Halo Terms and Conditions

Reneza Limited, registered number 11204247, registered address at 16 Folgate street, Spitalfields, London, E1 6BX, is a residential real estate management technology company that operates the Reneza Onboarding Platform located at www.reneza.com (the “Platform”). These Reneza Platform Terms and Conditions apply to the use of the Platform, services provided by Reneza and/or third parties providing services on or through the Platform (the “Platform and Related Services”) and website, and all associated sites linked to www.reneza.com by Reneza, its subsidiaries and affiliates (the “Reneza Sites”). When the context may require, definition “Platform” includes Reneza Sites.



These Reneza Onboarding Platform Terms and Conditions (the “T&C's”) defines the main terms for the use of the Reneza Onboarding Platform (the “Platform”) agreed between the Parties. The Form is governed and in line with the Reneza Onboarding Platform Master Terms and Conditions. The Master T&C's are an integral part of the Commercial Terms between the Reneza Platform and the residential real estate property owners, managers, agents (the “Client").




BY USING THE PLATFORM, YOU AGREE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE THE PLATFORM.


Reneza reserves the right, at its sole discretion, to change, modify, add or remove parts of these Terms and Conditions , at any time. Reneza will inform all of the registered users of the Platform (the “Users”) about any changes made to the Terms and Conditions  by email before these changes will enter into force. However, it is your responsibility to check these Terms and Conditions  periodically for changes. Your continued use of the Platform following the posting of changes will mean that you accept and agree to the changes. As long as you comply with these Terms and Conditions, Reneza grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Platform.




Reneza and the Client together further shall be referred as the “Parties” and separately as a “Party”.
1
General Provisions
1.1
The Platform and Related Services are designed for the client and their employees, affiliates and/or service providers (the “Authorized Users”) to manage the lettings process, communicate with potential and/or existing tenants (the “Tenants”) and/or purchase third party services on or through the Platform (the “Third Party Services”). When the context requires, definition “Client” includes Authorized Users.
1.2
The Platform and Related Services (the “Third Party Services”) are available via online, web-based service and/or mobile service, including associated offline components, provided by Halo located at http://www.Halo.com and/or any other websites and applications designed by Halo at any time.
1.3
The Terms and Conditions govern the relationships between the Client and Halo and Client’s use of the Platform and Related Services (The "Third Party Services").
1.4
These Terms and Conditions will apply to each Halo Onboarding Platform Service Order Form (the “Form”) signed by the Client and submitted to Halo from time to time. For the sake of clarity, if the Authorized User uses the Platform and Related Services on behalf of the Client, the Form is signed by the Client directly and it is not necessary for the Authorized User to sign a separate Form. In the event of conflict between the terms of the Form and these Terms and Conditions, terms set out in the Form shall supersede anything contradictory set out in these Terms and Conditions.
1.5
To make these Terms and Conditions easier to read, Halo uses a few defined expressions which are set out in bold. Expressions defined in the Form will have the same meanings when used in these Terms and Conditions
2
Halo Service Charge and Payments
2.1
In order to use the Platform, the Client is required to purchase onboarding credits of the Platform (the “Onboarding Credits”). 1 (one) Onboarding Credit grants a right to onboard 1 (one) tenancy using the Platform. Any unused Onboarding Credits will automatically expire on termination date without right to refund. Halo suspends the Client’s right to use the Platform, if Halo cannot debit the instalment of the Onboarding Credits cost. The Client can continue using the Platform within 1 (one) business day after the Client settles the outstanding payment that could not be debited from the Client’s payment card.
2.2
If the Client uses up all of the purchased Onboarding Credits, the Client can continue using the Platform and Related Services. For every additional onboarded tenancy the Client will pay the Halo service charge fee established in the Form. Halo will calculate all additional onboarded tenancies and invoice the Client monthly. The invoice will be issued to the Client on the 10th of the month. The invoice must be settled within 14 (fourteen days). If the Client fails to settle the invoice, the use of the Platform and Related Services will be suspended.
3
Validity and Duration of the Agreement
3.1
The Agreement will commence on the date when the Form is signed by both Parties.
3.2
The Agreement will continue in force and will automatically renew every year for a successive 1 (one) year term thereafter until and unless it is terminated pursuant to the provisions of these Terms and Conditions . If the Client does not want to automatically extend the Agreement, the Client must provide Halo with a written termination notice 30 (thirty) days prior to the current end of the term.
