Web Advertising Agreement
1. Definitions and interpretation
1.1 In this Agreement:
|“Advertiser”||means a party proposing advertising to be displayed on the Website;|
|“Associate”||means in relation to a party, any other entity which directly or indirectly Controls, is Controlled by, or is under direct or indirect common Control with that party from time to time;|
|“Authorised Contact”||means each authorised representative appointed by each of the Advertiser and Mystudenthalls.com as their respective account managers, whose details are set out in clause 16, or as otherwise notified to the other party in writing;|
|“Brand”||Brand means the Mystudenthalls.com brand and all representatives of the Mystudenthalls.com trademarks including logos, devices, domain names and other Intellectual Property Rights owned and used by Mystudenthalls.com from time to time.|
|“Business Day”||means a day other than a Saturday, Sunday or bank or public holiday in England;|
|“Change”||means any change, amendment or alteration to this Agreement;|
|“Change Control Note”||means a note which details the impact the proposed Change will have on any part of this Agreement;|
|“Change Control Procedure”||means the procedure for agreeing Changes as set out in this Agreement;|
|“Commencement Date”||means the date on which a Listing is placed live on the Website by Mystudenthalls.com;|
|“Conditions”||means these general terms and conditions as listed in this Agreement;|
|“Confidential Information”||means all information (whether in oral, written or
electronic form) relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s finances, technology, know-how, intellectual property, assets, strategy, products and customers;
|“Control”||means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors and “Controls” and “Controlled” shall be interpreted accordingly;|
|“Fees”||means the fees and other amounts payable under clause 10 and/or Schedule 1;|
|“Force Majeure”||means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including without limitation — war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others;
blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
|“Good Industry Practice”||means the exercise of that degree of care, diligence and skill which would reasonably and ordinarily be expected from a skilled, professional and experienced person engaged in the same type of undertaking under the same or similar circumstances;|
|“Initial Term”||means as defined in clause 4.1;|
|“Intellectual Property Rights”||means copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, the right to sue for passing off, mask works, utility models, domain names and all similar rights and, in each case:(a) whether registered or not;(b) including any applications to protect or register such rights;
(c) including all renewals and extensions of such rights or applications;
|“Listings”||means the Advertiser advertising to be displayed on the Website or otherwise arising in connection with this Agreement the details of which are set out in Schedule 1;|
|“Mobile Platform”||means Mystudenthalls.com’s consumer facing software applications for use with mobile devices;|
|“Mystudenthalls.com”||means Mystudenthalls.com that is a trading style of Mygroup Digital Limited, Company number 07345539 which is registered in England at Number One Vicarage Lane London E15 4HF;|
|“Platforms”||means the Website and Mobile Platform and any other technological platforms or innovations used or operated by Mystudenthalls.com to deliver services whether now or in the future;|
|“Rental Subjects”||means as described in clause 18.104.22.168|
|“Services”||means the services described in this Agreement to be provided by Mystudenthalls.com for the Advertiser in the performance of this Agreement;|
|“Submissions”||means any user or other third party generated information emailed or otherwise externally submitted to the Website;|
|“Mystudenthalls.com Personnel”||means the people providing the Services or otherwise performing Mystudenthalls.com’s obligations or exercising its rights under this Agreement;|
|“VAT”||means United Kingdom Value Added Tax, and any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;|
|“Virus”||means anything or device (including any software, code, file or program) which may:(a) prevent, impair or otherwise adversely affect the operation of the Platforms or any software, hardware or network, any telecommunications service, equipment or network or any other service or device;(b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or
(c) adversely affect the user experience, including worms, Trojan horses, Viruses and other similar things or devices;
|“Visitor Information”||means the data collected by Mystudenthalls.com about users of and visitors to the Website, including Submissions and visitors’ behaviour in relation to Listings or otherwise in connection to the Website or as a result of this Agreement;|
|“Website”||means https://www.Mystudenthalls.com.com/ or any other URL as Mystudenthalls.com may nominate or designate from time to time.|
|“Year”||means any period of 12 consecutive months from the Commencement Date.|
1.2 In this Agreement:
1.2.1 a reference to this Agreement includes its schedules;
1.2.2 the table of contents, background section and the clause, paragraph, schedule or other headings in this Agreement are included for convenience only and shall have no effect on interpretation;
1.2.3 a reference to a ‘party’ includes that party’s successors and permitted assigns;
1.2.4 words in the singular include the plural and vice versa;
1.2.5 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.6 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.7 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time;
1.2.8 a reference to legislation includes all subordinate legislation made from time to time under that legislation;
1.2.9 a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction;
1.2.10 this Agreement constitutes an offer by Mystudenthalls.com to the Advertiser to purchase the Services in accordance with this Agreement; and
1.2.11 these Conditions apply to the Agreement to the exclusion of any other terms that the Advertiser seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
1.3 For clarity, Mystudenthalls.com is not a letting agent but a website that provides Listings of student accommodation that are entirely and wholly the responsibility of the Advertiser. Mystudenthalls.com gives no warranty as to the accuracy or completeness of any Listing provided on this website and shall not be liable for any losses incurred by the Advertiser or a party responding to a Listing shared by the Advertiser. The Advertiser is wholly responsible for the clarity, accuracy and completeness of any information provided in Listings. The Advertiser shall indemnify Mystudenthalls.com against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Mystudenthalls.com arising out of or in connection with this Agreement due to the actions of the Advertiser. This indemnity shall apply whether or not the Advertiser has been negligent or at fault.
