Deposit Alternative

TERMS AND CONDITIONS – OME AGENCY SERVICES

BACKGROUND

STURENTS LIMITED, a company incorporated and registered in England and Wales with company number 06766831 whose registered office is at Unit 602, 164-180 Union Street, London, SE1 0LH, England (“StuRents”), operates the online property listing and management websites https://sturents.com/ (“Platform”) and tenancysign.com and provides the Primary Services to the Customer.

The “Customer” in these Terms is the person who agrees to these terms and agrees to them as part of the order process on our website.

OME (as defined below) offer a deposit replacement scheme to tenants and landlords to enable a tenant to rent a property without the payment of a deposit and further offers (if required) an end of tenancy resolution process with a view to avoiding court proceedings (“Scheme”).

The Customer wishes to offer the Scheme to its Tenants. In order to synchronise aspects of the Scheme with the Primary Services, the Customer wishes to appoint StuRents as its sole agent to commence and manage various aspects of its relationship with OME and the Scheme by providing the Agency Services.

ABOUT THESE TERMS

This page (together with the documents expressly referred to on it) sets out various information about StuRents and the legal terms and conditions on which StuRents will supply to the Customer the Agency Services (as defined below) on the Platform and which, once accepted in accordance with clause 2.4, will apply to the supply of the Agency Services by StuRents to the Customer (“Agreement”).

These terms and conditions should be read carefully and understood prior to agreeing to these terms and the Agency Services being provided. The Customer will be asked to agree to these terms and conditions and must agree to them prior to StuRents providing the Agency Services. The Agency Services will not be provided unless these terms and conditions have been agreed.

The Agreement is supplementary to the User Agreement between the Customer and StuRents in relation to the Primary Services. The Agreement may not be entered into without a User Agreement having been entered into between the Customer and StuRents (including acting by the agents and representatives).

These terms and conditions (and the Agreement) are only in the English language.

IT IS AGREED as follows:-

1 Interpretation
The following definitions and rules of interpretation apply in this Agreement.

1.1 Definitions:
“Agency Services”: the services to be provided by StuRents to the Customer under this Agreement.
“Business Day”: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
“Charges”: the charges payable by the Customer to StuRents for the provision of the Agency Services and which are included in the charges for the Primary Services.
“Commencement Date”: the date that StuRents sends the Confirmation to the Customer pursuant to clause 2.4.
“Intellectual Property”: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights [owned or used by the Customer], in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“OME”: HF Innovations Limited (trading as OME) a company registered in England and Wales with registration number 12377493 with registered office at First Floor, Lumiere, Elstree Way, Borehamwood, Herts, WD6 1JH.
“OME Account”: an account of the Customer with OME relating to the Customer’s membership of the Scheme.
“OME Contract”: an agreement between the Customer and OME in relation to the Scheme.
“Portal”: the online site for the use and administration of the OME Account.
“Primary Services”: the property listing, marketing, tenancy management and other ancillary services (other than the Agency Services) provided by StuRents to the Customer in relation to the Properties from time to time under the User Agreement.
“Property”: a property in respect of which StuRents is engaged by or on behalf of the Customer to provide the Primary Services and Properties shall refer to each such Property collectively.
“Tenant”: a person that has elected to use the Scheme as tenant in relation to Property.
“User Agreement”: the agreement between the Customer and StuRents for the provision of the Primary Services.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement. References to clauses and Schedules are to the clauses and Schedules of this Agreement and references to paragraphs are to paragraphs of the relevant Schedule. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.

1.5 This Agreement shall be binding on, and for the benefit of, the parties to this Agreement and their respective personal representatives, successors, and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.7 A reference to writing or written excludes faxes but includes email.

1.8 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

2 Contract
2.1 The steps needed to place an order are detailed on the Platform. The Customer should follow the on-screen prompts when placing an order.

2.2 It is the Customer’s responsibility to check and amend any errors before submitting any order to StuRents on the Platform.

