Subscription Agreement
Terms and Conditions
SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS (Last updated January 2025)
1. Introduction
a. Propoly is a lettings platform that carries your branding (Platform) and allows you to communicate with and manage the lettings process with landlords, tenants, prospects, and other relevant third parties (End Users+).
b. These terms and conditions (Terms) will apply to each Order Form signed by you from time to time. They govern the relationship between us, your use of the Platform, and the services we provide to you through it (together, the Services). To make these Terms easier to read, we use a few defined expressions which are set out in bold. Expressions defined in the Order Form will have the same meanings when used in these Terms.
c. Each Order Form will, once signed by you, form a binding contract between you and us that incorporates these Terms. In these Terms, we refer to the Order Form and these Terms, collectively, as the Agreement. In the event of any conflict or inconsistency between the provisions of an Order Form and these Terms, the latter will prevail.
d. In this Agreement a reference to HTM Services is a reference to the services provided by Helpthemove Limited incorporated and registered in England and Wales with company number 8718829 whose registered office is at 5 Parsonage Gardens, Manchester M3 2HS and which are more particularly detailed in the HTM Terms of Service contained at Appendix A of this Agreement.
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2. Duration of the Agreement
The Agreement will commence on the date we receive a signed Order Form from you. The Agreement will continue in force and will automatically renew at the end of the Initial Subscription Term for successive Renewal Terms unless you terminate the Agreement in accordance with clause 6. In these Terms, we refer to the Initial Subscription Term and all Renewal Terms, collectively, as the Subscription Period.
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3. Our obligations
a. Set-up
i. We will apply your name, logo, and image you provide to us (Branding), together with your preferred colour scheme to the home page of the Platform visited by Authorised Users. We will provide terms and conditions of use to which you and End Users will be the sole parties (Platform T&Cs) and will include links to those terms and your online privacy policy (Privacy Policy) on the appropriate pages of the Platform.
ii.We will set-up and provide to you the Custom URL from which End Users can access the relevant portal within the Platform.
b. Access
i. We will provide Authorised Users with access to the Platform for the duration of the Subscription Period unless the Agreement terminates on an earlier date in accordance with these Terms.
c. Availability
i. We make every effort to make the Platform available to Platform Users at all times during the Subscription Period except during periods of routine, emergency or essential maintenance, software upgrades, and other works necessary to maintain efficient provision of the Platform (Maintenance) and to restore access to the Platform as soon as possible in the event of its interruption or suspension.
ii. For each period of 12 consecutive hours that the Platform is unavailable to Authorised Users (excluding unavailability of Third-Party Services or due to Maintenance) for which you notify us in writing (Incident), we will extend the Subscription Period by 12 hours for no further charge, up to a maximum of thirty (30) days in total for all Incidents during the Subscription Period. This extension will be your only remedy in respect of the unavailability of the Services (including the Platform).
d. Maintenance and changes
i. We will be responsible for maintaining the Platform and will notify you of changes to the Platform where reasonably practicable.
ii. We reserve the right to conduct Maintenance in ways and during times that we consider necessary for it to perform properly. Where this results in the Platform becoming temporarily unavailable, we will provide Platform Users with advance notice wherever reasonably possible. We also reserve the right to make changes at any time to all or any parts of the Services(including changes to the website address, the method by which the Services are accessed and to these Terms (but not to any of the terms expressly set out in an Order Form). Except where the changes are required to comply with applicable law, we will endeavour to ensure that the functionality and performance of the Services will not, in our reasonable opinion, be substantially and adversely affected by such changes. These changes may take the form of the addition, revision, correction, removal, or editing of features or content or the migration of the Services to a different format. These changes may be made for any reason at our reasonable discretion.
e. Third-Party Services
i. Platform Users may access or purchase certain third-party services on the Platform (Third Party Services). Third-Party Services may include those which are:
(1) Included within the Subscription Fee such as electronic signature services (Free Third-Party Services);
(2) Not included within the Subscription Fee but which are purchased by you from time to time through the Platform and for which you will be invoiced separately such as tenant referencing, rent protection insurance, and deposit replacement services (Additional Third Party Services); and
(3) Not included within the Subscription Fee and which End Users purchase through the Platform and pay for directly to the relevant Third Party Services provider such as deposit replacement services and tenant utility switching services (Direct Third Party Services).