2.1 In the event of any conflict or inconsistency between different parts of this Agreement, the following descending order of priority applies:
2.1.1 the terms and conditions in the main body of this Agreement andSchedule 2;
2.1.2 the other Schedules;
2.2 Subject to the above order of priority between documents, later versions of documents shall prevail over earlier ones if there is any conflict or inconsistency between them.
3. Commencement Date
This Agreement commences and takes effect from the Commencement Date identified above.
4. Term of the Agreement
4.1 This Agreement shall continue from the Commencement Date for Twelve (12) months (the “Initial Term”) at which point it shall end (unless terminated earlier):
4.1.1 by Mystudenthalls.com for convenience on a less than 6 weeks prior written notice to the Advertiser, provided that such notice may not be issued until after the end of the three months of this Agreement;
4.2 At the end of the Initial Term, this agreement will be automatically renewed for successive 12 month terms unless it is terminated by either party giving not less than three (3) months’ written notice of termination (the “Written Notice”) to the other side or unless this agreement is terminated in accordance with Clause 27 (Termination).
5.1.1 The Advertiser shall provide a copy of the Listings by uploading the relevant property information to their own account with Mystudenthalls.com five days before the intended date of publication. Mystudenthalls.com shall adapt and configure the Listings as appropriate so that it can be uploaded on the Website.
5.1.2 Mystudenthalls.com shall review any submitted Listings to ensure they are appropriate and can entirely at its discretion refuse to publish any materials that are deemed to be unsuitable for the Website.
5.1.3 All Listings shall be required to comply with and shall be subject to the Website technical requirements or specifications as notified by Mystudenthalls.com to the Advertiser from time to time. Mystudenthalls.com has right to refuse Listings or other advertising or listings that it determines is illegal, offensive, unsuitable or inappropriate. For clarity, Mystudenthalls.com shall not be liable for any losses incurred by the Advertiser in the event that a submitted Listing is amended or refused publication pursuant to this clause 5.1.3.
5.1.4 Once the Listings have been duly approved by Mystudenthalls.com, Mystudenthalls.com shall publish the Listings on the Website, subject to payment by the Advertiser of applicable Fees in accordance with this Agreement.
5.1.5 The Advertiser’s right to display the Listings on the Website is non-exclusive and Mystudenthalls.com shall be entitled to display similar third party promotional material on the Website, which may relate to direct competitors of the Advertiser.
5.1.7 Mystudenthalls.com shall store copies of any Submissions which contain personal data to the Website in connection with the Listings during the term of this Agreement and for six years thereafter.
