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THE PARTNER REFERRAL AND INTEGRATION AGREEMENT
The Partner Referral and Integration Agreement incorporates the following documents by reference:
(i) the Order & Acceptance Form;
ii) these General Terms and Conditions;
iii) the Schedules to the General Terms and Conditions; and
(iv) any Policies and Procedures provided by Homebox from time to time.
The term “Agreement” in these documents refers collectively to all of them. Homebox and the Partner are each a “party” to the Agreement and together are the “parties”.
INTERPRETATION
Background
The parties have agreed to enter into a referral relationship whereby the Partner agrees to refer Qualified Referrals to Homebox in exchange for a Referral Fee, on the terms and conditions of this Agreement.
Definitions:
The following definitions and rules of interpretation apply in this Agreement.
“Account” means the online account created by Homebox in the Platform where the submission of all Qualified Leads is made, whether directly or via API and which the Partner may, if required, have direct access to for the Partner to use;
“API” means Application Programming Interface, a software intermediary that allows two computer applications to talk to each other;
"Authority" means authority from the relevant Landlord which authorises the Partner to enter into and terminate contracts for the supply of gas and/or electricity (as applicable) to the relevant Property on behalf of the Landlord;
“Bill Bundling” means the Homebox service whereby one unified direct debit (from the Customer) is collected for all chosen services including, but not limited to: utility (electricity/gas/water), council tax, television license, broadband, any and all additional television/streaming services and such other services as Homebox may choose to add and the Customer chooses to select. Homebox charge a management fee and disburses payments to the selected Service Providers.
“Billing Better Limited” means a company registered in England and Wales with company registered number 10444812 and company registered address 152-160 Kemp House City Road, London, England, EC1V 2NX;
“Broadband & TV” means the broadband & TV supply service provided by the chosen Service Provider;
"Business Day" means a day on which banks are open for general banking business in England, excluding Saturdays, Sundays and bank holidays;
"Commencement Date” means the date described in the Order & Acceptance Form;
"Confidential Information" means all confidential information which either party, directly or indirectly, discloses to the other party before, on or after the date of this Agreement. This includes;
(a) all confidential or proprietary information relating to:
(i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and
(ii) the operations, processes, product information, know-how, technical information, designs, trade secrets or software of the disclosing party;
(b) any information, findings, data or analysis derived from Confidential Information;
(c) the terms of and/or any transactions contemplated by this Agreement including, but not limited to, the Referral Fee and Policies and Procedures; and,
(d) any other information that is identified as being of a confidential or proprietary nature;“Customer”means anyone referred to Homebox as a Qualified Referral in accordance with this Agreement for the purposes of supplying one or more Services to that customer or their property;
“Customer Data” means the Personal Data (as defined in the Data Protection Legislation) provided by the Partner from the Customer or information of the Customer as requested by Homebox;
“Data Protection Legislation” means
(i) the General Data Protection Regulation ((EU) 2016/679) (“GDPR”) and the Data Protection Act 2018
(ii) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then
(iii) any successor legislation to the GDPR or the Data Protection Act 2018;“Disclosing Party”means the party disclosing Confidential Information to the Receiving Party;
“Energy” means the utility (electricity and / or gas) supply service provided by the chosen Service Provider;
“Homebox Materials” means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of Homebox;
“Improvements” means any development, modification, adaptation or improvement of Homebox Materials or any New Materials made by or on behalf of either party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either party during the Term.
"Intellectual Property" means any copyright, registered or unregistered designs, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
"Intellectual Property Rights" means for the duration of the rights in any part of the world, any industrial or intellectual property rights and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Landlord” means the owner of a property that:
(a) allows a third party to use that property in return for a fee; and,
(b) contracts with the Partner to manage that property on their behalf or provide property management services in relation that property;
“New Materials” means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property) developed, adapted, modified or created by or on behalf of either party or their respective Personnel in connection with this Agreement, but excluding Homebox Materials and Partner Materials.
“Notification” means sending a notification by API, e-mail, post, online form or other means to the relevant Service Provider as to a change of tenancy or occupancy in a property, as notified to Homebox by the Partner when the Partner submits a Qualified Referral or other Customer Data to the Platform in accordance with the Policies and Procedures;
“Opt-in”means the consent of a Customer, including Landlords, to process Customer Data in order for the Customer to receive communications from Homebox, including by phone, SMS, e-mail and / or other digital forms of communication;
“Order & Acceptance Form” means the form, as completed by the Partner and forming part of this Agreement, which contains details of the products and services the Partner wishes Homebox to offer its customers and any applicable Referral Fee;
“Partner” means the party, other than Homebox, named on the Order & Acceptance Form that is a party in this Agreement;
“Partner Materials” means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of the Partner;
“Partner Representative” means the representative listed in the Order & Acceptance Form who has the authority to act on behalf of the Partner in connection with this Agreement;
“Personnel” means, in respect of a party, any of its employees, consultants, suppliers, subcontractors or agents;
“Platform” means the software as a service platform owned by Homebox and licenced to the Partner to facilitate the supply of Services;
“Policies and Procedures” means any policies, procedures, standards, training materials and/or guidance as notified by Homebox to the Partner from time to time to ensure compliance under this Agreement and the efficient use of the Platform and Services;
“Qualified Referral” means a full set of accurate and up to date Customer Data, as specified by the Policies and Procedures, submitted to the Platform by the Partner;
“Ready-to-Invoice” means any Referral Fee that is due to the Partner as a result of Qualified Referrals submitted by the Parter and as summarised by Homebox in the Sales Report;
“Receiving Party” means the party receiving Confidential Information from the Disclosing Party;
“Referral Fee” means the sums payable by Homebox to Partner in accordance with the Order & Acceptance Form, clause 7 and paragraph 5 of Schedule 2 of this Agreement;
“Sale” means the sale of a Service Provider product as a result of the Partner providing a Qualified Referral;
“Sales Report” means the statement made available to the Partner from time to time by Homebox setting out any outstanding Referral Fee payable to them by Homebox;
“Service Provider” means the council, broadband & TV provider, utility provider (electricity/gas/water) chosen by Homebox, and such other service providers as Homebox may choose to add, to supply the relevant Service;
“Services” means, the services as described in Schedule 1 provided by Homebox together with any other services offered from time to time by Homebox;
“Void” means the service provided by Homebox to Partners to switch the incumbent supplier at the end of a tenancy, prior to start of a tenancy or when a property that is available to let is vacant for any period of time, otherwise referred to as a void property energy solution;
“Homebox”means the trading name of Billing Better Limited;
"VAT"means value added tax or any equivalent tax chargeable in the UK.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
A reference to a company shall include any company, corporation or other corporate body, wherever and however incorporated or established.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes email but not fax, unless otherwise specified in this Agreement.
Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms a reference to time is to local time in England a reference to £ or pounds refers to the currency of the UK from time to time.
Any reference to a Schedule is a reference to the schedules of this Agreement. If there is any conflict with the provisions of the Schedule(s) and the rest of this Agreement, the provisions of the Schedule(s) shall have precedence.
COMMENCEMENT AND TERM
This Agreement shall commence on the Commencement Date and shall continue until the Agreement is terminated in accordance with Clause 17. During the Term, the Partner agrees and warrants that:
- it will not enter into the same or similar agreement for the Services with any 3rd party;
- it will not pass on Customer Data to any 3rd party for the purpose of that 3rd party offering the same or similar Services as laid out in this Agreement; and,
- it will take all reasonable steps to make sure that any 3rd party that it shares Customer Data with does not attempt to offer any Service Provider that the Partner has selected be included within this Agreement on the Order & Acceptance Form.
During the Term Homebox may at any time enter into arrangements with any other individual or entity, including in relation to services outlined or envisioned in this Agreement, or any other business activities.Partner acknowledges and agrees that where a director signs the Order & Acceptance Form on behalf of a limited company, or acknowledges receipt of Homebox’s acceptance of the Partners Order & Acceptance Form, the Partner that it is the company that has entered into this Agreement, and any change of control (including change in directors or shareholders) that occurs, will not affect the validity of this Agreement.
SUPPLY OF SERVICES
Subject to the Partner fulfilling its obligations under this Agreement, Homebox shall supply the Services to the Partner as set in Schedule 1. Homebox shall, on giving the Partner reasonable notice, have the right to make changes to the Services or Platform 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 or Platform. Homebox shall, on giving the Partner reasonable notice, have the right to make changes to the Policies and Procedures which are necessary to comply with any applicable law or safety requirement, to reflect changes in the requirements of Service Providers, or to improve the efficiency of the delivery of the Services. For the duration of this Agreement, Homebox grants to the Partner a personal, non-transferrable, non-exclusive non-sub-licensable, terminable licence to use the Platform to the extent needed to provide the Services.
The Partner agrees that the licence granted by this clause 4.4 shall terminate in accordance with the provisions of Clause 17. On the Commencement Date, Homebox, where applicable, shall establish an Account for the Partner to access the Platform and shall:
- provide the Partner with login and technical material to allow the Partner to use the Platform;
- provide reasonable support to the Partner or its nominated agents or service partners to facilitate the use of an intermediary software platform that will link to the Platform via an API; and,
- make the Sales Report available to the Partner periodically.
Any failure of the Partner to comply with clause 6 will release Homebox from any obligations to fulfil the Services as outlined in Schedule 1 of this Agreement. If the Partner has elected to take the Void service from Homebox, as indicated on the Order & Acceptance Form, the provisions of Schedule 2 shall apply in addition to the provisions laid out in the rest of this Agreement.
For the sake of clarity, Schedule 2 shall not apply unless the Partner has selected the Void service on the Order & Acceptance Form. If the Partner submits Customer Data via a third party API:
- Homebox accepts no liability for any failures in the provision of the Services arising from the use of any third party API to transmit the Customer Data; and
- Partner shall take all reasonable steps to ensure that the third party API provider will work with Homebox to implement an effective API link to facilitate the flow of Customer Data to the Platform and allow the fulfilment of obligations of both parties.
- Homebox makes no warranties as to the availability of the Platform or the Services delivered therein.
Homebox may need to suspend or withdraw or restrict the availability of all or any part of the Platform in order to complete scheduled or unscheduled maintenance and as may otherwise be required by Homebox for legal, business and/or operational reasons. Where appropriate, Homebox will try to give the Partner reasonable notice of any suspension or withdrawal and where any suspension or withdrawal of the Platform would continue for an extended period, Homebox will use reasonable endeavours to make available an alternative facility or solution which allows both parties to perform their obligations as set out in this Agreement during any such period of suspension or withdrawal.