4
Third Party Services Provided to the Client
4.1
The Client can from time to time access and/or purchase Third Party Services provided by third parties via the Platform (the “Third Party Service Providers”). Halo acts as a platform integrating various Third Party Services but does not provide these services personally. Therefore, the cost of the Third Party Services are not included in the Halo service charge.
4.2
For the purpose of accessing and/or purchasing the Third Party Services through the Platform the Client will be required to accept terms of services of each such Third Party Service Provider (the “Third Party Terms and Conditions”). These terms as well as applicable cost of such services will be provided in the Platform from time to time. It is your obligation to check all such Third Party Terms and Conditions prior to obtaining any Third Party Services.
4.3
For the Third Party Services the Client will be invoiced separately either by Halo or the Third Party Service Provider as defined in the applicable Third Party Terms and Conditions
4.4
By accepting these Terms and Conditions, including Third Party Terms and Conditions, the Client provides its consent to Halo to share its details with the Third Party Service Providers, including the fact that the Client has accepted the Third Party Terms and Conditions as well as information about access and/or purchase of the Third Party Services. The Client’s information sharing with the Third Party Service Providers is mandatory in order for the Third Party Service Provider to provide services and invoice the Client for the purchased services. All personal data is processed and shared with the Third Party Service Providers in accordance with the Halo Privacy Policy. Once personal data is shared with a Third Party Service Provider, Halo is no longer responsible for any such transferred personal data. Accordingly, it is your obligation to check any such applicable privacy policies and obtain the necessary lawful basis for processing of personal data as well as complying with all other data protection laws.
5
Third Party Services Provided to the Client
5.1
Halo is processing Tenant payment of the holding deposit on behalf of the Client. Halo’s receipt of a Tenant's holding deposit constitutes settlement of the Tenant's obligation to pay the holding deposit to the Client.
5.2
When completing a lettings transaction using the Platform, Tenants may be prompted to pay various charges related to the Tenant onboarding process to the Client. Halo will collect these payments and transfer them to the Client within (3) days business days of receipt in full and cleared funds into Halo’s account.
5.3
Halo will endeavor to prevent chargebacks made by Tenants on behalf of the Client but cannot guarantee that chargebacks will not occur. Halo may request additional information from the Client to challenge a chargeback. If the chargeback is lost because of third party actions, Halo is not liable against the Client.
5.4
Except in relation to any deposits Halo receives from Tenants, Halo may off-set any amount owed by the Client against any amount which Halo may owe to the Client, present or future, and which arises under this Agreement. The Client hereby waives any and all rights of off-set that the Client otherwise may have. The Client will be solely responsible for ensuring that all deposits and any amounts due to the Client are paid to the Client regardless of any deductions or off-set made by Halo (or the right to make them) under this Clause 5.4
5.5
For the receipt and transfer of funds Halo uses a third party payment service provider. The cost of payment services related to receipt of funds on behalf of the Client and their transfer to the Client under this Clause 5 will be passed to the Client. The cost associated with the payment services will be deducted from the amounts Halo has to transfer to the Client under the Agreement.
6
Third Party Services Provided to the Tenant
6.1
The Tenant can from time to time access and/or purchase the Third Party Services. The Client is entitled to receive a commission fee for any Third Party Services purchased by the Client’s onboarded Tenant. The applicable commission fees are provided in the Platform or in the Form and paid by the Third Party Service Providers directly to Halo
6.2
Halo transfers the received commission fees to the Client by a direct transfer by the end of the month subject to having received such amounts in full from the Third Party Service Providers.
6.3
The Client is responsible to pay all taxes associated with the received commission fees.
6.4
Every Third Party Service Provider has a different commission fee payment schedule, thus, the commission fee transferring schedules are provided in the Platform and might be subject to changes. Halo will inform the Client via email about any commission fee payment schedule intended changes as well as changes that came to effect and the effective dates thereof.
7
Client Registration on the Platform
7.1
Platform’s features and certain services offered on or through the Platform may require the Client to open an account on the Platform (the “Account”), accept these Terms and Conditions and shall be obliged to provide Halo with consent regarding personal data processing under the Halo Privacy Policy requirements.
