Terms & Conditions
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 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters from time to time.
Member Data, means the data inputted by the Member or TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters’ Subscription Services.
Subscription Services, means the Information to be provided by TrustedHousesitters 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 TrustedHousesitters’ 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.
TrustedHousesitters, means TrustedHousesitters Limited incorporated and registered in England and Wales with company number (07227301) whose registered office is at 20-22 Wenlock Road, London, N1 7GU, 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 TrustedHousesitters form time to time.
Renewal Date means the day immediately following the end of the Subscription Term
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, TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters’ other rights, the Member shall promptly disable such passwords and TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters.
2.6 The Member shall not disclose any personal information such as an email address, telephone number or website/blog details in their public profile and listings. These can be shared via the secure messaging system once initial contact has been made.
2.7 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.
2.8 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 TrustedHousesitters 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 TrustedHousesitters of such alleged breach:
(a) the Member shall send a written notices to TrustedHousesitters via the “contact us” page on the Website;
(b) TrustedHousesitters 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) TrustedHousesitters may temporarily block access to the objectionable content pending resolution of the complaint removed;
(d) TrustedHousesitters will send its findings in writing to the complaining Member, and its decision shall be binding and final.
3.3.1 TrustedHousesitters 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, TrustedHousesitters or any other third party;
(c) the Member receives negative Feedback that brings or is likely to bring TrustedHousesitters’ 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 TrustedHousesitters that the suspension has ended.
3.3.3 During the term of a suspension, TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters is that membership should not have been suspended, then TrustedHousesitters shall extend the Term by the period of time that it had been suspended for.
4. Subscription Services
4.1 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters will, as part of the Subscription Services and at no additional cost to the Member, provide the Member with TrustedHousesitters’ standard Member support Subscription Services during Normal Business Hours in accordance with TrustedHousesitters’ Support Subscription Services Policy in effect at the time that the Subscription Services are provided. TrustedHousesitters 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 TrustedHousesitters shall follow its archiving procedures for Member Data and such procedures may be amended by TrustedHousesitters 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 TrustedHousesitters to use reasonable commercial endeavours to restore the lost or damaged Member Data from the latest back-up of such Member Data maintained by TrustedHousesitters. TrustedHousesitters shall not be responsible for any loss, destruction, alteration or disclosure of Member Data caused by any third party.
5.3 TrustedHousesitters shall, in providing the Subscription Services, comply with its privacy and security procedures and such procedures may be amended from time to time by TrustedHousesitters in its sole discretion.
5.4 If TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters’ other obligations under this Agreement; and
5.4.2 the Member shall transfer the relevant personal data to TrustedHousesitters so that TrustedHousesitters 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, TrustedHousesitters 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.
6.4 The legal contract for the supply of the “24/7 Vet Help” service available through the Website is between the Member and Vetsdirect Ltd. TrustedHousesitters does not act on behalf of VetsDirect Ltd. TrustedHousesitters has no control over the actions of Vetsdirect Ltd and TrustedHousesitters is in no way responsible for the contents of any advice provided to any Member by Vetdirect Ltd. Without limiting the generality of the foregoing, you acknowledge and accept the following by using the Website:
6.4.1 TrustedHousesitters does not give any undertaking that any advice received from Vetsdirect Ltd through the Website will be accurate, of satisfactory quality or suitable for your purpose and TrustedHousesitters disclaims any such warranties;
6.4.2 TrustedHousesitters shall not be liable in any way as a result of an act or omission on the part of TrustedHousesitters; and
6.4.3 The foregoing disclaimers do not affect your statutory rights against Vetsdirect Ltd.
7. TrustedHousesitters’ obligations
7.1 TrustedHousesitters 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 TrustedHousesitters’ Subscription, or modification or alteration of the Subscription Services by any party other than TrustedHousesitters or TrustedHousesitters’ duly his/her contractors or agents. If the Subscription Services do not conform with the foregoing undertaking, TrustedHousesitters 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, TrustedHousesitters:
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 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters and provide all necessary access to such information as may be required by TrustedHousesitters 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 TrustedHousesitters or the exercise of any right granted to TrustedHousesitters, does not infringe any right of any third party.
9. Charges and payment
9.1 The Member shall pay the Subscription Fees to TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters’ invoice(s) at the appropriate rate in the UK.
9.4 TrustedHousesitters shall be entitled to increase the Subscription Fees and/or the fees payable at the start of each Renewal Period.
9.5 If TrustedHousesitters 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 TrustedHousesitters:
9.5.1 TrustedHousesitters may, without liability to the Member, disable the Member’s password, account and access to all or part of the Subscription Services and TrustedHousesitters 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 TrustedHousesitters, then without prejudice to TrustedHousesitters’ other rights, the Member shall pay to TrustedHousesitters 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, TrustedHousesitters shall not be liable for any errors, actions, omissions, or incorrect charges that may be made by such third party.
10. Subscription auto-renewal policy
10.1 Automatic Renewal. With the exception of free trial periods, Subscriptions are for a pre-paid 12 month subscription term. Your subscription will automatically renew at the end of each subscription term for another 12 month term. You agree that we may automatically renew your subscription and charge the annual subscription charge to your debit or credit card on the one year anniversary of your last subscription date (the “Renewal Date”), unless you cancel your subscription before the Renewal Date. TrustedHousesitters will automatically renew your subscription each year on the Renewal Date until you cancel your subscription or TrustedHousesitters no longer offers the subscription service.
