the event that the Landlord provides incorrect, incomplete or out-of-date bank account details.
10.4 If the event that any Assignment Agreement is countersigned by Wectory after the first day of the Assignment Term specified in the applicable Assignment Agreement (i.e. after the first envisaged Rental Payment Date of that Assignment Term) then (i) the relevant Assignment Term shall be deemed to be automatically shortened such that it begins from the first Rental Payment Date to occur after Wectory countersigned the Assignment Agreement and (ii) the Assignment Purchase Price shall be reduced accordingly. The Landlord acknowledges and agrees that each Assignment Agreement it signs in accordance with these Terms will be deemed to be adjusted accordingly without any further action by any Party.
10.5 It is acknowledged and agreed that after the Effective Date for any Assignment of Rent (as defined in the applicable Assignment Agreement for that Assignment of Rent), in the event that the relevant Tenant (or Partner) makes a payment of Rent direct to the Landlord for the relevant Assignment Term to which that Assignment Agreement relates (instead of direct to Wectory) the Landlord shall transfer that payment to Wectory as soon as reasonably practicable after receipt and in any event within 5 Business Days after receipt and, prior to making such payment, shall hold the relevant amount paid by the Tenant (or Partner) on trust for Wectory. 11. Events of Default
11.1 The occurrence of any of the following acts or events shall constitute an Event of Default under these Terms:
11.1.1 with respect to an Approved Tenancy which is subject to an Assignment Agreement with an unexpired Assignment Term (or, if expired, under which the relevant Tenant has not made a payment of Rent to Wectory for the relevant Assignment Term):
(a) the failure by the Tenant (or, where applicable, a Partner) in respect of that Approved Tenancy to make a payment of Rent to Wectory by the date which is 14 days after the applicable Rental Payment Date;
(b) the Tenant in respect of that Approved Tenancy becomes, as applicable, bankrupt or insolvent or has a bankruptcy trustee, administrator, liquidator, receiver, monitor or other insolvency practitioner or official appointed to it or its assets in any jurisdiction;
(c) the Payment Instruction for that Approved Tenancy for any Assignment Term is not successfully validated;
(d) the Payment Instruction in respect of that Approved Tenancy for the relevant Assignment Term is cancelled, rescinded or otherwise ended;
(e) an Assignment Agreement Representation made with respect to that Approved Tenancy is not true and correct; or
(f) the occurrence of any event under that Approved Tenancy which grants either the Landlord or the Tenant the right to terminate that Approved Tenancy, provided that such event (if capable of cure or remedy in accordance with the terms of the Tenancy) is not cured or remedied within fourteen (14) days of the relevant event,
(each of (a) to (f) above an Approved Tenancy Event of Default
11.1.2 the Landlord becomes, as applicable, bankrupt or insolvent or has a bankruptcy trustee, administrator, liquidator, receiver, monitor or other insolvency practitioner or official appointed to it or its assets in any jurisdiction;
11.1.3 the Landlord's financial position deteriorates to such an extent that in Wectory's opinion there has been (or is likely to be) a material adverse impact on the Landlord's ability to comply with its obligations under these Terms (including, but not limited to, the Landlord's ability (on the occurrence of an Event of Default) to effect a Reassignment by payment of the relevant amount to Wectory as contemplated by clause 11.3 and/or 11.5 below);
11.1.4 the Landlord fails to provide (or procure the provision of) any information which Wectory requests in order for Wectory to comply with any law or regulation (including, but not limited to, any law or regulation relating to anti-money laundering/"know your customer" requirements) which is binding on it;
11.1.5 any of the Landlord Information provided pursuant to or in connection with these Terms and/or an Assignment Agreement (including, but not limited to, the Registration Information) is materially or deliberately misleading, incomplete and/or incorrect; or
11.1.6 the Landlord fails to comply with, or breaches, any of these Terms where such failure to comply or breach is not remedied to the satisfaction of Wectory within fourteen (14) days of the earlier of (i) the Landlord becoming aware of such failure to comply or breach or (ii) Wectory giving notice to the Landlord of such failure to comply or breach.
