SWIPE LANDLORD TERMS AND CONDITIONS
1.1 In these Conditions, the following definitions apply:
(a) “Applicable Laws” means all applicable laws, statutes, regulations from time to time in force.
(b) “Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
(c) “Commencement Date” has the meaning set out in Clause 2.1.
(d) “Conditions” means these Swipe Landlord terms and conditions as amended from time to time in accordance with these Conditions.
(e) “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010.
(f) “Data Protection Law(s)” means all applicable laws which govern the use of data relating to identified or identifiable individuals, including the Data Protection Act 1998, the GDPR and any legislation which implements the GDPR in the United Kingdom and the Privacy and Electronic Communications (EC Directive) Regulations 2003, as amended or replaced from time to time, and thereafter any law applicable in the United Kingdom which deals with data protection to the extent applicable to a party.
(g) “Fees” means the amounts due to Swipe Living payable by the User under the User Agreement for the Services and set out or calculated in accordance with the “Fees” section of the Registration Form (or as varied from time to time in accordance with Clause .2).
(h) “GDPR” means the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.
(i) “Group” means in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company.
(j) “Initial Term” means the initial term of the User Agreement, as set out in the Registration Form (as extended from time to time in accordance with Clause 10.1 or agreed between the parties in writing).
(k) “Intellectual Property Rights” means all rights available for the protection of any discovery, invention, name, design, process, works, in trade marks, trade names, domain names, business names, logos or service marks, patents, copyrights, registered designs, design rights, database rights, rights to or in computer software, know-how, trade secrets, rights to and in confidential information and all other intellectual property rights and rights and or forms of protection of a similar nature or effect which may subsist anywhere in the world whether or not registered or capable of registration, together with all applications for registration of, and any licence to use any of the foregoing and “Intellectual Property” shall be construed accordingly.
(l) “Landlord” means the owner of available student accommodation.
(m) “Late Payment Legislation” means the Late Payment of Commercial Debts (Interest) Act 1998, the Late Payment of Commercial Debts Regulations 2002 and the Late Payment of Commercial Debts Regulations 2013.
(n) “Managing Agent” means a letting agent who manages a Landlord’s student accommodation on the Landlord’s behalf.
(o) “Notice Period” means at least 30 days’ prior written notice which shall commence on the date that the notice is deemed to have been received by a party pursuant to Clause 11.4 and will expire on the last day in a calendar month on or after the expiry of the 30 day period.
(p) “Personal Data” means any personal data (as defined in the Data Protection Laws) which is processed by the parties from time to time in connection with this User Agreement.
(q) “Registration” means the User’s entitlement to the Services subject to these Conditions.
(r) “Registration Form” means the document identified as the Swipe Landlord registration form and which contains the User’s application for Registration, the Services and the Fees.
(s) “Services” means the services provided by Swipe Living to the User which are set out in this User Agreement including the provision of access to Swipe Landlord and any other services agreed by the parties from time to time in writing.
(t) “Student” means student consumers that use Student Swipe.
(u) “Student Swipe” means Swipe Living’s Student facing software application for use with mobile devices and any other technological platforms or innovations used or operated by Swipe Living to deliver Swipe Living’s services whether now or in the future.
(v) “Swipe Landlord” means Swipe Living’s Landlord/Managing Agent facing software application for use with mobile devices and any other technological platforms or innovations used or operated by Swipe Living to deliver Swipe Living’s services whether now or in the future through which the Services are provided.
(w) “Swipe Living” means Swipe Living Limited registered in England and Wales under company number 10205605 and whose registered office at Ashcourt Group, Foster Street, Hull, England, HU8 8BT and email address is firstname.lastname@example.org.
(x) “Tenancy Agreement” means an agreement entered into between a Landlord and a Student setting out the terms and conditions of the Student’s tenancy at the Landlord’s property.
(y) “User” means the individual or organisation (either Landlord or Managing Agent) who has applied to register to use Swipe Landlord as identified on the Registration Form.
(z) “User Agreement” means the agreement between Swipe Living and User for the supply of Services in accordance with these Conditions.
(aa) “User Data” means all Personal Data, property information, photographs, images, property plans and any other content or information provided by the User to Swipe Living and which may include data about a Student.
(ab) “Virus” means anything or device (including software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of the Platforms, or any software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the User experience, including worms, Trojan horses, viruses and other similar things or devices.
