By checking the I agree box displayed as part of the registration process, you agree to the following terms and conditions governing your use of PlanetRents’ online services ‘the services’.

If you are entering into this agreement on behalf of a company or other legal entity you warrant that you have the authority to bind such entity to these terms and conditions, and the words you or your used hereinafter refer to the entity. If you do not have authority to act on behalf of the person or legal entity which you are seeking to sign up, you must not check the I agree box and may not use the service.

References

Customer Data

means any data (including personal data) that PlanetRent processes when providing the services pursuant to this agreement.

Data Controller, Data Processor

references to Data Controller, Data Processor, "data subject", and "processing" (and "process "and "processes" will be construed accordingly), will have the meanings ascribed to them under applicable data protection legislation, including any equivalent definitions under Laws applicable outside of the European union.

Data Protection Legislation

means "applicable data protection legislation" that may be promulgated from time to time, any binding guidance, opinions or decisions of regulatory bodies, courts or other bodies, as applicable, or any other data protection legislation that applies to the parties from time to time, including where either or both parties are located outside of the European union.

Definitions

Affiliate

means any entity which directly or indirectly controls, is controlled by, or is under common control by either party. For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Aggregated Data

“Aggregated Data” has the meaning ascribed to it in Clause 3.6.

Authorised Parties

means Customers employees, Customer's Affiliates' employees, Customer's consultants, service providers, contractors, agents or Third Party providers authorised to access the service and Customer Data by Customer (or its Affiliates) (i) in writing, (ii) through the services security designation, or (iii) by system integration or other data exchange process.

Beta   Service  

means PlanetRent services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

Confidential Information

means (a) any software utilized by PlanetRent in the provision of the service and its respective source code; (b) Customer Data; (c) each partys business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (d) the terms, conditions and pricing of this agreement (but not its existence or parties).

Customer Data

means the electronic data or information submitted by Customer or authorised parties to the service, which may include personal data.

Customer Input  

means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its employees and authorised parties relating to the operation or functionality of the service.

Documentation

means PlanetRents electronic user guide for the service, which may be updated by PlanetRent from time to time.

Effective Date

means the date that the Customer clicked the "I agree" button in the PlanetRent sign up process

Employee  or  Worker  

means employees, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose active business record(s) are or may be managed by the service and for which access to the services has been purchased pursuant to an order form. The number of permitted employees will be as set forth in the applicable order form. Information related to former employees, consultants, contingent workers, independent contractors and retirees in the form of static, historical records may be maintained in the system but shall be excluded from the calculation of employees unless self-service access to the record through the service is provided to the individual.

Intellectual Property Rights  

means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honoured or enforceable under any applicable Law anywhere in the world, and all moral rights related thereto.

Law(s)  

means any local, state, national and/or foreign Law or Laws, treaties, and/or regulations applicable to a respective party.

Malicious Code  

means viruses, worms, time bombs, trojan horses and other Malicious Code, files, scripts, agents or programs.

Named Support Contacts

Persons trained on the PlanetRent product(s) for which they initiate support requests.

Order Form(s)

means the forms, electronic or otherwise, that set out the service or services selected by the Customer both at the initial sign up to the service as well as any subsequent purchases of any pay as you go or ancillary services as agreed to between the parties on the website, application or otherwise in writing that specify, among other things, the number and type of services ordered, the services term and the applicable fees.

Personal Data

means any information that relates to an identified or identifiable individual.

Service

means PlanetRent’s software-as-a-service hosted applications as described in the Documentation and subscribed to under an Order Form.

Party

means PlanetRent or the Customer, and “Parties” means PlanetRent and the Customer

Taxes

“Taxes” have the meaning ascribed to it in Clause 2.3.

The Customer

The legal entity contracting with “PlanetRent”

The Services

PlanetRent online subscription and pay as you go access to the basic PlanetRent modules and any optional modules or additional services provided thereby (collectively, the " service ").

Tenant

means a unique instance of the service, with a separate set of Customer Data held by PlanetRent in a logically separated database (i.e., a database segregated through password-controlled access)

Term

“Term” has the meaning ascribed to it in Clause 5.1.

