WECTORY LIMITED
LANDLORD TERMS OF USE


1 Introduction

1.1 These terms of use (Terms) 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 and your shall be construed accordingly).

1.3 Company details. Wectory Ltd (Wectory and we, us and our 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 info@wectory.com.

2 Defined Terms

2.1 In addition to the terms defined above, in these Terms (and in any Assignment Agreement entered into in accordance with the 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 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.

2.1.3 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 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.

2.1.4 Assignment Agreement Representation has the meaning given to it in clause 8.4.

2.1.5 Assignment Conditions Precedent has the meaning given to it in clause 6.2.

2.1.6 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 during the Assignment Term, until the date the Tenant has paid all the Rent it owes for that Assignment Term).

2.1.7 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.

2.1.8 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.

2.1.9 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.

2.1.10 Business Day means a day (other than a Saturday, Sunday or bank holiday in England & Wales) on which banks are open in England & Wales.

2.1.11 Documentation means any online or electronic documentation provided by Wectory to the Landlord.

2.1.12 Event of Default means any one or more of the acts or events described in clause 11.1.

2.1.13 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.

2.1.14 Landlord Information has the meaning given to it in clause 5.1.1.

2.1.15 Landlord Interface means the secured interface operated by Wectory through the Service allowing a Registered User to access the Service.

2.1.16 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).

2.1.17 Reassignment means, as applicable, a Specific Approved Tenancy Reassignment under and as defined in clause 11.2 or a General Approved Tenancy Reassignment under and as defined in clause 11.3.

2.1.18 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 the Terms.

2.1.19 Registration Information has the meaning given to it in clause 6.1.

2.1.20 Rent or Rental 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.

2.1.21 Rental Payment Date means, in connection with Tenancy, the date on which Rent is payable by the Tenant for each Rental Payment Period for that Tenancy.

2.1.22 Rental Payment Period means the period (typically either weekly or monthly) in respect of which each payment of Rent under a Tenancy is made.

2.1.23 Tenancy means a tenancy agreement between the Landlord and a Tenant.

2.1.24 Tenant means a person (whether an individual or corporate entity, partnership or other legal person) acting as a tenant under a Tenancy.

2.1.25 Tenant's Payment Instruction means, in form and substance satisfactory to Wectory, an irrevocable payment instruction from the Tenant 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.

2.1.26 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.

2.1.27 Wectory Tenant Service means the service provided to Tenants in accordance with the terms of use at https://www.wectory.com/ttou

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, you agree to these Terms (including, where applicable, the Wectory Tariff of Charges in the event there is an Event of Default) which will bind you. If you do not agree to these Terms, you must not use the Service.

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 clause 11.3, 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:

(a) 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 the 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 the 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.

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.

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 info@wectory.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 being invited to set up the Tenant's Payment Instruction for the payment on each Rental Payment Date of each applicable Rent instalment 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.

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 to Wectory for the relevant Assignment Term):

(a) the failure by the Tenant in respect of that Approved Tenancy to make a payment of Rent to Wectory, which failure is not cured (by either the Tenant or the Landlord making the relevant payment of Rent due to Wectory) within fourteen (14) days of its due 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 Tenant's Payment Instruction for that Approved Tenancy is not successfully validated;

(d) the Tenant in respect of that Approved Tenancy cancels or otherwise rescinds the Tenant's Payment Instruction;

(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 contemplated by clause 11.2 and/or 11.3 below);

11.1.4 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

11.1.5 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, the Landlord shall on receipt of a payment demand/invoice from Wectory immediately pay Wectory an amount equal to (provided it is a positive number and as specified in the applicable payment demand/invoice) (i) the aggregate of each Assignment Purchase Price paid by Wectory to the Landlord for each Assignment of Rent made in respect of that Approved Tenancy (ii) less the total amount of Rent actually received by Wectory from the Tenant in respect of that Approved Tenancy. The Landlord shall inform Wectory when it settles each payment demand/invoice sent under this clause 11.2 by sending a payment confirmation to payments@wectory.com. Upon (and subject to) payment of the relevant amount by the Landlord to Wectory, Wectory will be deemed to have assigned back to the Landlord the right to receive any Rent from the Tenant which is then subject to an Assignment of Rent with an unexpired Assignment Term (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 Tenant's Payment Instruction no later than three (3) Business Days after the Specific Approved Tenancy Reassignment occurs.