2.3 The order constitutes an offer by the Customer to purchase the Agency Services in accordance with these Terms.

2.4 After placing an order, StuRents will acknowledge the Customer’s order. This does not mean that the Customer’s order has been accepted as it constitutes an offer to purchase the Agency Services. All orders are subject to acceptance by StuRents, and StuRents will confirm such acceptance to the Customer by notifying the Customer that the order has been accepted and the Agency Services will be provided on our site (Confirmation). The Agreement will only be formed when StuRents sends the Customer the Confirmation.

2.5 The Agreement will relate only to the Agency Services StuRents has agreed to provide in the Confirmation. StuRents will not be obliged to supply any other services other than the Agency Services set out in the Confirmation.

2.6 If StuRents are unable to supply the Services for any reason then StuRents will inform the Customer by e-mail or by the Platform and will not process that part of the Customer’s order.

2.7 These terms apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3 Appointment
3.1 StuRents makes no warranty or representation in respect of the Scheme and does not confirm that the Scheme will meet the Customer’s requirements or expectations.

3.2 The Customer confirms that it has reviewed all documentation, policies, and other information relating to the Scheme available at https://www.omehq.com/ (including for the avoidance of doubt all applicable terms and conditions) and undertaken such other due diligence as it may require in relation to OME and the Scheme and is fully satisfied therewith. As such, the Customer further confirms that it wishes to become a member of the Scheme so it may be used by and in relation to Tenants of Properties.

3.3 The Customer appoints StuRents as its sole agent to:
    3.3.1 facilitate the membership of the Customer of the Scheme in relation to the Properties;
    3.3.2 facilitate the registration and application of the Scheme to Tenants in relation to their tenancy of a Property;
    3.3.3 collect, manage and facilitate payments made pursuant to and in accordance with the Scheme prior to the termination of the applicable tenancy in relation to the Property; and
    3.3.4 such other matters in relation to the Scheme as the Customer and StuRents may from time to time agree on the terms of this Agreement, and StuRents accepts the appointment on those terms save that the above shall not require StuRents to take any action or otherwise be involved in any dispute, dispute resolution, claim, enforcement, debt collection or negotiation without its prior written consent, as further particularised at clause 7 or provide any Agency Services to the extent that the Scheme applies to tenants or tenancies of a property that is not a Property.

3.4 The Customer authorises StuRents to:
    3.4.1 create a OME Account in relation to the Scheme on behalf of the Customer;
    3.4.2 notify OME that StuRents is acting as agent for the Customer in relation to the OME Account and do what is required to enable all communications to be sent directly or copied to StuRents;
    3.4.3 agree to, negotiate and sign or otherwise conclude any OME Contract in relation to the Scheme in the name of and on behalf of the Customer (including for the avoidance of doubt agreeing to any terms and conditions of business of OME from time to time);
    3.4.4 disclose details of any Tenants or prospective Tenants, Properties, or tenancies in relation to any Properties (and any other information in respect thereof the StuRents reasonably considers fit) to OME and register such in the OME Account;
    3.4.5 register or accept (or any similar action) a Tenant’s membership of the Scheme against any tenancy is relation to a Property; and
    3.4.6 do such other acts, matters and things as StuRents reasonably considers to be necessary or desirable in relation to the administration of the OME Account and Scheme;
without prior reference to the Customer on such terms as StuRents reasonably considers fit.

3.5 In the event that the Customer has an existing OME Account:
    3.5.1 it shall promptly provide all details in respect of such that StuRents may reasonably require in order that it may provide the Agency Services in respect of such OME Account;
    3.5.2 StuRents shall not be obligated to provide Agency Services in respect of such OME Account to the extent that such does not apply to a Property;
    3.5.3 StuRents may make such changes and grant itself such rights in relation to the OME Account as may be reasonably required in order to allow it to provide the Agency Services in the same manner that it would have provided such had StuRents created the OME Account for the Customer.