1.2 In these Conditions: headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions; references to Clauses and Schedules are to the clauses and schedules of these Conditions; words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; any reference to any law, statute, statutory provision, statutory instrument, directive, subordinate legislation, code of practice or guideline shall be construed as a reference to the same as may be amended, consolidated, modified, extended, re-enacted or replaced from time to time; and use of words such as “include”, “including” and “in particular” shall not limit the generality of any preceding or following words which are not intended to be exhaustive.
1.3 The terms ‘Data Controller‘, ‘Data Processor‘, ‘Data Subject‘, ‘Processing‘ and ‘Process‘ have the meaning attributed to those terms in the Data Protection Laws.
2 USER AGREEMENT
2.1 The Registration Form constitutes an offer by the User to purchase the Services in accordance with these Conditions. The Registration Form shall only be deemed to be accepted when Swipe Living signs and dates the Registration Form. The User Agreement shall commence on the date as specified in the Registration Form. Swipe Living does not have to give any reason for declining an application for Registration.
2.2 These Conditions apply to the User Agreement to the exclusion of any other terms that the User may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.3 Swipe Living is not responsible for the conduct of any prospective Student during the negotiations of any Tenancy Agreement with the Landlord. The User accepts that any decision made by the Landlord to let a property to a particular Student is made solely by the Landlord without any representation, warranty or statement made to them by Swipe Living.
2.4 A Tenancy Agreement is made exclusively between the Landlord and a Student. Swipe Living is not a party to any Tenancy Agreement, or negotiation of any Tenancy Agreement, and does not fulfil any obligations derived from the contractual relationship between the Landlord and a Student nor does Swipe Living guarantee the performance of the Landlord to a Student. Swipe Living disclaims all liability arising from or related to any Tenancy Agreement to the fullest extent permitted by law.
2.5 Swipe Living has no obligation to the User to guarantee any payments due from a Student nor to reinstate or repair any accommodation let by the User at the end of the Tenancy Agreement.
2.6 To the fullest extent Swipe Living is lawfully permitted to do so, Swipe Living disclaims all liability for the legality, accuracy or completeness of any tenancy offers, User Data or any other content posted by the User on Swipe Landlord or by a Student on Student Swipe and in respect of any proposed Tenancy Agreement that fails to complete for any reason whatsoever.
2.7 If there is any conflict between the terms of these Conditions or the Registration Form, the terms of the Registration Form will prevail.
3 THE SERVICES
3.1 Swipe Living shall supply the Services to the User in accordance with these Conditions. The User shall only be entitled to those Services as specified in the Registration Form.
3.2 Swipe Living shall have the right to vary the Services from time to time. Swipe Living shall notify the User in any such event.
3.3 Subject to clause 3.4, Swipe Living will use its reasonable endeavours to maintain the availability of Swipe Landlord and will use reasonable endeavours to provide the Services.
3.4 The User acknowledges that access to the internet, mobile phone networks and other communication media required for the provision of the Services are inherently associated with risk including Viruses, data security, and piracy, availability of the Services and reliability of transmission. Swipe Living does not warrant that any of the Services will be provided without interruption or error-free. Swipe Living reserves the right to suspend all or part of the Services as may be necessary to undertake routine or emergency maintenance from time to time.
