DRAFT — for solicitor review; not yet in force.
Property Inspector — Terms of Service
1. Who we are and what these terms cover
1.1 Property Inspector (the Service) is provided by MBGW Limited, a company registered in England and Wales (company number [TBC: company number]; registered office [TBC: registered office address]) (MBGW, we, us).
1.2 These Terms of Service (Terms) govern your subscription to and use of the Service. They apply together with the documents listed in section 2, which form part of the contract between you and MBGW.
1.3 You means the person or organisation that subscribes to the Service through the subscriber portal. If you subscribe on behalf of a business, you confirm that you have authority to bind that business, and "you" means that business.
1.4 Most subscribers are businesses (for example property inspection, maintenance and trades firms). Where you subscribe as an individual consumer, section 14 applies in addition to these Terms and takes precedence over any conflicting term.
2. Documents that form part of the contract
2.1 The following documents are incorporated into these Terms. The current version of each is published at [TBC: public policies URL, e.g. https://www.inspectionsoftwaresolutions.co.uk/policies] and each version is retained there permanently:
- Privacy Notice (code
privacy) - Data Processing Agreement (code
dpa) - Sub-processor List (code
subprocessors) - Acceptable Use Policy (code
aup) - Service Level Agreement (code
sla) - Data Retention and Backup Policy (code
retention) - Cookie Policy (code
cookies) - Security Overview (code
security)
2.2 If there is a conflict, these Terms prevail over the other documents, except that the Data Processing Agreement prevails in relation to the processing of personal data on your behalf.
3. Your account and workspaces
3.1 To use the Service you register a subscriber account on the portal and complete checkout. At checkout we collect the plan you choose, whether you are subscribing as an individual or a business, your company name, company number and VAT number (business subscribers), your billing address, a contact telephone number and a Direct Debit mandate.
3.2 A subscription entitles you to one or more workspaces. Each workspace is a separate, isolated tenant of the Service with its own web office, field-app access and customer portal. You choose a workspace name at creation; the short name (slug) is used in the workspace address and cannot be changed after creation. [TBC: whether a plan limits the number of workspaces or user licences — no limit is enforced at present.]
3.3 You are responsible for everyone who uses the Service under your workspaces (Users), including your office staff, field engineers and any customers you invite to the customer portal. You must ensure that your Users comply with these Terms and the Acceptable Use Policy.
3.4 You must keep your sign-in credentials confidential and tell us promptly at [TBC: support email address] if you believe an account has been compromised.
3.5 You must be at least 18 years old to subscribe.
4. Fees and payment
4.1 Fees are set out on the plan page at checkout and in your subscriber portal. Prices are quoted in pounds sterling and exclude VAT unless stated otherwise. [TBC: whether MBGW is VAT registered and whether prices are shown inclusive or exclusive of VAT.]
4.2 Fees are collected by Direct Debit through our payment provider, GoCardless. [TBC: whether the first payment is taken by instant bank payment at checkout, as planned.] Payments made by Direct Debit are protected by the Direct Debit Guarantee.
4.3 Monthly plans are billed monthly in advance; annual plans are billed annually in advance. Your billing date is the date your subscription was activated.
4.4 We may change our fees on at least 30 days' written notice. A fee change takes effect at your next renewal after the notice period. If you do not accept a fee change you may close your subscription under section 8 before it takes effect.
4.5 If a payment fails or your Direct Debit mandate is cancelled, section 9 applies.
5. Term and renewal
5.1 Your subscription starts when checkout completes and continues until it is closed under section 8 or terminated under section 10.
5.2 Subscriptions renew automatically at the end of each billing period unless you have given notice to close under section 8.
6. Using the Service
6.1 Subject to these Terms and payment of the fees, we grant you a non-exclusive, non-transferable right for your Users to access and use the Service for your internal business purposes during the subscription.
6.2 You may install the Property Inspector mobile app on devices used by your Users. Use of the app is subject to these Terms and to the terms of the app store from which it is obtained.