3.6 From the date of this Agreement the Customer shall not, without StuRents’ prior consent, create an OME Account or allow such to be created on its behalf (other than by StuRents) where such is or may be used in relation to a Property and/or Tenant.

3.7 StuRents shall not at any time be required to do any act, matter or thing that it considers to be unreasonable, improper, immoral, that may damage the reputation of StuRents, or in breach of any duty, law, regulation, guideline or other obligation of StuRents or the Customer or that may otherwise apply in respect of a Tenant or its tenancy of a Property.

3.8 The Customer shall not appoint any other person, firm or company as its agent, subcontractor, or other intermediary in relation to the Scheme without the prior written consent of StuRents.

3.9 this Agreement shall not authorise StuRents, and StuRents shall not, act on the Customer’s behalf in relation to any matter other than the Scheme insofar as it relates to Tenants or Properties.

3.10 As certain actions may interfere with the ability of StuRents to provide the Agency Services in a commercially sound manner, the Customer agrees not to take any action in relation to the OME Account without the prior consent of StuRents save that, if StuRents does not comply with its obligations under this Agreement and does not rectify that default within 7 days of being notified on the Platform by the Customer to do so, the Customer shall be entitled to manage its OME Account directly.

3.11 this Agreement shall not prevent StuRents from entering into similar agreements with third parties, or from developing, using, selling or licensing products and/or services which are similar to those provided under this Agreement.

4 StuRents’ obligations
4.1 StuRents undertakes and agrees at all times during the term of this Agreement that it shall:
    4.1.1 perform the Agency Services with reasonable care and skill and in accordance with this Agreement in all material respects;
    4.1.2 comply with all reasonable and lawful instructions of the Customer from time to time concerning the Scheme (save for where such would constitute a breach of any obligation of StuRents under any agreement with the Customer or any third party) and generally shall conduct the agency in such manner as it thinks best to promote the interests of the Customer save that StuRents shall not be liable to the Customer for any loss, liability, or inconvenience suffered by the Customer as a result of StuRents complying with the Customer’s instructions;
    4.3 describe itself as “agent” of the Customer or such other words indicating that it is acting on behalf of the Customer; and
    4.4 reasonably endeavour to comply with all applicable laws, statutes, and regulations from time to time in force, provided that StuRents shall not be liable under this Agreement if, as a result of such compliance, it is in breach of any of its obligations under this Agreement.

4.2 StuRents shall:
4.2.1 keep the Customer informed of its activities concerning the Scheme and shall endeavour to provide the Customer with such information that the Customer reasonably requests in relation to the Scheme; and
4.2.2 maintain a list of Tenants and Properties to which the Scheme applies and on request shall supply the Customer with an up-to-date copy of that list.

4.3 In the event that:
4.3.1 StuRents receives a complaint, notice, correspondence or otherwise from a Tenant or OME in relation to the OME Account or Scheme; or
4.3.2 an issue or circumstance is brought to the attention of StuRents in relation to a Tenant or Property and such impacts on the Agency Services, OME Account or Scheme,
StuRents may in its own discretion respond and/or take such action as it considers to be reasonably necessary or desirable but shall be under no obligation to do so. StuRents may defer such matter to the Customer to assume full responsibility for and conduct of, or may agree with the Customer a plan as to how to proceed and the actions that StuRents may take.

