Landlord Subscription Terms

These subscription terms (“Agreement”) set out the terms of the relationship between you, the Subscriber and Husmus Ltd (registered number: 11517165) whose registered office is at Lytchett House 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, Dorset, United Kingdom, BH16 6FA ("us", "we" or "Husmus").

Through Husmus' Software Service, our focus is to improve long-term property rental through end-to-end process automation and superior customer experiences. We aim to provide simple, transparent infrastructure and relevant information to allow our users to make the right rental decisions for them. For more information on the Software Service, please refer to our information page: https://husmus.net.

We have agreed to grant you a non-exclusive licence to access the Software Service, on the terms set out below.

These terms should be read in conjunction with the Confirmation Email (which sets out the basic terms of your subscription or use of our Software Service) which together with these terms, comprise the contract between you and us for the use of the Software Service.

1. Definitions

In this Agreement the following expressions have the meanings stated, unless the context otherwise requires:

"Confirmation Email"	means the email sent by us to you confirming the details of your subscription to the Software Service;
"Fees"	means the Subscription payable in order to access or use the Software Service;
"Initial Subscription Term"	means the initial term of your subscription as specified in the Confirmation Email;
"Intellectual Property Rights"	means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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;
"Party"	means Husmus or the Subscriber and collectively are the “Parties”.
"Renewal Date"	means either: a) the last day of the Initial Subscription Term; or b) an anniversary of last day of the Initial Subscription Term.
"Start Date"	the date on which the Software Service is made available to the Subscriber;
"Software Service"	the data feed and/or other service to which you have subscribed as described in the Confirmation Email.
"Software"	refers to the software which operates the Software Service;
"Subscriber"	refers to: - a property provider (i.e. a landlord, local council or housing association); or - a service provider (including but not limited to a professional plumber or electrician) who has registered to use our Software Service on a subscription basis and who is the legal owner of the property in question. To “subscribe” is to be interpreted accordingly;
"Subscription Fee"	the fee for the subscription set out in the Confirmation Email, as may be varied in accordance with clause 4 below;
"Subscriber's Group"	shall be the Subscriber, Subscriber's parent company holding a majority interest in the Subscriber, any such parent company's majority owned subsidiaries, and the Subscriber's majority owned subsidiaries;
"Subscriber Materials"	means all data information, material or other content that is uploaded or stored on the Software Service by the Subscriber or otherwise supplied by the Subscriber to Husmus for uploading to, transmission by or storage on the Software Service. This may include property listings, documents, resources, and personal data;
"Subscription Term"	means the term of your Subscription;
"Third Party Software"	means any third party which may be used in conjunction with the Software Service including the third party software identified in the Confirmation Email;
"Use"	the use, copying or transmission of the Software Service in any manner whatsoever;
"We" or "we"	means Husmus Ltd (registered number: 11517165) whose registered office is at Lytchett House 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, Dorset, United Kingdom, BH16 6FA;
"You" or "you"	means the Subscriber.

2. The Software Service

• 2.1 In order to subscribe to our Software Service, you must be a “Subscriber” as defined above and comply with the terms set out in this Agreement. You accept sole responsibility for obtaining appropriate local or national accreditations, memberships, affiliations, insurances (or other relevant requirements) for conducting your business as a Subscriber.
• 2.2 You will be required to register an account with us and go through a verification process (namely ownership of the property verification) in order to access the Software Service. You are not permitted to register an account with us if you are a property estate agent. Your account is strictly for your individual use and you are therefore not authorised to share or otherwise permit any other individual to have access to or use your account, including members of your Subscriber's Group. If as a Subscriber you are registering on behalf of an organisation and you would like the Subscriber's Group or for multiple users to have access to the Software Service, additional user accounts may be requested at an additional fee by contacting support@husmus.net.
• 2.3 We may offer differing levels of subscription with access to different levels of functionality or services. Accordingly access to certain features may be restricted or limited, depending on your subscription type.
• 2.4 We reserve the right to add or remove services and functionality from any subscription type or to add or remove subscription types.
• 2.5 You agree (i) to prevent unauthorised access to, or use of, the Software Service and will notify us as soon as possible if you become aware of any unauthorised access or use. You agree to only use the Software Service for lawful purposes and not to violate any law of any country or the intellectual property rights of any third party.
• 2.6 We will provide you with our standard customer support services Monday to Thursday (inclusive) by email, phone or web portal (at our discretion) however we may from time to time and at our discretion, vary our support services in.
• 2.7 Notwithstanding anything to the contrary, this Agreement does not permit you to use the Software Service in order to supply similar services to any third party.

