Terms & Conditions

SOFTWARE AS A SERVICE AGREEMENT
PLEASE READ THIS AGREEMENT BEFORE USING QUICK RENTAL’S SERVICES. BY ACCESSING OR USING
QUICK RENTAL’S SOFTWARE OR SERVICES OFFERING, YOU (“the Customer”)
SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU
DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE
SERVICES.

This Software as a Service Agreement (“Agreement”) is entered into between the Customer and Quick Rental Ltd, with its principal place of business at Flat 33, Liongate House, Ladymead, Guildford, UK, GU1 1FP.

BACKGROUND

Quick Rental has developed certain software applications and platforms which it makes available to subscribers via the internet on a subscription basis for the purpose of receiving notifications about rental properties in the UK.

The Customer wishes to use the Quick Rental's service.

Quick Rental has agreed to provide and the Customer has agreed to take and pay for Quick Rental's service subject to the terms and conditions of this agreement.

Quick Rental and Customer agree that the following terms and conditions will apply to the services provided under this
Agreement and Orders placed thereunder.

AGREED TERMS

1. Interpretation

1.1. Definitions and interpretation

The definitions and rules of interpretation in this clause apply to this agreement.

Confidential Information means information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 10.1.

Customer Data means the data inputted by the Customer, or the Quick Rental on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services and any data generated by, or derived from the Customer's use of the Services, whether hosted or stored within the Services or elsewhere.

Cybersecurity Requirements means all laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, and sanctions, applicable to either party, relating to security of network and information systems and security breach and incident reporting requirements, including the Data Protection Legislation, the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.

Documentation means the document(s) made available to the Customer by Quick Rental online via https://quickrental.co.uk/ or such other web address notified by Quick Rental to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.

Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector.

Incident means any Vulnerability, Virus or security incident which:

may affect the Software or the Services;
may affect Quick Rental's network and information systems, such that it could potentially affect the Customer or the Software or the Services; or
is reported to Quick Rental by the Customer.

Initial Subscription Term means the initial term of this agreement as set out in Schedule 2.

Intellectual Property Rights means patents, [utility models,] rights to inventions, copyright and related rights, [moral 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, [rights in computer software,] database rights, rights to use, and protect the confidentiality of, confidential information (including know-how [and trade secrets]) and all other intellectual property rights, 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.

Known Vulnerability means any Vulnerability that has either:

been assigned a Common Vulnerabilities and Exposures (CVE) number;
been disclosed on the National Vulnerability Database available at the website operated by the US National Institute of Standards and Technology (NIST) from time to time; or
been disclosed on the internet, or any [open] public database, such that it would be revealed by reasonable searches conducted in accordance with Good Industry Practice.

Latent Vulnerability means any instances of typical classes of Vulnerability, including without limitation buffer overflows, cross-site scripting (XSS) and Structure Query Language (SQL) injection.

Mandatory Policies means the Customer's business policies [and codes] [attached OR listed] in Schedule 3, as amended by notification to Quick Rental from time to time.

Mitigate means the taking of such reasonable steps that would be taken a prudent supplier in accordance with Good industry Practice to mitigate against the Incident in question, which may include (in the case of a Vulnerability) coding changes, but could also include specification changes (for example, removal of affected protocols or functionality in their entirety) provided these are approved by the Customer in writing in advance, and the terms Mitigated and Mitigation shall be construed accordingly.

Normal Business Hours means [9.00 am to 5.00 pm] local UK time, each Business Day.

Renewal Period means the period described in clause 14.1.

Services means the subscription services provided by Quick Rental to the Customer under this agreement via https://quickrental.co.uk/ or any other website notified to the Customer by Quick Rental from time to time, as more particularly described in the Documentation.

Software means the online software applications provided by Quick Rental as part of the Services, including but not limited to, a telegram bot that Customer can interact with.

Subscription Fees means the subscription fees payable by the Customer to Quick Rental for the User Subscriptions, as set out in paragraph 1 of Schedule 1.