(4) One of our Free Third Party Services includes the HTM Services and by agreeing to use this Platform, you agree to the HTM Terms of Service as found at Appendix A to this Agreement or by following this electronic link https://helpthemove.co.uk/propoly-terms-of-service-2024/
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4. Permitted uses of the Services
a. Use of the Services
i. We permit your Authorised Users to use the relevant portal within the Platform (including all associated content tools, functionality, Services, and Third-Party Services) and the Services during the Subscription Period on a non-exclusive basis, solely in the course of performing their duties for your business as a lettings agency.
ii. We permit End Users to use the relevant portal within the Platform in accordance with the Platform T&Cs and to purchase Direct Party Services in accordance with any terms and conditions stipulated by the relevant third-party provider.
iii. Nothing in these Terms grants any person other than the applicable Platform Users the right to access or use the Services without our prior written consent.
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5. Payment
a. You will pay the Subscription Fee to us in accordance with the Payment Terms.
The Agent agrees to use the services provided by Propoly in a reasonable and responsible manner. The Agent shall not exceed their Yearly Average deals new or renewal without the prior written consent of Propoly. If the Agent exceeds their Yearly Average usage (Based on the previous 12 months usage where possible), Propoly may charge the Agent an Overage Premium of 20%.
All agents must be on direct debit for their monthly invoices or services will be disrupted.
b. For any Ancillary revenue earned, we will send you a statement at the end of each quarter. You will need to raise an invoice to Propoly Online LTD directly within seven (7) days of the statement for payment in the commission payment run at the end of the current month. Failure to submit the invoice within the allotted time will defer the payment to the next quarterly payment date.
c. The Subscription Fee and Set-Up Fee and any other amounts payable in connection with this Agreement are exclusive of VAT and any equivalent sales taxes and will be invoiced and paid in sterling.
d. When completing a lettings transaction using the Platform, tenants will be prompted to pay: (i) holding fees, rent, and other amounts requested from tenants by us via the Platform (Move-In Amounts); and (ii) a deposit. We will pay to you within five (5) working days of our receipt in full and cleared funds into our account for any Move-In Amounts (less any Third-Party service Charges in accordance with clause 5e and any customised tenancy agreement fees) and any deposits. If the Third-Party Service charges exceed the Move-In Amounts, you must pay any outstanding balance immediately.
e. You will be liable to us for any and all charges or other amounts incurred by us as a result of your purchase of any Additional Third-Party Services. If we incur any Third-Party Service Charges, we will be entitled (at our sole option) to invoice you for those charges. Payment of Third-Party Service Charges will be due and payable immediately from the date of invoice.
f. Except in relation to any deposits we receive from tenants, we may set off any amount owed to us by you against any amount which we may owe to you, present or future, and which arises under this Agreement. You hereby waive any and all rights of set-off that you otherwise may have. You will be solely responsible for ensuring that all deposits and amounts due to End Users are paid to them regardless of any deductions or set-offs made by us (or the right to make them) under this clause 5.
g. We may change the Ancillary Revenue agreement on giving you no less than 45 days written notice.
h. Cancellation fee of £50 +VAT will be charged for any DD cancelations.
i. A late payment fee of £50 + VAT will be charged for any late payments. Payment is due by 15th of each month and invoices must be paid in full by this date.
j. A non direct debit fee of £25 + VAT will be charged to invoices where a direct debit is not active on the account.
k. If you fail to pay an invoice in full, your account will be placed on stop. This means that you will not be able to access Propoly or use any of its services until you have paid the outstanding balance in full. We will provide 5 working days’ notice before access is locked, for you to settle any remaining balance on your account.
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6. Renewal
Your agreement will automatically renew unless you give 90 days notice prior to the initial end date. Upon renewal, an increase for the Subscription Fee in line with CPI (Consumer Price Index) + 3.9% will apply automatically, unless revised terms have been agreed by both parties prior to the renewal date.
