Terms & Conditions

PLEASE CAREFULLY REVIEW THIS SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT BEFORE UTILIZING THE RELNER LTD SERVICES. BY CLICKING THE BUTTON TO ACCEPT OUR TERMS AND CONDITIONS OR SIMPLY BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ARE DEEMED TO HAVE AGREED TO THEM ON BEHALF OF ANY ENTITY FOR WHOM YOU USE THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT, OR IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, THEN YOU ARE NOT AUTHORIZED TO USE THE RELNER LTD SERVICES.

This software as a service subscription agreement (Agreement) governs your use of the Services (defined below) provided by Relner LTD (company registered no. 15259695) in 128 City Road, London EC1V 2NX (Relner LTD, us or we). You, recipient of the Services, are referred to as "Customer" or "you" in this Agreement.

Background

Relner LTD has developed a software platform available to subscribers via the internet on a pay-per-use basis for sales, lettings management, and marketing, which the Customer intends to use in its business operations. Relner LTD has agreed to provide, and the Customer has agreed to take and pay for Relner LTD's service subject to the terms and conditions of this agreement.

Agreed terms

1. The definitions above and below, and rules of interpretation in this clause apply in this agreement.

Aggregated Data refers to Customer Data and usage information stripped of all Personal Information and aggregated with other customer data, making no Personal Information or Confidential Information relating to the Customer identifiable.

Authorized Users include employees, agents, and independent contractors of the Customer, each authorized by the Customer to use the services and the service information, as further described in clause 2.2.

Business Day refers to a day other than Saturday, Sunday, or a public holiday in England when banks in London are open for business.

Confidential Information pertains to information that is proprietary or confidential, either clearly labeled as such or identified as Confidential Information in clause 11.

Customer Data encompasses the data inputted by the Customer, Authorized Users, or Relner LTD on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.

Data Protection Laws means all applicable laws and regulations relating to privacy, confidentiality, processing, protection, and use of personal data, including:

(a) the UK General Data Protection Regulation (UK GDPR);

(b) the UK Data Protection Act 2018;

(c) the Privacy and Electronic Communications Regulations 2003 (PECR);

(d) any applicable privacy or data protection laws in jurisdictions where the Services are provided or accessed; and

(e) any laws replacing, amending, extending, consolidating, or re-enacting any of the foregoing.

(a) the Directive 95/46/EC (Data Protection Directive) and/or Data Protection Act 1998 or the GDPR;

(b) any laws implementing such laws; and

(c) any laws replacing, extending, re-enacting, consolidating, or amending any of them.

Data Subject, Processor, and processing have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including process, processed, processing, and processes shall be construed accordingly). International organization and Personal Data Breach have the respective meanings given to them in GDPR.

Documentation Resources refer to the documentation available for production within the Services, including template tenancy agreements, forms, or letters.

Effective Date signifies the date this Agreement is electronically accepted, the date of the last signature of the parties if signed in hard copy, or otherwise, the date the Customer starts using the Services.

Fees include any fees payable by the Customer to Relner LTD under this Agreement, encompassing the Subscription Fees and Website Fees.

UK GDPR means the UK General Data Protection Regulation as incorporated into the laws of England and Wales.

References in this Agreement to "GDPR" shall mean UK GDPR, as applicable.

Initial Subscription Term designates one month from the Effective Date.

Normal Business Hours refer to the period from 9:00 am to 5:30 pm local UK time, each Business Day.

Personal Information denotes personal data as defined by applicable Data Protection Laws, which you provide to us in the course of our delivering the Services.

Renewal Period indicates the period described in clause 14.1.

Service Information encompasses the online information made available to the Customer by Relner LTD via https://relner.com , periodically detailing a description of the Services and user instructions for the Services or, in the case of website development, maintenance, and hosting services.

Services include the subscription services for the Software provided by Relner LTD to the Customer under this Agreement, as well as the website development, maintenance, and hosting services, as may be agreed upon from time to time.

Software refers to the estate agency software application known as 'Relner' provided by Relner LTD as part of the Services, encompassing any updates related thereto provided hereunder and any derivative works of the foregoing.

Subscription Fees denote the subscription fees payable by the Customer to Relner LTD for the Unit Subscriptions, as outlined at https://relner.com/packages

Subscription Term has the meaning given in clause 14.1.

Sub-Processor signifies any agent, subcontractor, or other third party (excluding its employees) engaged by Relner LTD to carry out processing activities on behalf of the Customer regarding Personal Information.

Support Services entail Relner LTD's provision of support for the Customer concerning its use of the Services, to be provided in accordance with clause 4.3.

Unit refers to a property under sale, letting, or management or otherwise controlled by a Customer.

Unit Subscriptions refer to the subscriptions purchased by the Customer pursuant to clause 9.1, entitling Authorized Users to access and use the Services and the Service Information in respect of the Units in accordance with this Agreement.

Virus is defined as any thing or device (including any software, code, file, or program) that may: prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network; any telecommunications service, equipment, or network; or any other service or device. It can also prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data. Additionally, it adversely affects the user experience, encompassing worms, trojan horses, viruses, and similar things or devices.