6.3 We may update the Service from time to time, including by adding, changing or removing features, provided the changes do not materially reduce the core functionality you subscribed for. Maintenance and changes are described in the Service Level Agreement.
6.4 You must not use the Service in breach of the Acceptable Use Policy.
7. Pausing a workspace
7.1 You may pause a workspace at any time from the subscriber portal. Pausing stops the Service for that workspace: Users cannot sign in and the workspace shows a "paused" page. Your account, configuration and all data are kept.
7.2 Pausing does not stop billing. Fees for a paused workspace continue at the full subscription rate. To stop paying, you must close the workspace under section 8.
7.3 You may resume a paused workspace at any time from the subscriber portal with a single action; the Service is restored without any data loss.
7.4 A pause you request is distinct from a suspension by MBGW under section 9 or 10. If MBGW has suspended a workspace, you cannot lift that suspension by resuming it; the reason for the suspension must be resolved first.
8. Closing a workspace or subscription
8.1 You may close a workspace at any time from the subscriber portal by giving 30 days' notice. When you request closure you confirm the workspace name and may record a reason; the closure takes effect 30 days after the request (the effective date), which is shown to you at the time. Closing under this section is the only way for you to end a workspace or your subscription; there is no separate cancellation or immediate-deletion option. (Non-payment is dealt with in section 9 and termination by MBGW in section 10.)
8.2 During the notice period the workspace keeps running and your Users can continue to use it normally.
8.3 Your data is available for export throughout the notice period and up until teardown. You can request a complete export at any time using "Download my data" in the subscriber portal; MBGW produces the export and makes it available to you. The export format, contents and how it is collected are described in the Data Retention and Backup Policy.
8.4 On the effective date we schedule the teardown of the workspace. Teardown produces a final export of your data and then permanently deletes the workspace, as described in the Data Retention and Backup Policy.
8.5 You may cancel a closure request at any time before the effective date from the subscriber portal, in which case the workspace continues as normal and nothing is deleted.
8.6 Billing stops at the end of the notice period. Fees remain payable for the whole of the notice period, including any part of it that falls after your last use of the workspace. No refund is given for any unused part of a billing period that has already been paid, except where section 14 (consumers) or the law requires otherwise. Where your subscription covers more than one workspace, closing one of them does not end the subscription: the subscription and its fees continue for the workspaces that remain open, and billing stops at the end of the notice period for the closure of the last remaining workspace. [TBC: refund position on annual plans closed mid-term; and whether the fee changes when one of several workspaces under a subscription is closed.]
8.7 Your subscriber account itself remains open after all workspaces are closed so that you can retrieve exports and agreements. [TBC: subscriber account deletion process and timing.]
9. Non-payment
9.1 If your Direct Debit mandate is cancelled or a payment fails, we will tell you by email. You then have a 14-day period to set up a new Direct Debit. During this period your workspace continues to run.
9.2 If no new mandate is in place at the end of the 14-day period, your subscription is treated as cancelled for non-payment and enters a 30-day retention period. On entering the retention period (or, at our discretion, earlier when the mandate is first lost) we suspend the workspace: Users cannot sign in and the workspace shows a maintenance page. No data is deleted during the retention period, and you can still sign in to the subscriber portal to make payment.
9.3 If payment is made and a mandate restored during the retention period, we lift the suspension and the subscription returns to active.
9.4 If payment has not been made by the end of the retention period, we tear the workspace down, as described in the Data Retention and Backup Policy, and the subscription ends.
9.5 Fees that fall due before the subscription ends remain payable.
10. Suspension and termination by MBGW
10.1 We may suspend a workspace immediately if: (a) we reasonably believe it is being used in breach of the Acceptable Use Policy or the law; (b) suspension is necessary to protect the security or integrity of the Service or other subscribers; or (c) we are required to do so by a court or regulator. We will tell you the reason and lift the suspension once the issue is resolved.