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7. Termination
a. If you do not wish the Agreement to renew at the end of the Initial Subscription Term or Renewal Term (as applicable), you must provide us with written notice of non-renewal at least ninety (90) days before the renewal date. If you provide such notice in accordance with this clause 7a, the Agreement will expire on the last day of the then-current term.
b. We may terminate the Agreement immediately on giving notice: (i) if you f ail to pay when due any amount payable under this Agreement or in relation to any Third Party Services, including the Subscription Fee; (ii) if you or we enter into liquidation, make any arrangement with, or make a general assignment for the benefit of our or your creditors, appoint a receiver, manager, administrative receiver or administrator over the whole or substantially the whole of our or your undertaking or assets, cease (or threaten to cease) to carry out business, make any material business change or suffer any analogous process under any foreign law; (iii) if you commit a breach of these Terms that cannot remedied or, you commit a remediable breach of these Terms and do not remedy that breach within 14 days of the date you provide us with full details of the breach; (iv) in the event of unauthorised use or misuse of the Services which continues for a period of more than two (2) days and/or which, following written notice to you by us, is not brought to an end immediately. We may also terminate the Agreement for convenience, on giving 30 days’ written notice to you.
c. If the Agreement expires or terminates for any reason: (i) access to the Services (including the Platform) by all Platform Users will terminate immediately; (ii) all User Content will be deleted within 30 days of the effective date of expiry or termination except for User Content that is not (or has been anonymised so that it is not) Personal Data or for User Content that is Personal Data and for which we are a Controller (as each such expression is defined in the Propoly Data Protection Addendum) which we will be entitled to retain after such termination or expiry for such period as we determine in our sole discretion, subject to applicable law; and (iii) clauses 5, 6, 7, 8, 9, 10, 11 and 12 will remain in full force and effect.
d. The expiry or termination of the Agreement will not affect our accrued rights, remedies, obligations, or liabilities existing at expiry or termination.
e. Cancellation of other products and services such as monthly Rent & Legal protection will incur a cancellation fee equivalent to that of the one month premium chargeable.
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8. Warranties and indemnity
a. You warrant, represent and undertake to us that: (i) any rights you grant to us in the Agreement will not infringe or breach any other person’s rights at any time nor breach applicable laws; (ii) in performing your obligations under the Agreement and in the course of your access and use of the Service s, you will comply with all applicable laws and regulations and will procure that all Platform Users do the same; and (iii) you will not do, or omit to do, anything that is likely to prejudice or impair our intellectual property rights or damage or otherwise devalue the reputation or goodwill associated with such intellectual property rights, the Services or us.
b. You will indemnify, defend and hold up, our officers, employees and licensors, and all providers of Third Party Services harmless from and against any claims, liabilities, costs, losses, awards, damages, fines, or penalties that any or all of them may suffer, incur or pay (including all legal or professional fees) arising out of or in connection with any breach of these Terms by you and/or any breach of the Platform T&Cs by End Users.
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9. Intellectual property
a. You and your licensors will retain ownership of all intellectual property rights in all Branding (including any trademarks) and any content or data that you or any Authorised Users upload or provide by means of direct data entry to us (User Content).
b. We and our licensors will retain ownership of all intellectual property rights in the Services (including the Platform), all software and databases comprised in or used by the Platform, all content available through the Services (including the Platform T&Cs), all enhancements or modifications to the Services, all metadata and derived data (including analytics data or other data collected or generated from monitoring the Services or Platform Users) and all data collected by cookies or similar technologies (Cookies) used in connection with the Services.
c. You hereby grant to us and our third-party suppliers and contractors non-exclusive, perpetual, unlimited, irrevocable, royalty-free, fully paid up, worldwide permission (including the right to sublicense that permission) to use your User Content to the extent permitted by applicable law: (i) to provide the Services to you and Platform Users; (ii) to use and exploit the User Content for any purposes whatsoever including: (a) to create and exploit for any use whatsoever derived data (except in relation to Branding); (b) for publicity purposes and/or in connection with any of our marketing, promotional or advertising activities (including any client win lists, pitch documents, investor presentations or testimonials), during and after the term of the Agreement; and (c) for the purposes of our or third parties direct and/or other marketing of our products and services and those of our commercial partners and other third parties.
d. You will not allow any third party to access or permit them to observe or meter Platform Users’ behaviour on, the Platform.