4 USER OBLIGATIONS
4.1 The User shall:
(a) ensure that the content of the Registration Form, the User Data and any other information that the User provides to Swipe Living are complete, accurate and not misleading and shall promptly update or correct User Data on becoming aware of any errors or inaccuracies and shall provide such assistance as Swipe Living shall reasonably require to identify and remedy any unauthorised use of User Data;
(b) within no more than five (5) Business Days of (i) a Tenancy Agreement being entered into in respect of a property or (ii) a property being sold, the User will either alter the status of the property details in the upload provided to Swipe Living on Swipe Landlord so that it may be displayed as “let” as appropriate on Student Swipe or will remove the property from the upload provided to Swipe Living on Swipe Landlord so that it is no longer displayed on Student Swipe;
(c) co-operate with Swipe Living in all matters relating to the Services;
(d) obtain and maintain all necessary licences, permissions and consents which may be required for the operation of the User’s business and observe, perform and comply in all respects with all Applicable Laws;
(e) act at all times in accordance with best professional practice and not carry on business in a manner which is unbefitting of a Swipe Landlord registrant (in Swipe Living’s reasonable opinion);
(f) not use Swipe Living’s name, the name of any Group company of Swipe Living or any trade or service marks of Swipe Living or its Group in a defamatory or derogatory manner or in any way that might bring Swipe Living, its Group or its directors or employees into disrepute nor shall the User misuse or deface (or allow to be misused or defaced) any marketing materials provided to it by Swipe Living;
(g) provide to Swipe Living its valid, functioning contact details (including email address, telephone number and address) and will immediately advise Swipe Living of any changes that would prevent the User being contacted. If the User’s nominated contact methods are not able to receive incoming calls or messages, Swipe Living will not be liable for any loss the User suffers as a result of not receiving calls or emails;
(h) not disadvantage Swipe Living over other online student accommodation portals when advertising any new properties or instructions and ensure that the User uploads new properties or instructions to Swipe Landlord at the same time that the User uploads new properties to any other online property portal;
(i) ensure that the User has authority or permission to upload User Data to Swipe Landlord before the User uploads such User Data to Swipe Landlord and the User shall provide Swipe Living with evidence of the User’s ownership of the images and content or authority to use the same promptly upon request; and
(j) ensure that only its authorised persons have access to the Services and that where the User provides User Data via Swipe Landlord it shall only do so in a format compatible with any technical specifications issued by Swipe Living from time to time.
4.2 The User warrants that:
(a) where the User is a Landlord, the User carries on business as a landlord or property owner, and where the User is a Managing Agent, the User carries on business as a letting agent who manages a Landlord’s student accommodation on the Landlord’s behalf, and that the User has not misrepresented the nature of the User’s business to Swipe Living;
(b) the User Data will comply with all Applicable Laws, will not be defamatory or infringe any copyright, trade mark or other Intellectual Property Rights or rights of any third party whatsoever and will not contain any Personal Data;
(c) the User is not acting as a consumer as defined in the Consumer Rights Act 2015 (as amended from time to time); and
(d) the User shall observe and perform all contractual obligations or promises (including advertising promises and promotions) made by or on behalf of the User to Students via Swipe Landlord.
5 FEES AND PAYMENT
5.1 The Fees and any other charges due hereunder shall be paid by the User in accordance with these Conditions.
5.2 Swipe Living reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days’ written notice to the User. Any Services provided after these changes have taken effect will be subject to the new Fees and/or new charging structure.
5.3 Unless otherwise specified on the Registration Form, Swipe Living shall issue an invoice for the Services for the duration of the Initial Term and any applicable Renewal Period (as defined in Clause 10.1 below) and the User shall pay the Fees set out in the invoice monthly by direct debit, unless another form of payment is agreed at Swipe Living’s discretion. If the User disputes any amount raised in the invoice, then the User must notify Swipe Living within five (5) Business Days from the date of the invoice.
5.4 The Fees are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT“).
5.5 Without limiting any other right or remedy of Swipe Living, if the User fails to make any payment due to Swipe Living under the User Agreement by the due date for payment (“Due Date“), Swipe Living shall have the right to charge interest at the rate of 8% per annum above the Bank of England’s base rate from time to time in force and reasonable legal fees in accordance with the Late Payment Legislation until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly. Swipe Living may also charge administration fees in accordance with the Late Payment Legislation.
5.6 If the User fails to pay any amount by the Due Date then Swipe Living may (in addition to any other rights that it may have) treat the User Agreement as terminated or suspend the Services until such time as all amounts are paid in full with interest and the User shall be required to reimburse Swipe Living, on demand, for all costs, losses and expenses Swipe Living incur in connection with the recovery of any payment(s) due to Swipe Living under the User Agreement which the User fails to pay Swipe Living on the Due Date.
5.7 If this User Agreement is terminated due to non-payment of Fees and the User subsequently applies for Registration again, the User will be charged a reconnection fee of £500.00 plus VAT.
5.8 The User shall pay all amounts due under the User Agreement in full without any deduction or withholding except as required by law and shall not be entitled to assert any credit, setoff or counterclaim against Swipe Living in order to justify withholding payment of any such amount in whole or in part.
