The Letting Centre terms and conditions

Parties: This Agreement is made between:

ZPG Limited (06074771) and its subsidiaries (hereinafter referred to as “ZPG”) and the End User of The Letting Centre Tenancy Agreements and related documents as supplied under licence by ZPG.

Licensed Products: This Agreement relates to the supply of tenancy agreements and related documents (referred to as the “Forms”) as detailed in Schedule 1 to this End User Licence Agreement or as otherwise published by ZPG

(document titled “EULA Schedule 1: Letting Centre Forms and Agreements”)

Licence Period: This licence is valid for a minimum period of one year. The licence is renewable by payment of a further annual or monthly licence/update fee (at the current rate published by ZPG and The Letting Centre).

The Letting Centre means The Letting Centre Ltd whose registered address is Old Vicarage, 110 Withycombe Village Road, Exmouth, Devon, EX8 3AG.

End User means any customer of ZPG who has received copies of the Forms. You, the entity receiving the Forms will be hereinafter referred to as the “End User”

As a customer of ZPG, your software package may include tenancy agreements, forms and related documentation provided by The Letting Centre (the Forms). These Forms are copyright and your use of the Forms is governed by the terms of this End User Licence (the Terms).

These Terms form a legally binding agreement between you and ZPG.

It is agreed as follows:

1. Licence Duration.

   1. This Agreement is valid for an initial licence period of one year on purchase of the appropriate initial licence from ZPG (the Licence Period). This period shall be deemed to start on the date of the invoice for the Forms from ZPG to the End User, or on the date of supply of the Forms, whichever is sooner.

   2. The Licence Period may be extended by payment of a further annual or monthly licence update fee (see section below – ‘Revision and Support Service’).

2. Copyright Terms.

   1. The Forms are protected by copyright laws and shall be treated like any other copyrighted material. The End User shall have no rights over the use of the copyright material save for those specified by this Agreement.

   2. The End User may only use and reproduce the Forms as part of the operation of a property management software product supplied by ZPG.

   3. No part or parts of the Forms may be stored in any retrieval system, or reproduced or transmitted in any form by means of electronic, mechanical or reprographic reproduction or recording or otherwise without a current licence agreement or other prior written agreement from ZPG.

   4. No Forms may be stored, published or used in any form on the End User’s website without prior written agreement from The Letting Centre.

   5. The Forms may only be stored, reproduced or used within the letting or property management business by The End User at the business address specified on the invoice for the Forms for the period of the licence, subject to the other terms and conditions contained in this licence. An End User who wishes to store and reproduce the Forms at or from several business addresses (i.e. a multi-branch business) will be required to purchase an additional licence for each business address where the Forms are to be stored, used or reproduced.

   6. The user of the Forms supplied shall always be the End User. This means that the End User shall not reproduce, duplicate, resell, licence, loan or otherwise trade or distribute the Forms in any format or manner except as allowed under these Terms.

   7. The End User shall reproduce and include the copyright notice (e.g. © The Letting Centre 2022) on any copy or reproduction (whether in whole or in part) of the Forms used or supplied.

   8. Should the End User cease trading or agree to a sale or transfer of its business assets, then the End User may apply to ZPG to have this Licence Agreement transferred to a third party. The End User should make an appropriate application in writing to ZPG and identify the parties (seller and buyer). Applications shall not be unreasonably withheld and an administration fee may apply.

   9. ZPG reserve the right to audit the End Users’ data for copyright infringement and pass on its findings to The Letting Centre.

3. Updates and Revisions.

   1. The Letting Centre will provide Standard Updates of the Forms on a regular basis which will normally be collected together and issued as a single main revision within the annual update cycle and made available by ZPG to the End User during the Licence Period.

   2. Standard Updates are generally scheduled to take place annually during the second quarter of each year but the schedule may vary according to introduction dates of new legislation and the nature of the updates required.

   3. Where there are critical changes required (most frequently as a result of changes to law or legislation) during the licence period, Urgent Updates will be issued as soon as possible by The Letting Centre, subject to receiving sufficient notice from the statutory authorities (if any). Urgent Updates should be implemented as soon as possible after they are issued by ZPG. Neither ZPG nor The Letting Centre will be responsible for any act, omission or liability that occurs where the End User has not implemented the required changes to the Forms following an Urgent Update, or where the End User continues to use older versions of any updated Forms.