7.2
The Client using the functionality of the Platform can authorise multiple users to use its Account (the” Authorised Users”). These Authorised Users will have the same rights as the Client, including the right to use the Platform and Related Services, including Third Party Services. They will be required to accept these Terms and Conditions. For the avoidance of doubt, Authorised Users will not be required to provide information for know-your-customer and verification purposes as described in this Clause 7.
7.3
To create an Account, the Client will be required to create a password and username
7.4
Nothing in these Terms and Conditions grants any person other than the Client and the Authorised Users the right to access or use the Platform and Related Services, without Halo’s prior written consent.
7.5
The Client shall:
7.5.1
be responsible for all Authorised Users' use of the Platform and Related Services and compliance with the Agreement;
7.5.2
be liable for the acts and omissions of all Authorised Users relating to these Terms and Conditions;
7.5.3. have sole responsibility for the accuracy, quality and legality of all information and documents provided to Halo, including without limitation for providing all relevant notices to individuals and obtaining all relevant consents when required by applicable laws;
7.5.3
be liable for losses incurred by Halo or any other user of or visitor to the Platform due to someone else using your or yours Authorised User’s username, password or account as a result of your failing to keep your account information secure and confidential;
7.5.4
be responsible for the security and confidentiality of the password and all other login information related to the Accounts;
7.5.5
be solely responsible for all activities that occur under the Account, including but not limited to any and all purchases made through the Account and/or mistakes made using the Platform (for example, providing wrong bank account details where Halo has to transfer the received funds);
7.5.6
prevent unauthorised access to, or use of the Account, the Platform and Related Services, and notify Halo promptly of any such unauthorised access or use of which it becomes aware. to gain unauthorised access to the Platform in whole or in part or its related systems or networks;
7.6
Neither the Client nor any Authorised User may use anyone else’s username, password or account at any time without the express permission and consent of the holder of that username, password or account. The Client shall not allow access to the Platform by any person other than an individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User.
7.7
Neither the Client nor any Authorised User may use anyone else’s username, password or account at any time without the express permission and consent of the holder of that username, password or account. The Client shall not allow access to the Platform by any person other than an individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User.
8
Platform Availability and Maintenance
8.1
Halo makes every effort to make the Platform, available to the Client and Tenants at all times during the validity of the Agreement except during periods of emergency or essential maintenance, software upgrades and other works necessary to maintain the efficient provision of the Platform (the “Maintenance”) and to restore access as soon as possible in the event of its interruption or suspension.
8.2
Halo reserves the right to conduct Maintenance in ways and during times that we consider necessary for it to perform properly. Where this results in the Platform becoming temporarily unavailable, we will provide the Client and Tenants with advance notice wherever reasonably possible. Halo also reserves the right to make changes at any time to all or any parts of the Platform and Related Services (including changes to the method by which the Platform and Related Services are accessed and to these Terms and Conditions (but not to any of the terms expressly set out in the Form). Except where the changes are required to comply with applicable law, Halo will endeavor to ensure that the functionality and performance of the Platform and Related Services will not, in our reasonable opinion, be substantially and adversely affected by any such changes. These changes may take the form of the addition, revision, correction, removal or editing of features or content or the migration of the services to a different format. These changes may be made for any reason at our reasonable discretion.
8.3
Halo will be responsible for maintaining the Platform and will notify the Client of changes where reasonably practicable. Halo will inform the Client about any planned Maintenance 5 (five) business days) before its commencement.
8.4
Halo shall not be liable for any loss or damage resulting from the Maintenance.