The User shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the User by Swipe Living, its employees, agents or subcontractors, and any other confidential information concerning Swipe Living’s business or its products or its services which the User may obtain. The User shall restrict disclosure of such confidential information to such of their employees, agents or subcontractors as need to know it for the purpose of discharging the User’s obligations under the User Agreement and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the User. This clause 6 shall survive termination of the User Agreement.
7 INTELLECTUAL PROPERTY
7.1 The User hereby agrees that it is being given access under the User Agreement to Swipe Landlord solely for the purpose of receiving and using the Services and for no other purpose.
7.2 The User irrevocably acknowledges and confirms that all Intellectual Property Rights subsisting in relation to Swipe Landlord belong to Swipe Living and the User shall acquire no rights in or to Swipe Landlord other than the right to use it in accordance with the terms of this User Agreement and for the purposes of this User Agreement.
7.3 Swipe Living hereby grants the User, subject to the terms of this User Agreement, a non-exclusive, non-transferable personal right to use Swipe Landlord for the purpose of receiving and using the Services and the User hereby agrees to use Swipe Landlord for no other purpose and only in a manner reasonably necessary to achieve that purpose or as rendered lawful by the provisions of Section 50A or 50B of the Copyright, Designs and Patents Act 1988.
7.4 Except as expressly permitted by this User Agreement or by the provisions of Section 50A or 50B of the Copyright, Designs and Patents Act 1988, the User shall have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to Swipe Landlord in whole or in part.
7.5 Subject to Clause 9, the User shall indemnify Swipe Living against all liabilities, costs, expenses, damages and losses suffered or incurred by Swipe Living arising out of or in connection with any claim made against Swipe Living for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the supply of the Services provided that such claim is not as a result of any breach of this User Agreement by Swipe Living.
7.6 Subject to Clause 9, Swipe Living shall indemnify the User against all liabilities, costs, expenses, damages and losses suffered or incurred by the User arising out of or in connection with any claim made against the User for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the use of the Services provided that such claim is not as a result of any breach of this Agreement by the User.
7.7 If any third party makes a claim, or notifies an intention to make a claim (a “Claim“), against one party (the “Indemnified Party“) which may reasonably be considered likely to give rise to a liability of the other party (the “Indemnifying Party“) under an indemnity provided for by this User Agreement, the Indemnified Party shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Indemnifying Party, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed);
(c) give the Indemnifying Party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the Indemnifying Party and its professional advisers to examine them and to take copies (at the Indemnifying Party’s expense) for the purpose of assessing the Claim;
(d) subject to the Indemnifying Party providing security to the Indemnified Party to the Indemnified Party’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Indemnifying Party may reasonably request to avoid, dispute, compromise or defend the Claim (which may include the implementation of reasonable amendments to any affected Services provided that those do not have any material adverse impact on a party); and
(e) use its reasonable endeavours to mitigate as far as reasonably possible any liabilities, costs, expenses, damages and losses suffered or incurred which may be recoverable from the Indemnifying Party (whether under any indemnity or otherwise).
8 DATA PROTECTION
8.1 The parties acknowledge that both the User and Swipe Living will be a Data Controller in respect of the Personal Data they process pursuant to the User Agreement.
8.2 Each party warrants to the other that it shall, when processing the Personal Data:
(a) at all times comply with applicable Data Protection Laws including, without limitation, providing all privacy notices to, and obtaining any necessary consents from, Data Subjects, which are required to be provided and obtained under Data Protection Laws to allow them to lawfully process the Personal Data as required and permitted under the User Agreement; and
(b) take all appropriate technical and organisational measures to ensure a level of security for the Personal Data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data (a “Data Security Breach“).
8.3 Notwithstanding the generality of clause 8.2(b), Swipe Living shall provide a privacy notice to Students informing them in accordance with Data Protection Laws about the provision of their Personal Data by Swipe Living to the User
8.4 The User warrants that it shall:
(a) only process the Personal Data as for the purposes of, and to the extent necessary for, the Services and not for any other purpose;
(b) ensure that the User’s use of any Personal Data shall not put Swipe Living in breach of any Data Protection Laws; and
(c) notify Swipe Living in writing with full details as soon as possible and in any event within 24 hours of becoming aware of any actual or suspected Data Security Breach. The User shall comply with all reporting and notification obligations under Data Protection Laws and take all necessary action to promptly remedy the Data Security Breach, to prevent a recurrence of such a breach and avoid (or if that is not possible, to minimise) any loss or damage arising from the Data Security Breach. The User shall also provide Swipe Living with all necessary cooperation and assistance to enable Swipe Living to deal with the Data Security Breach as Swipe Living sees appropriate. Within 14 days of Swipe Living’s request, the User shall reimburse Swipe Living for all costs and expenses reasonably incurred by Swipe Living in connection with the Data Security Breach.
