WECTORY LIMITED
TENANT TERMS OF USE


1 Introduction

1.1 These terms of use (Terms) set out the terms applicable to your downloading of the App and the use of the Service.

1.2 A reference to the Tenant in these Terms means you (whether an individual or a corporate entity, partnership or other legal person) in your capacity as a tenant under a property lease which the applicable landlord (Landlord) has submitted for approval as an Approved Tenancy in accordance with our Landlord Terms of Use available at https://www.wectory.com/ltou (the Wectory Landlord Service). You and your shall be construed accordingly.

1.3 Company details. Wectory Ltd (Wectory, we and us) 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 Tenant 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. These Terms are the terms and conditions on which we supply the Service.

1.5 Contacting us. To contact us, email us at info@wectory.com.

1.6 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address provided to us.

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 Documentation means any online or electronic documentation provided by Wectory to the Tenant;

2.1.1 Payment Instruction means, in form and substance satisfactory to Wectory, a payment instruction from the Tenant to pay Wectory on each applicable rental payment date during the Relevant Payment Period;

2.1.2 Registered User means a Tenant whose access to the Service has been granted by Wectory in accordance with clause 5;

2.1.3 Relevant Payment Period means the relevant period for which the Landlord has requested the provision of the Wectory Landlord Service or (if shorter) the period in respect of which it receives the Wectory Landlord Service; and

2.1.4 Tenant Interface means the secured interface operated by Wectory through the App allowing a Registered User to access the 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, you agree to these Terms 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 Accessing the Service

4.1 We will send you an invitation to apply to use the Service. You may only use the Service if you are acting as, or as an authorised representative on behalf of, a Tenant. 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 may be used by Tenants in a consumer context or (if you are a Tenant operating as a business) for business use. If you are using the Service in a business context, you acknowledge that some provisions of these Terms may not apply to you in the same way as if you were using the Service as a consumer.

4.3 The Service is only intended for use by Tenants 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 Becoming a Registered User

5.1 In order to become a Registered User, you must provide the requested information and documentation to Wectory including such "know your customer" information as Wectory may specify from time to time as a condition to the use of the Service (the Registration Information).

5.2 Wectory will inspect the Registration Information and may request further clarification, information or other documentation.If we are satisfied that we have sufficient information, we will contact you to request that you set up a Payment Instruction.

5.3 Once you have successfully set up the Payment Instruction, Wectory will grant you access to the Tenant Interface.

5.4 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.

5.5 If for any reason, despite the Landlord requesting the Wectory Landlord Services and you becoming a Registered User, we do not provide the Wectory Landlord Services to the Landlord, we will cancel the Payment Instruction. You will remain a Registered User and we will retain your details in accordance with our Privacy Policy (see 12.1 below).

5.6 If, after commencement of the Wectory Landlord Services, the Relevant Payment Period comes to an end for any reason, you will remain a Registered User of the Service and your account will be given an inactive status. You will still be able to access the Tenant Interface to view historical payments.

5.7 If your Landlord requests further services from us in relation to the same Approved Tenancy in accordance with the Wectory Landlord Services, we will require you to set up a further Payment Instruction from you for the new Relevant Payment Period and, subject to receiving that, will re-activate your Registered User account.

6 Provision of Information

6.1 You agree and confirm that:

6.1.1 any information you provide us in accordance with these Terms (including the Registration Information) (collectively, the Tenant Information) will be accurate and complete;

6.1.2 you have the right to provide the Tenant Information to us;

6.1.3 Wectory will have no liability to you to the extent that the Tenant Information is inaccurate and/or incomplete;

6.1.4 upon our request, you will update (or otherwise confirm the correctness and completeness) of the Tenant Information that you have provided us with to date; and

6.1.5 if you provide inaccurate, incomplete and/or out-of-date Landlord Information you may be declined access to the Service including the Tenant Interface or (if the Service has already begun) Wectory may end the Service in accordance with clause 15.2.

7 The Service

7.1 Once we have accepted your request to become a Registered User, you may access the Service until you or we terminate your use of the Service as described in clause 16.

7.1 We may have to suspend the Service from time to time, including:

7.1.1 in accordance with these Terms;

7.1.2 to deal with technical problems or make minor technical changes;

7.1.3 to update the Service to reflect changes in relevant laws and regulatory requirements; and

7.1.4 to make changes to the Service as requested by you or notified by us to you (see clause 9).

7.2 We will aim to contact you in advance to tell you we will be suspending supply of the Service, unless the problem is urgent or an emergency.

8 Your account and password

8.1 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.

8.2 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.

8.3 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.

8.4 You are responsible for the acts of any third parties who use your user identification code or password to access your account.