11.3 Upon the occurrence of an Event of Default other than an Approved Tenancy Event of Default:

11.3.1 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

11.3.2 the Landlord shall on receipt of a payment demand/invoice from Wectory immediately pay Wectory an amount equal to (provided it is a positive number and as specified in the applicable payment demand/invoice) (i) the aggregate of each Assignment Purchase Price paid by Wectory to the Landlord for each Assignment of Rent made in respect of each Approved Tenancy pursuant to these Terms (ii) less the total amount of Rent actually received by Wectory from the Tenant(s) in respect of the Approved Tenancies of the Landlord pursuant to these Terms. The Landlord shall inform Wectory when it settles each payment demand/invoice sent under this clause 11.3 by sending a payment confirmation to payments@wectory.com. Upon (and subject to) payment of the relevant amount by the Landlord to Wectory, Wectory will be deemed to have assigned back to the Landlord the right to receive any Rent from any of the Landlord's Tenants which is then subject to an Assignment of Rent with an unexpired Assignment Term (a General Approved Tenancy Reassignment). Wectory acknowledges and agrees that (i) any amount of Rent it receives from the relevant Tenants 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 all of the relevant Tenants' Payment Instructions no later than three (3) Business Days after the General Approved Tenancy Reassignment.

11.4 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 (ii) any Reassignment made or required to be made under these Terms.

11.5 In addition to the relevant amount requested for payment pursuant to either clause 11.2 or 11.3 above, the Landlord shall, if Wectory exercises its rights under any of these clauses, pay an assignment termination administration fee to Wectory in the applicable amount (if any) specified in the Wectory Tariff of Charges.

11.6 The Landlord shall:

11.6.1 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

11.6.2 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 informationas 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 the provisions 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 which we introduce. We will give you advanced notice of any change by notifying you of a change when you next access the Service.

13.2 If you do not accept the notified changes 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.

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 (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: You must:

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.

15 Intellectual property rights

15.1 All intellectual property rights in the App, the Service, the Documentation and otherwise arising out of or in connection with the Service (other than intellectual property rights in any materials provided by you, including the Landlord Information) is and remains owned by us or our licensors. You have no intellectual property rights in, or to, the App, the Documentation or the Service other than the right to use them in accordance with these terms.

15.2 You grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any information and materials provided by you to us (including the Landlord Information) for the purpose of providing the Service to you. Furthermore, you acknowledge and agree that we may use the information and materials provided by you to us (including the Landlord Information) for the purposes of improving and modifying our Service (provided that in doing so we shall not disclose such information or materials to third parties except as permitted under these Terms).

16 Other applicable terms

16.1 These Terms refer and hereby incorporate by reference the following additional terms, which also apply to your use of the Service:

16.1.1 Our Privacy Policy https://www.wectory.com/pp, which sets out the terms on which we process personal data and other information we collect from you, or that you provide to us; and

16.1.2 Our Cookie Policy https://www.wectory.com/cp, which sets out information about the cookies on the Service.

17 Data Sharing and Data Protection

17.1 Definitions used in this clause 17:

17.1.1 Agreed Purposes: (1) The evaluation of your request to become a Registered User; (2) the evaluation of Tenancies for approval as Approved Tenancies; (3) the preparation and execution of Assignment Agreements; (4) payment of the Assignment Purchase Price; (5) collection of Rent from Tenants; and (6) all other purposes necessary for the administration of the Assignment Agreement;

17.1.2 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation;

17.1.3 Data Protection Legislation:

(a) To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data;

(b) To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data;

17.1.4 EU GDPR: the General Data Protection Regulation ((EU) 2016/679);

17.1.5 UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; and

17.1.6 Permitted Recipients: Wectory, our employees, any third parties engaged by us to perform obligations directly or indirectly in connection with this agreement, for example, analytical services or services to protect against external.

17.2 Data Protection

17.2.1 Registration Information. This clause sets out the framework for the disclosure by you to us (both acting as controllers) of personal data in Registration Information (Shared Personal Data) for the Agreed Purposes.

17.2.2 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall constitute a material breach of these Terms which may give grounds to the other party to terminate these Terms with immediate effect in accordance with clause 20.1.1 of these Terms.

17.2.3 Particular obligations relating to data sharing.

(a) You shall ensure that you have all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to us for the Agreed Purposes;

(b) We shall give full information to any data subject whose personal data may be processed under these Terms of the nature of such processing. This includes giving notice that, on the termination of these Terms or any Assignment Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;

(c) We shall process the Shared Personal Data only for the Agreed Purposes;

(d) We shall not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;

(e) We shall ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by these Terms;

(f) We shall ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Shared Personal Data and against accidental loss or destruction of, or damage to, Shared Personal Data.