3. Restrictions

• 3.1 You agree that you will not, except as may be allowed by any applicable law which is incapable of exclusion by this Agreement between the Parties or except to the extent expressly permitted under these terms or agreed between us in writing:
  • (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Software Service in any form or media or by any means;
  • (b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or Software Service;
  • (c) access all or any part of the Software or Software Service in order to build a product or service which competes with the Software Service;
  • (d) provide the Software Service to third parties;
  • (e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software Service available to any third party except as otherwise permitted pursuant to the Confirmation Email,
  • (f) make available in any way for the use or benefit of any unauthorised party, any information, materials, software, or other proprietary information received from us, in whole or in part, unless we agree in writing;
  • (g) unless we otherwise agree remove, deface, obscure, or alter our or any third party's copyright notices, trademarks or other proprietary rights notices affixed to or provided as part of the Software Service;
  • (h) modify, incorporate into or use the Software Service or Software with other software, or create a derivative work;
  • (i) use any robot, spider, scraper, or other automated means to access the Software or Software Service for any purpose without our written consent;
  • (j) attempt to obtain, or assist third parties in obtaining, access to the Software Service other than in accordance with these terms; or
  • (k) use or attempt to use the Software Service for subletting purposes.
• 3.2 We will not be responsible for your integration of the Software Service within your systems and are not liable for any loss, damage or liability that may arise as a result of this.
• 3.3 You shall use commercially reasonable endeavours to prevent any unauthorised access to, or use of, the Software Service and, in the event of any such unauthorised access or use, promptly notify us.

4. Fees & Payment

• 4.1 You agree to pay all applicable Fees (including the Subscription Fee) in accordance with the Confirmation Email (e.g. annually). The Subscription Fee shall be payable in advance of the Start Date.
• 4.2 For details on current Fees payable for the Software Service please see https://husmus.net.
• 4.3 A valid debit/credit card will be required from you in order to register an account that incurs a Subscription Fee. Husmus does not handle any payments itself and accordingly payments will be collected via our payment processor using Third Party Software. You are also responsible for ensuring that your contact information, billing information and debit/credit card information is accurate and kept up to date. We will have no liability or responsibility with respect to this.
• 4.4 We reserve the right to charge you interest in respect of the late payment of any sum due under this Agreement (after as well as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of the Bank of England from the due date until payment.
• 4.5 We may at our discretion suspend access to the Software Service immediately in the event that any Fees due from you are outstanding and, we may delete your account with Husmus including any Subscription Materials uploaded or otherwise inputted into the Software or Software Service where sums are outstanding for 30 days or more from the payment due date.
• 4.6 In the event this Agreement is terminated by you under clause 10.4 or by us other than under clause 10.4, we will refund a pro rata proportion of any Subscription Fees paid in advance by you. In the event we terminate this Agreement under clause 10.4 or you terminate other than under clause 10.4 then no Subscription Fees paid in advance by you will be refundable to you. However other than as set out in this clause or elsewhere in this Agreement, Fees will only be refundable at our sole discretion and we are unlikely to provide you with refund in the event that our Software Service is unused, or in the event that you terminate, or change your subscription with us.
• 4.7 We may at our sole discretion offer a free trial to help you determine whether our Software Service is right for you. A valid debit/credit card is required, although no payment will be taken from your account during the free trial. If you do not wish to continue using our Software Service, we recommend that you terminate your account before or upon completion of the free trial period by logging into your account. At the end this period, if you have not terminated the free trial, you will automatically roll-over onto the payment plan for the agreed Subscription Term.
• 4.8 We may at our sole discretion offer a trial to certain modules of the Software Service to help Subscribers determine whether our Software Service is right for them. A valid debit/credit card is required and you will be billed the agreed amount before the agreed trial date. Shortly before the end of this period, we will send you a notice reminding you of the upcoming trial termination and you will have the option of either cancelling the trial or at sole discretion, amending the Subscription Term, via the account page. At the end this period, if you have not cancelled your trial via the account page, you will automatically roll-over onto the payment plan for the agreed subscription term.
• 4.9 We reserve the right to change or amend our Subscription Fees at any time. You will receive notice of these changes 30 days before any changes take effect. If you do not wish to continue your Subscription at the revised fees, you must terminate your account prior to these changes taking effect. Failure to do so will result in you being billed in full for the relevant Subscription you signed up to, in agreement with these terms and such Fees will be non-refundable.