THIRD PARTY PROVIDERS
The Partner acknowledges that the Services enable or assist the Partner and Customers to access the website content of, correspond with, and purchase products and services from third parties and that they do so solely at their own risk. Homebox makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the contract or use of, or correspondence with, any third-party, or any transactions completed, and any contract entered into by the Partner and/or the Customer, with any such third party. Any contract entered into and transaction completed via the Platform or any third-party website is between the Partner and/or the Customer (as the case may be) and the relevant third party, and not Homebox. Homebox recommends that the Partner refers the Customer to any third-party party’s website terms and conditions and privacy policy prior to using any third-party website. Homebox does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
OBLIGATIONS OF PARTNER
During the Term the Partner will:
at all material times act in good faith towards Homeboxmake reasonable attempts to gather an Opt-in from each Customer; provide marketing collateral, as supplied by Homebox, to Customers at the earliest reasonable opportunity; inform each respective Customer that Homebox is the Partner’s service partner and, prior to Homebox receiving any information on the Customer and subject to the Opt-in received by the Partner, inform the Customer that Homebox will be contacting them by phone, SMS and/or email to discuss their Service Provider requirements; provide such assistance, information or materials as Homebox may reasonably require of the Partner to perform its obligations under this Agreement; follow all Policies and Procedures provided by Homebox from time to time; and Following receipt of each Sales Report, promptly issue Homebox with a valid tax invoice requesting payment of the Referral Fee as set out in the Sales Report Where the Partner has requested the Notifications Service as indicated in the Order & Acceptance Form, the Partner will: make reasonable endeavours to submit the Customer Data to the Platform in relation to the council for the respective Customer or landlord as may be applicable no later than fourteen (14) days before the moving in date or change of tenancy,; supply an accurate Meter Reading for the relevant property within seven (7) days of any change of tenancy, together with details of all relevant utility suppliers; submit all billing queries to Homebox within twenty-eight (28) days of the date of issue of the relevant bill or invoice;The Partner warrants that:where a record of an Opt-in is entered into the Platform in relation to a Customer, it has received an Opt-in from that Customer to be contacted by Homebox via phone, SMS and/or email for the purposes of Homebox supplying the Services; the Customer Data entered into the Platform is accurate and current at all times during the process; andit has permission from the relevant landlord to share the Customer Data required for Homebox to be able to fulfil its obligations under this Agreement.For the duration of the Agreement, and subject to clause 3.2, the Partner will inform Homebox if it enters (or intends to enter) into any agreements with any other service providers which are the same or similar to those envisioned under this Agreement.If the Partner becomes aware of any actual or potential conflict of interest between this Agreement and any other work being envisioned or undertaken, the Partner agrees to inform Homebox in writing and take reasonable steps to resolve the conflict.
FEES, COMMISSION & PAYMENT
The Partner shall receive Referral Fee subject to this Clause 7 and in accordance with the Order & Acceptance Form and the relevant Schedule, as applicable. Referral Fee shall be payable: for Sales based on Qualified Referrals; only against Qualified Referrals where Homebox has received payment for the Sale;only where the Qualified Referral has passed a 14-day cooling off period with Homebox after signing up to the Services; only where the Referral Fee earned at the date of Referral Fee claim exceeds the value of any monies owed to Homebox as of the same date;only where Homebox has first received payment from the relevant Service Provider in relation to the Customer for which Referral Fee applies; and,only upon receipt of a valid invoice from the Partner. Referral Fee shall not be payable where: the Partner is in breach of this Agreement; the Qualified Referral: relates to an existing customer of Homebox; or has a contractual relationship with Homebox; oris in negotiations with Homebox in relation to the Services; in any case, the obligations of Clause 6 have not been met by the Partner; andThe following will apply to any Referral Fee and can be applied retrospectively if the case warrants:If a third party makes a claim for a referral fee (or part thereof) in respect of a Qualified Referral, then Homebox may, at it’s own discretion, acting reasonably, apportion the Referral Fee under this Agreement among the claimants at it’s sole discretion. Homebox will make reasonable efforts to consult with all relevant parties regarding any apportionment, but any decision made regarding the apportionment is final;If a Customer receives a refund for any Services, the Partner will not be entitled to any Referral Fees in relation to the month in which the Services were performed which are the subject of the refund. If a Referral Fee has already been paid to the Partner in relation to a refund of any Services, then Homebox will deduct the relevant Referral Fee from the Referral Fees due to the Partner in the subsequent month, or if this is not possible, issue an invoice to the Partner to settle any outstanding payments owing by the Partner to Homebox.The Partner may issue an invoice for any Ready-to-Invoice Referral Fee showing in their Sales Report as due.All amounts payable to the Partner under this Agreement are inclusive of amounts in respect of value added tax chargeable from time to time (VAT), unless otherwise stated.Homebox shall pay any undisputed invoice within thirty (30) days from date of invoice.The Partner agrees that Homebox may set-off or deduct from any monies payable to the Partner under this Agreement, any amounts which are payable to Homebox by the Partner (whether under this Agreement or otherwise).
LIMITATION OF LIABILITY
Nothing in this Agreement shall limit or exclude either party’s liability for:death or personal injury caused by its negligence;fraud or fraudulent representation; and,any other liability which cannot be limited or excluded by law.Nothing in this clause 8 shall limit or exclude either party’s liability arising under or in connection with clause 12 or paragraph 4.2 of Schedule 2.Subject to clauses 8.1 and 8.2, neither party shall in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;any loss or corruption (whether direct or indirect) of data or information;loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or,any loss or liability (whether direct or indirect) under or in relation to any other contract.Despite anything to the contrary, to the maximum extent permitted by law, a party’s liability for any liability under this Agreement will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party (or any of its Personnel), including any failure by that other party to mitigate its loss.Subject to clauses 8.1, 8.2, and 8.3. each party’s liability under this Agreement shall be limited in total and in aggregate to the greater of ten thousand pounds sterling (£10,000) or the total Referral Fee paid in the twelve (12) months preceding the date of the claim (the “Liability Cap”). Where that portion of legal costs exceeds the Liability Cap borne by either party in enforcing the terms of this Agreement or any other agreement between the parties such excess legal costs shall not be subject to the Liability Cap.