Subscription Term has the meaning given in clause 14.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

Support Services Policy means Quick Rental's policy for providing support in relation to the Services as made available at https://quickrental.co.uk/ and via a telegram bot or such other website address as may be notified to the Customer from time to time.

User Subscriptions means the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.

Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer 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.

Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

1.2. Interpretation

Clauses, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3. Person and assigns

A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and any of its legal and personal representatives, successors or permitted assigns].

1.4. Body corporate

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.5. Singular and plural

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.6. Genders

Unless the context otherwise requires, references to one gender shall include a reference to the other genders.

1.7. Statutory references

A reference to a statute or statutory provision is a reference to it as at the date of this agreement.

1.8. Statutory references

A reference to a statute or statutory provision includes all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.9. Written excludes email

A reference to writing or written excludes faxes [ and email OR but not e-mail].

1.10. Agreement clauses

References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule.

2. User subscriptions

2.1 Licence to use

Quick Rental hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's personal use.

2.2. In relation to the Authorised Users, the Customer undertakes that:

(a) User Subscriptions

the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed one, the Customer that purchased the Subscription.

(b) Assignment of subscription

it will not allow or suffer any User Subscription to be used by more than one individual Authorised User

it shall, no more frequently than once per year, permit the Supplier or the Supplier's designated auditor to audit the Services, or use the Supplier's requested software reporting, to verify that the Customer's use of the Services does not exceed the number of User Subscriptions purchased by the Customer;

(d) Underpayment of fees

If any of the audits referred to in clause 2.2(c)) reveal that the Customer has underpaid Subscription Fees to Quick Rental, then without prejudice to Quick Rental's other rights, the Customer shall pay to Quick Rental an amount equal to such underpayment as calculated in accordance with Schedule 1 in accordance with clause 8.

2.3. The Customer shall not knowingly:

(a) No viruses
distribute or transmit to Quick Rental, via the Services, any Viruses [or Known Vulnerability or Latent] Vulnerability;

(b) Prohibited content
store, access, publish, disseminate, distribute or transmit via the Services any material which:

   (i) Prohibited content
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(ii) facilitates illegal activity;
(iii) depicts sexually explicit images;
(iv) promotes unlawful violence;
(v) Discriminatory
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
   (vi) Illegal or harmful
   is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, on no less than thirty (30) days' prior written notice to the Customer, such notice specifying the breach of this clause and requiring it to be remedied within the thirty (30) day period, to disable the Customer's access to the Services for the duration of time that the breach remains unremedied.

2.4. The Customer shall not:

(a) Exceptions
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
(i) Copy, modify, distribute
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) Reverse engineering
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(b) Non-compete
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;

(d) No third-party access
subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or

(e) Unauthorised access
No person shall attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation other than as provided under this clause 2.

2.5. Unauthorised access
The Customer shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and/or the Documentation, and if there is any such unauthorised access or use, promptly notify the Supplier.

2.6. Customer rights
The rights provided under this clause 2 are granted to the Customer or any subsidiary or holding company of the Customer.

3. Additional user subscriptions
Quick Rental does not allow purchasing of additional user subscriptions.

4. Services

4.1 Provide services
Quick Rental shall provide the Services and make available the Documentation to the Customer during the Subscription Term in accordance with this agreement.

4.2 Service availability
Quick Rental shall use commercially reasonable efforts to make the Services available 24 hours a day, seven days a week, except for:
(a) Maintenance window
planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and
(b) Maintenance outside business hours
unscheduled maintenance may be performed outside Normal Business Hours.

If the Services availability drops below 90% per [month OR quarter], Quick Rental shall pay to the Customer service credits in the amounts set out in Schedule 1. If the Services availability drops below 90% during three consecutive calendar months/quarters, Customer may terminate this agreement on notice in writing to the Supplier.

4.3. Customer support
Quick Rental will, as part of the Services and at no additional cost to the Customer, provide the Customer with its standard customer support services during Normal Business Hours in accordance with the Quick Rental's Support Services Policy in effect at the time that the Services are provided. Quick Rental may amend its Support Services Policy on no less than seven (7) days' notice in writing to the Customer.

