Terms & conditions

Guided Home 

OTP Tech Limited 

Terms of Use 

AGREEMENT 

These general terms and conditions (the “Agreement”) apply to all use of the “Guided”, “Guided  Home” web-based and mobile applications, associated application programming interfaces,  and the administration portal (the “Platform”) and is a legally binding contract between: 

1. OTP Tech Limited (a private limited company incorporated under the laws of England  and Wales and having its registered place of business at 20 Wenlock Road, London,  England N1 7GU) (the “Supplier”); and 
   
2. the natural person or corporate entity that has, through its authorised representative,  subscribed to use the Platform (by subscribing online, submitting a request directly to  an authorised representative of the Supplier, or signing an order form referencing this  Agreement and or the Pricing Schedule with the Supplier or its authorised reseller (an  “Order Form”)) (the “User”). 

If the User does not agree to this Agreement, it must not use and shall immediately stop using  the Platform. 

ROLE OF THE PARTIES 

The User is the organisation that has contracted to use the Platform and acts as the data  controller in respect of all personal data submitted to or processed within the Platform. 

The Supplier processes such personal data on behalf of the User in accordance with the Data  Protection Addendum. 

Individuals who access the Platform, including homeowners, tenants, contractors and other  third parties, do so as authorised users within the User’s environment and act under the User’s  authority and instructions. 

COMMENCEMENT AND DURATION 

This Agreement is effective and legally binding from the effective date of the relevant Order  Form or the point in time that the User first uses the Platform, whichever occurs first (the  “Effective Date”) and shall thereafter continue, unless and until terminated in accordance with  this Agreement, for the subscription period described in the relevant Order Form (the  “Subscription Period”). 

PERMISSIONS AND CONDITIONS OF USE

Licence 

Authorised Users 

Subject to the User’s continuing compliance with this Agreement, the Supplier grants the User a  non-exclusive and non-transferable right to permit its Authorised Users to access and use the  Platform during the Subscription Period solely for the permitted purposes described in this  Agreement. 

Authorised Users means directors, employees, contractors, agents, homeowners, tenants and  any third parties authorised by the User to access the Platform. 

Permitted Purposes 

The User shall use the Platform for its internal operations and for managing building handovers,  property information, customer journeys, aftercare and related activities. 

Conditions of Use 

The User shall not: 

• permit access to anyone who is not an Authorised User 

• submit any material unlawfully or in breach of Data Protection Legislation 

• use the Platform in a way that could damage, impair or compromise the Platform or its  security 

• use the Platform to threaten, harass or cause harm to others 

• carry out unlawful or fraudulent activity 

• upload misleading or deceptive information 

• transmit unsolicited or unauthorised communications 

• introduce malicious code or harmful software 

• impersonate any person or entity 

• reverse engineer or attempt to copy the Platform except where permitted by law • use the Platform to build a competing service 

• use the Platform to provide services to third parties except where such third parties are  authorised by the User and accessing the Platform in connection with the User’s  operations 

THE PLATFORM 

The Supplier makes the Platform available with reasonable skill and care and shall ensure that  the Platform performs substantially in accordance with its description. 

The Platform is provided as a Software-as-a-Service solution operating within a secure multi tenant architecture, with logical separation of User data and controlled access for authorised  users.

The Supplier may modify the Platform from time to time provided such changes do not  materially reduce functionality. 

The Supplier performs secure backups of User Data at regular intervals. 

The Platform is hosted on Microsoft Azure infrastructure with data encrypted in transit and at  rest. 

The Supplier does not warrant that use of the Platform ensures compliance with applicable laws  and does not provide legal advice. 

DISCLAIMERS 

Except as expressly set out in this Agreement, the Supplier makes no warranties regarding the  accuracy, completeness or regulatory compliance of content uploaded by the User. 

In the event of data loss, the Supplier will use reasonable efforts to restore data from backups. The Supplier shall not be liable for issues arising from internet or network limitations. 

CONFIDENTIALITY 

Each party shall keep confidential information secure and not disclose it except as required to  perform obligations under this Agreement or as required by law. 

USER PERSONAL DATA 

Each party shall comply with its obligations under the Data Protection Addendum. 

The User retains full control over all User Data and User Personal Data submitted to the  Platform, including data submitted by Authorised Users. 

The Supplier processes such data solely to provide the Platform and does not use such data for  any purpose other than delivering and improving the service in accordance with this Agreement  and the Data Protection Addendum. 

USE OF AGGREGATED DATA 

The Supplier may collect and anonymise data submitted to the Platform to create aggregated  data that cannot be attributed to any individual or User. 

Such aggregated data may be used solely to improve the Platform, analyse usage and support  service optimisation. 

USER’S OBLIGATIONS

The User shall: 

• ensure proper management of access and permissions 

• comply with all applicable laws 

• obtain all necessary consents and permissions for data provided 

• be responsible for all actions of Authorised Users 

• maintain required systems and connectivity 

FEES AND PAYMENT 

Fees shall be invoiced and paid in accordance with the agreed Pricing Schedule. All fees are exclusive of applicable taxes. 

INTELLECTUAL PROPERTY RIGHTS 

The Supplier owns all intellectual property rights in the Platform. 

The User owns all rights in User Data. 

The User grants the Supplier a limited licence to use User Data solely to provide the Platform. 

INDEMNITIES 

Each party agrees to indemnify the other in accordance with the terms set out in this  Agreement. 

TERMINATION 

Each party may terminate with not less than three (3) months’ written notice. Termination may occur immediately in the event of material breach. 

Upon termination, access to the Platform ceases and data may be returned or deleted in  accordance with the Agreement. 

LIABILITY 

Liability is limited as set out in this Agreement, subject to applicable law. FORCE MAJEURE

Neither party is liable for failure to perform due to events beyond reasonable control. 

GENERAL 

This Agreement constitutes the entire agreement between the parties. It is governed by the laws of England and Wales. 

INTERPRETATION 

Standard contractual interpretation provisions apply.