USE OF BRANDS AND TRADEMARKS
The Partner grants to Homebox the non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence right to utilise the Partner Materials for the purposes reasonably contemplated by this Agreement and for Homebox to derive the benefits of Partners performance of their obligations under this Agreement, and to promote the relationship between the parties.Homebox grants the Partner a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Hombox Materials that are provided to the Partner, and the New Materials and Improvements, solely for the purposes for which they were developed and solely for the Partners performance of their obligations under this Agreement, as contemplated by this Agreement.If the Partner or any Partner Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, Partner agrees to (and agrees to ensure that Partner Personnel) waive those Moral Rights and waive all rights to object to derogatory treatment of such material.The Partner warrants that it has the authority to grant to Homebox the right to use the Partner Materials, and that it has followed all its internal procedures to authorise this use.
CONFIDENTIALITY
Each Receiving Party undertakes:that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any Confidential Information of the Disclosing Party, except as permitted by clause 10.2;to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; andto only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.The Receiving Party may disclose the Disclosing Party's Confidential Information:to its employees, officers, representatives or advisers who need to know such information for the purposes of benefiting from the party’s rights and carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's Confidential Information comply with this clause 10; andas may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.Neither party shall use the other party's Confidential Information for any purpose other than to benefit from its rights and perform its obligations under this Agreement.Information is not Confidential Information if:it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed in breach of this agreement (except that any compilation of otherwise public information in a form not publicly known shall still be treated as Confidential Information);it was available on a non-confidential basis prior to disclosure;it was lawfully in the possession of the information before the information was disclosed; or,it was disclosed prior to these terms coming into effect. All documents and other records (in whatever form) containing Confidential Information, supplied to or acquired by the Receiving Party shall be destroyed or returned promptly (no later than 30 days) to the Disclosing Party on termination of this Agreement, as directed by the Disclosing Party, and no copies shall be kept except that the Receiving Party may retain copies of the Confidential Information to the extent required for regulatory compliance reasons, bona fide internal retention policies and electronic back-ups.The Partner acknowledge and agree that monetary damages may not be an adequate remedy for a breach of clause 10.1. Homebox are entitled to seek an injunction, or any other remedy available at law or in equity, at it’s discretion, to protect itself from a breach (or continuing breach) of clause 10.1.
INTELLECTUAL PROPERTY
All Intellectual Property Rights in or arising out of or in connection with the Services or the Platform (with the exception of materials provided solely by the Partner) shall be owned by Homebox absolutely. In the event that any modifications, alterations or improvements are made to the Services and/or Platform the Partner undertakes to assign the same to Homebox (without cost) absolutely upon demand.All materials supplied by Homebox shall remain the exclusive property of Homebox.As between the parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in Homebox upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in Homebox, the Partner agrees to do all things necessary or desirable to assure Homebox’s title to such rights.The Partner agrees to indemnify and keep indemnified Homebox against any liabilities, losses, damages, claims, costs or expenses that are incurred or suffered by Homebox as a result of any breach of any infringement by Partner of Homebox’s Intellectual Property Rights.Any breach of this clause 11 shall be deemed a material breach of this Agreement
DATA PROTECTION
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 12 is in addition to, and does not relieve, remove or replace a party’s obligations under the Data Protection Legislation.The parties acknowledge that for the purposes of the Data Protection Legislation the Partner is the data controller, Homebox is the data processor, and the Customer is the data subject(where Data Controller, Data Processor and Data Subject have the meanings as defined in the Data Protection Legislation). Schedule 3 sets out the scope, nature and purpose of processing by Homebox, the duration of the processing and the types of Personal Data (as defined in the Data Protection Legislation). Without prejudice to the generality of clause 12.1, the Partner warrants that:it has the necessary appropriate consents and notices in place to enable lawful transfer of the Customer’s Personal Data to Homebox for the duration and purposes of this Agreement; where a record of an Opt-in is entered into the Platform in relation to a Customer, the Personal Data provided has been Opted-in by the Customer; andall Opt-in processes carried out by the Partner have been carried out in line with and adhere to the Data Protection Legislation. Without prejudice to the generality of clause 12.1, Homebox shall, in relation to any Personal Data processed in connection with the performance of its obligations under this Agreement: only process the Personal Data in accordance with the terms of this Agreement or any further documented instructions from the Partner and solely in relation to the performance thereof save where Homebox is required to do so by law, in which case Homebox shall inform the Partner of that legal requirement before processing, unless that law prohibits Homebox from doing so;ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Partner, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it); ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; andnot transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained from the Partner and the following conditions are fulfilled:the Partner, Customer and/or Homebox has provided appropriate safeguards in relation to the transfer; the Customer has enforceable rights and effective legal remedies; Homebox complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and Homebox complies with reasonable instructions notified to it in advance by the Partner with respect to the processing of the Personal Data of the Customer; assist the Partner, at the Partner’s cost, in responding to any request from the Customer and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; notify the Partner within seventy-two (72) hours on becoming aware of a Personal Data breach; at the written direction of the Partner or the Customer delete or return Personal Data and copies thereof to the Customer on termination of this Agreement unless required by Applicable Data Processing Law to store the Personal Data; and,maintain complete and accurate records and information to demonstrate its compliance with this clause 12. The Partner must notify Homebox within seventy-two (72) hours of becoming aware of a Personal Data breach. The parties may (by the written consent of both parties) revise this clause 12 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification schemeAny breach of this clause 12 shall be deemed a material breach of this Agreement
ANTI-BRIBERY
The Partner agrees, during the Term, to:comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including the Bribery Act 2010 (the “Relevant Requirements”); not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; establish, maintain and enforce your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 9.3(b); andnotify Homebox (in writing) should the Partner become aware of any breach of this clause 13 or has reason to believe that they have received a request or demand for any undue financial or other advantage in connection with the performance of this agreement. Any breach of this clause 13 shall be deemed a material breach of this Agreement. For the purpose of this clause 13, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.