5 CUSTOMER’S obligations
5.1 The Customer undertakes and agrees with StuRents during the term of this Agreement that it shall:
    5.1.1 act in good faith at all times in its relations with StuRents;
    5.1.2 co-operate at all times with StuRents in relation to the Agency Services and comply will StuRents reasonable requests in relation to such;
    5.1.3 indemnify StuRents against any costs, liabilities, expenses, losses, fines or penalties which StuRents may incur provided StuRents was acting with reasonable care and skill within the scope of its authority under this Agreement as agent for the Customer.
    5.1.4 reimburse StuRents for everyday expenses, costs and charges incurred by StuRents in performing this Agreement.
    5.1.5 provide, for StuRents, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s data, information and other assets or facilities as reasonably required by StuRents;
    5.1.6 notify StuRents using the property management options on the Platform which Properties are to be included within the Scheme and associated with the OME Account;
    5.1.7 supply StuRents in a timely manner (and in any event in accordance with any timescales required by StuRents, OME, or under the OME Contract) any documentation and information (in digital or hard copy format) and any other support that StuRents may from time to time reasonably require from time to time arising out of or connected to the Scheme and to properly and efficiently to discharge its duties under this Agreement;
    5.1.8 perform any obligations under the OME Contracts made on its behalf by StuRents under this Agreement provided that prior to such performance the Customer shall liaise with StuRents to confirm whether such performance will instead be facilitated by StuRents under this Agreement or whether such will interfere with StuRents rights and obligations under this Agreement and the Customer shall discuss with StuRents how such obligations may best be performed to minimise their impact on the Agency Services;
    5.1.9 promptly respond to all correspondence and enquiries from StuRents in reasonable detail together with all information that may have been reasonably requested by StuRents as soon as possible but in any event within 5 Business Days (or such earlier timescale as StuRents may reasonably specify in the circumstances;
    5.1.10 promptly refer to StuRents any complaint, notice, correspondence or otherwise received by it in relation to or that impacts on the Scheme (including from OME or a Tenant) and not respond to such without having discussed with StuRents an appropriate way forward and if StuRents elects (in its sole discretion) to respond on behalf of the Customer;
    5.1.11 comply with all laws and regulations relating to its activities under this Agreement and the OME Contracts, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals;
    5.1.12 not require a Tenant who is registered with the Scheme in relation to a tenancy at a Property to provide a deposit or similar sum (Deposit) in respect of that tenancy unless their registration with the Scheme has been terminated or expired and, in the event that such a Deposit is required or paid, the Customer shall notify StuRents immediately in writing; and
    5.1.13 provide confirmation of StuRents’ authority to act on behalf of the Customer in relation to the Scheme pursuant to this Agreement in such form as StuRents may require from time to time.

5.2 On StuRents’ request, the Customer shall provide all information, materials, data or otherwise as StuRents may reasonably require in relation to the Scheme, a Tenant, or as it may otherwise require in relation to the Agency Services. The Customer is responsible for ensuring that all data and information provided to StuRents is complete, accurate, and not misleading. StuRents have no liability to any person arising out of or connected to inaccurate, incomplete, or misleading information provided by the Customer

5.3 Where appropriate, the Customer shall inform StuRents within a reasonable time if it will be unable to perform any obligation required of it under the OME Contracts or in relation to the Scheme and of the reason for that non-performance.

5.4 If StuRents’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, StuRents shall:
    5.4.1 not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
    5.4.2 be entitled to payment of the Charges despite any such prevention or delay; and
    5.4.3 be entitled to recover any additional costs, charges or losses StuRents sustains or incurs that arise directly or indirectly from such prevention or delay.

6 PROMOTION OF SCHEME
6.1 StuRents shall:
6.1.1 be entitled to advertise and promote the availability of the Scheme to all Tenants and prospective Tenants of Properties in such manner as it considers fit without the prior consent of the Customer; and
6.1.2 be entitled to accept the application for use of the Scheme by a Tenant on behalf of the Customer and do such other acts matters and things as may be required to facilitate the application of the Scheme to the tenancy (or proposed tenancy) of a Property by the Tenant (or prospective Tenant).

6.2 The Customer shall not:
    6.2.1 make any negative statement as to the nature or quality of the Scheme;
    6.2.2 do any act matter or thing to interfere with the registration or membership of a Tenant to the Scheme;
    6.2.3 induce or attempt to induce a Tenant to cease use of or refrain from using the Scheme or do any other thing which is reasonably likely to have such effect without the prior written approval of StuRents.