5. Data protection

5.1 [INSERT APPROPRIATE DATA PROTECTION CLAUSES].

6. Supplier's obligations

6.1. Services to be performed
Quick Rental undertakes that the Services will be performed in accordance with the Documentation and with reasonable skill and care in accordance with Good Industry Practice.

6.2. Non-conformance
The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Quick Rental's instructions, or modification or alteration of the Services by any party other than Quick Rental or Quick Rental's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Quick Rental will, at its expense, and without prejudice to customer's other rights or remedies, correct any such non-conformance promptly.

6.3. Competition
This agreement shall not prevent Quick Rental from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

6.4. Quick Rental:
(a) No warranty
does not warrant that the Customer's use of the Services will be uninterrupted or error-free;
OR
(b) Data transfer
The Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.] The Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6.5. Quick Rental warrants and undertakes that that:
(a) Licences and permissions
it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement;
(b) Comply with laws
it will comply with all applicable laws and regulations with respect to its obligations under this agreement [including the Mandatory Policies and the Cybersecurity Requirements];

(c) Compliance
it will co-operate with the Customer in all matters relating to the Services and comply with the Customer's instructions;

(d) Licence compliance

it will not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission on which it relies for the purposes of conducting its business; and

(e) Change of control
Quick Rental will notify the Customer in writing immediately upon the occurrence of a change of control of Quick Rental.

6.6. Quick Rental:
(a) Service certification
warrants that the Services are [ISO/IEC 27001 accredited; [SSAE [16][18] SOC 2 certified; and ISAE 3402 certified;]

(b) Accreditation and certification
in relation to the Software and the Services shall maintain such accreditation(s) and certifications throughout the term of this agreement;

(c) Virus protection
Quick Rental shall take all reasonable steps not to introduce any Viruses [or Known Vulnerabilities or Latent] Vulnerabilities] into the Customer's network and information systems.

6.7. Quick Rental Complying With Data protection
Quick Rental shall, in providing the Services, comply with Customer's information security, confidentiality and data protection policies relating to the privacy and security of the Customer Data available at [WEB ADDRESS] or such other website address as may be notified by the Customer from time to time, as amended from time to time by the Customer in its sole discretion.

7. Customer's obligations
7.1. The Customer shall:
(a) provide the Supplier with:
   (i) all necessary co-operation in relation to this agreement; and
   (ii) Access to information
   all necessary access to such information as may be required by Quick Rental; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) Comply with law
without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement.

7.2. Customer data
The customer shall own all right, title and interest in and to all of the customer data that is not personal data, and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such customer data.

8. Charges and payment

8.1. Subscription fees
The Customer shall pay the Subscription Fees to Quick Rental in accordance with this clause 8 and Schedule 1 [and the support fees in accordance with clause 4.3 and Schedule 1]. Quick Rental shall not increase the Subscription Fees during the Initial Term.

8.2. Billing details
The Customer shall on the Effective Date provide to Quick Rental valid, up-to-date and complete credit card details or approved purchase order information acceptable to Quick Rental and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) Credit card details
its credit card details to Quick Rental, the Customer hereby authorises Quick Rental to bill such credit card:
   (i) Subscription fees
on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
   (ii) Subscription fees
   subject to clause 14.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;
(b) Invoicing
its approved purchase order information to Quick Rental, Quick Rental shall invoice the Customer:
   (i) Subscription fees
on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and
   (ii) Renewal notice
   subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period.

8.3. Late payment interest
If the Supplier has not received payment after the due date, Quick Rental may stop providing Services to the Customer and the Customer would lose Authorization privileges to use Quick Rental's software.

8.4. Fees
All amounts and fees stated or referred to in this agreement:
(a) shall be payable in [pounds sterling];

9. Proprietary rights
9.1. Intellectual property
The Customer acknowledges and agrees that Quick Rental and/or its licensors own all intellectual property rights in the Services and Documentation, except as expressly stated in this Agreement. This Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or Documentation.