WARRANTIES AND REPRESENTATIONS
Each party represents, warrants and agrees that:it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;if applicable, it holds a valid company number which has been advised to the other party; andif applicable, it is registered for VAT purposes. The Partner represents, warrants and agrees that: they have not relied upon any warranty, representation, statement or documentation made or provided by or on behalf of Homebox, except as expressly provided in this Agreement;the execution and performance by the Partner of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to the Partner or any instrument binding on the Partner;they are not aware of any conflict of interest between this Agreement and any other work they have been offered or are undertaking and the Partner agrees not to engage in other work if it conflicts with their obligations under this Agreement;they will conduct business in a manner that reflects favourably on Homebox and its Services;they will make no false or misleading representations with respect to Homebox and its Services; they will have no right to enter into any contracts, instruments or commitments in the name of, or on behalf of, Homebox or to bind Homebox in any respect whatsoever;they will comply with any relevant laws, including any laws requiring them to disclose any Referral Fee that they may obtain from Homebox, to the Qualified Referral or any potential Qualified Referral;except as required by law or as expressly set out in this Agreement, they will not give or make any undertakings, guarantees or warranties to any person (including any potential Customers) with respect to Homebox and its Services without Homebox’s prior written consent;in marketing the Services and seeking Qualified Referrals, they will act with due care and skill and not engage in any unfair, deceptive or unethical business practice;they will not do anything that may adversely affect Homebox’s goodwill, brand or reputation (or that of the Services); andthey will comply with any reasonable directions given to them by Homebox from time to time.
RESTRAINT
The Partner (whether inadvertently, directly or indirectly), agrees not to, during the Term and for a period of six (6) months after Termination, howsoever arising, (collectively, the “Restraint Period”):provide goods or services the same or similar to the Services to any Homebox clients, other than as permitted under this Agreement; orinduce or solicit any Homebox Personnel (who were Homebox Personnel during the Restraint Period), to leave their employment, agency or contractual arrangement with Homebox.The Partner agrees that, in consideration of this Agreement:the terms of this clause 15 are reasonable given the nature of Homebox’s business, are necessary to protect Homebox’s legitimate business interests and do not unreasonably restrict the Partner’s right to carry on their profession or trade;Homebox may seek legal remedies (including equitable remedies) for a breach of this clause 15; and on request, the Partner agrees to provide Homebox with evidence sufficient to enable Homebox to confirm the Partner’s compliance with this clause 15.
ASSIGNMENT
This Agreement is personal to the Partner and the Partner shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of Homebox.Homebox may at any time assign, novate, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement, provided that Homebox gives prior written notice of such dealing to the Partner.
TERMINATION
Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect similar to that expected from clauses 14(a) to 14(h) (inclusive); orthe other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;If an Event of Force Majeure notified pursuant to Clause 26.2 continues to prevent, hinder or delay the affected party’s performance of its obligations for a continuous period of more than four weeks, the party not so affected may terminate the Agreement.Either party may terminate this Agreement for convenience on giving 3 months calendar notice in writing to the other party.
EFFECT OF TERMINATION
Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.If this contract is terminated pursuant to clause 17, each provision of this contract which is not fully performed at the date of termination (but which remains capable of performance) shall remain in full force and effect despite such termination.Upon termination of this Agreement:(a) the licence granted to Partner pursuant to clause 4.4 shall immediately terminate;(b) any outstanding costs incurred by Homebox in its work for Partner under this Agreement shall be deducted from any outstanding Referral Fee due to Partner;(c) subject to clause 7 and the Order & Acceptance Form, any Ready-to-Invoice Referral Fee due to the Partner will be payable upon receipt of a valid invoice; and,(d) any Referral Fee relating to pending Sales which are yet to be paid by the Service Provider shall be retained by Homebox.Clauses 8 through 15 inclusive and 17, 18 and 27 will survive termination and remain in force.NOTICE Any notices served by either party may be delivered by hand or sent by first class, pre-paid, recorded delivery post marked for the attention of Partner to the address of the registered office or for the attention of Homebox to the address of the registered office.All notices under this Agreement will be deemed duly served:in the case of a notice delivered by hand, at the time of delivery;in the case of a notice sent inland by first class, pre-paid, recorded delivery, two clear Business Days after the date of dispatch;in the case of a notice sent overseas by recorded delivery airmail, seven Business Days (being Business Days in the place to which the notice is dispatched) after the date of dispatch.Notice is not validly served if sent by e-mail.
NO PARTNERSHIP OR AGENCY
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party, the Partner of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.Each party confirms it is acting on its own behalf and not for the benefit of any other person.
