1.0Definitions and Interpretation

1.1This section defines some key words used in this Agreement:

"Agreement" refers to the Subscriber Terms and Conditions.

"We", "Us", and "Our" refer to Property Tectonics, at the address set out in the Agreement.

"Data" means computerised records of inventory, equipment and any other material.

"Licensed Material" shall mean any and all user, programmer and help desk material and documentation, in hard copy and electronic format, to assist you in the understanding, application, capability, maintenance or use of the Service which are delivered to you by us pursuant to and/or during the term of this Agreement, and any updates, upgrades, substitutions, replacements, enhancements, or modifications thereof.

"Intellectual Property Rights" means copyright and all other legal and beneficial intellectual and industrial property rights (including, without limitation, patent and trade secret rights) throughout the world and all know-how.

The "Service" means the set of web-based software systems and managed processes provided by us. This encompasses, inter alia, (i) use of the site survey form and/or Lifespan Mobile software to collect information on site and transfer data from your site surveys to databases operated by us; and/or (ii) Energy data calculation software, Lifespan RdSAP used to produce domestic energy performance certificates; and (iii) the service which downloads your energy performance certificates into the governments domestic energy software database accessible to all relevant stakeholders and (iv) a quality assurance scheme operated by us on behalf of Sterling Accreditation Limited and its Accreditation Scheme and (v) the individual database provided by us whereby you can retrieve, manage and analyse your data stored on the Lifespan SAP/DEA and Lifespan DEA Web Sites and (vi) technical support covering IT applications issues but NOT matters relating to professional knowledge and skill.

"Lifespan SAP/DEA website" means the website on which the Service may be accessed and used and which is accessible at URL www.lifespanSAP.com

"Lifespan DEA website" means the website in which the asset records of the Service may be accessed and used and which data from Lifespan Mobile is uploaded and is accessible at URL www.pt-lifespan.com/LifespanDEA

"Subscriber" means any person who has registered with Lifespan SAP Service to use the Facility.

"Lifespan Mobile RdSAP Software" means the software which enables Subscribers to collect site information and facilitate data transfer onto the Lifespan DEA Web Site so that it may be stored and then uploaded to the Lifespan SAP website and used to calculate and produce Domestic Energy Certificates.

"Lifespan SAP and RdSAP software" means software provided and owned by Property Tectonics which is approved by the Building Research Establishment of behalf of Government to enable official Domestic Energy Certificates and Recommendation Reports to be produced.

"Landmark" means Landmark Information Group, 5-7 Abbey Court, Eagle Way, Sowton, Exeter, EX2 7HY, commissioned to manage and host the UK governments Home Inspection Reports and Domestic Energy Certificates.

"Sterling" means Sterling Accreditation Limited, Heywood Hall, Bolton Road, Pendlebury, Manchester M27 8UX.

"Accreditation Scheme" means an approved system of registering Energy Assessors which ensures that they comply with minimum performance standards set down by the Secretary of State and are monitored to ensure continuing quality and compliance to ensure that others who rely on Energy Performance Certificates (EPC) can have confidence in the certificates and accompanying recommendations for improvement (Recommendation Reports - RRs); and the Energy Assessors responsible for producing them.

1.2References to clauses and sub-clauses are to clauses or sub-clauses of this Agreement, as amended in accordance with this Agreement.

1.3The clause headings are for convenience only and shall not affect the interpretation of this Agreement.

1.4References to any legislation are references to that legislation as amended, replaced or re-enacted from time to time and any subordinate legislation made under it.

1.5Words implying the singular include the plural and vice versa and words implying a gender shall include every gender.

2.0Commencement and Duration

2.1 This Agreement commences on the date you accept the terms and conditions it contains when you first log in to use the Service. The Agreement will continue in force unless and until it is terminated in accordance with the relevant clauses of the Lifespan SAP/DEA Agreement

2.2If a period of 3 months expires from your last use of the Lifespan SAP/DEA system then this agreement will terminate by effluxion of time and to use the service again you will be required to re- register.