Clause and paragraph headings do not affect the interpretation of this Agreement. Unless the context otherwise requires, words in the singular include the plural, and in the plural, they include the singular. A reference to a statute or statutory provision includes its amendments, extensions, or re-enactments from time to time, whether before or after the date of this Agreement. References to clauses pertain to the clauses of this Agreement. The terms "includes," "including," or "in particular" (as well as any similar words or expressions), except where already stated, shall be immediately followed by the words "without limitation."

2. Subscriptions

2.1 Subject to the Customer purchasing the Unit Subscriptions as per clause 3.2 and clause 9.1, along with the restrictions in this clause 2 and other terms and conditions of this Agreement, Relner LTD grants the Customer a non-exclusive, non-transferable right, without the ability to grant sublicenses, permitting Authorized Users to use the Services and the Service Information during the Subscription Term solely for the Customer's internal business operations.

2.2 Concerning Authorized Users, the Customer agrees that:

2.2.1 The maximum number of Units benefiting from the Services and the Service Information shall not exceed the number of Unit Subscriptions.

2.2.2 The Customer is responsible for the security and proper use of all passwords (including frequently changing passwords) and shall take all necessary steps to ensure that passwords are kept confidential by each Authorized User and used only for their access to the Services. The Customer shall promptly notify Relner LTD of any unauthorized use of Authorized Users' passwords or any other security breaches.

2.2.3 The Customer shall take all actions deemed reasonably necessary by Relner LTD to maintain or enhance the security of Relner LTD's computing systems and networks and the Customer's access to the Services.

2.2.4 The Customer shall permit Relner LTD to audit the Customer's use of the Services to verify compliance with this Agreement.

2.3 The Customer shall not access, store, distribute, or transmit any Viruses or material during its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property. The Customer shall refrain from using the Services for sending spam or unwanted communications. Relner LTD reserves the right, without liability or prejudice to its other rights, to disable the Customer's access to any material breaching the provisions of this clause.

2.4 The Customer shall not:

2.4.1 Except as allowed by any applicable law incapable of exclusion by agreement between the parties and except as expressly permitted under this Agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Service Information (as applicable) in any form or media or by any means; or (ii) attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.

2.4.2 Undermine the security or integrity of, or attempt to gain unauthorized access to, Relner LTD's computing systems or networks or, where Software is hosted by a third party, that third party's computing systems or networks.

2.4.3 Use or misuse the Services in any way that may impair the functionality of the Software.

2.4.4 Utilize any or all parts of the Services and Service Information for purposes other than those authorized under clause 2.1.

2.4.5 Except as provided in clause 22, refrain from licensing, selling, renting, leasing, transferring, assigning, distributing, displaying, disclosing, or otherwise commercially exploiting the Services and/or Service Information, or making them available to any third party, except the Authorized Users.

2.4.6 Seek to obtain, or assist third parties in obtaining, access to the Services and/or Service Information in a manner not provided for under this clause 2.

2.5 Exert reasonable efforts to prevent any unauthorized access to, or use of, the Services and/or the Service Information, and promptly notify Relner LTD in the event of any such unauthorized access or use.

2.6 If the Customer chooses to use additional services provided by a third party within the Services, such additional services may be subject to the applicable third-party terms specified on those third-party websites.

2.7 In the event that the Customer enables third-party applications for use alongside the Services, it acknowledges that Relner LTD may permit the providers of those third-party applications to access the Customer Data as necessary for the interoperability of such third-party applications with the Software. Relner LTD is not accountable for any disclosure, modification, or deletion of the Customer Data resulting from such access by third-party application providers.

3. Additional Unit Subscriptions

3.1 During any Subscription Term, the Customer may increase its number of Unit Subscriptions, subject to clause 3.2, and the additional Authorized Users shall gain access to the Services and the Service Information following the provisions of this Agreement.

3.2 If the Customer requires additional Unit Subscriptions partway through the Initial Subscription Term or any Renewal Period (as applicable), the additional fees shall apply from the beginning of the subsequent Renewal Period.

4. Services

4.1 Throughout the Subscription Term, Relner LTD shall provide the Services and make the Service Information available to the Customer, subject to the terms and conditions outlined in this Agreement.

4.2 Relner LTD will use commercially reasonable efforts to ensure the Services are available 24 hours a day, seven days a week. Availability excludes (i) outages or disruptions caused by the Customer or third parties, (ii) planned maintenance conducted outside Normal Business Hours, or (iii) unscheduled emergency maintenance performed within or outside Normal Business Hours. In the case of unscheduled emergency maintenance during Normal Business Hours, Relner LTD will make reasonable efforts to provide the Customer with advance notice where possible.

4.3 As part of the Services, Relner LTD will offer Support Services to the Customer during Normal Business Hours on a commercially reasonable basis (accessible via https://www.relner.com/contact-us).

