TRUSTED HOUSE SITTERS’
ONLINE SUBSCRIPTION TERMS
The Member's attention is drawn in particular to the provisions of clauses 13.
1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
this Agreement means these Terms & Conditions and the Subscription Form as may completed by the Member online.
Business Day, means any day which is not a Saturday, Sunday or public holiday in the UK and/or other Euro zone countries.
Change of Control, means the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Complaint Procedure, means the policy described in clause 3.2.
Confidential Information, means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.5.
Effective Date, means the date of this Agreement.
Feedback: means opinions of Members regarding their experience completed on the Website.
Home Owner, means the Member who makes its property available while away from the said property for the purpose of using the House Sitter.
House Sitter, means the Member who provides the services of caring for the property and/or pet/s of the House Sitter.
Information, means the information made available to the Member by Trusted House Sitters via the Website or such other tools as may be used from time to time including, but not limited to, emails.
Initial Subscription Term, means the initial term of this Agreement as set out in the Subscription Form
Login Details, means user name & password of each Member.
Member, means Home Owners and House Sitters to which the Subscription Services are provided by Trusted House Sitters as set out in the Subscription Form.
Nominated Person, means the person whom the Member added to the Subscription Form and/or any person whom the Member permitted either directly or indirectly by an action or omission, to use the Subscription Services during the Subscription Term.
Member Code of Conduct, means the undertaking by the Member that the Member Data he/she provides and any Feedback he/she posts is accurate and truthful in all aspects, and is not misleading, infringing intellectual property rights, defamatory, obscene, illegal, violent and/or threatening to other’s security or privacy, including but not limited to, any information relating to the Home Owner’s property, its content, size, pets and any such rules of conduct as may be added and notified by Trusted House Sitters from time to time.
Member Data, means the data inputted by the Member or Trusted House Sitters on the Member's behalf for the purpose of using the Subscription Services or facilitating the Member’s use of the Subscription Services.
Normal Business Hours, means 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period, means the additional period selected by the Member to continue its membership for the Subscription Services after the Initial Subscription term.
Software, means the online software applications developed and provided by Trusted House Sitters as part of the Subscription Services.
Subscription, means the subscription to the Subscription Services purchased by the Member pursuant to clause 9 which entitle the Member to access and use the Subscription Services and the Information in accordance with this Agreement.
Subscription Fees, means the subscription fees payable by the Member to Trusted House Sitters for the Member Subscriptions, as set out in the Website.
Subscription Form, means the form to be completed online by the Member when subscribing to the Trusted House Sitters’ Subscription Services.
Subscription Services, means the Information to be provided by Trusted House Sitters and made available to the Member on its website or on such other devices as may be from time to time.
Subscription Term, means the Initial Subscription Term together with any subsequent Renewal Periods, including any automatic renewal period/s selected by the Member and any such period of time where house sitting services are provided or obtained by a Member as a result of the Membership.
Support Subscription Services Policy, means Trusted House Sitters’ policy for providing support in relation to the Subscription Services as made available at www.trustedhousesitters.com or such other website address as may be notified to the Member from time to time.
Trusted House Sitters, means Trusted House Sitters Limited incorporated and registered in England and Wales with company number (07227301) whose registered office is at Preston Park House, South Road, Brighton, East Sussex, BN1 6SB, England.
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.
Website means www.trustedhousesitters.com or such other website as may be used by Trusted House Sitters form time to time.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.3 A person includes an individual, corporate or unincorporated body whether or not having separate legal personality and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Words in the singular shall include the plural and vice versa
1.6 A reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.8 A reference to writing or written includes e-mail but not faxes.
1.9 References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement.
2. The Subscription
2.1 Subject to the Member purchasing the Subscription Services in accordance with this Agreement, Trusted House Sitters hereby grants the Member a non-exclusive, non-transferable right to use the Subscription Services and the Information during the Subscription Term solely for the Member's personal use and information.
2.2 The Member undertakes that he/she:
2.2.1 will not allow or suffer its Subscription to be used by any person, other than the Member and the person the Member added to and named in the Subscription Form;
2.2.2 shall keep his Login Details for his/her use of the Subscription Services and Information and shall keep his/her password confidential;
2.2.3 shall permit Trusted House Sitters to audit the Subscription Services in order to establish the name and password of the Member as may be needed from time to time; and
2.2.4 if any of the audits referred to in clause 2.2.3 reveal that any password has been provided to any individual who is not a Member, then without prejudice to Trusted House Sitters’ other rights, the Member shall promptly disable such passwords and Trusted House Sitters shall not issue any new passwords to any such individual.