11.2 Upon the occurrence of an Approved Tenancy Event of Default, Wectory shall have the right (but not the obligation) to reassign to the Landlord for each of the Existing Assignments relating to that Approved Tenancy its right to receive (i) any unpaid Rent for any of those Existing Assignments and (ii) any Rent that will otherwise become due during the remainder of the Assignment Term for each of those Existing Assignments.
11.3 Where Wectory has determined to use its right under clause 11.2 the Landlord shall on receipt of a reassignment notice (the Reassignment Notice
) from Wectory immediately pay Wectory an amount equal to (as specified in the applicable Reassignment Notice) for each Existing Assignment relating to the relevant Approved Tenancy (i) the aggregate of each Assignment Purchase Price actually paid by Wectory to the Landlord for each of those Existing Assignments (ii) less the total amount of Rent actually received by Wectory from the Tenant (including via a Rental Payment Platform) in respect of those Existing Assignments (the Reassignment Purchase Price
). The Landlord shall inform Wectory when it pays the Reassignment Purchase Price by sending a payment confirmation to firstname.lastname@example.org
. Immediately upon (and subject to) payment of the Reassignment Purchase Price by the Landlord to Wectory in cleared funds, Wectory will be deemed to have assigned back to the Landlord the right to receive any Rent from the Tenant which is the subject of an Existing Assignment in respect of that Approved Tenancy (a Specific Approved Tenancy Reassignment
). Wectory acknowledges and agrees that (i) any amount of Rent it receives from the relevant Tenant after a Specific Approved Tenancy Reassignment shall be paid to the Landlord's Bank Account as soon as reasonably practicable after receipt (ii) it will make arrangements to cancel the relevant Payment Instruction no later than three (3) Business Days after the Specific Approved Tenancy Reassignment occurs.
11.4 Upon the occurrence of an Event of Default other than an Approved Tenancy Event of Default:
11.4.1 Wectory may decline further access by the Landlord to the Service and/or the App including the Landlord Interface in accordance with clause 20; and/or
11.4.2 Wectory shall have the right (but not the obligation) to reassign to the Landlord for each of the Existing Assignments to which that Landlord is party its right to receive (i) any unpaid Rent for any of those Existing Assignments and (ii) any Rent that will otherwise become due during the remainder of the Assignment Term for each of those Existing Assignments.
11.5 Where Wectory has determined to use its right under clause 11.4.2 the Landlord shall on receipt of a reassignment notice (the Reassignment Notice
) from Wectory immediately pay Wectory an amount equal to (as specified in the applicable Reassignment Notice) for each Existing Assignment to which that Landlord is party (i) the aggregate of each Assignment Purchase Price actually paid by Wectory to the Landlord for each of those Existing Assignments (ii) less the total amount of Rent actually received by Wectory from the Tenant (including via a Rental Payment Platform) in respect of those Existing Assignments (the Reassignment Purchase Price
). The Landlord shall inform Wectory when it pays the Reassignment Purchase Price by sending a payment confirmation to email@example.com
. Immediately upon (and subject to) payment of the Reassignment Purchase Price by the Landlord to Wectory in cleared funds, Wectory will be deemed to have assigned back to the Landlord the right to receive any Rent from the Tenant(s) which is/are the subject of an Existing Assignment to which that Landlord is party (a General Approved Tenancy Reassignment
). Wectory acknowledges and agrees that (i) any amount of Rent it receives from the relevant Tenant(s) after a General Approved Tenancy Reassignment shall be paid to the Landlord's Bank Account as soon as reasonably practicable after receipt (ii) it will make arrangements to cancel each of the relevant Payment Instruction(s) no later than three (3) Business Days after the General Approved Tenancy Reassignment occurs.
11.6 The Landlord and Wectory each agree to take such further steps (including the execution of agreements and/or the giving of notices) as are reasonably required by the other party to give full effect to (i) any Assignment to be made under and as defined in an Assignment Agreement and/or (ii) any Reassignment made or required to be made under these Terms.