6.2 Mystudenthalls.com shall:
6.2.2 procure that all Services delivered by Mystudenthalls.com Personnel shall be carried out in good faith and upon the basis of information provided by the Advertiser and otherwise in accordance with Good Industry Practice;
6.2.3 have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement or which do not materially affect the nature or quality of the Services. Mystudenthalls.com shall notify the Advertiser in any such event;
6.2.4 the Advertiser may also request that additional Features be added to the Services. If both parties agree to the provision of further Ser vices or the addition of further Features (subject to agreement regarding a variation in the charges to reflect the additional Services or Features) then those Services and/or Features shall be deemed to be added to the Agreement. Mystudenthalls.com shall keep an up to date list of the Services and Features provided to the Advertiser and shall provide the same to the Advertiser upon request;
6.2.5 the Advertiser acknowledges that access to the internet, mobile phone networks and other communication media required for the provision of the Services are inherently associated with a risk including Viruses, data security, piracy, privacy, availability of the Services and reliability of transmission. Mystudenthalls.com does not warrant that any of the Services will be provided without interruption or shall be error free. Mystudenthalls.com reserve the right to suspend all or part of the Services and the Features as may be necessary to undertake routine or emergency maintenance from time to time.
6.3 The Advertiser shall perform its obligations as follows:
6.3.1 The Advertiser shall:
22.214.171.124 ensure that any data (including but not limited to images, pricing, location, property data) or information provided to Mystudenthalls.com are complete, accurate and not misleading;
126.96.36.199 cooperate with Mystudenthalls.com in all matters relating to the Services;
188.8.131.52 obtain and maintain all necessary licences, permissions and consents which may be required for the operation of the Advertiser’s business and observe, perform and comply in all respects with Good Industry Practice;
184.108.40.206 act at all times in accordance with Best Professional Practice and not carry out business in a matter which is detrimental to Mystudenthalls.com (in Mystudenthalls.com’s reasonable opinion);
220.127.116.11 provide to Mystudenthalls.com valid functioning e-mail addresses and telephone numbers and these shall be immediately updated if any changes to them would prevent the advertiser from receiving e-mails or calls from individuals who are looking to rent properties which are detailed in the Listings (the “Rental Subjects”). If the Advertiser’s nominated contact methods are not able to receive incoming calls, messages or data from Rental Subjects, Mystudenthalls.com will not be liable for any loss that the Advertiser suffers as a result of not receiving calls, e-mails or data;
18.104.22.168 ensure that any functioning e-mail addresses and telephone numbers that are included on the Listings are correct at all times and these shall be immediately updated if any changes to them would prevent the Advertiser from receiving communication from Mystudenthalls.com. If the Advertiser’s nominated contact details present on the Listings are not able to receive incoming calls, messages or data, Mystudenthalls.com will not be liable for any loss that the Advertiser suffers as a result of not receiving calls, e-mails or data;
22.214.171.124 ensure that the Advertiser has authority to upload images and consent to the Platforms before such images and content are uploaded. The Advertiser shall provide Mystudenthalls.com with evidence of its ownership of the images and content promptly upon request. Mystudenthalls.com will not be liable for any loss that the Advertiser suffers as a result of not having authority to upload images and content to the Platforms in the event it chooses to do so;
8.2 All Intellectual Property Rights in the Listings belong to the Advertiser.
8.4 All Visitor Information and Submissions obtained by Mystudenthalls.com relating to the Listings shall belong to the Advertiser and shall be provided by Mystudenthalls.com to the Advertiser immediately at the Advertiser’s reasonable request and expense.
8.5 Each party shall be entitled to use in any way it deems fit any skills, techniques or know how acquired or developed or used in performance of this Agreement provided always that such skills, techniques or know how do not infringe the other party’s Intellectual Property Rights or disclose or breach the confidentiality of the other party’s Confidential Information.
8.6 Mystudenthalls.com owns all of the Intellectual Property Rights in its Brand.
8.7 Mystudenthalls.com grants the Advertiser a non-exclusive right to use theMystudenthalls.com logo and Website address during the Initial Term and any subsequent terms as agreed between the parties. Mystudenthalls.com reserves the right to immediately terminate the right granted in this clause at its absolute discretion and without notice.
8.8 Mystudenthalls.com is the exclusive owner of all and controls all rights in the Platforms. All Intellectual Property Rights in or arising out of or in connection with the Platforms and the Services are owned by Mystudenthalls.com (or its licensors) and nothing in this Agreement shall grant the Advertiser any right, title or interest in the same.
8.9 The Advertiser grants Mystudenthalls.com a non-exclusive licence for the Term to use the logos and the name or the logos of any Intellectual Property Rights owned by the Advertiser on the Platforms.