4. User Modifications.

   1. The End User may modify or customise the Forms at its own risk.

   2. Such modification shall be subject to copyright law. Provided the modified document contains substantial parts of the original copyrighted material, this means that the modified documents are still governed by copyright rules and it is important that the End User shall continue to identify The Letting Centre as owner of the copyright material by inclusion of the appropriate copyright notices – see clause 2.7.

   3. It is important that the End User carries out its own independent legal checks where the End User modifies the Forms.

5. Fit for Purpose Warranty.

   1. ZPG warrants that the Forms supplied have been professionally prepared and checked using reasonable care and skill. However, it must be stressed that their safe use requires that they are used correctly by any End User and that the End User should have an adequate knowledge of the law of landlord and tenant in order to draft the Forms as part of any professional service provided by the End User. ZPG cannot be responsible for the use of individual Forms in individual cases and therefore it is the End Users’ responsibility for ensuring that any Forms issued are legally correct.

   2. This warranty is limited to a duration of twelve months from the start of the licence period (see clause 1.1). After this time, users are required to subscribe to the Revision and Support Service for these Forms in order to extend their support and warranty under this licence.

6. Indemnity.

   1. The End User accepts that the Forms supplied by ZPG are to be used with adequate prior knowledge of the law of landlord and tenant and indemnifies ZPG against any debts, claims or other liabilities that may occur through their use or misuse.

   2. ZPG shall not be liable for any loss, consequential or otherwise (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the misuse of the Forms. In particular, ZPG shall not be liable in the following situations:

      1. Where the claim arises from the End User whose use constitutes a breach of these End User licence terms

      2. Where the End User is not using the latest revision of the Forms as published by ZPG, or where the End User has not subscribed to the annual updates

      3. Where the End User has amended the Forms in any way

      4. Where the End User has not followed the published recommendations and guidance specified in the Guidance and Drafting Notes for that individual Form

      5. Where the End User has caused the Safety Notices to be deleted from the final document as distributed

      6. TDS Forms. Claims arising from documents developed specifically for use with The Dispute Service (“TDS”) where The Letting Centre have not had the opportunity to process and verify the revisions published by TDS in the agreed manner (see ‘Tenancy Deposit Protection Schemes’ below) and passed these onto ZPG.

7. Sole Responsibility.
   The End User is solely responsible for any breach of its obligations under these Terms and for the consequences (including any loss or damage that ZPG may suffer) of any breach.

8. Acceptance. You can accept the terms in this Agreement (the “Terms”) by:

   1. Clicking to accept the Terms, where this option is made available to you by ZPG; or

   2. By actually using the Forms. In such case, you agree that ZPG will treat your use of the Forms as acceptance of the Terms at this point.

9. Ending your Licence Agreement.

   1. This Agreement is granted for the minimum Licence Period and the End User is responsible for paying the full licence fee during the Licence Period.

   2. Where the Licence Period has been extended by payment of a further annual or monthly licence extension fee either party may terminate this Agreement during the extended period by giving two months’ written notice.

   3. ZPG may, at any time, terminate its legal agreement with the End User if the End User has breached any of the Terms in this Agreement, or if ZPG has terminated its legal licence of these Forms with The Letting Centre.

   4. Once this licence has terminated (either through express termination or via the effluxion of time) and no replacement or extension to this licence has been agreed, the End User agrees to stop using any of the Forms or any similar versions derived from the Forms after the termination date, and to delete all the supplied template Forms from any storage device or computer system within the control of the End User.

10. General Legal Terms.
    This Agreement shall form the basis of any contract between ZPG and the End User and supersedes any previous agreement made between the parties. No servant or agent of ZPG has power to vary these conditions orally or in writing or to make representations or promises about the condition of the goods, their fitness for any purpose or any other matter whatsoever.

11. Changes to the Terms.
    

    1. ZPG may make changes to the Terms of this Agreement from time to time, and will notify the End User of such changes.

    2. The End User understands and agrees that, by using the Forms after the date on which the EULA Terms have changed, ZPG will treat this use as acceptance of the updated EULA Terms.