11.7 In addition to the relevant amount which the Landlord is required to pay in connection with a Reassignment under either clause 11.3 or 11.5 above, the Landlord shall, if Wectory exercises its rights under either of these clauses, pay a reassignment administration fee to Wectory in the applicable amount (if any) specified in the Wectory Tariff of Charges.
11.8 The Landlord shall:
11.8.1 indemnify Wectory for any costs and expenses incurred by Wectory as a result of the enforcement of any of its rights against the Landlord (whether under these Terms or otherwise) after the occurrence of any Event of Default (including, but not limited to, any legal costs incurred by Wectory in connection with the enforcement of its rights); and
11.8.2 in the event that the Landlord does not make payment to Wectory as required under these Terms and, if requested by Wectory, pay Wectory default interest on the amount which is due from the Landlord but which has not been paid when due at the rate of four (4) per cent. per annum. Such default interest shall be payable by the Landlord on demand from Wectory for so long as the relevant amount remains unpaid by the Landlord. 12. Your account and password
12.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party, except within your organisation. You are responsible for ensuring that users within your organisation comply with these Terms.
12.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time if, in our reasonable opinion, you have failed to comply with any of these Terms.
12.3 You may not authorise others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. If you know or suspect that anyone other than you knows or has obtained your user identification code or password and/or has accessed your account, you must immediately notify us using the contact details set out at clause 1.5 above.
12.4 You are responsible for the acts of any third parties who use your user identification code or password to access your account. 13. Changes to these Terms
13.1 We may need to change these Terms to reflect changes in law or best practice or to deal with additional features or products which we introduce. We will give you notice of any change to the Terms pursuant to this clause 13.1 by notifying you of a change when you next access the Service.
13.2 If you do not accept the notified changes to these Terms when you access the Service, you will not be permitted to continue to use the App or the Service, although the terms of any Assignment Agreements ongoing at the date of the changes will remain in effect subject to these Terms (in their form immediately prior to the relevant change(s) and as previously accepted by you). 14. Other provisions relating to your use of the App and/or the Service
14.1 Updates to the App and changes to the Service:
From time to time we may automatically update the App and/or change the Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues, or to reflect changes in law or best practice. Alternatively we may ask you to update the App for these reasons. If you choose not to install such updates or if you opt out of automatic updates you may not be able to continue using the App and the Service. The App will always work with the current or previous version of the operating system (as it may be updated from time to time).
14.2 If someone else owns the device you are using:
If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these Terms, whether or not you own the phone or other device.
14.3 We are not responsible for other websites you link to:
The Service may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
14.4 App and Service licence restrictions:
You agree that you will:
14.4.1 not rent, lease, sub-license, loan, provide, or otherwise make available, the App or the Service in any form, in whole or in part to any person without prior written consent from us;
14.4.2 not copy the App, Documentation or Service, except as part of the normal use of the App or where it is necessary for the purpose of back-up or operational security;
14.4.3 not translate, merge, adapt, vary, alter or modify, the whole or any part of the App, Documentation or Service nor permit the App or the Service or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the App and the Service on devices as permitted in these Terms;
14.4.4 not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App or the Service nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the App or Service to obtain the information necessary to create an independent program that can be operated with the App or Service or with another program (the Permitted Objective
), and provided that the information obtained by you during such activities:
(a) is not disclosed or communicated without Wectory's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective;
(b) is not used to create any software that is substantially similar in its expression to the App or the Service;
(c) is kept secure;
(d) is used only for the Permitted Objective; and
(e) complies with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App or any part of the Service.
14.5 Acceptable use restrictions:
14.5.1 not use the App or the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, including for example (but without limitation), by hacking into or inserting malicious code, such as viruses, or harmful data, into the App, the Service or any operating system;
14.5.2 not infringe our rights (including our intellectual property rights and our rights in confidential information) or those of any third party in relation to your use of the App or the Service, including by the submission of any material to the App or through the Service for which you are not duly licensed or approved;
14.5.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or the Service;
14.5.4 not use the App or the Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
14.5.5 not collect or harvest any information or data from the App, the Service or our systems or attempt to decipher any transmissions to or from the servers running the App or the Service.