Mystudenthalls.com represents and warrants the following standards:
9.2 Mystudenthalls.com shall make all commercially reasonable efforts to provide the Advertiser with prior email notification of all scheduled and emergency interruptions to the availability of the Listings on the Website and shall use all reasonable endeavours to keep such interruptions to a minimum.
9.4 Swapping or trading of Listings shall not be permitted under any circumstances. For clarity, Listings that are purchased by the Advertiser cannot be changed, swapped, substituted, rearranged for another advert that shall be put forward by the Advertiser. Listings once purchased by an Advertiser cannot under any circumstances be transferred to a third party. No refunds will be made if the Advertiser decides not to or is unable to use the Website and Platforms for Listings.
9.5 The Advertiser shall not be allowed to swap, change, rearrange or substitute the contents of any Listings for other advertising or listings that are not currently placed or scheduled to be placed on the Platforms.
9.6 Listings are purchased and wholly owned by the Advertiser. If ownership of the Advertiser changes the new owner of any Listings shall not under any circumstances be entitled to the remaining time of the Term left on the Listings or ownership of any Intellectual Property provided by the Advertiser. For clarity, any new Listings that would be put forward by the new owner of the Advertiser would be treated as new advert and shall require a new agreement to be put in place between Mystudenthalls.com and themselves.
9.7 If any Listings are terminated early, under no circumstances will Mystudenthalls.com offer a refund of any monies.
9.8 If Mystudenthalls.com wish to keep any Listings in an expired state, on the Platforms once the Term has expired, Mystudenthalls.com shall be entitled to do so. In such instances, the Advertiser automatically grants Mystudenthalls.com a non-exclusive licence beyond the Term to use the logos and the name or the logos for any Intellectual Property Rights owned by the Advertiser on the Platforms, pursuant to this clause 9.8 in connection with expired Listings.
All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by the Advertiser at the rate and in the manner for the time being prescribed by law.
12.1 Mystudenthalls.com shall invoice the Advertiser electronically to the email address notified by the Advertiser in writing to Mystudenthalls.com for all sums due under this Agreement monthly in arrears following supply of the relevant Services or items to which the invoice relates.
12.2 The Advertiser shall pay such sums in full without set-off or counterclaim with payment being due upon demand. Mystudenthalls.com reserve the right to amend payment terms entirely at its own discretion.
12.3 If an Advertiser fails to pay any amount due to Mystudenthalls.com, Mystudenthalls.com may (in addition to any of the rights that it may have and without any prejudice to these) treat the Agreement as terminated or suspend the Services until such time as all amounts are paid in full with interest and the Advertiser shall be required to reimburse Mystudenthalls.com, on demand for all costs, losses and expenses that Mystudenthalls.com incurs in connection with the recovery of any payments due to Mystudenthalls.com under the Agreement. Unpaid invoices may be referred to a debt collection agency and data (including personal data) that you have shared, may be shared with them and other agencies in order to enforce payment.
13.1 Where sums due under this agreement are not paid in full by the due date, Mystudenthalls.com may, without limiting its other rights, charge interest on such sums at the rate of 10% a year above the base rate of The Bank of England from time to time in force.
17.1 Each party shall comply with its respective obligations, and may exercise its respective rights and remedies, under Schedule 2.
17.2 At all times, the Advertiser agrees to comply with the Privacy and Electronic Communications Regulations 2003 (as may be amended from time to time) and the Data Protection Legislation (as defined in Schedule 2) and agrees to handle and process any data acquired further to this Agreement in an entirely lawful manner at all times pursuant to this clause 17. The Advertiser shall wholly and fully indemnify and hold harmless Mystudenthalls.com on demand from and against all claims, liabilities, costs, expenses, loss or damage incurred by Mystudenthalls.com (including loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) arising directly or indirectly from a breach of this clause 17 by the Advertiser or enforcement of any rights under it.
18.1 The extent of the parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 18.
18.2 Subject to clauses 18.6 and 18.9, Mystudenthalls.com’s total liability shall not exceed the sum of the fees paid by the Advertiser in any given Year during the the Initial Term and any subsequent terms.
18.3 Subject to clauses 18.6 and 18.9, the Advertiser’s total liability shall not exceed the sum of twice the value of the fees paid to Mystudenthalls.com in any given Year during the Initial Term and any subsequent terms.