2.3 The Member shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Subscription Services that:
2.3.1is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 in a manner that is otherwise illegal or causes damage or injury to any person or property;
and Trusted House Sitters reserves the right, without liability or prejudice to its other rights to the Member, to disable the Member’s access to any material that breaches the provisions of this clause
2.4 The Member shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
a. and except to the extent expressly permitted under this Agreement, 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 Information as applicable in any form or media or by any means; and/or
b. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; and/or
2.4.2 access all or any part of the Subscription Services and Information in order to build a product or service which competes with the Subscription Services and/or the Information; and/or
2.4.3 use the Subscription Services and/or Information to provide Subscription Services to third parties; and/or
2.4.4 subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Information available to any third party, and/or
2.4.5 attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Information, other than as provided under this clause 2.
2.5 The Member shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Information and, in the event of any such unauthorised access or use, promptly notify Trusted House Sitters.
2.6 The rights provided under this clause 2 are granted personally to the Member only, and shall not be considered granted to any business or organisation of the Member, whether wholly or partly owned.
2.7 The Member hereby undertakes that he/she is fully responsible and liable to any acts or omissions of any Nominated Person.
3. Complaint Procedure & Suspension & Feedback
3.1.1 The Member has the right to post Feedback on the Website.
3.1.2 The Feedback must comply with the Member Code of Conduct.
3.1.3 Trusted House Sitters reserves the right to publish on the Website or elsewhere any Feedback posted as it thinks fit.
3.1.4 The Website may provide the technical option for a Member to comment on any negative Feedback is published and the Member's comments will also be included on the Website.
3.1.5 The Feedback or any comments in response to Feedback shall only be provided by a person who was personally either the Home Owner or the House Sitter.
3.2 Complaint Procedure:
3.2.1 If a Member finds material or Feedback on the Website which, in his/her opinion, is in breach of the Member Code of Conduct, the Member shall use the following Complaint Procedure to inform Trusted House Sitters of such alleged breach:
(a) the Member shall send a written notices to Trusted House Sitters via the “contact us” page on the Website;
(b) Trusted House Sitters shall have 30 days from the date of receipt of the notice above to make an initial assessment of the complaint, during which the provisions of clause 3.3 “Suspension” may apply;
(c) Trusted House Sitters may temporarily block access to the objectionable content pending resolution of the complaint removed;
(d) Trusted House Sitters will send its findings in writing to the complaining Member, and its decision shall be binding and final.
3.3.1Trusted House Sitters reserves the right to suspend membership in the event that:
(a) it is assessing a complaint in accordance with 3.2.1(b);
(b) there is a dispute with another Member, Trusted House Sitter or any other third party;
(c) the Member receives negative Feedback that brings or is likely to bring Trusted House Sitters’ reputation into disrepute.
3.3.2 If a Member is suspended then he/she shall remain listed in the Member Database but may not be listed on the Website until he/she has been notified in writing by Trusted House Sitters that the suspension has ended.
3.3.3 During the term of a suspension, Trusted House Sitters may conduct an investigation and if, in its sole discretion, it is satisfied that:
(a) no breach of this Agreement, including but not limited, the Member Code of Conduct, has occurred or that a complaint was proven to be unjustified or inappropriate, or if a breach has occurred, it has been rectified, or if there was a dispute it has been resolved, then Trusted House Sitters shall have the right at its sole discretion, but shall be under no obligation, to reinstate the Member’s membership; or
(b) a breach of this Agreement, including but not limited, the Member Code of Conduct, has occurred and has not been rectified, or that a complaint was proven to be justified or appropriate, or if there was a dispute that has not yet been or cannot be resolved, then Trusted House Sitters shall have the right at its sole discretion, but shall be under no obligation, to remove the Member’s listing form the Website and this Agreement shall be terminated in accordance with clause 14.2.2(b).
3.3.4 If the outcome of the investigation by Trusted House Sitters is that membership should not have been suspended, then Trusted House Sitters shall extend the Term by the period of time that it had been suspended for.
4. Subscription Services
4.1 Trusted House Sitters shall, during the Subscription Term, provide the Subscription Services and make available the Information to the Member on and subject to the terms of this Agreement.