9.2. Rights to services
Quick Rental confirms that it has all the rights in relation to the Services and Documentation necessary to grant all the rights it purports to grant under, and in accordance with, this agreement.

10. Confidentiality [and compliance with policies]

10.1. Confidential information
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives [whether before or] [after the date of this agreement] in connection with [DESCRIBE TRANSACTION OR CONTRACT], including but not limited to:
(a) Terms of agreement
The existence and terms of this agreement [or any agreement entered into in connection with this agreement].

(b) Confidential information
any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, [or] plans [, intentions, or market opportunities] of the disclosing party [(or of any member of the group of companies to which the disclosing party belongs)]; and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party [(or of any member of the group of companies to which the disclosing party belongs)];

(c) Joint development
any information developed by the parties in the course of carrying out this agreement and the parties agree that:
(i) Quick Rental Confidential Information
details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and
(ii) Customer Data shall constitute Customer Confidential Information;

(d) any information detailed in Schedule [NUMBER].

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

10.2. Exceptions to confidentiality
The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) If the information is, becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party.
(d) the parties agree in writing is not confidential or may be disclosed[; or]
(e) The information disclosed by the disclosing party is not the sole source of the information developed by or for the receiving party.

10.3. Keep information confidential

Each party shall keep the other party's Confidential Information secret and confidential and shall not:

(a) use such Confidential Information except for [the purpose of exercising or performing its rights and obligations under or in connection with this agreement OR [SPECIFY PURPOSE]] (Permitted Purpose); or
(b) No party shall disclose any Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.

10.4. Disclosing confidential information
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

(a) Confidentiality agreement
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

(b) Confidentiality obligations
The Company shall be responsible for the Representatives' compliance with the confidentiality obligations set out in this clause at all times.

10.5. disclosure of Confidential Information

A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that it gives the other party as much notice of such disclosure as possible [and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure].

10.6. Bribery Act 2010

A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.

10.7. Confidential information
No party shall disclose or use any Confidential Information of the other party without the prior written consent of such party. Except as expressly stated herein, no rights or obligations in respect of a party's Confidential Information are granted to the other party, or to be implied from this agreement.

10.8. Public announcements
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of all other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.9. No warranty
Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning the Confidential Information.

10.10. Aftermath of agreement
The above provisions of this clause 10 will continue to apply after termination [or expiry] of this agreement OR survive for a period of [five] years from termination [or expiry] of this agreement.

10.11. Compliance
[In performing its obligations under this agreement Quick Rental shall comply with the Mandatory Policies.]

11. Security of network and information systems
11.1. Security information
Quick Rental warrants that the information in Schedule 4 on the security of its network and information systems is accurate as of the date hereof, and that it will update the Customer immediately if there are any changes to such information.

11.2. Notify of incident
Quick Rental shall promptly notify the Customer of any Incident and respond to all queries and requests for information from the Customer about any Incident, whether discovered by Quick Rental or the Customer, taking into account the extent of any reporting obligations that may be imposed on the Customer under UK data protection legislation and that the Customer may be required to comply with statutory or other regulatory timescales.

11.3. Business continuity
Quick Rental will [take all reasonable steps to] ensure the continuity of the Services at all times, in accordance with the information on business continuity management set out in Schedule 4 and any relevant policies referred to in clause 11.5(a), with a view to ensuring the continuity of any services provided by the Customer that rely on the Services or Software.

11.4. Cooperation
Quick Rental agrees to co-operate with the Customer in relation to:
(a) NIS compliance
all aspects of its compliance with the NIS Regulations (if applicable);

(b) Regulatory requests
any requests for information, or inspection, made by any regulator (including in connection with the NIS Regulations);

(c) Schedule 4 information
any request for information made in respect of any of the information provided in Schedule 4 or any of the policies referred to in clause 11.5(a); and

(d) any Incident.