6.3 Notwithstanding clause 6.2, the Customer shall at all times offer all prospective Tenants the option of using a deposit structure as an alternative to the Scheme in relation to a tenancy of a Property.

7 OME ACCOUNT AND MEMBERSHIP
7.1 StuRents shall have no liability in respect of any breach of this Agreement (including, for the avoidance of doubt, any non-performance or part-performance of the Agency Services) and is not obliged to waive the Charges if such is caused by any lack of access to the OME Account, Portal or other issues arising out of:
7.1.1 the act or omission of the Customer (or its agents, subcontractors, consultants or employees) that is contrary to StuRents’ reasonable instructions or this Agreement, or any modification or alteration is made on or in relation to the Portal or OME Account or otherwise in relation to the Scheme or its application to any Tenant where such is done by any person other than StuRents acting without StuRents’ prior written consent; or
7.1.2 any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, or the inability to do such.

7.2 The Customer undertakes that:
    7.2.1 it will not allow or suffer the OME Account (whether by the Portal or otherwise) to be used, accessed, or amended, or any instruction made on said account or given to OME, or any details or information changed in respect of the Scheme or the Customer, by any person other than StuRents unless acting with Sturents’ prior written consent;
    7.2.2 it will ensure that StuRents continues to be able to access with full rights the OME Account for the term of this Agreement; and
    7.2.3 it will keep a secure password and other login or access information for the OME Account and Portal confidential and shall notify StuRents of all such information as it may reasonably require in order that it may provide the Agency Services and shall not change such password unless required in order to safeguard an actual and evidenced security threat, in which case the new password and login or access information shall be immediately notified to StuRents in writing.

7.3 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the OME Account and, in the event of any such unauthorised access or use, promptly notify StuRents.

8 DISPUTES
8.1 The Scheme includes an alternative dispute resolution process (Disputes Process) in order that, if any amounts are claimed from the Tenant by the Customer in relation to the tenancy of the Property and agreement cannot be reached between the Customer and the Tenant as to such amounts payable, a party may refer the matter to OME’s dispute resolution team subject to the terms of the OME Contract.

8.2 The Agency Services do not include services to facilitate dispute resolution or enforcement or other debt recovery services, which shall remain solely the obligation of the Customer unless expressly agreed by StuRents in writing. For the avoidance of doubt, StuRents shall not without prior agreement with the Customer:
    8.2.1 take part in any dispute, dispute resolution proceedings, or commence or defend any court or other dispute proceedings on behalf of the Customer or settle or attempt to settle or make any admission concerning any such proceedings;
    8.2.2 take any action to negotiate or collect amounts owing to the Customer by Tenants or assist the Customer in taking such action;
    8.2.3 be required to take any action or do anything in relation to agreeing amounts due to the Customer by the Tenant or instigating any proceedings or process,
save that StuRents will via the Platform facilitate the communication of various correspondence and notices from time to time to the extent that such is provided to StuRents via the Platform, subject to and to the extent that such service is an active, advertised, and available function of the Platform. It is the Customer’s sole obligation to instigate the Disputes Process and provide all correspondence, evidence, materials and any other matters or information as may be required in relation to the Disputes Process (Required Information) from time to time in the form required in a timely manner and StuRents is not responsible for any matter or issue arising out of the Customer’s failure to do such.

8.3 The Customer shall provide all Required Information in the form required to StuRents via the Platform by no later than 17.00 on the last Business Day prior to any required deadline under the Disputes Process in order to allow StuRents sufficient time to facilitate the communication of such accordingly. If the Required Information is provided later, while StuRents will endeavour to communicate such in line with the Disputes Process requirement, StuRents shall not be responsible liable for any failure to do so prior to the required deadline.

9 CHARGES
9.1 The consideration for the provision of the Agency Services is included within the charges for the Primary Services as payable by the Customer to StuRents from time to time. Payment of the Charges shall be made in accordance with the terms of the User Agreement.