2.3Property Tectonics may decide in its absolute discretion to terminate your access to the Lifespan- SAP system without notice.

3.0User Name and Password

3.1In order to enable you to access the Lifespan SAP/DEA Service web sites, Property Tectonics shall allocate a user name and individual password to you. You shall keep these secure and confidential at all times and you shall be solely responsible for any transactions which take place under your user name and/or password. If you have reason to believe that the user name and password may no longer be entirely secure then you must inform Property Tectonics of that fact immediately in order that your password may be changed to prevent unauthorised access to the Lifespan SAP system.

3.2Property Tectonics reserves the right to change your password if it believes that it is no longer secure.

4.0Links to Third-party sites

4.1Property Tectonics does not endorse any sites on the Internet which are linked through the Service. We are providing these links to you only as a matter of convenience, and in no event shall we be responsible for any content, products or other materials on or available from such sites.

5.0Use of the Service and Software

5.1The Service is provided for the sole purpose of carrying out domestic energy assessments and producing official Domestic Energy Performance Certificates (EPCs) and Recommendation Reports (RRs) in accordance with the Secretary of State’s requirements for existing dwellings in England, Wales and Northern Ireland.

5.2The Service is provided solely for your own use. You may not resell, distribute, or otherwise supply (or attempt to resell, distribute, or otherwise supply) the Service and its software products to any third party.

5.3You may not provide access to the Service to any third party, use the Service on behalf of a third party, use any information obtained from the Service to provide database services to any third party or incorporate any such information in any database which is accessible to any third party. Similarly you may not distribute or use any information obtained from the Service for commercial purposes (other than as described in clause 5.1) without our written permission nor may you modify, copy, distribute, transmit, display, reproduce or publish any such information.

5.4You shall not use the Service to buy, offer or sell parts, equipment or services in violation of any laws or regulations of any applicable jurisdictions including without limitation any export control laws and regulations.

5.5You agree that you will not knowingly use the Service: (i) to upload or send any material which contains software viruses or other codes, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or (ii) to send, receive, upload, download, use or reuse any material which is offensive, abusive, defamatory, obscene or menacing or a breach of copyright, trade mark, confidence, privacy or any other rights of any person; or (iii) in any manner which would interfere with or disrupt the Service or contravenes any instructions which we may give you in connection with the Service from time to time; or (iv) to send unsolicited or unauthorised email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (v) to attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (vi) harass or interfere with another user’s use and enjoyment of the Service.

5.6You agree that you will comply with all local rules regarding on line conduct and acceptable conduct.

6.0Authorisation & Rules of Conduct

6.1The Service and its software is provided by us to Approved Energy Accreditation Scheme’s only, these being members of an Accreditation Scheme and who thereby subscribe and abide by the rules of conduct and regulations of and Accreditation Scheme.

6.2Users MUST carry, in accordance with the Accreditation Scheme regulations and must have appropriate professional indemnity insurance.

6.3Users accredited by Sterling Accreditation Limited MUST accept, conform and be subject to Property Tectonics’ Quality Assurance (QA) processes, procedures and surveillance requirements; these are approved by Sterling and administered by Property Tectonics on its behalf. An outline of the QA scheme is available on the Lifespan SAP/DEA Service member’s website.

6.4Access to the service provided hereunder is permitted solely on the basis of the provisions at clause 6 and you provide a continuing warranty that you comply with these provisions.

7.0Your supply of information

7.1You grant us an unlimited, revocable, non-exclusive royalty-free licence for the duration of this Agreement to use, copy, reproduce, display and analyse any information and data supplied by you.

7.2You represent and warrant to your knowledge that all the information you supply for inclusion on the Lifespan SAP/DEA Service Web Sites is accurate and does not include any information the accessing of which would constitute a criminal offence or would be otherwise unlawful or which would infringe the rights of any person.