5. Data Protection

• 5.1 Husmus agrees to process the personal data for which it is a controller in accordance with its Privacy Notice (available here: https://husmus.net/privacy.
• 5.2 If and to the extent that Husmus processes personal data on behalf of the Subscriber for which the Subscriber is the controller (i.e. if the Subscriber Materials incorporate personal data), Husmus' standard Data Processing Agreement (“DPA”) will apply. A copy of the DPA will be made available to you on request and is otherwise available on our website: https://husmus.net/legal. If you require a separate signed DPA then please contact us. The DPA will govern the terms under which we collect and process the relevant Subscriber personal data.

6. Intellectual Property and Third Party Licence

• 6.1 You acknowledge that all Intellectual Property Rights in the Software and Software Service belong and shall belong to us or our licensors (as the case may be), and you shall have no rights in or to the Software or Software Service other than the right to access the Software Service in accordance with the terms of this Subscription.
• 6.2 You agree to comply with the terms of any third party end-user licence agreement to the extent that we incorporate third party elements into the Software Service, and communicate these terms to you prior to the commencement of your Subscription.
• 6.3 You or the relevant licensors (as the case may be) shall retain all intellectual property rights and ownership in the Subscriber Materials. By uploading any Subscriber Materials to our Software or Software Service, you acknowledge and agree that you are validly licensed to use any such Subscriber Materials and we will have no liability for any misuse of data by you. You also hereby grant Husmus a non-exclusive, unlimited license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example) your Subscriber Materials as we see fit.

7. Warranty

• 7.1 Subject to the exceptions set out below and the limitations on our liability we warrant that we have the right power and authority to authorise access to the Software Service upon the terms and conditions of this Agreement and that the Software Service will comply in material respects with the functionality described on our website or other marketing materials when you register for the Software Service.
• 7.2 The Software Service is provided “as is” and we do not warrant that the use of the Software Service will be uninterrupted, error-free or 100 % accurate.
• 7.3 The Software Service may be unavailable during planned maintenance carried out during our planned maintenance windows as well as unscheduled maintenance (provided that we have used reasonable endeavours to give you notice in advance).
• 7.4 You accept responsibility for the selection of the Software Service to achieve your intended results and acknowledge that the Software Service has not been developed to your specific requirements.
• 7.5 We will have no liability to remedy a breach of warranty where such breach arises as a result of any breach by you of the terms of this Agreement.
• 7.6 All other conditions, warranties or other terms which might have effect between the Parties or be implied or incorporated into this Agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to including but not limited to the warranties of satisfactory quality, merchantability, fitness for a particular purpose and non-infringement.
• 7.7 We may, at our discretion, remedy any breach of warranty by the provision of technical support free of charge.