18.7 Except as expressly stated in this Agreement, and subject to clause 18.9, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
20.1.5 in such a way as not to cause any interruption to the business processes of the Advertiser (other than any agreed and unavoidable interruption which is required in order to perform the Services in a proper and efficient manner).
20.2 The warranties and representations specified in the above clause are subject to the Advertiser giving notice to Mystudenthalls.com as soon as it is reasonably able upon becoming aware of the breach of warranty or representation. When notifying Mystudenthalls.comof a breach the Advertiser shall use its reasonable endeavours to provide Mystudenthalls.com with such documented information, details and assistance as Mystudenthalls.com may reasonably request.
Where any Mystudenthalls.com software is licensed to the Advertiser under this Agreement, the Advertiser shall not:
21.1 make copies of the software, except for such back-up copies as are reasonably necessary, provided that the Advertiser keeps accurate and up-to-date records of such copying containing such information as Mystudenthalls.com reasonably requests;
21.5 remove or alter any copyright or other proprietary notice on the software, except in each case to the extent such activities are necessary to make use of the Services or expressly permitted by applicable English law or are expressly agreed by the parties in this Agreement.
22.1 Mystudenthalls.com shall be entitled to remove Listings from the Website if any Listings infringes (or in Mystudenthalls.com’s reasonable opinion is likely to infringe) any Intellectual Property Rights of any third party or otherwise be illegal, but Mystudenthalls.com shall not otherwise remove Listings except as requested by the Advertiser and shall maintain all HTML tags, links and metadata associated with Listings as agreed with the Advertiser.
22.2 Each party (Indemnifying Party) shall indemnify and keep indemnified and hold harmless the other (Indemnified Party) from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Indemnified Party as a result of or in connection with any action, demand or claim that use or operation of any Listings or Software provided by the Indemnifying Party infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Indemnifying Party shall not have any such liability if the Indemnified Party:
22.2.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of Indemnifying Party (which shall not be unreasonably withheld or delayed);
23.1 Neither party shall (except with the written consent of the other) directly or indirectly solicit or entice away from the employment of the other (or attempt to do so) any person employed or engaged by such other party in the performance of this Agreement at any time during the term of this Agreement or for a period of 12 months after the termination or expiry of this Agreement.
23.2 If a party breaches the above clause, it shall pay to the other party as compensation an amount equal to 12 months’ salary of the relevant employee or contractor (as the case may be), and the parties acknowledge that this represents a genuine pre-estimate of the loss likely to be suffered through breach of this clause.
23.3 If the periods above are held by a court or tribunal of competent jurisdiction to be void or unenforceable, such provisions shall apply with such modification to the relevant wording and/or reduction in the length of the period as required to make them valid and enforceable.
24.1 Mystudenthalls.com may update or amend these Conditions from time to time as per the terms of this clause.
24.2 If Mystudenthalls.com wish to amend these Conditions you will be notified of the amendments at least seven days prior to the change taking effect (the “Amendment Notice Period”). The Advertiser are entitled to object to any updates or amendments my notifying Mystudenthalls.com in writing within the Amendment Notice Period. The parties shall then attempt to resolve the objection within seven days from the date that the objection notice is deemed to be received by Mystudenthalls.com. If a resolution cannot be reached within the seven day time period, then this Agreement may be terminated by either party within two business days of serving notice on the other side, such notice to last for the Notice Period. For clarity, the change will not apply to the Advertiser during the Notice Period. If Mystudenthalls.com does not receive notification of the Advertiser’s objection within the Amendment Notice Period then the Advertiser will be deemed to have agreed to the change which shall become binding upon the Advertiser on the expiry of the Amendment Notice Period.
24.3 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions to the Agreement shall only be binding when agreed in writing and signed by Mystudenthalls.com.
25.1 Upon request by the Advertiser, Mystudenthalls.com shall provide a report with details of the Listings and associated usage statistics, Submissions, Visitor Information and other matters as reasonable requested by the Advertiser. Mystudenthalls.com shall allow authorised representatives of the Advertiser at all reasonable times to have access to Mystudenthalls.com’s premises, systems and records (and those of its subcontractors as necessary) for the purposes of inspecting its records from time to time upon request of the Advertiser to supply to the Advertiser all appropriate reports, returns and other information relating to the Services or the Listings, including all usage statistics and analysis, traffic information or similar information provided by any third party (such as Google Analytics).