In this agreement, PlanetRent Group Limited a company registered at Companies House under company nu mber 10834646 whose registered office is Ringley House, 349 Royal College Street, NW1 9QS “PlanetRent” and you “the Customer” , are each referred to as a  party  and are collectively referred to as the  parties . This agreement is governed under the Laws of England and Wales.

The terms and conditions contained in this "agreement" are effective from the date that you clicked "I agree" in the PlanetRent sign up process and is hereinafter called the "Effective Date".

The parties agree as follows:

Schedule 1 - The Service

1.1

PlanetRent shall make the service available for the Customer during the term in a professional, competent manner in accordance with this agreement.

1.2

The service will be provided via the http://planetrent.co.uk website and/or mobile interfaces and and/or other designated websites and applications.

1.3

The Customer may access and give access of the service to parties he/she so authorises solely for the internal business purposes of Customer and its Affiliates in accordance and not for the benefit of any third parties other than authorised parties. As Customer you are responsible for all authorised parties' use of the service and compliance with this agreement.

1.4

As Customer you have sole responsibility for

(a) the accuracy, quality and legality of all Customer Data provided including without limitation for providing all relevant notices to individuals and obtaining all relevant consents when required by applicable Law; and

(b) preventing unauthorised access to, or use of, the service, and,

(c) notifying PlanetRent promptly of any unauthorised access or use.

1.5

As Customer you agree that you will not not:

  1. use the service in violation of applicable Laws;

  2. send or store infringing, obscene, threatening, or otherwise unlawful or tortious material or Malicious Code, including material that violates privacy rights;

  3. sell, resell, license, sublicense, distribute, make available, rent or lease any service, or include any service in a service bureau or outsourcing offering

  4. act as re-seller of the service,

  5. attempt to gain access to the service or its related systems or networks in a manner not set forth in the Documentation;

  6. interfere with or disrupt the integrity or performance of the service in whole or in part or third-party data contained therein;

  7. attempt to gain unauthorised access to the service in whole or in part or its related systems or networks;

  8. permit direct or indirect access to or use of the service in whole or in part in a way that circumvents a contractual usage limit, or use the service to access or use any of PlanetRent's intellectual property except as permitted under this agreement, an order form, or the Documentation;

  9. copy the service or any part, feature, function or user interface thereof;

  10. frame or mirror any part of the service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation;

  11. access the service in whole or in part in order to build a competitive product or service or to benchmark with a product or service not developed or provided by PlanetRent, or

  12. (xii) reverse engineer the service in whole or in part (to the extent such restriction is permitted by Law).

1.6

Customers or an authorised parties' intentional violation of this section, or any use of the service in breach of this agreement, Documentation or order forms, that in PlanetRent's judgment imminently threatens the security, integrity or availability of the service or any other products and/or services connected to PlanetRent, may result in PlanetRents immediate suspension of the service.

1.7

When using the service, the Customer shall designate a maximum number of four named contacts to request and receive support services from PlanetRent (" Named Support Contacts "). Named support contacts must be trained on the PlanetRent product(s) for which they initiate support requests.

1.8

The Customer shall be liable for the acts and omissions of all authorised parties and its Affiliates relating to this agreement.

1.9

Ownership and reservation of rights to PlanetRent intellectual property  

PlanetRent and its licensors own all right, title and interest in and to the service and Documentation (and any intellectual property rights therein), and other PlanetRent intellectual property rights. Subject to the limited rights expressly granted hereunder, PlanetRent reserves all rights, title and interest in and to the service, and Documentation, including all related intellectual property rights. No intellectual property rights are granted to Customer hereunder other than as expressly set forth herein.

1.10

Grant of rights

PlanetRent hereby grants the Customer a non-exclusive, non-transferable right and license to use the service and Documentation, solely for the internal business purposes of Customer and Affiliates and solely during the term, subject to this agreement and within the scope of rights specified by the relevant order form.

1.11

Restrictions  

As the Customer you agree that you will not:

  1. modify, copy, download or create any derivative works based on the service or Documentation;

  2. license, sublicense (other than to its Affiliates and authorised parties for the purposes of this agreement), sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the service or Documentation available to any Third Party, other than to authorised parties as permitted herein;

  3. reverse engineer or decompile any portion of the service or Documentation, including but not limited to any software utilized by PlanetRent in the provision of the service and Documentation, except to the extent required by Law;

  4. access the service or Documentation in order to build any commercially available product or service; or

  5. copy any features, functions, integrations, interfaces or graphics of the service or Documentation.