11.5. Comply with Good Industry Practice
Quick Rental shall (and warrants and represents that it shall) at all times in accordance with Good Industry Practice:

(a) Incident management
implement, operate, maintain, and adhere to, appropriate policies to cover the issues specified in Schedule 4, including an incident management process which shall enable Quick Rental, as a minimum, to discover and assess Incidents, and to prioritise those Incidents, sufficient to meet its reporting obligations under clause 11.2; and

(b) Mitigate against all Incidents.

12. Indemnity

12.1. Intellectual property infringement
Quick Rental shall defend the Customer, the Authorised Users, its affiliates and subsidiaries and its and their officers, directors and employees against any and all liabilities (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation or all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs) suffered or incurred or paid by the Customer arising out of or in connection with any claim brought against the Customer for infringement of a third party's intellectual property rights in any jurisdiction.

12.2. Indemnify customer
If Quick Rental is required to indemnify the Customer under this Clause 12, the Customer shall:

(a) IPRs claim
notify Quick Rental in writing of any claim against it in respect of which it wishes to rely on the indemnity at Clause 12.1) (IPRs Claim);

(b) Settle IPR claims
allow Quick Rental, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that Quick Rental shall obtain the Customer's prior approval of any settlement terms, such approval not to be unreasonably withheld;

(c) IPRs Claim assistance
provide Quick Rental with such reasonable assistance regarding the IPRs Claim as is required by Quick Rental, subject to reimbursement by the Quick Rental of the Customer's costs so incurred; and

(d) IPRs Claim
The party not wishing to make any admission relating to the IPRs Claim or attempt to settle it shall consult with Quick Rental beforehand, provided that Quick Rental considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute.

12.3. Infringement defence
In the defence or settlement of any claim, Quick Rental may procure the right for the Customer to continue using the Services, replace or modify the Services without a reduction or alteration in functionality so that they become non-infringing.

12.4. Exclusion of liability
In no event shall Quick Rental, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) Modification
a modification of the Services or Documentation by anyone other than Quick Rental or its agents, subcontractors or partners or with Quick Rental's consent or approval; or
(b) Unauthorised use
the Customer's use of the Services or Documentation otherwise than in accordance with the Documentation; or
(c) Infringement notice
The Customer will use the Services or Documentation only after notice of the alleged or actual infringement from Quick Rental or any appropriate authority.

13. Limitation of liability
[WARNING: You are advised to read the liability on this clause.]

13.1. Customer responsibility
Except as expressly and specifically provided herein, the Customer shall assume sole responsibility for results obtained from the use of the Services and Documentation by the Customer, and for conclusions drawn from such use.

13.2. Nothing in this agreement excludes the liability of the Supplier:

(a) Supplier negligence
for death or personal injury caused by Quick Rental's negligence; or

(b) for fraud or fraudulent misrepresentation; or
(c) Breach of contract
Under clause 5, clause 6.5, clause 10, clause 11 or clause 12.

13.3. Subject to clause 13.1 and clause 13.2:

(a) No liability
Quick Rental shall not be liable whether in tort (including for [negligence or] breach of statutory duty), contract, misrepresentation, restitution or otherwise for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and

(b) Damage and losses
the losses for which Quick Rental assumes responsibility and which shall (subject to clause 13.3(c)) be recoverable by the Customer include:
   (i) Payment
sums paid by the Customer to Quick Rental pursuant to this agreement;
   (ii) wasted expenditure;
   (iii) Replacement costs
additional costs of procuring and implementing replacements for, or alternatives to, the Services, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;
   (iv) Third-party losses
losses incurred by the Customer arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party (including any subcontractor, Quick Rental personnel, regulator or customer of the Customer) against the Customer caused by the act or omission of Quick Rental;
   (v) anticipated savings; and
   (vi) loss of, corruption or damage to, data; [and]
   (vii) The customer wishes to recover any other losses.

(c) Liability limit
Quick Rental's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall not exceed [£150 OR [[150] % of the total Subscription Fees paid for the User Subscriptions during the [12] months immediately preceding the date on which the claim arose]].