8.5 Swipe Living shall deal with any requests that Swipe Living or the User receives from Data Subjects to exercise their rights under Data Protection Laws and/or any communications from any data protection regulator relating to the Personal Data that are addressed to either party in accordance with Data Protection Laws. The User shall provide any assistance requested by Swipe Living that is necessary to enable Swipe Living to respond to any requests made by Data Subjects or made by data protection regulators relating to the Personal Data in accordance with Data Protection Laws including, but not limited to, notifying Swipe Living and providing a copy of any requests the User receives from Data Subjects exercising their rights under Data Protection Laws and/or any communications from any data protection regulator relating to the Personal Data.
8.6 If at any time, in Swipe Living’s reasonable opinion, it needs to amend this clause 8 in order to comply with its obligations under Data Protection Laws, the User agrees to enter into a written variation of this User Agreement to make the amendments which in Swipe Living’s reasonable opinion are required.
9 LIMITATION OF LIABILITY
9.1 Clause 9.2 sets out Swipe Living’s entire financial liability to the User in respect of any liability from or connected to this User Agreement. Nothing in these Conditions shall limit or exclude Swipe Living’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.
9.2 Subject to clause 9.1:
(a) Swipe Living shall under no circumstances whatsoever be liable to the User whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of reputation, loss or damage to the User Data or any indirect or consequential loss arising under or in connection with the User Agreement; and
(b) Swipe Living’s total liability to the User in respect of any and all other losses arising under or in connection with the User Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in aggregate to the value of the Fees actually paid by the User to Swipe Living under the User Agreement.
9.3 In addition to the remedies set out in this clause 9, the User shall indemnify and keep indemnified Swipe Living against all losses, costs, damages, claims and expenses (including reasonable legal costs) arising from or connected to any breach by the User of this User Agreement.
9.4 This User Agreement sets out the warranties, conditions and other terms that are applicable to the Services and all warranties, conditions and other terms implied by statute or common law in relation to the provision of the Services that are not set out in this User Agreement by Swipe Living are, to the fullest extent permitted by law, excluded from the User Agreement.
9.5 This clause 9 shall survive termination of the User Agreement.
10 TERM AND TERMINATIONS
10.1 This User Agreement shall come into force on the Commencement Date. Subject at all times to any earlier termination in accordance with its provisions this User Agreement shall remain in force for the Initial Term; and thereafter this User Agreement shall automatically renew for further periods of 12 months (each a “Renewal Period“) unless and until terminated by either party providing the other with at least one month’s written notice of termination to take effect on the final day of the Initial Term or the then current Renewal Period (as applicable).
10.2 If prior to the expiry of the first three months of the Initial Term the User serves written notice on Swipe Living confirming that it will not exercise its right of termination under Clause 10.1 at the end of the Initial Term then the Early Renewal Fees as detailed on the Registration Form shall apply for the next Renewal Period (subject to any subsequent adjustment under Clause 5.2) and the User acknowledges that any such notice served by it shall for the purposes of Clause 11.8 constitute a valid and binding waiver of its right to terminate under that Clause 10.1 at the end of the Initial Term. For the avoidance of doubt, any service by the User of a notice under this Clause 10.2 shall not prejudice the right of Swipe Living to subsequently exercise the right of termination available to it under Clause 10.1 to terminate at the end of the Initial Term or relevant Renewal Period (as applicable).
10.3 In the event that no notice is served by the User under Clause 10.2 prior to the expiry of the first three months of the Initial Term then should this Agreement subsequently renew in accordance with Clause 10.1 then the Standard Fees as detailed on the Registration Form (subject to any subsequent adjustment under Clause 5.2) shall apply for the Renewal Period.