9.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to StuRents at the prevailing rate (if applicable).

9.3 If the Customer fails to make any payment due to StuRents by the due date for payment, then, without limiting StuRents’ remedies under clause 12, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time (or, where such base rate is below 0%, at 4% per annum). Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

9.4 All amounts due under this Contract shall be paid by the Customer to StuRents in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9.5 StuRents may at any time set off any liability of the Customer to StuRents against any liability of StuRents to the Customer, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, StuRents may convert either liability at a market rate of exchange for the purpose of set off. Any exercise by StuRents of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

10 Data protection
10.1 For the purposes of this clause, “personal data”, “data controller”, “data processor”, “controller”, “processor”, “data subject”, “processing” and “appropriate technical and organisational measures” shall have the meaning given under all legislation and regulatory requirements in force from time to time in England relating to the use of personal data and the privacy of electronic communications (Data Protection Legislation).

10.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the data controller and StuRents is the data processor. The Schedule sets out the scope, nature and purpose of processing by StuRents, the duration of the processing and the types of personal data and data subject.

10.3 Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 9.3 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

10.4 The Customer represents and warrants that it has provided appropriate notice to, and obtained all required consents from, any person whose personal data it supplies to StuRents, in accordance with the Data Protection Legislation. StuRents is not responsible for any consequences resulting from StuRents’ failure to provide notice or receive consent from such individuals or for StuRents providing outdated, incomplete, or inaccurate information.

10.5 The Customer shall indemnify StuRents in relation to any liability, costs, damages, or expenses (including professional fees) incurred by StuRents in relation to or arising out of any breach of clause 9.5 or the transfer of personal data relating to Tenants to StuRents by the Customer or as procured by the Customer.

10.6 Shared Personal Data means the personal data to be shared between the parties under this Agreement. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the provision of the Agency Services. Each party shall:
    10.6.1 ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the for the provision of the Agency Services;
    10.6.2 give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
    10.6.3 process the Shared Personal Data only for the provision of the Agency Services;
    10.6.4 not disclose or allow access to the Shared Personal Data to anyone other than the the parties, the employees of each party, any third parties engaged to perform obligations in connection with this Agreement (Permitted Recipients) save that StuRents may appoint third-party processors of Shared Data under this Agreement on that third party’s standard terms of business or such other arrangement as incorporates terms similar in material effect to those in this clause;
    10.6.5 ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this Agreement;
    10.6.6 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
    10.6.7 not transfer any personal data received from the Data Discloser outside the EEA unless the transferor complies with the provisions of the Data Protection Legislation.

10.7 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
    10.7.1 consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
    10.7.2 promptly inform the other party about the receipt of any data subject access request or any request from a data subject to erase or rectify Shared Personal Data and provide the other party with reasonable assistance in complying with any data subject access request;
    10.7.3 not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party;
    10.7.4 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, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
    10.7.5 notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
    10.7.6 at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the Shared Personal Data;
    10.7.7 use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
    10.7.8 maintain complete and accurate records and information to demonstrate its compliance with this clause 9; and
    10.7.9 provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

10.8 The Customer shall indemnify StuRents against all claims, 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 StuRents arising out of or in connection with the processing of personal data under this Contract (Claims Against StuRents), except to the extent that the Claims Against StuRents have arisen out of or in connection with any negligence or wilful default of StuRents.

11 Customer’s Intellectual Property
11.1 All Intellectual Property in or arising out of or in connection with this Agreement shall be owned by StuRents.

11.2 The Customer grants StuRents an irrevocable royalty free licence to use all Intellectual Property Rights of the Customer or provided by the Customer to StuRents for the purpose of satisfying its obligations under this Agreement.

11.3 The Customer acknowledges that, in respect of any third party Intellectual Property, the Customer’s use of any such Intellectual Property Rights is conditional on StuRents obtaining a written licence from the relevant licensor on such terms as will entitle StuRents to license such rights to the Customer.