9.1
The Client. shall not:
9.1.1
use the Platform and Related Services in violation of applicable laws;
9.1.2
in connection with the Platform and Related Services, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or malicious code, including material that violates privacy rights;
9.1.3
sell, resell, license, sublicense, distribute, make available, rent or lease any services provided by Halo or the Third Party Service Providers;
9.1.4
attempt to gain access to the Platform, its related systems or networks in a manner not set forth in the terms and Conditions (for example, by hacking, password "mining" or any other illegitimate means);
9.1.5
interfere with or disrupt the integrity or performance of the Platform in whole or in part or third-party data contained therein;
9.1.6
attempt to gain unauthorised access to the Platform in whole or in part or its related systems or networks;
9.1.7
permit direct or indirect access to or use of the Platform in whole or in part in a way that circumvents a contractual usage limit, or use the Platform to access or use any of Halo's intellectual property except as permitted under these Terms and Conditions and/or the Agreement;
9.1.8
copy the Platform or any part, feature, function or user interface thereof;
9.1.9
copy and redistribute any information contained in the Platform;
9.1.10
scrape, crawl, harvest, retrieve or otherwise gather by electronic means any data or other content from the Platform, which is not related to the Client or its Tenants;
9.1.11
access the Platform and Related Services in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by Halo;
9.1.12
reverse engineer the Platform and Related Services in whole or in part;
9.1.13
use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform;
9.1.14
probe, scan or test the vulnerability of the Platform or any network connected, nor breach the security or authentication measures on the Platform or any network connected;
9.1.15
reverse look-up, trace or seek to trace any information on any other user of or visitor to the Platform, or any other customer of Halo, including any Halo account not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the platform, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by Halo;
9.1.16
take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or its systems or networks, or any systems or networks connected to them;
9.1.17
use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform, or with any other person’s use of the Platform;
9.1.18
forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Halo on or through the Platform or any service offered on or through the Platform;
9.1.19
pretend that the Client is, or that it represents, someone else, or impersonates any other individual or entity.
9.2
The Client’s intentional violation of Clause 9.1 above, or any use of the Platform and Related Services in breach of these Terms and Conditions or any related documentation that imminently threatens the security, integrity or availability of the Platform and Related Services, may result in Halo’s immediate suspension of the Platform and Relates Services in Halo’s sole discretion.
10
Personal Data Processing and Use of Client’s Data
10.1
The Client agrees that all personal data will be processed in accordance with the Halo Privacy Policy requirements. The Halo Privacy Policy provides information about applicable cookies, which may collect personal and other data about users of the Platform.
10.2
The Client owns all rights, title and interest in and to all Client’s data. The Client agrees that all suggestions, enhancement requests, recommendations or other feedback provided to Halo relating to the operation or functionality of the Platform and Related Services belong to Halo.
10.3
Halo may use the Client’s name and logo in lists of clients on marketing materials and on its website, but only in such form as may be expressly consented to by the Client in writing from time to time (such consent not to be unreasonably withheld or delayed). Halo shall not publicise its relationship with the Client without the Client's express written consent (such consent not to be unreasonably withheld or delayed).
10.4
Halo owns anonymised aggregated and statistical data derived from the operation of the Platform, including, without limitation, the number of records in the Platform, the number and types of transactions, configurations, and reports processed in the Platform and the performance results for the Platform (the “Aggregated Data”). All Aggregate Data shall belong solely to Halo. Halo reserves all its legal rights with respect to all such Aggregate Data.
10.5
Nothing herein shall be construed as prohibiting profiting Halo from utilising the Aggregated Data for the purposes of operating Halo’s business, provided that Halo’s use of the Aggregated Data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by the Client into the Platform. In no event shall the Aggregated Data include any personal data.
10.6
Where the Parties process the personal data (any information that relates to an identified or identifiable individual), each party shall, as a separate and independent data controller, be responsible for complying with their respective obligations under applicable data protection law when processing personal data. In no event will the Parties process the personal data as joint controllers. In particular (and without limitation):
10.6.1
The Client will be responsible for complying with all necessary transparency and lawfulness requirements under applicable data protection laws in order to disclose the data to Halo to process; and
10.6.2
Halo will be separately and independently responsible for complying with applicable data protection laws in respect of its processing of data it receives from the Client.
10.7
Each Party shall ensure that it processes personal data fairly and lawfully during the term of the Agreement.
10.8
Each party shall ensure that it has legitimate grounds under the data protection legislation for the processing of personal data
10.9
The Client shall ensure that it provides clear and sufficient information to the data subjects, in accordance with the data protection legislation, of the purposes for which it will process their personal data, the legal basis for such purposes and such other information as is required under the data protection laws.
10.10
The Client shall ensure that it shares only necessary personal data with Halo and shall ensure that all such information is complete and accurate. Should any personal information with respect to identifiable individuals change, it shall promptly notify Halo.
10.11
The Client shall not copy, extract or download any personal information from the Platform, unless specifically authorised by Halo.
10.12
The Client undertakes to indemnify (on a full indemnity basis) Halo and hold it harmless from any cost, charge, damages, expense or loss which it may cause to Halo as a result of its breach of any of the provisions of the UK GDPR and / or EU GDPR, as may be applicable from time to time.
10.13
The Client shall be responsible for obtaining Tenants’ prior consents to conduct background and credit checks; to submit tenants’ applications to relevant credit and background check agencies; and to share the reports with Halo and the relevant landlords.