4.2 Trusted House Sitters shall use commercially reasonable endeavours to make the Subscription Services available 24 hours a day, seven days a week, except for:
4.2.1 planned maintenance carried out as shall be announced; and
4.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Trusted House Sitters has used reasonable endeavours to give the Member notice in advance as soon as it is able to;
4.2.3 unpredictable events such as Virus, power failure, etc.
4.3 Trusted House Sitters will, as part of the Subscription Services and at no additional cost to the Member, provide the Member with Trusted House Sitters’ standard Member support Subscription Services during Normal Business Hours in accordance with Trusted House Sitters’ Support Subscription Services Policy in effect at the time that the Subscription Services are provided. Trusted House Sitters may amend the Support Subscription Services Policy in its sole and absolute discretion from time to time.
5. Member Data & Cookies
5.1 The Member shall own all right, title and interest in and to all of the Member Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Member Data.
5.2 Trusted House Sitters shall follow its archiving procedures for Member Data and such procedures may be amended by Trusted House Sitters in its sole discretion from time to time. In the event of any loss or damage to Member Data, the Member's sole and exclusive remedy shall be for Trusted House Sitters to use reasonable commercial endeavours to restore the lost or damaged Member Data from the latest back-up of such Member Data maintained by Trusted House Sitters. Trusted House Sitters shall not be responsible for any loss, destruction, alteration or disclosure of Member Data caused by any third party.
5.3 Trusted House Sitters shall, in providing the Subscription Services, comply with its privacy and security procedures and such procedures may be amended from time to time by Trusted House Sitters in its sole discretion.
5.4 If Trusted House Sitters processes any personal data on the Member’s behalf when performing its obligations under this Agreement, the parties record their intention that the Member shall be the data controller and Trusted House Sitters shall be a data processor and in any such case:
5.4.1 the Member acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Member is located in order to carry out the Subscription Services and Trusted House Sitters’ other obligations under this Agreement; and
5.4.2 the Member shall transfer the relevant personal data to Trusted House Sitters so that Trusted House Sitters may lawfully use, process and transfer the personal data in accordance with this Agreement on the Member's behalf.
6. Home Owners, House Sitters and other Third Party Providers
6.1 The Member acknowledges that the Subscription Services will enable or assist him/her to:
6.1.1access the website content of, correspond with, and receive or acquire services from, third parties; and/or
6.1.2access, including but not limited to, the Home Owner’s property, content, pets, etc.; and/or
6.1.3receive or acquire services from House Sitters; and
and that he/she does so solely at its own risk.
6.3 For the avoidance of doubt, Trusted House Sitters does not endorse or approve any Home Owner, House Sitter and/or any third-party services, access to which was made available via the Subscription Services.
7. Trusted House Sitters’ obligations
7.1 Trusted House Sitters will endeavour to perform the Subscription Services in accordance with the Information and with reasonable skill and care.
7.2 Clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Subscription Services contrary to Trusted House Sitters’ Subscription, or modification or alteration of the Subscription Services by any party other than Trusted House Sitters or Trusted House Sitters’ duly his/her contractors or agents. If the Subscription Services do not conform with the foregoing undertaking, Trusted House Sitters will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Member with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Member's sole and exclusive remedy for any breach of clause 7.1. Notwithstanding the foregoing, Trusted House Sitters:
7.2.1 does not warrant that the Member's use of the Subscription Services will be uninterrupted or error-free; or that the Subscription Services, Information and/or the information obtained by the Member through the Subscription Services will meet the Member's requirements; and
7.2.2 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, and the Member acknowledges that the Subscription Services and Information may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.3 This Agreement shall not prevent Trusted House Sitters from entering into similar agreements with third parties, or from independently developing, using, selling or licensing Information, products and/or Subscription Services which are similar to those provided under this Agreement.
7.4 Trusted House Sitters warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
8. Member's obligations
8.1 The Member hereby warrants that he/she shall:
8.1.1 co-operate with Trusted House Sitters and provide all necessary access to such information as may be required by Trusted House Sitters to enable it to provide the Subscription Services, including but not limited to Member Data, security access information and configuration Subscription Services;
8.1.2 comply with all applicable laws and regulations with respect to its activities under this Agreement;
8.1.3 carry out all other Member responsibilities set out in this Agreement in particular, but not limited to, comply with the Member Code of Conduct;
8.1.4 use the Subscription Services and the Information in accordance with the terms and conditions of this Agreement;
8.1.5 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Website and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Member's network connections or telecommunications links or caused by the internet; and
8.1.6 ensure that the use, possession of any Member Data by Trusted House Sitters or the exercise of any right granted to Trusted House Sitters, does not infringe any right of any third party.
