APPLICATION AND ENTIRE AGREEMENT​

1.           These Terms and Conditions apply to the provision of the services (Services) by Square Property Services London Limited, a company registered in England and Wales under number 13912919, whose registered office is at 84 High Street, London, NW10 4SJ (we or us or Service Provider) to the person buying the Services (you or Customer).
2.           You are deemed to have accepted these Terms and Conditions from the date of any performance of the Services, and these Terms and Conditions together with our Quote (the Contract) are the entire agreement between us.
3.           You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. 

INTERPRETATION 

4.           A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.
5.           The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6.           Words imparting the singular number shall include the plural and vice-versa.

SERVICES

7.           We warrant that we will use reasonable care and skill in our performance of the Services, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law, and we will notify you if this is necessary.
8.           We will use our reasonable endeavours to complete the performance of the Services within the time agreed (if relevant); however, time shall not be of the essence in the performance of our obligations.
9.           All these Terms and Conditions apply to the supply of Services only.
10.         A detailed description of our Services can be found in the Contract.

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YOUR OBLIGATIONS

11.          You must obtain any permissions, consents, licences or otherwise that we need and must give us access to all relevant information, materials, properties, and any other matters we need to provide the Services.
12.          If you do not comply with clause 11, we can terminate the Services.
13.          We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

FEES

14.          The fees (Fees) for the Services are on a time and materials basis, are set out in the Contract, and are reviewed annually in April.
15.          In addition to the Fees, we can recover from you

a.           reasonable incidental expenses including, but not limited to, travelling expenses, hotel costs, subsistence, and any associated expenses,

b.           the cost of services provided by third parties and required by us for the performance of the Services, and

c.           the cost of any materials required for the provision of the Services.

16.          You must pay us for any additional services provided by us in accordance with our then current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
17.           Any applicable VAT and other taxes or levies which are imposed or charged by any competent authority will be added.

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CANCELLATION AND AMENDMENT

18.           We can withdraw, cancel, or amend our agreement if it has not been accepted by you, or if the Services have not started, within a period of 14 days from the date of the agreement, (unless the agreement has been withdrawn).
19.           If you want to amend any details of the Services, you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes, and additional costs will be included in the Fees and invoiced to you.
20.           If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we must make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

PAYMENT

21.           We will invoice you for payment of the Fees at the start of each month for Services provided in the previous month.
22.           You must pay the Fees due within 10 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us explicitly stated on our invoice to you.
23.           Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 10% per annum above the base lending rate of the Bank of England from time to time on the amount outstanding until payment is received in full.
24.           All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
25.           If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future Services which have been ordered by, or otherwise arranged with you.
26.           Receipts for payment will be issued by us only at your request.
27.           All payments must be made in Pound Sterling unless otherwise agreed in writing between us, and must be made by the process of bank transfer. We do not accept cash payment or payment in crypto currencies. 

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SUB-CONTRACTING AND ASSIGNMENT

28.           We can at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all our obligations to any third party.
29.           You must not, without our prior written consent, assign transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

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TERMINATION

30.           We can terminate the provision of the Services immediately if you:
                 a. commit a material breach of your obligations under these Terms and Conditions; or
                 b. fail to pay any amount due under the Contract on the due date for payment; or
                 c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
                 d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986: or any other scheme or arrangement is made with its creditors, or
                 e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed, or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

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INTELLECTUAL PROPERTY

31.           Unless otherwise agreed in writing, we reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

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LIABILITY AND INDEMNITY

32.           Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise: shall be limited as set out in this section.
33.           The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
34.           We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions for
                 a.    any indirect, special, or consequential loss, damage, costs, or expenses or
                 b.    any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption, or other third-party claims, or
                 c.    any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control, or
                 d.    any losses caused directly or indirectly by any failure or your breach in relation to your obligations, or
                 e.    any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.
35.           You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
36.           Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

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DATA PROTECTION

37.           When supplying the Services to the Customer, the Service Provider may gain access to and or acquire the ability to transfer, store or process personal data of the Customer.
38.           The parties agree that where such processing of personal data takes place, the Customer shall be the data controller and the Service Provider shall be the data processor as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.
39.           For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', Data Processor', and 'Data Subject' shall have the same meaning as in the GDPR.
40.           The Service Provider shall only process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the processing, and refrain from processing any Personal Data for its own or for any third party's purposes.
41.           The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, sub-contractors, or advisors on a strict 'need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
42.           The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data processed by the Service Provider on behalf of the Customer.
43.           Further information about the Service Provider's approach to data protection are specified in its Privacy Policy which can be found on www.SquarePSL.com/legal.

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CIRCUMSTANCES BEYOND A PARTY'S CONTROL

44.           Neither party is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under these Terms and Conditions.

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COMMUNICATIONS

45.           All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
46.           Notices shall be deemed to have been duly given:
                 a.    when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
                 b.    when sent, if transmitted by email and a successful transmission report or return receipt is generated;
                 c.    on the fifth business day following mailing, if mailed by national ordinary mail; or
                 d.    on the tenth business day following mailing, if mailed by airmail.
47.           All notices under these Terms and Conditions must be addressed to the most recent address or email address notified to the other party.

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NO WAIVER

48.           No delay, act, or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

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SEVERANCE

49.           If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

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LAW AND JURISDICTION

50.           This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.