12. Support.

    1. Neither ZPG nor any servant or agent of ZPG offer any legal support or advice on the Forms or the circumstances surrounding their use.

    2. The Letting Centre will provide Compliance Support to End Users of the Forms. Compliance Support will be provided directly by The Letting Centre, and only in specified circumstances – this is where the wording of the Forms has been questioned or disputed by a client’s lender, or professional legal advisor. The Letting Centre will make reasonable efforts to provide the necessary legal support to ensure that such queries are satisfied.

    3. Compliance Support does not include the provision of general technical advice on using the tenancy agreement, or dealing with problems arising out of a tenancy that has been created, or that is being brought to an end.

    4. Compliance Support under clause 12.2 above will only be provided where a licence is current.

13. Payment Terms & Interest. Any products or services supplied in connection with this Agreement are payable in advance unless offered otherwise in writing. Any amounts not received in full by the date due will incur interest at the rate of 1% per month accruing daily.

14. Specification. Specifications, descriptions and prices for products are given in good faith and are current at time of printing. However, errors may occur in preparation and printing of literature and ongoing development may cause specific features to change. Orders are thus accepted subject to product availability and current available specification.

15. Tenancy Deposit Protection Schemes.

    1. The Forms shall include documents which are designed for use with The Dispute Service (“TDS Forms”). The Dispute Service is one of several organisations approved by Government to run tenancy deposit protection schemes.

    2. TDS Forms are supplied according to rules laid down by The Dispute Service (TDS) which govern what information must be included in these legal documents. TDS are obliged to inform TDS members whenever there are any changes to these rules, or prescribed documents to be included under these rules.

    3. ZPG and The Letting Centre rely on TDS to inform them in advance of any changes to the TDS rules or the prescribed information to be included in documents used by TDS members, and for this reason, ZPG shall not be liable for any issues arising where ZPG have not been informed of any changes to the TDS Rules or the prescribed information, or where these changes have not been notified to ZPG and The Letting Centre within the required 60 day notice period (see 15.4 below).

    4. TDS have agreed to provide ZPG and Letting Centre at least 60 days notice of any updates to the TDS rules or the associated TDS documents. Once The Letting Centre and ZPG have updated the TDS Forms, they will be passed back to TDS for approval before release to the End User.

    5. TDS Forms supplied under this Agreement will include a certificate (on the cover page) that the document has been approved by the Dispute Service, and an approval date will be included in this certificate. End Users who are TDS members should check that TDS Forms are appropriately certificated before using the Forms.

16. Audit and Disclosure.

    1. ZPG and The Letting Centre may carry out audits to ensure that End Users are using the Forms with the appropriate licence. The use of Letting Centre Forms without licence is in breach of this Agreement. The End User agrees to provide ZPG and The Letting Centre with information relating to the Forms being used upon request. Where the End User is using the Forms without a valid licence the End User will be liable to pay the full licence fee at the current rate at the time of audit.

    2. For a period up to 36 months from the date of expiry of this Agreement, the End User agrees to supply ZPG or The Letting Centre on demand within 7 days, information relating to and copies of agreements and forms currently being used by the End User. The use of Letting Centre Forms without licence or the failure to provide adequate information in this respect shall render the End User liable to pay the full licence fee at the current rate.

    3. The End User agrees that ZPG may disclose the End User’s identity to The Letting Centre and certify in writing that the End User has entered into a licensing agreement with ZPG for the Forms.

1. Revision and Support Service

   1. ZPG offer a Revision and Support Service (the “Revisions Service”) in order to extend the support and warranty provided under this Agreement, and to provide legal, technical or other revisions to the Forms. The Revisions Service will provide compliance support to the End User and updates to the Forms for the duration of this licence.

   2. Renewals to the Revisions Service must be consecutive and continuous (ie without lapse).

   3. ZPG and The Letting Centre reserve the right to cancel this licence and any compliance support where the End User (or parties acting on their behalf) has demonstrated abusive or threatening behaviour towards ZPG or Letting Centre staff.

18 Acceptance

Any agent or servant of the End User who accepts this agreement binds the End User to all the terms and requirements of this agreement