10.4 Swipe Living may terminate this User Agreement immediately if:
(a) the User commits any breach of these Conditions and, if that breach is capable of remedy, the User fails to remedy such breach within 14 days of being notified of the breach in writing;
(b) an order is made or a resolution is passed for the User’s winding-up or an order is made for the appointment of an administrator to manage the User’s affairs, business and property or such an administrator is appointed or documents are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given to the User by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of the User’s assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or the User take or suffer any similar or analogous action in consequence of debt or (being an individual) are deemed either unable to pay the User’s debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply or (being a limited liability partnership) suffer any similar or analogous event in consequence of a debt;
(c) the User undergoes a change of Control; or
(d) in Swipe Living’s reasonable opinion the User carries out their business in a manner which is unbefitting of a Swipe Living registrant or the User fails to observe, perform and comply with all Applicable Laws.
10.5 Without prejudice to any other rights set out in these Conditions, if Swipe Living has reason to suspect that the User is not willing or able to comply with the terms of the User Agreement then Swipe Living can immediately suspend the provision of the Services and carry out a full review of the User’s Registration and User Data in order to assess the User’s suitability as a registrant of Swipe Landlord. The User will be responsible for Swipe Living’s reasonable costs incurred in carrying out such a review. If at the end of the review Swipe Living is of the opinion that the User is not suitable to continue its Registration to use Swipe Landlord, then Swipe Living may terminate the User Agreement by serving written notice on the User equal to the Notice Period.
10.6 On termination of the User Agreement for any reason:
(a) the User shall immediately pay to Swipe Living all of Swipe Living’s outstanding unpaid invoices and interest;
(b) in respect of Services supplied but for which no invoice has been submitted, Swipe Living shall submit an invoice, which shall be payable by the User immediately;
(c) the User shall permanently erase, delete or destroy any of Swipe Living’s confidential information (as defined in Clause 6) which is in the User’s possession or control;
(d) the User shall immediately cease using all of Swipe Living’s Intellectual Property Rights;
(e) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected; and
clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11.1 The parties are with respect to each other independent sub-contractors and nothing in these Conditions and no actions taken by the parties under it shall be deemed to constitute any agency, partnership, association, joint venture or other co-operative enterprise between the parties.
11.2 This Agreement may be executed in any number of counterparts but shall not become effective until the parties have exchanged executed counterparts with each other. Counterparts may be exchanged in person or remotely via post, fax or email attachment.
11.3 The User may not assign, transfer, sub-contract or dispose of the benefit or burden of this User Agreement without the prior written consent of Swipe Living.
11.4 Any notice required or permitted to be given by either party to the other under the User Agreement shall be in writing and addressed to that other party at its registered office or principal place of business or nominated email address set out in the Registration Form (in the case of the User) or these Conditions (in the case of Swipe Living). Any notice or document shall be deemed to have been served (i) if delivered, at the time of delivery, (ii) if posted, two Business Days after it was put into the post, or (iii) if sent by e-mail at the time of despatch. In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first class letter or that the e-mail message was properly addressed and despatched as the case may be. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
11.5 These Conditions together with any documents referred to or incorporated into them in accordance with their terms represents the entire agreement between the parties relating to its subject matter and supersedes and replaces all previous presentations made and/or agreements, negotiations and discussions between the parties relating to the same. Nothing in this Clause 11.5 shall though operate to exclude any liability for fraud or fraudulent misrepresentation.
11.6 Subject to the foregoing and save to the extent otherwise provided for under this User Agreement, no variation or amendment of these Conditions shall be binding unless made in writing and signed by or on the behalf of Swipe Living. Swipe Living shall be permitted to make any alterations to the User Agreement from time to time on notice to the User.
11.7 If any provision of these Conditions is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the remaining provisions shall remain in full force and effect.
11.8 The failure to exercise or delay in exercising any right or remedy under these Conditions shall not be regarded as a waiver of such right or remedy, or a waiver of other rights or remedies. No single or partial exercise of any right or remedy under these Conditions shall prevent any further exercise of the right or remedy or any other right or remedy.
11.9 Any right or remedy available under these Conditions is not exclusive and the exercise of any right or remedy shall be without prejudice to the exercise of any other right or remedy which may be available whether under these Conditions and/or as a matter of general law.
11.10 A person who is not a party to this User Agreement shall have no right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
11.11 This User Agreement and any dispute or claim arising out of or in connection it or its subject matter or formation (including any non-contractual disputes or claims) shall be governed by English law and, save in respect of the enforcement of any judgment, the parties agree to submit to the exclusive jurisdiction of the English courts.