7.3You represent and warrant to your knowledge that you will not supply for inclusion on the Lifespan SAP/DEA Service Web Sites any information relating to any service for the performance of which you lack any required governmental authorisation, approval, permit, licence or other official permission.

7.4We shall have the right in our reasonable discretion and at any time to refuse to include in the Service or remove any or all information supplied by you or otherwise that we reasonably determine is in violation of this Agreement, whereupon we shall immediately deliver notice of such refusal or removal to you and an explanation for such action.

7.5We may use the information supplied by you to conduct statistical analysis and research into the Service. We may also pass the results of such analysis, research and quality checks to other Subscribers and non-Subscribers provided that the information passed is of a generic nature and would not enable you to be identified by any person receiving such information.

7.6We reserve the right to pass on any information referred to in 7.6 to Sterling Accreditation when your identity would be revealed; but such information etc. would be done so confidentially and only for the purposes of quality assurance and its associated surveillance required to be undertaken by Accreditation Scheme Operators by the Secretary of State.

8.0Limitations of Our Liability

8.1The Lifespan SAP Service enables Subscribers to undertake domestic energy assessments, produce Domestic Energy Certificates and lodge same in the government’s official database operated by Landmark. Property Tectonics is not involved in or in any way responsible for the actual transaction between you and your customer. You are solely responsible for evaluating any information made available by means of the Service and for negotiating and agreeing the terms of any transaction that you enter into with third parties.

8.2To the extent permitted by law, we shall have no liability to you in any circumstances for any loss arising under or in connection with this Agreement whether it arises from negligence, breach of contract or otherwise. In particular, but without limitation, we shall have no liability in relation to: (i) any indirect or consequential loss, such loss to include (without limitation) loss of profits, business, revenue, goodwill or anticipated savings, loss of use or value of any equipment or software, wasted management or other time, and loss resulting from the corruption or loss of Data; or (ii) the accuracy or timeliness of any information made available by means of the Service; or (iii) any adverse impact on or damage to your information systems or software caused by your use of the Service or its Software products.

8.3You agree to indemnify and hold us harmless from and against any claim, action, suit, demand, loss, liability, damages, costs or expenses arising from or in connection with any third party claim or action arising out of or relating to any of the information which you supply or which you obtain by means of the Service.

9.0Copyright

9.1Copyright and all Intellectual Property Rights in any computer programs, documents or other material designed or prepared by us in our performance of the Assignment shall be and remain vested solely in us.

9.2You agree not to decompile, modify or reverse-engineer the Software, or copy any documentation supplied by us.

9.3You agree to keep all source code confidential. Further, you agree not to disclose the Service, Software or Licensed Material to any third party, except to parties under contract to yourselves who have agreed to abide by the confidentiality restrictions set forth in this Agreement.

9.4Your obligations of confidentiality and nondisclosure regarding the Service, Software and Licensed Material shall survive the termination of this Agreement.

10.0Miscellaneous

10.1Neither party shall be liable for any breach of its obligations under the Agreement resulting from causes beyond its reasonable control including, but not limited to, fires, strikes, insurrection of riots, terrorism, embargoes (events of Force Majeure).

11.0Governing Law

11.1This Agreement shall be governed and construed in accordance with English law and both parties agree to submit any dispute arising in connection with this Agreement to the exclusive jurisdiction of the English courts, provided that nothing in this clause shall prevent us from seeking any remedy which may be available to us in any other jurisdiction. Both parties hereby consent to the exclusive jurisdiction of the courts of England and expressly waive any objections or defence based upon lack of personal jurisdiction or venue.

12.0Questions

12.1 If you have any questions about the Agreement, the Privacy Statement, the practices of this web site, or your dealings with this web site, feel free to contact: the Lifespan SAP/DEA team at lifespansap@property-tectonics.co.uk