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10. Data protection
a. We and you agree to comply with the terms of the Propoly Data Protection Addendum located at www.propoly.com/privacy-policy, as we may amend from time to time (by posting the changes online or by notifying you of them in writing).
b. You acknowledge and agree that we may set and read Cookies on Platform Users’ devices (or permit third parties to do so), which may collect personal and other data from those users. We reserve the right to include on the pages of the Platform links to private information about our use of personal data and/or Cookies (Propoly Privacy Information).
c. You will, promptly following our written request, include any Propoly Privacy Information we provide to you in your Privacy Policy. You will, on or around the Start Date, provide us a link to your Privacy Policy hosted online and ensure that the policy is available to Platform Users at all times during the Subscription Period.
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11. Your obligations
a. You will (and will procure all Platform Users will):
i. Keep confidential your access details to the Services and will not disclose them to any third party, unless expressly authorised by us to do so in writing. You will be responsible for any misuse of the Services or unauthorized disclosure of access details by Authorised Users.
ii. ensure that any unauthorised disclosure or use of access of the Platform is reported to us as soon as you or any Platform User become aware of it; and
iii. access and use the Services and the content available through it only in accordance with the Agreement.
b. We reserve the right (but are not obliged) to monitor the use of the Services (including the use of internet protocol addresses (IP Addresses). In the event of any unauthorised use of the Services, we may, at our discretion and without prejudice to any other remedy, immediately suspend or terminate access or provision of all parts of the Services by such method as we deem appropriate (e.g., by disabling access to the Services by one or more IP Addresses or ranges). In the case of suspension, this will continue until we are satisfied that the unauthorised use will not recur.
c. You agree to be bound by the Platform T&Cs and will comply with them and your Privacy Policy at all times. You must not provide to, or agree with, End Users any contractual terms, notices, or information that conflict or are inconsistent with the Platform T&Cs or the Agreement.
d. You acknowledge and agree that you are solely responsible for ensuring that you have all licenses, rights, permissions, and consents, required by: (i) Authorised Users to reproduce, upload, create, link to, embed, publish, and distribute all content uploaded or published by you to the Platform (including your Branding and User Content); and (ii) End Users of the Platform to download and view such content.
e. You will not scrape, crawl, harvest, retrieve, or otherwise gather by electronic means any data or other content from the Services.
f. In the rare occurrence any tenant disputed payments may take place, then they are the liability of the agent to reimburse Propoly Online LTD. These will be deducted via Direct Debit from client funds or invoiced within 45 days.
g. The Client will exclusively use the Provider’s Rent Protection Services during the Exclusivity Period. The Rent Protection Services provided under this agreement are exclusive to the Provider and run inline with the Propoly partnership agreement. The Client will not engage with competing providers for similar services during this time. Breach of this clause allows the Provider to terminate this agreement and claim losses.
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12. Our liability
a. Nothing in these Terms will restrict or exclude our liability for death or personal injury arising from our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
b. The express terms and conditions in these Terms will apply in place of all warranties, conditions, terms, representations, statements, undertakings, and obligations whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the fullest extent permitted by law.
c. Except as set out in clause 3, we do not make any promises about the availability of the Services or promise that access to it or the content made available through it will be secure, backed-up, or delivered uninterrupted, timely or error-free. We make no warranties in respect of any harm that may be caused by the transmission of a computer virus, worm, time bomb, Trojan horses, cancelbots, logic bomb, or any other form of programming routine designed to damage, destroy or otherwise impair a computer’s functionality or operation including transmission (Virus) arising from Platform Users uploading or downloading any content, any software they use to do so or any servers that make the Services and such content available. You agree that it is your responsibility to install suitable anti-virus and security software on your computer hardware and other devices to protect against any Viruses.