14. Term and termination

14.1. Automatic renewal
This agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 1 months (each a Renewal Period), unless:
(a) Termination notice
the Customer notifies Quick Rental that it wishes to terminate the agreement, in writing, before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

14.2. Termination
The Customer may terminate this agreement after providing a written notice to Quick Rental. Quick Rental shall not refund to the Customer any amounts paid in advance as of the date of termination. The Customer's subscription period will

14.3. Breach of contract
Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) Late payment
the other party fails to pay any amount due under this agreement on the due date for payment and remains in default;

(b) Material breach
the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified [in writing] to do so;

(c) Insolvency
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 OR (being a partnership) has any partner to whom any of the foregoing apply];

(d) Insolvency
the other party 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 other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) Insolvency
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;

(f) Insolvency
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(g) Appointment of administrator
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);

(h) Appointment of receiver
the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;

(i) Appointment of receiver
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(j) Enforcement action
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within [14] days;

(k) Insolvency events
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.3(c) to clause 14.3 (j) (inclusive);

(l) Business suspension
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

(m) Financial position
If the other party's financial position deteriorates to a point where it is reasonable to believe that its ability to carry out the terms of this agreement is in jeopardy, then

(n) Change of control
There has been a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).

14.4. On termination of this agreement for any reason:

(a) Licence termination
all licences granted under this agreement shall terminate [and the Customer shall cease all use of the Services and/or the Documentation] within [60 days] of the date of termination of this agreement;

(b) Return belongings
each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) Transition assistance
Quick Rental shall provide all assistance and information requested by Customer and shall co-operate with Customer and any replacement provider of the Services to facilitate a smooth transition from Quick Rental; and

(d) Accrued rights
Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this agreement which existed at or before the date of termination shall not be affected or prejudiced.

14.5. On termination of this agreement for any reason, Quick Rental:
(a) shall make no further use of the Customer Data;
(b) Customer data
at the written direction of Quick Rental, the Supplier shall destroy or return the Customer Data or, in the case of any Customer Data in electronic form, delete such Customer Data [and any electronic data shall be considered deleted, for the purpose of this clause where it has been put beyond use by Quick Rental]; and
(c) Data retention
Quick Rental shall preserve all Customer Data in its possession until it has received any such instructions from the Customer.

15. Force majeure
If either party is in breach of this agreement or fails to perform any of its obligations, it will not be in breach for a period of 1 [weeks OR months], provided that such delay or failure results from events, circumstances or causes beyond the reasonable control of the party affected. If the period of delay or non-performance continues for 1 [weeks OR months], the party not affected may terminate this agreement by giving 1 [days'] written notice to the affected party.

16. Conflict
The provisions of the main body of this agreement shall prevail if there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules.

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

18. Waiver

18.1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

18.2. A delay, failure to exercise or the single or partial exercise of any right or remedy shall not preclude, restrict or waive that right or remedy, nor shall it prevent further action with respect to that right.

19. Rights and remedies
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 right, nor shall it prevent or restrict the further exercise of that right. No single or partial exercise of such right shall prevent or restrict the further exercise of that right.
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance
20.1. Invalid provisions
If any provision or part-provision of this agreement is invalid, illegal or unenforceable, it shall be deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
20.2. Replacement provision
If any provision or part-provision of this agreement is deleted, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

21. Entire agreement
21.1.Entire agreement
This agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral.

21.2. No reliance
Each party acknowledges that it does not rely on[, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
21.3. No misrepresentation
Neither party shall have any claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
21.4. Fraudulent misrepresentation
[Nothing in this clause shall limit or exclude any liability for fraud.]

22. Assignment

22.1. Assignment of rights
The Customer shall not assign, novate, transfer, charge, sub-contract or deal in any other manner with its rights or obligations under this agreement without the prior written consent of Quick Rental.

22.2. Assignment of agreement
Quick Rental may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement without the prior written consent of the Customer.