11.4 The Customer accepts that various Intellectual Property in relation to the Scheme will be owned by or licensed to OME. The Customer shall not use, copy, or alter any such rights or any part of them or anything reasonably similar to or that might be confused for them or allow any third parties to do the same other than in accordance with the OME Contract.

11.5 The Customer indemnifies StuRents for all loss and expense arising out of or connected with any claim made against StuRents for:
11.5.1 actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with StuRents’ use of the Customer’s Intellectual Property or the materials otherwise provided pursuant to clause 10.2 in accordance with this Agreement;
11.5.2 actual or alleged infringement of OME’s Intellectual Property by the Customer or its agents, subcontractors, consultants or employees (other than StuRents).

12 Limitation of liability
12.1 Nothing in this Agreement shall limit or exclude the liability of either party for:
    12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    12.1.2 fraud or fraudulent misrepresentation;
    12.1.3 liability under the indemnities contained in clause 4.1.2, 9.5, 9.8, 10.5 and 12.3;
    12.1.4 liability to pay the Charges; or
    12.1.5 any matter for which it would be unlawful to exclude or restrict liability.

12.2 Subject to clause 11.1 above:
12.2.1 neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

any loss of profit, sales, revenue, or business;
loss of anticipated savings;
loss of or damage to goodwill;
loss of agreements or contacts;
loss of use or corruption of software, data or information;
any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or
any loss that is an indirect or secondary consequence of any act or omission of the party in question.

12.2.2 the total liability of either party to the other for all other loss or damage arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Charges paid and payable to StuRents in the calendar year in which the first such event or events occurred. A calendar year is a period of 12 months starting on the Commencement Date and each anniversary thereof.

12.3 The liability of the Customer arising in connection with the OME Contract shall be as set out in the OME Contract but for the avoidance of doubt provisions of the OME Contract shall not extend the liability of StuRents under this Agreement.

12.4 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

12.5 Unless a party notifies the other party that it intends to make a claim in respect of an event within the notice period, the other party shall have no liability for that event. The notice period for an event shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

13 SUSPENSION
13.1 StuRents is entitled to suspend the Agency Services if:
    13.1.1 the Customer fails to make any payment due to StuRents under this Agreement in full within 7 days of the due date for payment;
    13.1.2 the Customer breaches the terms of an OME Contract;
    13.1.3 the Customer is in material breach of any of its obligations under this Contract and has not remedied such breach within 14 days of written notification from StuRents;
    13.1.4 an event set out in clauses 13.2.1 to 13.2.3 occurs in relation to the Customer or an event set out in clause 13.3.1 to 13.3.5 occurs;
    13.1.5 it is required to do so by law or regulation (in which case StuRents will, if reasonably possible or permissible, inform the Customer of such as soon as reasonably practicable);

13.2 StuRents shall reinstate the Services as soon as reasonably possible following the cessation of any of the events set out at clause 12.1.

13.3 The Customer shall indemnify StuRents in relation to any liabilities, costs, or expenses (including in relation to professional services) reasonably incurred by StuRents in relation to or arising out of the suspension of the Services or the reinstatement thereof, if the suspension of the Services was caused due to an act or omission of the Customer or affecting the Customer under clauses 13.2.1 to 13.2.3.

14. Duration and termination
14.1 This Agreement shall become effective on the Commencement Date. Unless terminated earlier in accordance with law or clause 12.2 or clause 15.1, it shall continue:
14.1.1 until the Customer gives written notice to StuRents that the Agency Services are no longer required provided that such notice may not be given prior to the termination, suspension or expiry of the OME Account or all OME Contracts entered into under this Agreement;
14.1.2 until the expiry of three months’ written notice to terminate which may be given by either party to the other.