10.2 Notice Of Automatic Renewal. You will receive an email notice approximately 30 days prior to the Renewal Date. The notice will let you know that your current subscription term is about to end and the Renewal Date when your subscription will be renewed and your account charged. All notices regarding your subscription will be sent to your last email of record. To cancel your subscription without your account being charged for the next term, you must do so before the Renewal Date. Please keep a record of when your subscription term ends and the next Renewal Date. You are responsible for timely canceling your subscription regardless of whether you receive any notice from us.
10.3 Renewal Payment and Price. The renewal payment is due on the Renewal Date and will automatically be charged to the same debit or credit card that you used for the original subscription or the most recent renewal. Please notify TrustedHousesitters before the Renewal Date of any changes to your email, account or billing information. You can manage your account preferences, including cancellation of auto-renewal, via your online account. The renewal price will be the same price as for the prior 12 month subscription term, prior to any discounts then applied, unless TrustedHousesitters gives you advance notice of a price change. You will also receive a notice if there are any changes to the subscription service terms.
10.4 Refunds. We will refund your initial subscription or renewal payment provided that you cancel your subscription during the 7 day period following the initial subscription date or the Renewal Date, as applicable. After the end of the applicable 7 day refund period, your 12-month subscription payment is non-refundable.
10.5 How To Cancel Automatic Renewal. You can cancel your subscription via your TrustedHousesitters online account. If you cancel within 7 days of the initial subscription date or the Renewal Date, your cancellation will be effective immediately. Otherwise, your cancellation will be effective at the end of the then-current 12-month subscription term for which you have already paid.
11. Intellectual Proprietary Rights
11.1 The Member acknowledges and agrees that TrustedHousesitters 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.
11.2 TrustedHousesitters 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.
11.3 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 TrustedHousesitters a non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to:
11.3.1 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
11.3.2 use the name that you submit in connection with such information; and
TrustedHousesitters does not grant Members any rights over Feedback other than the right to refer to the Feedback for personal use during the Subscription Term.
11.5 The Member authorises TrustedHousesitters to publish the Feedback on the Website or elsewhere.
12.1 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:
12.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
12.1.2 was in the other party's lawful possession before the disclosure;
12.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
12.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
12.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
12.2 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.
12.3 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.
12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
12.5 The Member acknowledges that details of the Subscription Services, and the results of any performance tests of the Subscription Services, constitute TrustedHousesitters’ Confidential Information.
12.6 TrustedHousesitters acknowledges that the Member Data is the Confidential Information of the Member.
12.7 This clause 11 shall survive termination of this Agreement, however arising.
13. Your rights
13.1 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.
14. Limitation of liability
14.1 This clause 13 sets out the entire financial liability of TrustedHousesitters including any liability for the acts or omissions of its employees, agents and sub-contractors to the Member:
14.1.1 arising under or in connection with this Agreement;
14.1.2 in respect of any use made by the Member of the Subscription Services and Information or any part of them; and
14.1.3 in respect of any representation, statement or tortious act or omission including negligence arising under or in connection with this Agreement.
14.2 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. TrustedHousesitters shall have no liability for any damage caused by errors or omissions in any information, Subscription or scripts provided to TrustedHousesitters by the Member in connection with the Subscription Services, or any actions taken by TrustedHousesitters at the Member's direction.
14.3 Nothing in this Agreement excludes the liability of TrustedHousesitters:
14.3.1for death or personal injury caused by TrustedHousesitters’ negligence; or
14.3.2 for fraud or fraudulent misrepresentation.
14.4 Subject to the provisions in this Clause 13, TrustedHousesitters 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:
14.4.1 the content or use of, or correspondence with, any such third-party website; and/or
14.4.2 any transactions completed, and any contract entered into by the Member, with any such third party;
14.4.3 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;
14.4.4 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
14.4.5 the publication of Feedback on the Website or elsewhere.
14.5 In no event shall TrustedHousesitters, its employees, agents and sub-contractors be liable to the Member to the extent that the alleged infringement is based on:
14.5.5 a modification of the Subscription Services or Information by anyone other than TrustedHousesitters; or
14.5.6 the Member's use of the Subscription Services or Information in a manner contrary to the Subscription given to the Member by TrustedHousesitters; or
14.5.7 the Member's use of the Subscription Services or Information after notice of the alleged or actual infringement from TrustedHousesitters or any appropriate authority.
15. Term and termination
15.1 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.
15.2 Without prejudice to any other rights or remedies to which the parties may be entitled:
15.2.1 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
15.2.2 TrustedHousesitters 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.
15.3 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.
16. Events outside TrustedHousesitters’control
TrustedHousesitters 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 TrustedHousesitters 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 TrustedHousesitters or sub-contractors.
17.1 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.
17.2 Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
18.1 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.
18.2 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.
19. Entire agreement
19.1 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.
19.2 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.
20.1 The Member shall not, without the prior written consent of TrustedHousesitters, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
20.2 TrustedHousesitters 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.
21. 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.
22. 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.
23.1 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 TrustedHousesitters.
23.2 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.
24. Governing law and jurisdiction
24.1 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.
24.2 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.