11
Intellectual Property
11.1
Halo will retain ownership of all intellectual property rights in the Platform and relates services, including but not limited to all software and databases comprised in or used by the Platform, all content available through the Platform (including the Form, Terms and Conditions , Halo Privacy Policy and other documentation), all enhancements or modifications to the Platform and Related Services, all metadata and derived data (including analytics data or other data collected or generated from monitoring the Platform, related services and any user of the Platform) and all data collected by cookies or similar technologies used in connection with the Platform and Related Services. No intellectual property rights are granted to the Client other than as expressly set forth in these Terms and Conditions.
11.2
Halo grants the Client a non-exclusive, non-transferable right and license to use the Platform and the Related Services solely for the internal business purposes of the Client and solely during the term of the Agreement, subject to the terms of the Agreement and within the scope of using the Platform and Related Services.
11.3
The Client grants Halo and Halo’s third party suppliers and contractors non-exclusive, perpetual, unlimited, irrevocable, royalty-free, fully paid up, worldwide permission (including the right to sublicense that permission) to use the Client’s content to the extent permitted by applicable law: (i) to provide services to the Client and users of the Platform, including Tenants; (ii) to use and exploit the Client’s content for any purposes whatsoever including: (a) to create and exploit for any use whatsoever derived data; (b) for publicity purposes and/or in connection with any of our marketing, promotional or advertising activities (including any client win lists, pitch documents, investor presentations or testimonials), during and after the term of the Agreement; and (c) for the purposes of our or third parties’ direct and/or other marketing of our products and services and those of our commercial partners and other third parties subject that no confidential or personal data is disclosed.
11.4
Except as expressly provided in these Terms and Conditions, no part of the Platform may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including "mirroring") to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Halo’s express prior written consent
12
Warranties and Indemnity
12.1
The express terms and conditions in these Terms and Conditions will apply in place of all warranties, conditions, terms, representations, statements, undertakings and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law.
12.2
The Client warrants, represents and undertakes to Halo that: (i) any rights the Client grants to Halo in the Agreement will not infringe or breach any other person’s rights at any time nor breach applicable laws; (ii) in performing Client’s obligations under the Agreement and in the course of Client’s access and use of the Platform and Related services, the Client will comply with all applicable laws and regulations and will procure that all Authorised Users do the same; and (iii) the Client will not do, or omit to do, anything that is likely to prejudice or impair Halo’s intellectual property rights or damage or otherwise devalue the reputation or goodwill associated with such intellectual property rights, the Platform and Related Services.
12.3
Except as expressly provided in these Terms and Conditions and to the maximum extent permitted by applicable law, Halo makes no warranties of any kind, whether express or implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the Platform and Related Services. Halo does not warrant that the Platform and Related Services will be error free or uninterrupted. The limited warranties provided in these Terms and Conditions are the sole and exclusive warranties provided to the Client in connection with the provision of the services.
12.4
The Client will indemnify, defend and hold Halo, its officers, employees and licensors and all Third Party Service Providers harmless from and against any claims, liabilities, costs, losses, awards, damages, fines or penalties that any or all of them may suffer, incur or pay (including all legal or professional fees) arising out of or in connection with any breach of the Agreement by the Client, including the Authorised Users.
13
Liability of Halo
13.1
Halo shall not exclude or limit in any way its liability to the Client where it would be unlawful to do so. Nothing in these Terms will restrict or exclude Halo’s liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded by law.
13.2
Halo does not make any promises about the availability of the Platform and Related Services as well as the Third Party Services or promise that access to it or the content made available through it will be secure, backed-up or delivered uninterrupted, timely or error-free. Halo makes no warranties in respect of any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horses, cancelbots, logic bomb or any other form of programming routine designed to damage, destroy or otherwise impair a computer's functionality or operation including transmission (virus) arising from the Client, Authorised Users and/or Tenants uploading or downloading any content, any software they use to do so or any servers that make Halo services and such content available.
13.3
Halo does not have any liability to the Client for any indirect, special, incidental, punitive or consequential damages, however caused, or for any lost profits whether in contract, tort or otherwise, arising out of, or in any way connected with the Platform and Related Services, including but not limited to the use or inability to use the Platform and Related Services, any interruption, inaccuracy, error or omission, even if the Client have been previously advised of the possibility of such loss or damages.