9. Charges and payment
9.1 The Member shall pay the Subscription Fees to Trusted House Sitters for the Member Subscriptions in accordance with this clause 9 and the Website.
9.2 The Member shall pay the Subscription fees online and the following shall apply:
9.2.1 in respect of the Initial Subscription Term, the Subscription Fees shall be payable on the Effective Date up front for the whole Initial Subscription Term; and
9.2.2 in respect of the Renewal Period then, subject to clause 14.1, the Subscription Fees shall be payable on each anniversary of the Renewal Period up front for the entire next Renewal Period.
9.3 All amounts and fees stated or referred to in this Agreement:
9.3.1 shall be payable in the currency available on and selected by the Member when completing the Subscription Form and Trusted House Sitters shall not be liable for any additional sums paid due to exchange rates and/or any bank charges;
9.3.2 may be cancelled or refunded within 7 days written notice provided by the Member to Trusted House Sitters via the ‘contact us’ page on the Website, as long as and only if the Member has not used the Subscription Services during this time;
9.3.3 are exclusive of value added tax, which shall be added to Trusted House Sitters’ invoice(s) at the appropriate rate in the UK.
9.4 Trusted House Sitters shall be entitled to increase the Subscription Fees and/or the fees payable at the start of each Renewal Period and, in relation to those Members who selected to automatically renew their membership only, shall provide 30 days' prior notice and the Subscription Form shall be deemed to have been amended accordingly.
9.5 If Trusted House Sitters has not received payment on the Effective Date or the payment fails to come through at any time during the Subscription Term, then without prejudice to any other rights and remedies of Trusted House Sitters:
9.5.1 Trusted House Sitters may, without liability to the Member, disable the Member’s password, account and access to all or part of the Subscription Services and Trusted House Sitters shall be under no obligation to provide any or all of the Subscription Services while the Subscription Fees concerned remain unpaid; and
9.5.2 interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of HSBC at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.6 If any of the audits referred to in clause 2.2.3 reveal that the Member has underpaid Subscription Fees to Trusted House Sitters, then without prejudice to Trusted House Sitters’ other rights, the Member shall pay to Trusted House Sitters an amount equal to such underpayment as calculated in accordance with the prices set out in the Subscription Form within 10 Business Days of the date of the relevant audit. Any non payment after the 10 Business Days will accrue interest in accordance with clause 9.5.2.
9.7 The Member hereby acknowledges that all payments are made online via a payment gateway provider that is a third party facilitator for online payments and, as such, Trusted House Sitters shall not be liable for any errors, actions, omissions, or incorrect charges that may be made by such third party.
10. Intellectual Proprietary Rights
10.1 The Member acknowledges and agrees that Trusted House Sitters and/or its licensors own all intellectual property rights in the Subscription Services, Information and the Website, including but not limited to any Feedback. Except as expressly stated herein, this Agreement does not grant the Member any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks whether registered or unregistered, or any other rights or licences in respect of the Subscription Services or the Information.
10.2 Trusted House Sitters confirms that it has all the rights in relation to the Subscription Services and the Information that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10.3 The Member hereby acknowledges that by uploading of any information onto the Website, including but not limited to text and images, they make such information publically available and by doing so the Member hereby grants Trusted House sitters a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
10.3.1 use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform that information throughout the world in any media, now known or hereafter devised; and
10.3.2 use the name that you submit in connection with such information; and
Trusted House Sitters does not grant Members any rights over Feedback other than the right to refer to the Feedback for personal use during the Subscription Term.
10.5 The Member authorises Trusted House Sitters to publish the Feedback on the Website or elsewhere.
11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2 was in the other party's lawful possession before the disclosure;
11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
11.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
11.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.5 The Member acknowledges that details of the Subscription Services, and the results of any performance tests of the Subscription Services, constitute Trusted House Sitters’ Confidential Information.