25.2 The obligations under this clause 25 are in addition, and without prejudice, to the further record keeping and reporting obligations of Mystudenthalls.com (or rights of the Advertiser) under Schedule 2.
26.1 Each party shall maintain the confidentiality of the other party’s Confidential Information and shall not without the prior written consent of the other use, disclose, copy or modify the other party’s Confidential Information (or permit others to do so) other than as necessary for the performance of its rights and obligations under this Agreement.
26.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors (including Mystudenthalls.com Personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and
26.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
except that clauses 26.4.1 to 26.4.3 shall not apply to information to which clause 26.6 relates.
26.6 To the extent any Confidential Information is Protected Data as defined in Schedule 2, such Confidential Information may be disclosed or used only to the extent such disclosure or use does not conflict with any of Schedule 2.
26.7 The Advertiser (the “Indemnifier”) shall indemnify and keep indemnified and hold harmless Mystudenthalls.com (the “ Indemnitee”) from and against any losses, damages, liability, costs (including legal fees) and expenses which the Indemnitee may incur or suffer as a result of or arising from any breach by the Indemnifier of this clause.
27.1.1 is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
27.1.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
27.2 Mystudenthalls.com may without prejudice to its other rights and remedies by notice in writing to the Advertiser immediately terminate this Agreement if the advertiser or any of its Associates undergo change of Control that is in the reasonable opinion of Mystudenthalls.com likely to have an adverse effect on the Advertiser.
27.3.1 within seven days of such termination return (or, at the other party’s option, destroy) all Confidential Information in its possession or under its control and all copies of such information; and
27.5 On termination of the Agreement for any reason:
27.5.1 the Advertiser shall immediately pay to Mystudenthalls.com all of Mystudenthalls.com’s outstanding unpaid invoices and interest (if such exist);
27.5.2 in respect of Services supplied but for which no invoice has been submitted, Mystudenthalls.com shall submit an invoice which shall be payable by the Advertiser immediately;
27.5.3 the Advertiser shall return all products, materials or other items which contain Mystudenthalls.com’s Intellectual Property Rights or, at Mystudenthalls.com’s sole discretion and instruction, destroy all such products, materials and/or other items;
27.5.4 the Advertiser shall permanently erase or delete any of Mystudenthalls.com’s confidential information as defined in clause 26;
27.5.5 the Advertiser shall immediately cease using all of Mystudenthalls.com’s Intellectual Property Rights;
27.5.6 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected; and
27.5.7 any clauses which expressly or by implication have effect after termination shall continue in full force and effect.
28.1 If either party believes in good faith that the other party has breached any term of this Agreement, then the first party shall notify the other party, in writing setting out in reasonable detail the nature of the alleged breach (“Notice of Breach”). If the other party does not dispute the validity of the Notice of Breach, then it shall promptly undertake to cure the breach. If however, the other party disputes the validity of the Notice of Breach, then the parties shall comply with the following provision in order to expedite the review, verification, cure and remedy of any such breach.
28.2 Any dispute to be resolved pursuant to this Agreement shall first be submitted for resolution to senior personnel of each party. If such senior personnel are unable to resolve the dispute within ten working days after the date on which the Notice of Breach is received by the other party (or such longer time as is mutually agreed in writing), then the dispute shall be submitted to the directors (or persons of comparable authority) of each party for resolution. If such directors are unable to resolve the dispute within ten working days after the date on which the Notice of Breach is received by the other party then each party shall be free to pursue whatever remedies under this Agreement, at law or in equity may be available to it in respect of the subject matter of the dispute.
29.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings and arrangements between the parties, whether in writing or oral in respect of its subject matter.
29.2 Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
31.1 Subject to clause 31.2, no announcement or other public disclosure concerning this Agreement or any of the matters contained in it shall be made by, or on behalf of, a party without the prior written consent of Mystudenthalls.com (such consent not to be unreasonably withheld or delayed).
31.2 If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained in it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, it may do so. Such a party shall:
31.2.1 notify the other party as soon as is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure;
31.2.3 make the relevant announcement or public disclosure after taking into account all reasonable requirements of the other party as to its form and content and the manner of its release, so far as is reasonably practicable.
32.1 In this clause Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure.
Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are necessary to give full effect to this Agreement.