23. No partnership or agency
Nothing in this agreement shall create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, assumption of any obligation or liability and exercise of any right or power).

24. Third party rights
Except as provided in clauses 2.6 and 12.1, this agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Counterparts
25.1. Counterparts
This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement.
25.2. Execution by email
Transmission of [an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) OR the executed signature page of a counterpart of this agreement] by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart to this agreement. [If [this OR either] method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other[s] with their "wet ink" hard copy original[s].]

25.3. Execution and delivery
No counterpart shall be effective until each party has [provided OR delivered] to the other[s] an executed counterpart.

26. Notices
26.1. Notices in writing
Any notice given to a party under or in connection with this agreement shall be in writing and shall be:
(a) Delivery method
delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(b) Email addresses
sent by email to the following addresses (or an address substituted in writing by the party to be served):
Quick Rental: support@quickrental.co.uk

26.2. Any notice shall be deemed to have been received:
(a) Delivery
if delivered by hand, at the time the notice is left at the proper address;
(b) Delivery method
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; or
(c) Receipt of email
If sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

26.3. Dispute resolution
This clause does not apply to the service of any proceedings or other documents in any legal action, arbitration or other method of dispute resolution.

27. Governing law
This agreement and any dispute or claim arising out of or in connection with it, 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.

28. Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement, its subject matter, or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.

SCHEDULES:
1. SCHEDULE 1: Subscription Fees
1.1. Subscription Fees
(a) The Subscription Fees shall amount to a total of £8.99, based on 1 User Subscriptions at £8.99 per User Subscription.

2. SCHEDULE 2: Subscription Term
2.1. Initial Subscription Term: one month.

3. SCHEDULE 3: Mandatory Policies
[LIST [AND ATTACH] THE MANDATORY POLICIES HERE]

3.1. The Mandatory Policies are:
[Modern Slavery and Human Trafficking Policy]
[Corporate and Social Responsibility Policy]
[Data and Privacy Policy]
[Ethics and Anti-Bribery Policy]
[Expenses Policy]
[Cybersecurity Policy]
[Business Continuity and Disaster Recovery].

4. [SCHEDULE 4: Supplier's network and information systems security]
4.1. Security of systems and facilities
[A description or mapping of the Quick Rental's information system insofar as it relates to the Customer and any policies Quick Rental has in place for managing information security, including risk analysis, human resources, security of operations, security architecture, secure data and system life cycle management and where applicable, encryption.
The Company has a measures to protect the security of its network and information systems from damage using an all-hazards risk-based approach, addressing for instance system failure, human error, malicious action or natural phenomena.
It will take measures including any policies to ensure the accessibility and traceability of critical supplies used in the provision of the Services.
Measures will be taken to ensure that physical and logical access to network and information systems, including administrative security of network and information systems, is authorised and restricted based on business needs.]

4.2. Incident handling
[Its detection processes and procedures for ensuring timely and adequate awareness of anomalous events, as well as details of the ways in which it maintains and tests these processes and procedures.
The Company's processes and policies on reporting incidents and identifying weaknesses and vulnerabilities in its information systems.
Its procedures for assessing the severity of a security incident, documenting knowledge from incident analysis which may serve as evidence and support a continuous improvement process.]

4.3. Business continuity management
[Its contingency procedures for ensuring business continuity for the websites its Quick Rental and details of the ways in which it regularly assesses and tests these.
The company's disaster recovery capabilities and details of the ways in which these are regularly assessed and tested.]

4.4. Monitoring, auditing and testing
(a) [Its policies and the maintenance of such policies on:
(i) Conducting planned sequences of observations or measurements to assess whether network and information systems are operating as intended.
(ii) An inspection and verification to check whether a standard or set of guidelines is being followed, records are accurate, and efficiency and effectiveness targets are being met.
(iii) A process (including technical processes and personnel involved in the operation flow) intended to reveal flaws in the security mechanisms of a network and information system that protect data and maintain functionality as intended.]

4.5. International standards
(a) [Any information or policies on compliance with international standards.]