(g) We shall not transfer any Shared Personal Data outside the UK unless we ensure that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) we otherwise comply with our obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

17.2.4 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;

(b) promptly inform the other party about the receipt of any data subject rights request;

(c) provide the other party with reasonable assistance in complying with any data subject rights request;

(d) not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;

(e) assist the other party, at the cost of the other party, 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, personal data breach notifications, data protection impact assessments and consultations with the Information Commissioner or other regulators;

(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;

(g) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 17; and

17.2.5 Upon your request, we shall delete or return Shared Personal Data and copies thereof to you on termination of these Terms or any Assignment Agreement unless required by law to store the Shared Personal Data.

17.2.6 Indemnity. You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with the breach of the Data Protection Legislation by you, your employees or agents.

18 Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

18.1 Nothing in these Terms limits any liability which cannot legally be limited, including liability for:

18.1.1 death or personal injury caused by negligence;

18.1.2 fraud or fraudulent misrepresentation; and

18.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

18.2 Subject to clause 18.1, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms or any Assignment Agreement:

18.2.1 loss of profits;

18.2.2 loss of sales or business;

18.2.3 loss of agreements or contracts;

18.2.4 loss of anticipated savings;

18.2.5 loss of use or corruption of software, data or information;

18.2.6 loss of or damage to goodwill; and

18.2.7 any indirect or consequential loss.

18.3 Subject to these Terms and clauses 18.1 and 18.2, our total liability to you arising under or in connection with these Terms (including any Approved Tenancy and any Assignment Agreement), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the sums paid to you (including the Assignment Purchase Price) in relation to the Approved Tenancy and/or Assignment Agreement in question in the 12 months prior to the date on which the liability arose.

18.4 This clause 18 will survive termination of these Terms.

19 Confidentiality

19.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 19.2.

19.2 We each may disclose the other's confidential information:

19.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under these Terms and any Assignment Agreement. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 19; and

19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

19.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under these Terms or any Assignment Agreement in effect between us.

20 Termination, consequences of termination and survival

20.1 Termination. Without limiting any of our other rights, we may suspend the performance of the Services in whole or part, or terminate these Terms with immediate effect by giving written notice to you if:

20.1.1 you commit a material breach of these Terms or any Assignment Agreement and (if such a breach is remediable) fail to remedy that breach within fourteen (14) days of you being notified in writing to do so; or

20.1.2 a Reassignment occurs;

20.1.3 you become, as applicable, bankrupt or insolvent or have a bankruptcy trustee, administrator, liquidator, receiver, monitor or other insolvency practitioner or official appointed to it or its assets in any jurisdiction;

20.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;

20.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms or any Assignment Agreement have been placed in jeopardy; or

20.1.6 any of the Landlord Information provided pursuant to or in connection with these Terms and/or the Service (including, but not limited to, the Registration Information) is materially or deliberately misleading, incomplete and/or incorrect.

20.2 Consequences of termination: On termination of these Terms or any Assignment Agreement:

20.2.1 you must cease using the App and the Services (except in relation to any Approved Tenancies and Assignment Agreements that have not been Reassigned);

20.2.2 you must immediately pay any sums due to us under these Terms (including but not limited to any sums due under clause 11.5); and

20.2.3 such Termination shall not affect either party's rights and remedies that have accrued as at termination.

20.3 Survival. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

21 Events outside our control

21.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms or any Assignment Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

21.2 If an Event Outside Our Control takes place that affects the performance of our obligations:

21.2.1 we will contact you as soon as reasonably possible to notify you; and

21.2.2 our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

21.3 You may cancel these Terms or any Assignment Agreement affected by an Event Outside Our Control which has continued for more than thirty (30) days. To cancel please contact us.

22 General

22.1 Entire agreement. These Terms and any applicable Assignment Agreements entered into between us constitute the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms or any applicable Assignment Agreements.

22.2 Assignment and transfer

22.2.1 We may assign or transfer all or any of our rights and obligations under these Terms and any Assignment Agreement (including, but not limited to, our right to receive any Rent for any Assignment Term for any Approved Tenancy and/or our rights to claim against the Landlord for any failure by the Landlord to comply with these Terms) to any third party without your prior consent by providing written notice to you of such assignment or transfer.

22.2.2 You may only assign or transfer your rights or your obligations under these Terms and any Assignment Agreement, to a third party if we agree in writing.

22.3 Variation. Any variation to an Assignment Agreement will only have effect if it is in writing and signed by you and us (or our respective authorised representatives). A variation to these Terms may be made by us as set out in clause 13 above.