14.2 Without affecting any other right or remedy available to it, a party may terminate this Agreement with immediate effect by giving written notice to the other if:
    14.2.1 the other party commits a material breach of any term of this Agreement which breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
    14.2.2 the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with having the intention or ability to give effect to the terms of this Agreement;
    14.2.3 the other party:

dies or is by way of incapacity or illness incapable of managing their affairs;
suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due;
commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; or
makes a proposal for or enters into any compromise or arrangement with its creditors;
is subject to an application made, petition filed, notice given, resolution passed or order made for or in connection with its winding up, appointment of an administrator or receiver, bankruptcy.

14.3 StuRents may terminate this Agreement immediately on written notice if:
    14.3.1 StuRents ceases to provide any of the Primary Services to the Customer;
    14.3.2 the Customer materially breaches or repeatedly breaches the OME Contract or otherwise does not comply with the terms or spirit and intention of the Scheme;
    14.3.3 the Customer has used or intends to use the Agency Services or the Scheme in a manner which is, or requests StuRents to do any act matter or thing which is, unreasonable, improper, or immoral, is in breach of any duty, law, regulation, guideline or other obligation of StuRents or the Customer or that may otherwise apply in respect of a Tenant or its tenancy of a Property, or that that may damage the reputation of StuRents (in each case as determined in StuRents sole discretion); or
    14.3.4 the Customer does any act, matter or thing that adversely affects the ability of StuRents to provide the Agency Services in a manner commercially acceptable to StuRents;
    14.3.4 StuRents considers that the provision of the Agency Services is or may be detrimental to the reputation or interests of StuRents.

15 Consequences of termination
15.1 Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Agreement which existed at or before the date of termination.

15.2 Clauses to survive termination. On termination of this Agreement, clauses 4.1.2, 10.1, 10.5 and 15.3 shall continue in force.

16 General
16.1 Force Majeure. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if that delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Agreement by giving 14 days’ written notice to the affected party.

16.2 Assignment and other dealings.
16.2.1 StuRents may assign, transfer, charge, subcontract, or deal in any other manner with any or all of its rights and obligations under this Agreement without the Customer’s prior written consent.
16.2.2 The Customer may not at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Agreement or the OME Agreement without StuRents’ prior written consent.

16.3 Confidentiality.
16.3.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of two years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 15.3.2.
16.3.2 Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause; and
as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

16.3.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

16.4 Entire agreement.
16.4.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.4.2 Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

16.5 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

16.6 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
16.6.1 waive that or any other right or remedy.
16.6.2 prevent or restrict the further exercise of that or any other right or remedy.

16.7 Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

16.8 Notices.
16.8.1 Any notice given to a party under or in connection with this Agreement shall be in writing, addressed to that party at its registered office, such address for that party as is set out in this Agreement, or as that party may have specified to the other party in writing from time to time, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or commercial courier, or by email.
16.8.2 A notice shall be deemed to have been received:

if delivered personally, when left at the address referred to in clause 15.8.1;
if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
if delivered by commercial courier, on the date and at the time recorded by the courier; or
if sent by email, one Business Day after transmission.
The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.9 Third party rights. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

16.10 Governing law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and the parties irrevocably submit to the exclusive jurisdiction of the English courts.

SCHEDULE

Details of Personal Services Data processing

Types of Shared Personal Data being processed:

Tenant Identity
Customer Identity
Customer Contact
Customer Financial
As defined in our Privacy Policy and available at https://sturents.com/legal/privacycookie

Categories of Data Subject:

Tenant
Customer

Scope of the processing:
StuRents shall collect, store and use the Shared Personal Data only for or in connection with the Services.
This will include sharing the Shared Personal Data with OME and third party services providers, details of which are available on request.

Nature of the processing:
This shall include using Shared Personal Data to facilitate the membership, use, and administration of the Scheme in relation to Tenants.

Purpose of the processing:
Fundamental to the provision of Agency Services to the Customer.

Duration of the processing:
StuRents will continue to store the Shared Personal Data where it is necessary to do so for the purposes of this Agreement save that they shall be entitled to retain Shared Personal Data to the extent required by applicable law.