9 Changes to these Terms

9.1 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.

9.2 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.

10 Other provisions relating to your use of the App and/or the Service

10.1 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, 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).

10.2 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.

10.3 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.

10.4 App and Service licence restrictions: You agree that you will:

10.4.1 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;

10.4.2 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;

10.4.3 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;

10.4.4 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.

10.5 Acceptable use restrictions: You must:

10.5.1 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;

10.5.2 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;

10.5.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App or the Service;

10.5.4 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

10.5.5 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.

11 Intellectual property rights

11.1 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 Tenant 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.

11.2 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 Tenant 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 Tenant 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).

12 Other applicable terms

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

12.1.1 Our Privacy Policy at 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

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

13 Our responsibility for loss or damage suffered by you if you use the Service as a consumer

13.1 If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaching these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable.

13.2 The Service provides a means for monitoring payments made by you under the Payment Instruction. In this regard, you acknowledge and agree that the Service is provided free of charge and is intended as a monitoring aid only. Wectory has no control over, and does not take any responsibility for, any payments, whether made or failed to be made, and whether monitored under the Service or not.

13.3 Our liability includes death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of your legal rights in relation to the Service.

13.4 If the App or our Service damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place any minimum system requirements advised by us.

13.5 If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 15.

14 Our responsibility for loss or damage suffered by you if you use the Service in the course of business

14.1 If you use the Service in the course of business, nothing in these Terms limits any liability which cannot legally be limited, including liability for:

14.1.1 death or personal injury caused by negligence;

14.1.2 fraud or fraudulent misrepresentation; and

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

14.2 The Service provides a means for monitoring payments made by you under the Payment Instruction. In this regard, you acknowledge and agree that the Service is provided free of charge and is intended as a monitoring aid only. Wectory has no control over, and does not take any responsibility for, any payments, whether made or failed to be made, and whether monitored under the Service or not.

14.3 Subject to clause 15.1, 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 the receipt of the Service:

14.3.1 loss of profits;

14.3.2 loss of sales or business;

14.3.3 loss of agreements or contracts;

14.3.4 loss of anticipated savings;

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

14.3.6 loss of or damage to goodwill; and

14.3.7 any indirect or consequential loss.

14.4 Subject to these Terms and clauses 14 and 15.2, our total liability to you arising under or in connection with these Terms (including the Services), whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the sums paid by you to us under the Payment Instruction to which the liability relates.

14.5 This clause 15 will survive termination of these Terms.

15 Termination, consequences of termination and survival

15.1 You may terminate your use of the Service and cease to be a Registered User at any time by notifying us at info@wectory.com.

15.2 Without limiting any of our other rights, we may suspend the performance of the Services in whole or part, or terminate these Terms and your status as a Registered User with immediate effect by giving written notice to you if:

15.2.1 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;

15.2.2 if the Payment Instruction expires or is terminated before the end of the Relevant Payment Period for any reason;

15.2.3 we stop providing the Service;

15.2.4 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;

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

15.2.6 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under these Terms has been placed in jeopardy; or

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

15.3 For the sake of clarity, you acknowledge and agree that if you stop accessing the Service (including if you delete the App) for any reason, this will not affect the validity, effect or operation of any Payment Instruction, which will continue in accordance with your instructions to your bank. However you acknowledge that if a Payment Instruction expires or is terminated for any reason before the end of the Relevant Payment Period, we may terminate your access to the Service in accordance with clause 15.2.2.

15.4 Consequences of termination: on termination of these Terms or ceasing to be a Registered User:

15.4.1 you must cease using the App and the Services immediately; and

15.4.2 save as expressly permitted under these Terms (including our Privacy Policy) or under applicable law, Wectory will not make further use of the Tenant Information; and

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

15.5 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.

16 Events outside our control

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

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

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

16.2.2 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.

16.3 You may cancel these Terms if our performance is prevented by an Event Outside Our Control which has continued for more than thirty (30) days. To cancel please contact us (see clause 1.5 above).

17 General

17.1 Entire agreement. If you are a Tenant acting in the course of business, these Terms 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.

17.2 Assignment and transfer

17.2.1 We may assign or transfer all or any of our rights and obligations under these Terms to any third party without your prior consent by providing written notice to you of such assignment or transfer.

17.2.2 You may only assign or transfer your rights or your obligations under these Terms to a third party if we agree in writing.

17.3 Variation. A variation to these Terms may be made by us as set out in clause 9 above.

17.4 Waiver. If we do not insist that you perform any of your obligations under these Terms, 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.

17.5 Severance. Each paragraph of these Terms 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.

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

17.7 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.

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

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