These terms and conditions set out the terms of the agreement which govern your subscription for the Propierge platform offered by Propierge Limited (“us” or “we”) (“the Agreement”). The Agreement incorporates by reference the terms of the End User License Agreement (available via the following link: www.propierge.com/eula/ which applies to all users of the Propierge mobile application or web-based application generally as it may be accessed on various internet-connected devices (“EULA”).
By taking out a subscription you agree to comply with these terms and conditions as well as the EULA. References in these terms to “you” and “your” refer to the legal person identified in the subscription Order Form you have submitted to us.
Propierge Limited is a company in England and Wales registered under company number 09728333. Our registered office is at 47 Castle Street, Reading, Berkshire, England RG1 7SR.
1 DEFINITIONS AND INTERPRETATION
1.1 In this Agreement the following expressions have the following meanings, unless otherwise specified:
“Authorised Users” means your employees, agents, independent contractors and clients or client means the users who you permit to use the Services, including the Admin Users who are as set out in the Order Form or otherwise notified to us in writing;
“Commencement Date” means the date set out in the Order Form;“Data” means the data inputted by you, Authorised Users, or by us on your behalf for the purpose of using the Services or facilitating your use of the Services;
“Data Protection Legislation” means, in relation to any personal data which is processed in the provision of the Services, the applicable legislation on the protection of data subjects with regard to the data processing of that personal data, including the General Data Protection Regulation once in force and / or other applicable data protection or national privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities;
“Go-Live Date” means the date on which we shall aim to commence the Services to you, as set out in the Order Form;
“Initial Free Trial” has the meaning set out in clause 2.2;
“Initial Subscription Period” means the term of the initial Subscription set out in the Order Form;
“Monthly Payment Date” means the recurring date for the payment of the Subscription Fees as set out in the Order Form;
“Order Form” means the order form agreed between us and you;
“Renewal Period” means the renewal period set out in the Order Form;
“Services” means the on-line services accessed via the Propierge platform;
“Subscription” means the subscription features purchased by you, as specified in the Order Form or otherwise agreed in writing by us from time to time, which entitle Authorised Users to access and use the Services in accordance with this Agreement;
“Subscription Fees” means those fees as set out in the Order Form; and
“Subscription Term” has the meaning set out in clause 3.1.
1.2 In this Agreement, unless inconsistent with the context or otherwise specified:
1.2.1 words in the singular include the plural and vice versa;
1.2.2 clause headings are inserted for ease of reference only and do not affect the interpretation of this Agreement;
1.2.3 a reference to a clause is a reference to a clause in these terms and conditions;
1.2.4 any words following the terms ‘including’, ‘include’, ‘in particular’ or ‘for example’ or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words;
1.2.5 a reference to a person includes an individual, a body corporate, a partnership or any other entity (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns; and
1.2.6 a reference to all or any part of any statute includes any statutory amendment, modification or re-enactment of such statute in force from time to time and any statutory instrument or regulations made under it.
2.1 This Agreement shall commence on the Commencement Date and shall continue until terminated by either of us in accordance with this Agreement. We shall use our reasonable endeavours to provide the Services from the Go-Live Date as set out in the Order Form.
2.2 Where specified in the Order Form, you shall be granted a free trial period to use the Services for the period set out in the Order Form (“Initial Free Trial”). At the end of the Initial Free Trial, you will automatically become a paid subscriber for the Services unless either party terminates the Agreement in accordance with clause 3.3.
2.3 Subject to you paying the Subscription Fee or being granted an Initial Free Trial in accordance with this Agreement, we hereby grant to you a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services during the Initial Free Trial and / or Subscription Term (as applicable) solely for your business operations.
2.4 You shall prevent any unauthorised access to or use of the Services other than by the Authorised Users and, in the event of any such unauthorised access or use, promptly notify us.
2.5 In the event that you encounter any issues relating to your use of the Services, you shall contact us by email with a detailed description of the problem. We will use reasonable endeavours to rectify your issue within a reasonable period of time. Our technical team is only available between 9am to 5pm UK time, Mondays to Fridays, excluding UK bank holidays.
3 TERM, TERMINATION AND RENEWAL
3.1 Unless otherwise terminated in accordance with this Agreement, this Agreement shall continue for the Initial Subscription Period and shall be automatically renewed for the Renewal Periods (and together, the Initial Subscription Period and the Renewal Periods shall be the “Subscription Term”).