34.1 Mystudenthalls.com reserves the right to vary this Agreement without consulting the Advertiser. If the Agreement is varied, Mystudenthalls.com shall inform the Advertiser of the amendments and variations being made.
35.1 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other party’s prior written consent (such consent not to be unreasonably withheld or delayed).
35.2 Notwithstanding clause 35.1, a party may perform any of its obligations and exercise any of its rights granted under this Agreement through any Associate, provided that it gives the other party prior written notice of such subcontracting including the identity of the relevant Associate. Each party acknowledges and agrees that any act or omission of its Associate in relation to that party’s rights or obligations under this Agreement shall be deemed to be an act or omission of that party itself.
Each party shall pay all sums that it owes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
The parties are independent businesses or persons (whichever the case may be) and are not partners, principal and agent or employer and employee and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
Each party recognises that any breach or threatened breach of this Agreement may cause the other party irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, each party acknowledges and agrees that the other party is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
39.1 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
39.2 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
40.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
40.3 A waiver of any term, provision, condition or breach of this Agreement shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.
Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement.
This Agreement may be signed in any number of separate counterparts, each of which when signed and dated shall be an original, and such counterparts taken together shall constitute one and the same agreement.
Each party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of this Agreement (and any documents referred to in it).
Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.
This Agreement and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).
Agreed by the parties on the date set out at the head of this agreement
The types of Listings available are as follows:
1.1 Standard Listings
1.1.1 These are a standard 12-month property listing on Mystudenthalls.com.
1.1.2 This listing will always appear under the “Featured Listing” type in search results.
1.2 Featured Listings
1.2.1 This is a featured 12-month property listing on Mystudenthalls.com.
1.2.2 A Featured Listing will always appear above the “Standard Listing” type in search results listings.
1.2.3 Added benefits include a “Featured” Ribbon in search results and home page presence.
1.2.4 Where multiple Featured Listings are present within the same city, the Featured Listing order will be randomised.
Additional Products and Listing Enhancements
1.3 Display Banner
1.3.1 This is a standard banner advertisement, located above all search results listings for any requested specific cities.
1.3.2 The Advertiser can provide their own art-work subject to (but not limited to) clauses 1.3, 5.1.2, 5.1.3, 5.1.5, 6.3, 8.2, 8.3, 9.6 and 22.2. The Display Banner can link to any URL of the Advertisers choosing.
1.3.3 This will charged on a weekly basis per banner, for all requested specific cities.
1.4 Spotlight Boost (monthly)
1.4.1 This boost can be applied to either Core Listing types (Standard or Featured).
1.4.2 The Advertiser’s Listing will be fixed at the top of search results within the applicable city.
1.4.3 This type of Listing will be twice the height and twice the width listing of a Core Listing and resistant to both user budget and price filtering.
1.4.4 This is charged at a monthly rate per Listing.
1.5 Featured Premium Boost (monthly)
1.5.1 This boost can be applied to either Core Listing types (Standard or Featured).
1.5.2 This type of Listing will be twice the height and twice the width listing of a Core Listing.
1.5.3 Although the visual appearance will change subject to clause 1.5.2, listing functionality and operations will be the same as a Featured Listing.
1.5.4 This is charged at a monthly rate per Listing.
1.6 If an Advertiser purchases a Standard Listing and wishes to upgrade to a Featured Listing (for a specified and discreet length of time, or for the remainder of the 12 month term) the Advertiser will be charged the full monthly cost of the Featured Listing.
Details of the Fees are to be shared by Mystudenthalls.com during discussions between the parties.
1.2 Unless otherwise expressly stated in this Agreement each party’s obligations and rights and remedies under this Schedule are cumulative with, and additional to, any other provisions of this Agreement.
The parties agree that the Advertiser is a Controller and that Mystudenthalls.com is a Processor for the purposes of processing Protected Data pursuant to this Agreement. Mystudenthalls.com shall, and shall ensure its Sub-Processors and each of Mystudenthalls.com Personnel shall, at all times comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services. Nothing in this Agreement relieves either party of any obligations or liabilities under Data Protection Laws.
4. The parties shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and the terms of this Schedule 2. The Advertiser shall indemnify and keep indemnified Mystudenthalls.com against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Advertiser of its obligations under this Schedule 2.