8. Limitation of Liability

• 8.1 Except as expressly stated in this clause 8:
  • 8.1.1 We shall not in any circumstances have any liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise howsoever, and which fall within any of the following categories:
    • (a) loss of profits;
    • (b) loss of revenue;
    • (c) loss of anticipated savings;
    • (d) loss of business opportunity;
    • (e) loss of goodwill;
    • (f) loss or corruption of data;
    • (g) indirect or consequential losses.
• 8.2 While we take reasonable technical steps to verify and authenticate Subscribers, we do not offer any guarantee that each Subscriber is the person they purport to be and we cannot guarantee that the Software Service will not be fraudulently used by Subscribers to potentially gain access to your systems or services. We will therefore not be liable for fraudulent use of the Software Service by end-users save in circumstances arising directly from our negligence.
• 8.3 We will use reasonable endeavours to ensure that the Software Service operates within applicable regulatory requirements as reported to us, but we will not be responsible for or liable for any regulatory requirements or obligations. We are not in a position to evaluate risks associated with your use of the Software Service for regulatory compliance. Accordingly, if you propose to use the Software Service to comply with your regulatory obligations it is your responsibility to ensure that the Software Service meets such requirements.
• 8.4 We will not be liable for any losses arising from the integration of the Software Service with any other software or systems used by you.
• 8.5 Our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this Agreement or any collateral contract, shall in no circumstances exceed a sum equal to 100% of the Subscription Fees paid by you in the period leading up to the claim.
• 8.6 The exclusions in this clause 8 shall apply to the fullest extent permissible at law, but we do not exclude liability for:
  • 8.6.1 death or personal injury caused by our negligence, or the negligence of our officers, employees, contractors or agents;
  • 8.6.2 fraud or fraudulent misrepresentation;
  • 8.6.3 any other liability which may not be limited or excluded by law.
• 8.7 All dates supplied by us for delivery of any Software Services shall be treated as approximate only. We shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates.

9. Confidentiality

• 9.1 The Parties will keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this Agreement save that which is:
  • 9.1.1 trivial or obvious;
  • 9.1.2 already in its possession other than as a result of a breach of this clause; or
  • 9.1.3 already in or subsequently enters the public domain other than as a result of a breach of this clause.
• 9.2 You acknowledge and hereby grant consent to Husmus to disclose such confidential information to its employees, professional advisers, insurers, agents and subcontractors, as required by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, as deemed appropriate.
• 9.3 Each of the Parties will take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this clause by its employee's agents and sub‑contractors.
• 9.4 For the avoidance of doubt, these Terms apply throughout the Subscription Term and shall continue following termination of this Agreement. In addition, any information relating to the running of Husmus, such as processes relating to technology, methodologies, machine learning and/or other items relating to our Software Services will also remain confidential beyond the Subscription Term.

10. Term, Renewals & Termination

• 10.1 The Agreement shall, unless otherwise terminated as provided in this clause, commence on the Start Date and shall continue for the minimum subscription term as specified in the Confirmation Email (“Initial Subscription Term”) and, thereafter this Agreement shall be automatically renewed at your option, either for successive periods of 1 month or equivalent to the Initial Subscription Term(each a “Renewal Period”).
• 10.2 Notwithstanding the above or anything to the contrary in these terms, you are free to cancel your Subscription at any time. Upon cancelling your Subscription, you will have access to our Software Service for the remainder of the Subscription term however all Fees will still be due and payable by the Subscriber for the full Initial Subscription Term or Renewal Period as the case may be and Husmus reserves the right to collect all outstanding Fees from you, whether as one or several payments. At the end of the applicable Subscription Term, you will not be able to use our Software Service and access to your data or personal information will be denied.
• 10.3 Without prejudice to the above, you will be provided with 14 days' notice prior to it automatically renewing for a further 12 months. Should the Subscriber not wish to renew their Subscription they must cancel their account via their account page before the end of the Subscription Term, in which case this Agreement shall terminate upon the expiry of the Subscription Term. If the Subscriber does not cancel their Subscription in time and they enter a new billing period, the Fees in respect of that 12 month period will still be payable by the Subscriber and will not be refunded save where the Subscriber cancels within 14 days of entering a new billing period in which case the Fees in respect of the first month only will be payable and will not be refunded.
• 10.4 In addition to, but without prejudice to the other rights and remedies of each Party under this Agreement, in the event that:
  • 10.4.1 either Party fails to perform or comply with any of its material obligations under this Agreement and such failure is not remedied within 30 days of written notification; or
  • 10.4.2 either Party enters into insolvency;
    Then the other Party may terminate this Agreement immediately by written notice.
• 10.5 For the purposes of clause 10.4, a Party shall be regarded as entering into insolvency if:
  • 10.5.1 it suspends or ceases or threatens to suspend or cease all or a substantial part of its operations;
  • 10.5.2 a meeting is convened, an order made or a resolution passed for its winding-up (except for the purposes of a reconstruction or amalgamation whilst solvent);
  • 10.5.3 a petition is presented for its winding up and not stayed, dismissed or withdrawn within 10 days (unless it is demonstrated to the other party's satisfaction that the petition is frivolous or vexatious and it is dismissed before the petition is advertised and in any event within 14 days of presentation);
  • 10.5.4 a petition is presented for the appointment of an administrator in relation to it and is not dismissed within two days or in the case of a petition presented by a creditor, within two days of actual service by that creditor on it;
  • 10.5.5 a distress, execution or other legal process is levied against any of its assets and is not discharged or paid out in full within three days;
  • 10.5.6 an encumbrancer takes possession of or a receiver or an administrator or similar official is appointed in respect of the whole or any part of its assets or undertaking;
  • 10.5.7 it ceases or suspends generally the payment of its debts or is unable to pay its debts or is deemed unable to pay its debts within the meaning of s123 Insolvency Act 1986; or
  • 10.5.8 if any event occurs which, under the applicable law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned above.