VARIATION AND MODIFICATION
Homebox may modify any of the terms and conditions contained in this Agreement, including the Referral Fee, at any time and at its sole discretion, by notifying the Partner in writing or by e-mail or by notification via the Platform. Any such amendments will be deemed to come into force 30 days after such notification.In the event of a change of statute or subordinate legislation which impacts upon the performance of the Services, Homebox shall in accordance with clause 21.1 notify the Partner of any changes to the Services provision, the Fees or KPIs. The Partner shall bear the costs of changes necessary to comply with the revised statute or subordinate legislation and the provisions of clause 21.3 shall not apply.Upon receipt of any notification issued by Homebox under the provision of clause 21.1 the Partner may give notice to terminate to Homebox, with such termination coming into effect on the same date as the updated terms and conditions of this Agreement, subject to such right to terminate expiring on the date that the updated terms and conditions of this Agreement come into effect.
WAIVER
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
SEVERANCE
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 20 shall not affect the validity and enforceability of the rest of this Agreement.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties, to the exclusion of any other terms that Partner may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Partner acknowledges that it has not relied on any statement, promise or representation made or given by on or behalf of Homebox which is not set out in this Agreement, Order & Acceptance Form or Schedules.
THIRD PARTY RIGHTS
No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
FORCE MAJEURE
No party shall be liable or deemed to be in breach of its obligations hereunder by reason of any delay in performing, or failure to perform, if the delay or failure was due to any cause being unforeseeable and beyond its reasonable control, including without limitation, act of God, explosion, flood, tempest, fire or accident; war or threat of war, national emergency, epidemic or pandemic, acts of terrorism, sabotage, insurrection or civil disturbance; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary, regional or local authority; strikes, lock-out or other industrial actions or trade disputes (whether involving employees of the Parties or of a third party); unavailability or shortages of goods, materials, fuel, parts, machinery, or transportation; power failure or breakdown in machinery; or default of third party suppliers or subcontractors (each an “Event of Force Majeure”).Each party agrees to give notice to the other upon becoming aware of an Event of Force Majeure. The notice shall contain details of the Event of Force Majeure circumstances. If an Event of Force Majeure continues for more than four weeks, the party not in default may terminate the Agreement.Neither party will be liable to the other if the Agreement is terminated due to an Event of Force Majeure.
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 by and construed in accordance with the law of England and Wales.Each party irrevocably agrees 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 or its subject matter or formation (including non-contractual disputes or claims).SCHEDULE 1ServicesServices to be provided by Homebox to Partner under this Agreement:
Part 1 - Notifications
Subject to the Partner selecting Notifications in the Order & Acceptance Form, Homebox shall:on behalf of Partner attempt to make the Notifications;Homebox makes no warranty in regards to any Service Provider acting upon Notifications sent by Homebox and accepts no liability for any costs incurred by the Partner due to any act or omission by a Service Provider with regard to Notifications sent by Homebox.
Part 2 – PROVISION OF SERVICE PROVIDER
Homebox will attempt to contact the Qualified Referrals submitted by the Partner to offer them a suitable Service Provider for the Services selected in the Order & Acceptance Form.SCHEDULE 2
Provision of Void
The Platform allows those Partners who have selected to take the Void service to initiate a change in the supplier of gas and/or electricity to Properties owned by the Landlords they represent.
APPLICABILITY
This Schedule 2 shall only come into effect if the Partner has selected to receive the Void service from Homebox, as indicated by the Services chosen by the Partner in the Order & Acceptance Form.If there is any conflict with the provisions of this Schedule 2 and the rest of the Agreement, the provisions of this Schedule 2 shall have precedence. Unless otherwise stated, references to paragraphs and sub-paragraphs are references to paragraphs and sub-paragraphs in this schedule 2.
INTERPRETATION
The following definitions and rules of interpretation apply in this schedule:"Active Void Property"means any Property whose details are entered into the Platform by the Partner to which the Partner wishes the Void service to be applied and in respect of which, at the relevant time, the relevant Partner holds current, valid Confirmation of Authority from the relevant Landlord;“Approved Energy Supplier”means the Energy provider as designated by Homebox to exclusively supply Energy as part of the Void service;"Approved Marketing Materials"means the marketing materials that will be provided by Homebox to the Partner in connection with the performance of this Agreement and the Void service, as may be updated from time to time by Homebox;“Approved Authority Form”means a document, in the form as supplied/agreed by Homebox, signed by the relevant Landlord which authorises the Partner to switch energy suppliers to the Property on behalf of the Landlord (at the Partner's discretion) and to provide the Landlord's details to any energy supplier;"Confirmation of Authority"means evidence that the Partner has permission and the right, in respect of the relevant Landlord and property, to initiate a Void Request, which evidence must comply with one of the following requirements:(a) valid authority clause in the signed Partner Agreement with the relevant Landlord in the form consistent with the Void Landlord Terms;(b) Valid Authority Form - A signed copy of the Approved Authority Form;(c) Any other evidence as advised by Homebox as being an acceptable Confirmation of Authority;"Change of Tenancy Notification"means the notification or update that is to be made by a Partner (acting on behalf of a Landlord) using the Platform when the Partner becomes aware that:(a) a tenant will be moving out of an Active Void Property; or(b) a tenant will be moving in to an Active Void Property;where such notification or update is conducted in accordance with the published guidelines as may be updated from time to time by Homebox and which will include an accurate date of the incumbent tenant’s date of departure (the “Intention to Move Out”);"Energy For Landlords Tariff"means the Approved Energy Suppliers specific tariff for vacant rental properties (as may be amended by the Approved Energy Supplier from time to time), and for which details are available from Homebox on request;“Void Live”means the successful switch to an energy supply by the Approved Energy Supplier to an Active Void Property resulting from a Void Request submitted by the Partner;“Void Referral Fee”means that Referral Fee due to the Partner regarding Active Void Properties that are successfully transferred to Void Live;“Void Request”means a request by the Partner to initiate an energy switch to the Approved Energy Supplier in accordance with this Schedule 3.“Void Landlord Termsmeans the terms as written in Part B of Annex A to this Schedule 2.“Void Tenancy Termsmeans the terms as written in Part A of Annex A to this Schedule 2.