13.4
The Client agrees that it is Client’s responsibility to install suitable antivirus and security software on your computer hardware and other devices to protect against any viruses. Any content downloaded or otherwise obtained through the use of the Platform and related services is done at Client’s own risk and the Client will be solely responsible for any damage to its computer system or loss of data that results from the download or use of any such content or any viruses.
13.5
In order to use Third Party Services the Client may have to accept the terms governing them with the respective Third Party Service Provider. The Client acknowledges and agrees that Halo will not be liable for the performance of any Third Party Services and makes no representation, warranty or guarantee regarding the installation, use, performance, availability or effectiveness of such services
13.6
Any Terms and Conditions and/or other Platform notices Halo provides will not constitute legal advice and the Client confirms that it will not rely on them as such.
13.7
Subject to Clause 13.1, Halo will not be liable for: (i) any loss of information or data, use, reputations, goodwill or opportunity or any loss or failure to release expected profit, revenue or savings or any direct, indirect or pure economic loss; and (ii) any indirect, special, incidental, punitive, consequential damages or losses that you may suffer, in each case however arising; and (iii) any loss or liability under or in relation to any other contract.
13.8
Except as set out above in this Clause 13, Halo’s maximum total liability to the Client for all claims arising under or in connection with the Agreement in any calendar year,whether arising, directly or indirectly, in contract, tort, out of breach of statutory duty or otherwise, and, whether in respect of a single event, series of connected or unconnected events, will be limited to the total commission fees Halo pays to the Client under the Agreement in the calendar year of the claim (in relation to claims in connection with any Third Party Services and/or the related commission fees), or, the total fees Halo has received from the Client under the Agreement in the calendar year of the claim (in relation to all other claims).
14
Claims and/or Complaints Regarding Client Money Protection (CMP) and/or Property Redress Scheme
14.1
The Client acknowledges and agrees that:
14.1.1
The Tenant and/or landlord must always contact Halo first for all CMP claims involving funds Halo has not transferred to the Client but has received from the respective Client. The Tenant must allow Halo up to 8 (eight) weeks to investigate and respond before filling an actual CMP claim with Halo’s CMP provider https://www.clientmoneyprotect.co.uk/;
14.1.2
The Tenant and/or landlord must always contact Halo first to submit a complaint before filing a claim with the Halo Property Redress scheme. A formal complaint to Halo must be submitted by sending Halo an email to info@halo.com. If the Tenants has not received a response after 8 (eight) weeks or they are unhappy with the response received, the complaint can be then raised directly with the Property Redress Scheme (https://www.theprs.co.uk/complain) within 6 (six) months of the last communication with Halo.
15
Confidentiality
15.1
Confidential information (the “Confidential Information”) means:
15.1.1
any software utilised by Halo in the provision of its service and its respective source code;
15.1.2
Client’s data;
15.1.3
each party’s business or technical information, including but not limited to the documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know isconfidential or proprietary; and the terms, conditions, and/or any discounts relating to this Agreement (but not its existence or parties).
15.2
A Party shall not disclose or use any Confidential Information of the other Party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other Party's prior written permission.
15.3
Confidential Information shall not include any information that:
15.3.1
is or becomes generally known to the public without breach of any obligation owed to the other Party;
15.3.2
was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party;
15.3.3
was independently developed by a Party without breach of any obligation owed to the other Party; or
15.3.4
is received from a third party without breach of any obligation owed to the other Party.
16
Notices
16.1
All notices under the Agreement shall be in writing and shall be deemed to have been give upon:
16.1.1
personal delivery;
16.1.2
the 3rd (third) business days after first class mailing; or
16.1.3
the 2nd (second) business days after sending by email with electronic confirmation of receipt. Halo will send its notices to the Client’s provided email during the registration process. Notices to Halo shall be addressed to accounts@halo.com. Each Party may modify its recipient of notices by providing prior written notice pursuant to this Agreement.
17
Termination of the Agreement
17.1
If the Client fails to provide information and/or documents related to the KYC/AML checks under these Terms and Conditions.
17.2
Halo may also terminate the Agreement for convenience, on giving 30 days’ written notice to the Client. In such a case Halo will compensate the cost of Onboarding Credits that were purchased and unused.