10.2 We may terminate the contract on written notice if you materially breach these Terms and (where the breach can be remedied) fail to remedy it within 14 days of being asked to.
10.3 We may also close the Service or a plan on at least [TBC: 90] days' written notice, in which case we will refund any fees paid for the period after closure.
10.4 On termination under this section we will make an export of your data available for [TBC: 30] days before teardown, unless the law prevents us from doing so.
11. Your data
11.1 As between you and MBGW, you own all data that you and your Users enter into or upload to your workspaces, including customer, site, inspection, photograph and document data (Customer Data).
11.2 You grant MBGW a licence to host, copy, process, transmit and display Customer Data solely to provide and support the Service and as otherwise permitted by the Data Processing Agreement.
11.3 You are responsible for the accuracy and lawfulness of Customer Data, including having the right to collect and upload it (for example, having informed your own customers and staff about how their personal data is used).
11.4 MBGW processes personal data within Customer Data as your processor under the Data Processing Agreement, and processes your own account data as controller under the Privacy Notice.
12. Intellectual property and confidentiality
12.1 MBGW and its licensors own all rights in the Service, the apps and any templates, documentation and reports layouts we provide. Nothing in these Terms transfers those rights to you.
12.2 Each party must keep the other's confidential information confidential and use it only for the purposes of the contract, except where disclosure is required by law.
12.3 You may give us feedback about the Service; we may use it without obligation to you.
13. Warranties, liability and indemnity
13.1 We will provide the Service with reasonable skill and care and in accordance with the Service Level Agreement. Except as expressly stated, the Service is provided without any other warranty, and we do not warrant that it will be uninterrupted or error-free.
13.2 Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited by law.
13.3 Subject to 13.2, neither party is liable for any indirect or consequential loss, loss of profit, loss of business or loss of data (other than as covered by our obligations in the Data Retention and Backup Policy and the Data Processing Agreement).
13.4 Subject to 13.2, MBGW's total liability arising out of or in connection with the contract in any 12-month period is limited to [TBC: the fees paid by you in that period / a fixed sum].
13.5 You will indemnify MBGW against claims arising from Customer Data or from use of the Service by you or your Users in breach of these Terms.
14. Consumers
14.1 This section applies only if you subscribe as an individual consumer and not for business purposes.
14.2 You have the right to cancel the contract within 14 days of the day it is made, without giving a reason, under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. To cancel, tell us in writing at [TBC: contact email] or use the cancellation form at [TBC: link].
14.3 Because the Service starts immediately at your request, if you cancel within the 14-day period you must pay for the Service supplied up to the time you tell us you are cancelling, in proportion to the full subscription price.
14.4 Nothing in these Terms affects your statutory rights, including under the Consumer Rights Act 2015.
15. Changes to these Terms
15.1 We may update these Terms and the incorporated documents. Each version is numbered and published with its effective date. For changes we consider material (a major version) we will give you at least 30 days' notice by email and ask you to accept the new version in the subscriber portal before continuing to use it. Minor changes (corrections, clarifications) take effect on publication.
15.2 If you do not accept a major version you may close your subscription under section 8 before it takes effect.
15.3 Your acceptance of each version is recorded (version, date, IP address and browser) and shown in the "Agreements" page of the subscriber portal.
16. General
16.1 Notices. We will send notices to the email address on your subscriber account. You may send notices to [TBC: contact email].
16.2 Assignment. You may not transfer the contract without our written consent. We may transfer it to a successor of our business on notice.
16.3 Events beyond control. Neither party is liable for failure caused by events beyond its reasonable control.
16.4 Entire agreement. These Terms and the incorporated documents are the entire agreement between us in relation to the Service.
16.5 Severance. If any provision is found unenforceable, the rest continues in force.
16.6 Governing law and jurisdiction. These Terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction, except that consumers resident in Scotland or Northern Ireland may bring proceedings in their local courts.