22.4 Waiver. If we do not insist that you perform any of your obligations under these Terms or an Assignment Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

22.5 Severance. Each paragraph of these Terms and any Assignment Agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

22.6 Third party rights. These Terms and any Assignment Agreement are between you and us. No other person has any rights to enforce any of their terms.

22.7 Complaints: If a problem arises or you are dissatisfied with the Service, please contact us using the details set out at clause 1.5 above.

Governing law and jurisdiction. These Terms and each Assignment Agreement between us are governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these Terms and any Assignment Agreement between us to the exclusive jurisdiction of the English courts.


SCHEDULE

Form of Assignment Agreement

[Each Assignment of Rent under an Approved Tenancy for each Assignment Term which is requested by the Landlord will be made in accordance with the form of this Assignment Agreement]

This Agreement (the Agreement) is entered into between:

1. Wectory Ltd (company number 12790239) of Level 39 One Canada Square, London, United Kingdom, E14 5AB (Wectory); and 2. [full name and address of Landlord] (the Landlord and together with Wectory the Parties). Recitals

In accordance with the "Wectory Limited Landlord Terms of Use" (the Terms) (which, as a condition to the Landlord being a Registered User of the Service, have previously been accepted by the Landlord in connection with each Assignment of Rent under any Approved Tenancy) the Landlord wishes, in consideration for receipt of the Assignment Purchase Price, to assign to Wectory the right to receive the applicable Rent from the Tenant (as more particularly specified in the Annex to this Agreement) and Wectory wishes to accept such assignment.

It is agreed as follows:

1. INTERPRETATION

In this Agreement (including its recitals), capitalised terms shall (unless otherwise defined in this Agreement) have the same meaning as given to them in the Terms. In addition, Effective Date shall mean the date upon which this Agreement is countersigned (by way of acceptance) by Wectory. In the event that Wectory does not countersign this Agreement it shall be of no effect.

2. ASSIGNMENT

With effect from the Effective Date:

(a) the Landlord hereby assigns the right to receive the Rent set out in the Annex to this Agreement, with all rights relating thereto, to Wectory; and

(b) Wectory hereby accepts such assignment,

in each case in accordance with (and subject to) the Terms (the Assignment).

3. ADJUSTMENT TO ASSIGNMENT TERM AND ASSIGNMENT PURCHASE PRICE

Without prejudice to the generality of the Terms (which the Landlord has previously accepted in relation to each Assignment of Rent by becoming a Registered User) the Landlord acknowledges and agrees that the Assignment Term and Assignment Purchase Price specified in the Annex to this Agreement may be adjusted in accordance with clause 10.4 of the Terms.

4. PAYMENT OF ASSIGNMENT PURCHASE PRICE

Wectory shall pay the Landlord, as consideration for the Assignment, the Assignment Purchase Price (as specified in the Annex and as may be adjusted in accordance with clause 3 above) in accordance with the Terms.

5. REPRESENTATIONS AND UNDERTAKINGS

The Landlord acknowledges that in signing this Agreement it is making each of the Assignment Agreement Representations referred to in clause 8.4 of the Terms and is bound (for the duration of the Assignment Covenant Term) by the undertakings specified in clause 8.5 of the Terms, in each case with respect to the property and Tenancy specified in the Annex to this Agreement.

6. EFFECTIVENESS

Upon signing this Agreement the Landlord makes an irrevocable offer to Wectory to accept the Assignment. The Assignment shall become effective only once this Agreement has been countersigned by Wectory.

7. GOVERNING LAW AND JURISDICTION

This Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the English courts.

SIGNATURES

……………………………………………………
For and on behalf of [insert name of Landlord]
Date of signature and offer………………………

……………………………………………………
For and on behalf of Wectory Ltd
Date of signature and acceptance……………………… (the "Effective Date")


Annex to Assignment Agreement

Name of Tenant (full legal name): [ ]
Date of Tenancy: [ ]
Address of property to which the Tenancy relates: [ ]
Rental Payment Period: [weekly, monthly, quarterly]
Rental Payment Date: [ ]
Rental Payment under the Tenancy for each Rental Payment Period £[ ]
Assignment Term: [ ] Rental Payment Periods [ ] (subject to adjustment in accordance with clause 10.4 of the Terms) Gross Rent Amount for Assignment Term (Rent payable for each Rental Payment Period x number of Rental Payment Periods in the Assignment Term): £[ ]
Assignment Discount: [ ] per cent.
Assignment Purchase Price (Gross Rent Amount for Assignment Term minus Assignment Discount): £[ ] (subject to adjustment in accordance with clause 10.4of the Terms)
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