Schedule 2 - Fees and Subscriptions

2.1

The subscription packages and price of any pay as you go services will be as quoted on the website at the time an order is confirmed by clicking the "pay now" button, subject only to any inadvertent technical error for which we will not be liable.

If you subsequently amend your order or add additional services, the prices charged for services in any new or amended order will be at the prevailing price at the time such amended order is confirmed.

2.2

We reserve the right to run time limited promotions and special offers and where an order for a promotional offer is not completed before such promotion or special offer ends it is hereby agreed that we have no obligation to honour an expired promotion.

2.3

Taxes and VAT

All fees quoted do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively,  Taxes ).

2.4

Where PlanetRent has the legal obligation to pay or collect taxes for which you as Customer are responsible, PlanetRent will invoice and you will pay the gross amount due unless you are able to provide us with a valid tax exemption certificate authorised by the appropriate taxing authority.

For clarity, PlanetRent is solely responsible for taxes assessable against it based on its income, property and employees

2.5

Method of paying for services .

Fees and subscriptions due to PlanetRent shall be paid by credit card or direct debit.

2.6

Pre-authorization

Authority for payment will be requested from your card issuer between the time of your order being placed and when you are connected to the services by 'reserving' against your card. The amount reserved will be either:

  • the estimated amount of your order, and

  • that amount is not spent by you until we 'debit' your card with the price of the services you access.

The latter happens prior to our delivery of services to you.

2.7

We reserve the right to cancel your access to the services and or any part of a pay as you go order if your card payment is refused or we reasonably believe that payment will be refused at any stage.

2.8

Failed payments .

You agree to compensate us in full against all reasonable costs expenses and outgoings incurred by us in obtaining payments from you in the event a failed payment occurs. This may include an administration charge of not less than £25. We may at any time after a failed payment has occurred ask a debt collection agency to collect payment from you.

Schedule 3 - Customer Data

3.1

The parties acknowledge and agree that in relation to the personal data processed for the purposes of providing the services under this agreement, the Customer is the Data Controller and PlanetRent is the Data Processor and the data processing terms set out herein apply.

Where both parties are acting as the Data Controller, they will each be responsible for complying with their respective obligations under applicable data protection legislation when processing personal data. The Data Controller in relation to the personal data being processed, shall obtain and maintain consents relating to marketing required under applicable data protection legislation and in accordance with PlanetRent's privacy policy (which may be amended from time to time), in order to allow PlanetRent and other Third Party service providers to market to the individuals.

3.2

where PlanetRent is acting as a Data Processor on behalf of the Customer:

(a)it will:

(i) process the personal data only for the purpose of providing the services and in accordance with Customers lawful instructions; and

(ii) not divulge the whole or any part of the personal data to any person, except to a subcontractor under the terms set out herein, or to the extent necessary for the proper performance of this agreement or otherwise in accordance with Customers lawful instructions; and

(b)the Customer authorizes PlanetRent to subcontract the processing of personal data under this agreement to a Third Party provided that:

(i) PlanetRent provides the Customer with reasonable prior notice of any such subcontracting;

(ii) PlanetRent puts in place a written agreement with the subcontractor that sets out data protection terms that are substantially the same as those set out in this clause; and

(iii) PlanetRent will remain liable to the Customer for the acts, errors and omissions of any subcontractor it appoints to process the personal data. For the purposes of this agreement, a subcontractor will be an authorised party.

3.3

PlanetRent will have in place and maintain throughout the term of this agreement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other unlawful forms of processing; and will not transfer any personal data outside of the European economic area unless and until it has taken all such measures and done all such things as the Customer considers necessary to ensure an adequate level of protection for the personal data.

3.4

Ownership of Customer Data

As Customer you shall own all right, title and interest in and to all Customer Data, provided that PlanetRent shall be entitled to use Customer Data in the manner permitted in this agreement and the  PlanetRent privacy policy .

3.5

Customer Input

PlanetRent shall own any Customer input, provided that PlanetRent shall have no obligation to make any improvements based on such Customer Input. Customer shall have no obligation to provide Customer Input.