11.6 Trusted House Sitters acknowledges that the Member Data is the Confidential Information of the Member.
11.6 This clause 11 shall survive termination of this Agreement, however arising.
12. Your rights
12.1 As a consumer, you have legal rights in relation to the Subscription Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
13. Limitation of liability
13.1 This clause 13 sets out the entire financial liability of Trusted House Sitters including any liability for the acts or omissions of its employees, agents and sub-contractors to the Member:
13.1.1 arising under or in connection with this Agreement;
13.1.2 in respect of any use made by the Member of the Subscription Services and Information or any part of them; and
13.1.3 in respect of any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.
13.2 Except as expressly and specifically provided in this Agreement the Member assumes sole responsibility for results obtained from the use of the Subscription Services and the Information by the Member and the Nominated Person, and for conclusions drawn from such use. Trusted House Sitters shall have no liability for any damage caused by errors or omissions in any information, Subscription or scripts provided to Trusted House Sitters by the Member in connection with the Subscription Services, or any actions taken by Trusted House Sitters at the Member's direction.
13.3 Nothing in this Agreement excludes the liability of Trusted House Sitters:
13.3.1for death or personal injury caused by Trusted House Sitters’ negligence; or
13.3.2 for fraud or fraudulent misrepresentation.
13.4 Subject to the provisions in this Clause 13, Trusted House Sitters makes no representation or commitment and shall not be liable whether in tort, contract, or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any charges or expenses however arising under this Agreement (in this clause 13.4 “Damage”) suffered by the Member further to:
13.4.1 the content or use of, or correspondence with, any such third-party website; and/or
13.4.2 any transactions completed, and any contract entered into by the Member, with any such third party;
13.4.3 the Home Owner whether to its property, content, pet/s, reputation or anything else related to the services acquired by the Home Owner as a consequence of this Agreement;
13.4.4 the House Sitter whether to its personal property, pet/s, reputation or anything else related to the services it provided to the Home Owner as a consequence of this Agreement; and
13.4.5 the publication of Feedback on the Website or elsewhere.
13.5 In no event shall Trusted House Sitters, its employees, agents and sub-contractors be liable to the Member to the extent that the alleged infringement is based on:
13.5.5 a modification of the Subscription Services or Information by anyone other than Trusted House Sitters; or
13.5.6 the Member's use of the Subscription Services or Information in a manner contrary to the Subscription given to the Member by Trusted House Sitters; or
13.5.7 the Member's use of the Subscription Services or Information after notice of the alleged or actual infringement from Trusted House Sitters or any appropriate authority.
14. Term and termination
14.1 This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Subscription Term, unless otherwise terminated in accordance with the provisions of this Agreement.
14.2 Without prejudice to any other rights or remedies to which the parties may be entitled:
14.2.1 either party may terminate this Agreement by written notice as of immediate effect without liability to the other if the other party commits a material breach of any of the terms of this Agreement and if such a breach is remediable fails to remedy that breach within 5 Business Days of that party being notified in writing of the breach; or
14.2.2 Trusted House Sitter may terminate this Agreement by written notice as of immediate effect without liability to the Member if:
a. is of the opinion that information provided on the Subscription Form or Feedback is false; and
b. clause 3.3.3(b) applies.
14.3 On termination of this Agreement the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
15. Events outside Trusted House Sitters’control
Trusted House Sitters shall have no liability to the Member under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes whether involving the workforce of Trusted House Sitters or any other party, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Trusted House Sitters or sub-contractors.
16.1 A waiver of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.
16.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
17.1 If any provision or part of a provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
18. Entire agreement
18.1 This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
18.2 Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding whether in writing or not of any person whether party to this Agreement or not relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
19.1 The Member shall not, without the prior written consent of Trusted House Sitters, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
19.2 Trusted House Sitters may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20. No partnership or agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise 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, the assumption of any obligation or liability and the exercise of any right or power.
21. Third party rights
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.
22.1 Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to the other party's email address as provided on the Subscription Form for the member and on the “contact us” page on the Website for Trusted House Sitters.
22.2 A notice delivered by hand shall be deemed to have been received when delivered or if delivery is not in business hours, at 9 am on the first business day following delivery. A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received on despatch, provided that the sender does not receive any indication that the email message transmission has not been successfully transmitted to the intended recipient.
23. Governing law and jurisdiction
23.1 This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims are governed by, and construed in accordance with, the law of England.
23.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes or claims.