3.2 Without affecting any other right or remedy available to us, we may terminate this Agreement with immediate effect by giving written notice to you if:
3.2.1 you fail to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;
3.2.2 you commit a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
3.2.3 you cease to carry on your business, are unable to pay your debts when they fall due, are declared bankrupt, or an order is made or a resolution passed for your winding up or the appointment of an administrator, receiver or liquidator.
3.3 Either party may terminate the Agreement for convenience:
3.3.1 during the Initial Free Trial, on giving not less than five (5) days’ written notice to the other party; or
3.3.2 during the Subscription Term, on giving not less than the number of days written notice to the other party that is set out in the Order Form, provided that such termination does not take effect before the end of the Initial Subscription Period or the then current Renewal Period as applicable.
3.4 The rights, remedies, obligations or liabilities of either party which have accrued up to the date of termination, will not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
4 CHARGES AND PAYMENT
4.1 During the Subscription Term, you shall pay the Subscription Fees to us for the Subscription in accordance with this clause and the Order Form.
4.2 You hereby authorise us to deduct payment for the Subscription Fees upon commencement of the Subscription Term from the payment details set out in the Order Form, and thereafter on the Monthly Payment Date during the Subscription Term.
4.3 If we have not received payment within thirty (30) days after the due date, and without prejudice to any other rights and remedies we have, we may, without liability to you, disable your password, account and access to all or part of the Services and the we shall be under no obligation to provide any or all of the Services while the outstanding sums due remain unpaid.
4.4 All amounts and fees stated or referred to in this Agreement:
4.4.1 shall be payable in the currency specified in the Order Form;
4.4.2 are non-refundable; and
4.4.3 are exclusive of value added tax which, where applicable, shall be added to our invoice(s) at the appropriate rate.
4.5 We shall be entitled to increase the Subscription Fees at the start of each Renewal Period by giving not less than thirty (30) days’ prior notice to you.
5 CUSTOMER OBLIGATIONS AND WARRANTIES
5.1 You shall provide all information and assistance as reasonably required by us in order to initiate and maintain your use of the Services.
5.2 You shall obtain, and shall during the Subscription Term maintain, all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform our obligations under this Agreement.
5.3 You are solely responsible for ensuring that the level of information access which is available to each Authorised User is appropriately configured in the Platform, and that each Authorised User complies with any applicable provisions of these Subscription Terms and with the EULA.
5.4 You shall ensure that all information which is submitted to the Platform is accurate and up to date and in the required format.
5.5 You represent and warrant that:
5.5.1 Where appropriate you own, or have obtained valid licenses of all intellectual property rights in relation to, the Data uploaded on the platform including possible software of a third party installed, uploaded or developed on the platform;
5.5.2 you have full capacity and authority and all necessary licenses, permits and consents from third parties and Authorised Users to enable you to upload the Data to the platform and perform all of your obligations under this Agreement;
5.5.3 the information that you provide to us and which is submitted and
5.5.4 the Order Form has been executed by your duly authorised representative.
6 DATA AND PRIVACY
6.1 You and / or the relevant Authorised User shall own all right, title and interest in and to the Data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
6.3 If we process any personal data on your behalf when performing our obligations under this Agreement, you acknowledge that you shall be the data controller and we shall be a data processor (as defined in the Data Protection Legislation) and in any such case:
6.3.1 you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you and / or the Authorised Users are located in order to carry out the Services and our other obligations under this Agreement;
6.3.2 you shall ensure that the you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf;
6.3.3 you shall ensure that Authorised Users and any other relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable Data Protection Legislation;
6.3.4 you shall co-operate as requested by us to enable us to comply with any exercise of rights by a data subject under the Data Protection Legislation in respect of personal data processed by us under this Agreement, and reimburse us for all reasonable costs we incur in complying with any such exercise of rights by a data subject;
6.3.5 we shall process the personal data only in accordance with the terms of this Agreement and any lawful instructions reasonably given by you from time to time; and
6.3.6 each of us shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
6.4 For the avoidance of doubt, where the Data is provided to us by your Authorised Users, we shall be a data processor for the purposes of the Data Protection Legislation, and you shall be the data controller.
6.5 You are responsible for maintaining a copy of any Data that you submit onto the Platform. If you require any assistance from us in recovering any Data held in the Platform after the suspension or termination of the Services pursuant to this agreement, then you will be responsible for paying our reasonable costs of providing such assistance. We may destroy any Data submitted onto the Platform by you or your Authorised Users 90 days of the Services being terminated.