d. In order to use Third Party Services, you may have to accept the terms governing them with the respective provider of the Third-Party Services. You acknowledge and agree that we will not be liable for the performance of any Third-Party Services and make no representation, warranty, or guarantee regarding the installation, use, performance, availability, or effectiveness of such services.
e. Any Platform T&Cs or other website notices we provide will not constitute legal advice and you confirm that you will not rely on them as such. Any other advice received via Live Chat (Intercom), email or phone from a Propoly employee is not deemed to be and will not be taken as legal advice.
f. Subject to clause 11a, we will not be liable for: (i) any loss of information or data, use, reputation, goodwill or opportunity or any loss or failure to release expected profit, revenue, or savings or any direct, indirect, or pure economic loss; and (ii) any indirect, special, incidental, punitive, consequential damages, or losses that you may suffer, in each case however arising.
g. Except as set out above in this clause 11, our maximum total liability to you for all claims arising under or in connection with the Agreement in any calendar year, whether arising in contract, tort, out of breach of statutory duty or otherwise, and, whether in respect of a single event, series of connected or unconnected events, will be limited to the total Ancillary Revenue we pay to you under the Agreement in the calendar year of the claim (in relation to claims in connection with any Direct Third Party Services and/or your Ancillary Revenue).
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13. Other important terms
a. Severability. If any part of the Agreement is found to be unenforceable as a matter of law, all other parts of the Agreement will not be affected and will remain in force. For the avoidance of doubt, should the Agreement or any part of it be deemed or declared void or voidable, this will not affect the validity of any license provided under the Agreement.
b. Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to the subject matter of the relevant Agreement. No terms (other than these Terms) endorsed upon or delivered with an Order Form or other document or contained in any document other than an Order Form (whether any such document is referred to in the Agreement) or any terms that you seek to impose or incorporate will form part of the Agreement.
c. No reliance. Each party agrees that it will have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
d. No partnership. The Agreement does not constitute, establish, or imply any partnership, joint venture, agency, employment or fiduciary relationship between you and us.
e. Events or circumstances beyond our reasonable control. If we are prevented or delayed from complying with our obligations under the Agreement by anything you, a third party, or anyone acting on your or their behalf, does or fails to do or due to events or circumstances beyond our reasonable control (including, but not limited to, fire, flood and other acts of God, strikes, trade disputes, subcontractors’ non- performance, lock outs, restrictions of imports or exports, riot, accident, disruption to energy supplies, civil commotion, acts of terrorism or war) then our inability or delay in performing our obligations will not be deemed to be in breach of the Agreement
f. References to ‘including’ and other similar expressions. In these terms, words that appear after the expression ‘include’, ‘including’, ‘other’, ‘ f or example’, ‘such as’, or ‘in particular’ (or any similar expression) will not limit the meaning of the words appearing before such expression.
g. Assignment. You may not assign, sublicense, or otherwise transfer any of your rights under the Agreement. We may subcontract part or all of the performance of the Services and/or our obligations under the Agreement and may assign, sublicense, or otherwise transfer any of our rights and benefits under the Agreement.
h. Waiver. If you breach these Terms and we choose to ignore your breach, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Terms again.
i. Exclusion of third-party rights. These Terms do not create any right or benefit enforceable by any person that is not a party to it.
j. Notices. All notices, requests, instructions, consents, and other communications which are required or permitted under the Agreement will be in writing and will be deemed to be given: (i) when delivered by hand to the recipient’s address in the Order Form, at the time of such delivery; or (ii)when sent by post (with proof of posting) to the postal address provided in the Order Form, 2 working days (being a day other than a Saturday, Sunday or public holiday in England) after the date of posting or sending. However, any documented instructions, non-renewal notices, or notices declaring a breach of, or terminating, the Agreement, will be given only in person or by recorded delivery post or by courier delivery to the address specified in the Order Form. Notice of change of address will be given in the same manner as other communications. If postal address is not suitable, a written notice via email will suffice and carry the same terms.
k. Governing law and jurisdiction. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with English law and we and you hereby submit to the exclusive jurisdiction of the English courts.
l. These terms supersede all previous versions and are subject to change without prior notification.