17.3
If the Agreement expires or terminates for any reason:
17.3.1
Access to the Platform and Related Services will terminate immediately;
17.3.2
The Client shall immediately return to Halo any and all documentation provided to it in connection with the Agreement;
17.3.3
The Client shall immediately pay to Halo all fees and charges outstanding in connection with the Agreement;
17.3.4
All Client’s content will be deleted within 30 days of the effective date of expiry or termination except for content that is not (or has been anonymised so that it is not) personal data or for content that is personal data and for which Halo is a data controller which Halo will be entitled to retain subject to applicable laws.
17.4
Termination for any reason shall not relieve the Client of the obligation to pay any fees accrued or due and payable to Halo prior to the effective date of termination and termination for any reason other than for uncured material breach by Halo shall not relieve the Client of the obligation to pay all future amounts due.
17.5
After the Agreement is terminated, Clauses 10, 11, 12, 14, 15, 16, 17 will remain in full force and effect
18
Final Provisions
18.1
If any part of the Agreement is found to be unenforceable as a matter of law, all other parts of the Agreement will not be affected and will remain in force. For the avoidance of doubt, should the Agreement or any part of it be deemed or declared void or voidable, this will not affect the validity of any licence provided under the Agreement.
18.2
References to ‘including’ and other similar expressions. In these Terms and Conditions , words that appear after the expression ‘include’, ‘including’, ‘other’, ‘for example’, ‘such as’ or ‘in particular’ (or any similar expression) will not limit the meaning of the words appearing before such expression.
18.3
The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to the subject matter of the relevant Agreement.
18.4
The Agreement does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the parties.
18.5
Neither Party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and not caused by that Party’s fault, or negligence, including, but not limited to, acts of God, biological and/or other viruses, acts of government, government imposed country and/or city lockdowns, flood, fire, civil unrest, acts of terror, strikes or other labourproblems (other than those involving Halo or Client’s employees, respectively), computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility (the “Force Majeure Event”), but in each case, only if and to the extent that the non-performing Party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming Party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
18.6
The Client may not assign, sublicense or otherwise transfer any of its rights under the Agreement. Halo may subcontract part or all of the performance of its services and/or our obligations under the Agreement and may assign, sublicense or otherwise transfer any of its rights and benefits under the Agreement.
18.7
The failure to exercise or delay in exercising a right or remedy provided to a party under this Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision.
18.8
These Terms and Conditions do not create any right or benefit enforceable by any person that is not a party to it.
19
Disputes Resolution
19.1
Any dispute in relation of this Agreement between the Parties must be resolved in mutual negotiations. These mutual negotiations should start after one Party submits a dispute notice to another party. The negotiations should take at least 30 (thirty) calendar days and parties should meet virtually (using remote communication systems) or physically at least once a week. If it is impossible to resolve a dispute within 30 (thirty) calendar days, a disputing Party can submit a claim to the courts subject to Clause 19.2.
19.2
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with English law and we and you hereby submit to the exclusive jurisdiction of the English courts.
20
Definitions
"Terms and conditions"
means these terms and conditions for the supply of goods and/or Services.
"Account"
means a registered account with Halo for the use of the Service through the Platform.
"Service"
means Halo's software hosted applications as described in the documentation provided by Halo to you through the Platform including, but not limited to, the purchase of any other products and/or services from Halo.
"Utility Switch"
A product provided by a third party partner Billing Better that is faced by Halo.
"Personal Data"
means any information that is related to an identified or identifiable individual/person.
"We" or "Us"
means Reneza Limited trading as “Halo” a company registered in England with registered number 11204247 whose registered office is at 16 Folgate street, Spitalfields, London, E1 6BX.
“Intellectual Property Rights”
means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
"Authorised users"
means any of the Customer’s: (a) employees; (b) consultants; (c) service providers; (d) contractors; (e) agents; (f) Customer Tenants; (g) Customer Landlords and (h) third party providers, authorised to access the Service by the Customer, through their personalised username and password, created by the Customer using Arthur Online products and services.
"Law(s)"
Any local, state, national and/or foreign law or laws, treaties, and/or regulations applicable to a respective party.
“Malicious Code”
means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs
"Client(s)"
Halo's user who signed the service order form, or using the platform on behalf of the agency that is in contractual agreement with Halo.
“Master Terms and conditions”
means the T&C's that are signed by the Director of the company as in the Master T&C's there are outlined Halo service charges, payments and KYC/AML checks. The general T&C's are accepted by client's authorized users and do not have these terms.