3.6

Aggregated Data use

Subject to this schedule and with the exception of data created by Customer or authorised parties and/or Affiliates in using the service, PlanetRent owns the aggregated and statistical data derived from the operation of the service, including, without limitation, the number of records in the service, the number and types of transactions, configurations, and reports processed in the service and the performance results for the service (the  Aggregated Data ).

Nothing herein shall be construed as prohibiting PlanetRent from utilizing the Aggregated Data for the purposes of operating PlanetRents business, provided that PlanetRents use of aggregated data will not reveal the identity, whether directly or indirectly, of any individual or specific data entered by any individual into the service. In no event shall the aggregated data include any personal data.

Schedule 4 - Confidentiality

4.1

Confidentiality

A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this agreement except with the other party's prior written permission, and only then subject to the disclose agreeing to be bound by binding obligations of confidentiality which shall be no less restrictive than those in this clause 4.

4.2

Protection

Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

4.3

Compelled disclosure

A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

4.4

Remedies

If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

4.5

Exclusions

Confidential Information shall not include any information that:

  1. is, or becomes, generally known to the public without breach of any obligation owed to the other party;

  2. was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party;

  3. was independently developed by a party without breach of any obligation owed to the other party; or

  4. is received from a Third Party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this section.

Schedule 5 - Term & Termination.

5.1

Term

The term of this agreement commences on the effective date and continues until the stated term in all order forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties (the " Term "). Access to the services commence on the date, and are for a period, as set forth in the applicable order form.

5.2

Termination

Either party may terminate this agreement:

  1. upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or

  2. immediately upon written notice in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event the agreement is terminated, all order forms are simultaneously terminated. Upon any termination by Customer pursuant to this section, PlanetRent shall refund Customer any prepaid fees for the affected part of the service that was to be provided after the effective date of termination.

5.3

Effect of termination

Upon any termination of this agreement, Customer shall, as of the date of such termination, immediately cease accessing and otherwise utilizing the service (except as permitted under the section entitled retrieval of Customer Data) and PlanetRent's Confidential Information. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to PlanetRent prior to the effective date of termination and termination for any reason other than for uncured material breach by PlanetRent shall not relieve Customer of the obligation to pay all future amounts due under all order forms.

5.4

Retrieval of Customer Data

Upon request by Customer made within thirty (30) days after any expiration or termination of this agreement, PlanetRent will make all Customer Data available to Customer through the service as a .csv file (or in such other format as is agreed between the parties) on a limited basis, solely for the purpose of Customer retrieving Customer Data, for a period of up to thirty (30) days after such request is received by PlanetRent. After such period for retrieval of Customer Data, within sixty (60) days after Customers written request, PlanetRent will delete the Customer Data by deletion of Customers tenant; provided, however, that PlanetRent will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, and provided further that in all cases PlanetRent will continue to protect the Customer Data in accordance with this agreement. The foregoing deletion obligation will be subject to any retention obligations imposed on PlanetRent by Law. If Customer requires PlanetRents assistance, Customer may acquire PlanetRent professional services at PlanetRents then-current billing rates pursuant to a separately executed statement of work and professional services agreement. Customer will determine the scope of the professional services engaged to extract data from the PlanetRent system and as such may increase or decrease PlanetRents professional services involvement in order to control costs.

5.5

Surviving provisions

The following provisions of this agreement shall not survive and will have no further force or effect following any termination or expiration of this agreement:

  1. provision of the service;

  2. grant of rights; and

  3. processing of any order form(s).

All other provisions of this agreement shall survive any termination or expiration of this agreement.

Schedule 6 - Warranties & Disclaimers

6.1

Warranties

Each party warrants that it has the authority to enter into this agreement and, in connection with its performance of this agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data.

PlanetRent warrants that during the pendency of any order form:

  1. the service shall perform materially in accordance with this agreement and the Documentation; and

  2. the functionality of the service will not be materially decreased when viewed in the aggregate.

6.2

Warranty remedies

As Customer's exclusive remedy and PlanetRent's sole liability for breach of the warranty set forth in this section

(a) PlanetRent shall correct the non-conforming service at no additional charge to Customer, or

(b) in the event PlanetRent is unable to correct such deficiencies after good-faith efforts, PlanetRent shall refund Customer amounts paid that are attributable to the defective part of the service from the date PlanetRent received such notice. To receive warranty remedies, Customer must promptly report deficiencies in writing to PlanetRent, but in any case no later than ten (10) days of the date the deficiency is first identified by Customer.