7 AMENDING SUBSCRIPTIONS
7.1 You may during the Subscription Term add or remove Authorised Users via the appropriate function in the Platform, and configure what level of access is available to each Authorised User.
7.2 Where you attempt to increase the number of Authorised Users beyond the maximum numbers stipulated in the Order Form, then we shall evaluate such request and respond to you with an approval or rejection of the request. Where such request is approved, we reserve the right to increase the Subscription Fees in line with the number of additional Authorised Users that have been requested, and we shall use our reasonable endeavours to amend the Authorised User access within thirty (30) days of the request.
7.3 We shall be entitled to make changes to the functionality or characteristics of the Services during the Subscription Term, and to improve or update the Services as necessary to fix defects, bugs, malfunctioning or errors of the Services, to cure security vulnerabilities of the system, or to comply with any new laws, regulations acts or orders of any authority or body with appropriate jurisdiction.
7.4 We may also update the terms of this Agreement from time to time. Any changes will be notified to you so that you can choose whether or not to cancel your Subscription. The changes will apply to the Services from your next payment after we notify you of such changes.
8 THIRD PARTY PROVIDERS
9 SUSPENSION AND TERMINATION
9.1 If any Authorised User breaches any term of this Agreement or the EULA, we shall have the right to suspend the Authorised User’s access to the Services and ask the Authorised User and / or you to remedy the breach within a reasonable time. Where (a) the Authorised Users and / or you fail to remedy the breach within the applicable timeframe; or (b) we have reasonable evidence of possible risk to our systems or the Services provoked by the breach or infringing Data or there is reasonable evidence of fraudulent or illegal activities; we shall have the right to:
9.1.1 remove any infringing Data; and/or
9.1.2 immediately suspend or terminate the Authorised User’s access to the Services.
9.2 We may also suspend the Services at any time in order to carry out planned or unscheduled maintenance.
10 LIMITATION OF LIABILITY AND INDEMNITY
10.1 Except as specifically provided in this Agreement or the EULA:
10.1.1 you assume sole responsibility for results obtained from your use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any Data, information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction, save as provided in clause 10.2 below;
10.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
10.1.3 the Services are provided to you on an “as is” basis.
10.2 Nothing in this Agreement excludes our liability for any liability that cannot be excluded as a matter of law.
10.3 Subject to clause 10.1 and clause 10.2:
10.3.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
10.3.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for the Subscription during the six (6) months immediately preceding the date on which the claim arose.
10.4 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (a) your use of the Services in a manner which contravenes the terms of this Agreement; and / or (b) use of the Platform by your Authorised Users in a manner which contravenes: (i) these Subscription Terms or (ii) the terms of the EULA or (iii) the terms of any third party providers referred to in Clause 8 or (iv) the terms of any contract between you and the Authorised User.
11.1 You shall, on receiving a request from us, perform or procure the performance of all such acts and / or execute or procure the execution of all such documents as may be reasonably necessary or desirable to give full effect to this Agreement and to secure to such other party the full benefit of the rights and remedies conferred upon it by or pursuant to this Agreement.
11.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this Agreement. You may not at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights and obligations under this Agreement without our prior written consent.
11.3 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement shall preclude or restrict the further exercise of that or any other right or remedy.
11.4 This Agreement constitutes the entire understanding and agreement between the parties relating to its subject matter and supersedes all previous understandings, agreements, negotiations and discussions between the parties relating to such subject matter.
11.5 If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
11.6 For the purpose of the Contracts (Rights of Third Parties) Act 1999, no term of this Agreement is intended to be enforceable by any person who is not a party to it. For the avoidance of doubt, the parties to this Agreement are Propierge Limited and the subscriber entity indicated on the relevant Order Form, to the exclusion of any Authorised Users.
11.7 This Agreement and any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.8 The legal relationship created by and any dispute or claim arising out of or in connection with this Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
Any prices published throughout this website do not include any applicable IVA/VAT.
Property Managers who operate in Sotogrande, San Roque Club and Alcaidesa (in Cádiz province) are specifically excluded from obtaining a license to use the Propierge System.
All advertised prices, free trial period and any special offers are subject to change in the future at our discretion, no prior notice needs to be given.
Please read the Subscription Terms and Conditions carefully before you submit and confirm your order with us. We would like to particularly draw your attention to clauses 3 (Term, Termination and Renewal), 5 (Customer Obligations and Warranties) and 10 (Limitations of Liability and Indemnity).