PROVISION OF VOID SERVICE
Any acceptance by Homebox or the Approved Energy Supplier of a request by the Partner to designate a property as an Active Void Property is dependent upon the Partner conforming to its obligations as laid out in paragraph 4 of this Schedule 2. Irrespective of a Partners ability to conform to its obligations as laid out in paragraph 4 of this Schedule 2, neither Homebox or the Approved Energy Supplier shall be required to accept any application by the Partner for a property to be designated as an Active Void Property.If Homebox and the Approved Energy Supplier accept any request by the Partner to designate a property as an Active Void Property, the supply that is provided by the Approved Energy Supplier to the relevant Property during the period that the Property is vacant will be provided on the basis of the Energy For Landlords Tariff, providing that the relevant Landlord and/or Property meets the then-current eligibility criteria for the Energy for Landlords tariff. If the then-current eligibility criteria for the Energy for Landlords tariff are not met, the standard variable rate of the Approved Energy Supplier shall apply.The parties acknowledge that where the Partner is identified as the person to which the gas and/or electricity bills for a property are to be sent, the Partner will be responsible for paying all bills for and on behalf of the relevant Landlord, and the Approved Energy Supplier may take action against the Partner in connection with any late payment or non-payment of any bills, provided that this will not prevent the Approved Energy Supplier from taking action against the relevant Landlord in connection with any late payment or non-payment of any bills.In the event that the Partner fails to comply with any of its obligations under paragraph 4.1 of this Schedule 2, Homebox may, at its discretion:suspend the Partner’s access to the Void service;conduct such audits and checks on the Partners record keeping and procedures as Homebox deems necessary to establish the underlying causes of such failures on the part of the Partner; and,require, acting reasonably, that the Partner put in place and comply with a remedial action plan (such plan to be approved by Homebox) to rectify the underlying failures identified as a result of the audits and checks referenced in paragraph 3.5.2 of this Schedule 2.Any failure by the Partner, upon given reasonable notice by Homebox, to provide access to relevant staff, records or premises for the purposes of allowing Homebox to carry out the audits and checks referenced in paragraph 3.5.2 of this Schedule 2, or to co-operate with any reasonable request of Homebox with regards to paragraph 3.5.2 of this Schedule 2, will result in the immediate withdrawal of the Void service from the Partner and cessation of all payments in relation to Active Void Properties.Any failure by the Partner to accept or follow any remedial action plan established under paragraph 3.5.3 of this Schedule 2, will result in the immediate withdrawal of the Void service from the Partner and cessation of all payments in relation to Active Void Properties.Homebox makes no warranty as to the success rate for implementation of the Void service and accepts no liability for any costs or loss of Referral Fee arising from any failure of any Void Request going Void Live, irrespective of the cause or causes of any failure to complete.
OBLIGATIONS OF THE PARTNER
With respect to each property that the Partner wishes to designate as an Active Void Property in the Platform, the Partner shall:provide such supporting information and documentation as requested from Homebox to allow for the successful implementation of the Void service;warrant that it has a valid Confirmation of Authority for the relevant property and present such Authority to Homebox immediately on demand;retain written evidence of their Confirmation of Authority throughout the period that the relevant property is registered on the Platform as an Active Void Property and for a period of no less than two years after the date that the relevant property ceases to be registered on the Platform as an Active Void Property;will, following a change of tenancy (or upon request from Homebox), supply an accurate meter reading for the relevant property within seven (7) days of such change of tenancy (or receipt such a request);submit all Change of Tenancy Notifications not less than 5 (five) days prior to the Active Void property becoming vacant;make no false or misleading statements to the relevant Landlord or Customer regarding the energy tariff, service, products or terms and conditions of Homebox and / or the Approved Energy Supplier;ensure that the Void Tenancy Terms are included within the relevant tenancy agreement or pre-tenancy terms.where applicable, retain a copy of any fair processing notices provided to any tenant of an Active Void Property throughout the period that the relevant tenant remains a tenant at the relevant Active Void Property and for a period of no less than two years after the date that the tenant ceases to be a tenant at the relevant Active Void Property, and present such fair processing notice to Homebox within 2 Business Days of a request to do so;issue the Approved Marketing Materials to each incoming tenant to an Active Void Property;not use the Approved Marketing Materials for any purpose other than that described in paragraph 4.1.9 of this Schedule 2 or permit any party, other than the intended tenant, to view or have access to the Approved Marketing Materials;follow all Policies and Procedures in relation to the Void service provided by Homebox and as may be updated from time to time.immediately update the Platform in the event that:the property has been sold by a Landlord; or,the Partner's Confirmation of Authority to act on behalf of any Landlord in respect of that Property is withdrawn, terminated, expires or ceases to be valid for any reason;except as outlined in paragraph 4.1.14 of this Schedule 2, make no application for another energy supplier to become the registered supplier of energy to any Active Void Property at any time, whether the relevant property is occupied or vacant; be permitted to make a supply application to, or continue to receive a service from, another energy supplier where Homebox has advised the Partner and/or the relevant Landlord that the Approved Energy Supplier is unable to supply energy to the relevant Active Void Property; and,immediately and proactively notify Homebox of any issues that may prevent the Partner from complying with any of its obligations under this Agreement.