6.3

Disclaimer

Except as expressly provided in this agreement and to the maximum extent permitted by applicable Law, PlanetRent makes no warranties of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the service and/or related Documentation. PlanetRent does not warrant that the service will be error free or uninterrupted. The limited warranties provided in this agreement are the sole and exclusive warranties provided to Customer in connection with the provision of the service.

6.4

Beta services

From time to time, PlanetRent may make beta services available to Customer at no charge. Customer may choose to try such beta services or not in its sole discretion. Beta services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta services are not included in the definition of the "service" under this agreement, however, all restrictions, PlanetRent reservation of rights and Customer obligations concerning the service, and use of any related applications and content not developed or provided by PlanetRent, shall apply equally to Customers use of beta services. Unless otherwise stated, any beta services trial period will automatically and without formality expire upon the earlier of one (1) year from the trial start date or the date that a version of the beta services becomes generally available without the applicable beta services designation. PlanetRent may discontinue beta services at any time in its sole discretion and may never make them generally available. PlanetRent makes no warranty with respect to any beta services and will have no liability for any harm or damage arising out of or in connection with a beta service.

6.5

Deposit disputes

PlanetRent collects rent and security deposits from tenants on behalf of Clients by card and bank transfer. PlanetRent is not liable for any disputes or claims made against these payments. Each Client is responsible for the gross security deposits and for passing information relating to the deposit to all concerned parties.

Schedule 7 - Mutual indemnification

7.1

Indemnification by PlanetRent

PlanetRent shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable legal fees) in connection with claims, demands, suits, or proceedings (" claims ") made or brought against Customer by a Third Party alleging that the use of the service as contemplated hereunder infringes any intellectual property right; provided, however, that Customer:

(a) promptly gives written notice of the claim to PlanetRent;

(b) gives PlanetRent sole control of the defence and settlement of the claim (provided that PlanetRent may not settle any claim unless it unconditionally releases Customer of all liability); and

(c) provides to PlanetRent, at PlanetRent's cost, all reasonable assistance.

PlanetRent shall not be required to indemnify Customer to the extent the claim is caused by:

  1. modification of the service by Customer, its employees, or authorised parties in conflict with Customers obligations or as a result of any prohibited activity as set forth herein;

  2. use of the service in a manner inconsistent with the Documentation;

  3. use of the service in combination with any other product or service not developed or provided by PlanetRent; or

  4. use of the service in a manner not otherwise contemplated by this agreement.

If Customer is enjoined from using the service or PlanetRent reasonably believes it will be enjoined or a claim of infringement will be made, PlanetRent shall have the right, at its sole option, to obtain for Customer the right to continue use of the service or to replace or modify the service so that it is no longer infringing. If neither of the foregoing options is deemed available to PlanetRent in its sole discretion, then use of the service may be terminated at the option of PlanetRent and PlanetRents sole liability shall be to refund any prepaid fees for the service that were to be provided after the effective date of termination.

7.2

Indemnification by Customer

The Customer shall defend, indemnify and hold PlanetRent, its subsidiaries and Affiliates, and its and their respective owners, employees, officers, directors and agents harmless from any loss, damage or costs (including reasonable legal fees) in connection with claims made or brought against PlanetRent by a Third Party arising from an allegation that the Customer Data infringes the rights of, or has caused harm to a Third Party, or violates any Law, the breach of this agreement or the warranties set forth herein, or the improper act, omission or negligence of Customer provided, however, that PlanetRent:

(a) promptly gives written notice of the claim to Customer;

(b) gives Customer sole control of the defence and settlement of the claim (provided that Customer may not settle any claim unless it unconditionally releases PlanetRent of all liability); and

(c) provides to Customer, at Customer's cost, all reasonable assistance.