11. Non-Solicitation

• 11.1 You undertake that during the term of this Agreement and for a period of 6 months following termination or expiry of this Agreement neither you, nor any member of the Subscriber's Group will, directly or indirectly (whether on your own account or on behalf of another) employ or engage; solicit or entice away from us; or endeavour to solicit or entice away from us any person who was employed or otherwise engaged by us in developing, supporting or maintaining the Software Service or delivering services to you or any member of the Subscriber's Group.

12. General

• 12.1 Entire Agreement: This Agreement constitutes the whole agreement and understanding of the Parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement, provided always that nothing in this clause shall limit or exclude any liability for fraud.
• 12.2 No Waiver: The Parties agree that a failure by either Party to enforce the performance of any provision in this Agreement shall not constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.
• 12.3 Severance: If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
• 12.4 Variation: Unless otherwise expressly provided elsewhere in this Agreement, this Agreement may be varied only in writing by both of the Parties.
• 12.5 Notices: All notices or communication given under this Agreement shall be in writing (a reference to writing or written includes email). Notices shall be deemed to have been duly given:
  • when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
  • when sent, if transmitted by fax or e-mail and a successful transmission report or return receipt is generated;
  • on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid;
  • on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    In each case notices should be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.
• 12.6 Assignment: You are not entitled to assign or otherwise transfer this agreement of any of your rights or obligations, nor are you permitted to sub‑license the use (in whole or in part) of the Software without our prior written consent.
• 12.7 Force Majeure: Neither Party will be liable to the other for any delay in performing or failure to perform any of its obligations (other than a payment obligation) under this Agreement as a result of any cause outside its reasonable control. Subject to the affected Party promptly notifying the other Party in writing of the cause and the likely duration of the delay or non-performance and provided that the affected Party shall use reasonable endeavours to limit the effect of such event on such other Party, such delay or failure, to the extent affected by the cause will not constitute a breach of the Agreement.
• 12.8 Rights & Remedies: except as otherwise expressly provided in this Agreement, all rights contained in this Agreement and all remedies available to either Party for breach of this Agreement are cumulative and may be exercised separately or concurrently. The exercise of any one right or remedy shall not be deemed an election of such right or remedy to the exclusion of other rights and remedies. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
• 12.9 Contracts (Rights of Third Parties) Act 1999: except as otherwise expressly provided in this Agreement, a person who is not a Party to this Agreement or a permitted assignee has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
• 12.10 Governing Law and Jurisdiction: 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 Wales and the Parties irrevocably submit to the exclusive jurisdiction of the English courts in respect thereof.