Mystudenthalls.com shall process (and shall ensure Mystudenthalls.com Personnel only process) the Protected Data in accordance with Part 1 of this Schedule 2, this Agreement and the Advertiser’s written instructions from time to time except where otherwise required by applicable law (and in such a case shall inform the Advertiser of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest). Each party shall immediately inform the other party if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.
Mystudenthalls.com shall at all times implement and maintain appropriate technical and organisational measures to protect Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
7.3 Mystudenthalls.com shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a binding written contract containing the same obligations as under this Schedule in respect of Protected Data that is enforceable by Mystudenthalls.com and ensure each such Sub-Processor complies with all such obligations.
8.1 Each party shall (at its own cost and expense) promptly provide such information and assistance (including by taking all appropriate technical and organisational measures) as the other party may reasonably require in relation to the fulfilment of the other party’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws).
Mystudenthalls.com shall (at the cost and expense of the Advertiser) record and refer all requests and communications received from Data Subjects or any Data Protection Supervisory Authority to the Advertiser which relate (or which may relate) to any Protected Data promptly (and in any event within five days of receipt) and shall not respond to any without the Advertiser’s express written approval and strictly in accordance with the Advertiser’s instructions unless and to the extent required by law.
Mystudenthalls.com shall not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the European Union or to any International Organisation without the consent of the Advertiser.
Mystudenthalls.com shall maintain complete, accurate and up to date written records of all categories of processing activities carried out on behalf of the Advertiser. Such records shall include all information necessary to demonstrate its and the Advertiser’s compliance with this Schedule, the information referred to in Articles 30(1) and 30(2) of the GDPR and such other information as the Advertiser may reasonably require from time to time.
Mystudenthalls.com shall (and shall ensure all Sub-Processors shall) promptly make available to the Advertiser (at the Advertiser’s cost) such information as is reasonably required to demonstrate Mystudenthalls.com’s and the Advertiser’s compliance with their respective obligations under this Schedule and the Data Protection Laws, and allow for, permit and contribute to audits, including inspections, by the Advertiser (or another auditor mandated by the Advertiser) for this purpose at the Advertiser’s request from time to time. Mystudenthalls.com shall provide (or procure) access to all relevant premises, systems, personnel and records during normal business hours for the purposes of each such audit or inspection upon reasonable prior notice (not being more than two Business Days) and provide and procure all further reasonable co-operation, access and assistance in relation to any such audit or inspection.
13.1 Mystudenthalls.com shall promptly notify the Advertiser if it (or any of its Sub-Processors or Mystudenthalls.com Personnel) becomes aware of any actual Personal Data Breach in respect of any Protected Data.
13.2 Mystudenthalls.com shall promptly provide all information as the Advertiser requires to report the circumstances referred to in paragraph 13.1 to a Data Protection Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
Mystudenthalls.com shall (and shall ensure that each of the Sub-Processors and Mystudenthalls.com Personnel shall) without delay, at the Advertiser’s written request, either securely delete or securely return all the Protected Data to the Advertiser in such form as the Advertiser reasonably requests after the earlier of:
14.2 once processing by Mystudenthalls.com of any Protected Data is no longer required for the purpose of Mystudenthalls.com’s performance of its relevant obligations under this Agreement, and securely delete existing copies (except to the extent that storage of any such data is required by applicable law and, if so, Mystudenthalls.com shall inform the Advertiser of any such requirement).
This Schedule shall survive termination or expiry of this Agreement for any reason.
Processing of the Protected Data by Mystudenthalls.com under this Agreement shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of Part 2 of this Schedule 2.
Subject-matter of processing:
Name, email address and telephone number.
Duration of the processing:
The term of the Agreement and a period of six years after that.
Nature and purpose of the processing:
To operate Mystudenthalls.com’s business.
Categories of Data Subjects:
Individuals associated with the Advertiser and any individuals who are mentioned in Listings and subsequent communications by the parties in connection with the Listings.
1. Without prejudice to its other obligations, Mystudenthalls.com shall implement and maintain at least the following technical and organisational security measures to protect the Protected Data:
1.1 In accordance with the Data Protection Laws, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the Protected Data to be carried out under or in connection with this Agreement, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Protected Data transmitted, stored or otherwise processed, Mystudenthalls.com shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.