Schedule 8 - Limitation of liability

8.1

Limitation of liability

To the maximum extent permitted by Law and except with respect to Customers payment obligations, in no event shall either party's (or PlanetRents Third Party licensors) aggregate liability arising out of or related to this agreement, whether in contract, tort or otherwise, exceed the services fees actually paid by Customer to PlanetRent in consideration for PlanetRents service delivery during the twelve-month (12) month period immediately preceding the facts and circumstances from which the claim arose.

8.2

Exclusion of damages

Except with respect to Customers payment obligations; in no event shall either party have any liability to the other party for any indirect, special, incidental, punitive, or consequential damages, however caused, or for any lost profits whether in contract, tort or otherwise, arising out of, or in any way connected with the service, including but not limited to the use or inability to use the service, any interruption, inaccuracy, error or omission, even if the party from which damages are being sought or such party's licensors or subcontractors have been previously advised of the possibility of such loss or damages.

Schedule 9 - General Provisions

9.1

Relationship of the parties and Third Party rights.

Where PlanetRent provides access to Third Party services such as:

  1. advertising on property portals such as Zoopla and Right Move,

  2. data transfer and deposit registration with the Tenancy Deposit Service,

  3. data transfer and reference checking services with Veri-Check,

the Customer agrees that it is these third parties not PlanetRent that is responsible for any act or omission, failure or negligence in the provision of the Third Party service.

9.2

Prevention of corruption

The Customer agrees that it remains responsible for compliance with any money laundering regulations or responsibilities incumbent upon it in the receipting of any holding deposit, rent performance deposit or rent payments.

9.3

Notices

All notices under this agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to PlanetRent shall be addressed to success@PlanetRent.co. Notices to Customer shall be addressed to the party set forth under the applicable order form. Each party may modify its recipient of notices by providing notice pursuant to this agreement.

9.4

Waiver and cumulative remedies

No failure or delay by either party in exercising any right under this agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at Law or in equity.

9.5

Force majeure

Neither party shall be liable for any failure or delay in performance under this agreement (other than for delay in the payment of money due and payable hereunder ) for causes beyond that partys reasonable control and not caused by that partys fault, or negligence, including, but not limited to, acts of god, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labour problems (other than those involving PlanetRent or Customer employees, respectively), computer attacks or malicious acts, such as attacks on or through the internet, any internet service provider, telecommunications or hosting facility (a  force majeure event ), but in each case, only if and to the extent that the non-performing party is without fault in causing such failure or delay, and the failure or delay could not have been prevented by reasonable precautions and measures and cannot reasonably be circumvented by the non-conforming party through the use of alternate sources, workaround plans, disaster recovery, business continuity measures or other means. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

9.6

Assignment

The  Customer may not assign any of its rights or obligations hereunder, whether by operation of Law or otherwise, without the prior written consent of PlanetRent in its sole discretion. Any attempt by a party to assign its rights or obligations under this agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

9.7

Governing Law and jurisdiction

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed exclusively by, and construed in accordance with, the Laws of England and Wales. The English courts located in London, England have exclusive jurisdiction to determine any dispute arising in connection with this agreement including disputes relating to any non-contractual obligations.

9.8

Export

Each party shall comply with the export Laws and regulations of the United States and other applicable jurisdictions in providing access and using the service. Without limiting the generality of the foregoing, Customer shall not make the service available to any person or entity that:

  1. is located in a country that is subject to any UK Government embargo;

  2. is listed on any UK Government list of prohibited or restricted parties; or

  3. is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.

9.9

Miscellaneous

This agreement, together with all exhibits and addenda hereto and all order forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an order form shall take precedence over provisions of the body of this agreement and over any other exhibit or attachment. This agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

9.10

If any provision of this agreement is held by a court of competent jurisdiction to be contrary to Law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by Law, and the remaining provisions of this agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order Documentation shall be incorporated into or form any part of this agreement, and all such terms or conditions shall be null and void.

9.11

PlanetRent may use Customer's name and logo in lists of Customers, on marketing materials and on its website, but only in such form as may be expressly consented to by Customer in writing from time to time (such consent not to be unreasonably withheld or delayed). PlanetRent shall not publicize its relationship with Customer without Customer's express written consent (such consent not to be unreasonably withheld or delayed).

9.12

This agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this agreement, and further agree that electronic signatures to this agreement shall be legally binding with the same force and effect as manually executed signatures.

9.13

Marketing comment to comply with GDPR

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