REFERRAL FEE FOR VOID SERVICE
The Partner shall receive Void Referral Fee subject to this paragraph 5 and in accordance with the Order & Acceptance Form.Void Referral Fee shall be due to the Partner only if the following (the “Void Referral Fee Rules”) apply:the Partner has supplied a valid and accurate date of the Intention to Move out which the Partner will ensure is submitted at least five (5) Business Days in advance of such Intention to Move Out date; the Partner is in full compliance with all of its obligations under paragraph 4.1 of this Schedule 2;the Active Void property has gone Void live as a result of the Partner designating the property as an Active Void Property in the Platform and submitting a Qualified Referral. For the avoidance of doubt, if any Customer Data is uploaded to the Platform (whether via API or directly by the Partner) after the start of the occupancy, or if such Customer Data is not transmitted to the Platform before the start of the occupancy, no Referral Fee on a Void Live property relevant to that Customer or Active Void Property shall be payable at any time;Void Referral Fee shall only be paid upon receipt of an invoice from the Partner;The Partner may issue an invoice for any Ready-to-Invoice Referral Fee showing in their Sales Report as due;Void Referral Fee for which the Partner has not invoiced will be forfeit by the Partner if it remains un-invoiced for a period of 18 months and any invoice received by Homebox in regards to the Referral Fee which has been outstanding for 18 months or more will not be paid.Void Referral Fee shall only be paid where Homebox has first received payment from the Approved Energy Supplier in relation to the Customer for which the Referral Fee applies; Void Referral Fee shall be net of VAT where applicable and duly invoiced. Homebox shall pay any undisputed invoice within 30 days from date of invoice; and,Void Referral Fee shall be available to claim by the Partner provided that the property remains Void Live for a minimum period of 60 days after the Active Void property goes Void Live.Where Void Referral Fee has been paid to the Partner and it is subsequently found that any of the conditions in paragraph 5.2 have not been met in relation to the Void Referral Fee already paid, Homebox reserves the right to recoup such Void Referral Fee by withholding future Referral Fee earned until such time as the amount owed to Homebox by the Partner has been recouped.
Annex A to Schedule 2
Part A - for the tenant:Clause to be inserted into each contract between the Tenant and Partner.
Clause in Tenancy Agreement (AST) or Pre Tenancy Documents
Our company work with Homebox to ensure that utility suppliers are notified of a change in occupancy. This is important work to be completed to ensure that the supplier of gas, electricity, water and council tax are aware that you, The Tenant, are responsible for the services within the property.By signing this agreement, you agree that our company can share your details (first name, last name, email address and mobile phone number) with Homebox, in order to send your information to the suppliers of gas, electricity, water and council tax once your tenancy is confirmed.Homebox will send you a series of text / WhatsApp messages, emails and phone calls explaining and providing you with options for how to set up your bills and explaining who your suppliers are for your new home.You can opt out of communications from Homebox at any point.As part of this agreement, you indicate your consent to your personal information being passed to Homebox, who will attend to helping you to set up your household bills by passing your details over to the utility and service providers relevant to your home move.
Part B - for the bill payer of the void e.g. the landlord or managing agent:
Clause to be inserted into each contract between the Client and Landlord (if applicable):The Landlord hereby confirms that they have authorised the Letting Agent to take the following actions on behalf of the Landlord in connection with the supply of gas and/or electricity to each property: To enter into contracts with an energy supplier selected by the Letting Agent in connection with the supply of gas and/or electricity to each property while the property is vacant and to terminate any existing contracts with any other energy suppliers in respect of that property;To engage with relevant energy suppliers in connection with the management and administration of any energy supply contract(s) in connection with each property;To provide the Landlord’s information (including any personal data relating to the landlord and/or any of its officers, employees or agents) to and for use by any relevant energy supplier (and its agents, contractors and partners) for the purposes of processing any application that is made for the supply of gas and/or electricity to each property and managing and administering any gas and/ or electricity supply contract(s) in connection with each property. Please also be aware that whilst living in the property and paying energy bills, your tenants have the right to choose to have a smart meter installed.
SCHEDULE 3
PROCESSING, PERSONAL DATA AND DATA SUBJECTS
Processing by Homebox:
Scope:
Processing the Personal Data of the Customer to send notifications to the Service Provider(s). Follow on notifications to the Partner to inform them that Homebox have notified the Service Provider(s). Marketing communications to the Customer to offer them services from the Service Provider(s).Nature:Sending notifications to Service Providers using the legitimate interests of the Partner.Telephone calls, e-mails and text messaging to Customers to offer them services from the Service Provider(s).Purpose of processing:Sending notifications to Service Providers to ensure relevant Service Providers bills are transferred into the Customer’s name that is responsible for paying for them.To market to Customers to offer them services from the Service Providers.Duration of processing:Notifications to Service Providers are sent around start and end dates of a Customer moving into a property for the duration of the Agreement.Telephone calls and text messaging are made over a period of 2 weeks before a Customer moves up until 2 weeks after for the duration of the Agreement. Types of Personal DataIdentity – full nameContact – email, telephone number, address Financial – bank details, credit card details, direct debit information (to pass to chosen Service Providers)Property – property type, Service Provider usageCategories of Data Subject Customers - means a tenant, landlord, Guarantor, home buyer or home occupier.