5. Customer Data

5.1 Between Relner LTD and the Customer, the Customer shall own all rights, title, and interest in and to all Customer Data, assuming sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

5.2 The Customer is solely responsible for maintaining copies of all Customer Data entered into the Software application. While Relner LTD follows policies and procedures to prevent data loss, there is no guarantee against loss of Customer Data. In the event of any loss or damage to Customer Data, the Customer's exclusive remedy is for Relner LTD to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest backup maintained by Relner LTD according to its archiving procedure. Relner LTD is not accountable for any loss, destruction, alteration, or disclosure of Customer Data caused by third parties

5.3 In delivering the Services, Relner LTD shall adhere to its Privacy Policy concerning the privacy and security of Customer Data, accessible at https://www.relner.com/privacy-policy/ or any other notified website address, subject to amendments at Relner LTD's sole discretion.

5.4 If Relner LTD engages in the processing of Personal Information on behalf of the Customer during the execution of its obligations under this Agreement, the parties expressly acknowledge the Customer as the data controller and Relner LTD as the data processor. In such instances, the parties agree as follows:

5.4.1 The details of the processing, including the subject matter, duration, nature, and purpose, as well as the types of personal data and categories of data subjects, are outlined in the information about our Services provided on our website.

5.4.2 The Customer shall ensure that all instructions given to Relner LTD regarding Personal Information are at all times in accordance with Data Protection Laws.

5.4.3 The Customer shall ensure that it has the right to transfer the relevant Personal Information to Relner LTD, allowing lawful use, processing, and transfer of Personal Information as per this Agreement on behalf of the Customer.

5.4.4 The Customer shall ensure that it has all necessary rights, permissions, notices, lawful bases, and consents, where required by applicable law, for the lawful collection, processing, use, transfer, and disclosure of Personal Information in connection with the Services.

5.4.5 Relner LTD will process Personal Information in compliance with Data Protection Laws and the terms of this Agreement.

5.4.6 Relner LTD will process Personal Information only in accordance with the terms and conditions of this Agreement and any lawful instructions reasonably provided by the Customer, unless otherwise required by applicable law (with prior notification to the Customer unless prevented by law on grounds of public interest).

5.4.7 If Relner LTD believes that any instruction received from the Customer is likely to infringe Data Protection Laws, it shall promptly inform the Customer and may cease to provide the relevant Services until mutually agreed amended instructions are in place.

5.4.8 Both parties shall implement suitable technical and organizational measures to ensure compliance with Article 32 GDPR (Security of processing).

5.4.9 Relner LTD will promptly notify the Customer of any accidental loss, destruction, damage, or disclosure related to Personal Information processed on behalf of the Customer.

5.4.10 Relner LTD will ensure that its staff authorized to process Personal Information are bound by an enforceable obligation of confidence.

5.4.11 Relner LTD shall, at the Customer's cost:

(a) Relner LTD shall provide commercially reasonable assistance, taking into account the nature of the processing and the information available to Relner LTD, to assist the Customer in complying with applicable obligations under Data Protection Laws relating to security, breach notifications, impact assessments, and consultations with supervisory authorities, to the extent such obligations relate directly to the Services.

(b) Assist the Customer, insofar as possible given the nature of the processing, in fulfilling its obligations to respond to requests for exercising Data Subjects' rights under Chapter III of GDPR (and any similar obligations under applicable Data Protection Laws) concerning any Personal Information.

5.4.12 Relner LTD may transfer, access, store, host, process, or permit the processing of Personal Information outside the United Kingdom or other applicable jurisdictions where reasonably necessary for the operation, support, maintenance, security, analytics, development, integration, hosting, or provision of the Services.

Where international transfers of Personal Information occur, Relner LTD shall implement commercially reasonable safeguards and measures intended to protect Personal Information in accordance with applicable Data Protection Laws.

The Customer acknowledges and agrees that:

(a) the Services may involve international infrastructure, support teams, contractors, subprocessors, cloud services, integrations, communication systems, or third-party providers;

(b) the Customer may independently choose to use third-party integrations or external providers together with the Services;

(c) Relner LTD does not guarantee that data will remain exclusively within any single jurisdiction unless expressly agreed separately in writing.

5.4.13 Relner LTD shall, in accordance with Data Protection Laws, provide the Customer with necessary information to demonstrate compliance with obligations under this clause 5.4 and with obligations imposed by Article 28 of GDPR. Additionally, Relner LTD will facilitate and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose, subject to a maximum of one audit request in any 12-month period under this clause 5.4.

5.4.14 Upon the conclusion of the provision of Services related to the processing of Personal Information, at the Customer's cost and option, Relner LTD shall either return all Personal Information to the Customer or securely dispose of it (promptly deleting all existing copies), except as required by applicable law. This provision (clause 5.4.14) shall survive the termination or expiry of this Agreement.

5.4.15 Relner LTD may engage affiliates, contractors, subprocessors, infrastructure providers, support providers, analytics providers, hosting providers, communication providers, artificial intelligence providers, payment providers, and other third-party service providers located in various jurisdictions where reasonably necessary for the provision, operation, maintenance, security, support, development, improvement, integration, or delivery of the Services.

The Customer acknowledges and agrees that:

(a) such third parties may access or process Personal Information strictly as necessary for the relevant services;

(c) Relner LTD shall not be responsible for the privacy, security, availability, or processing practices of third-party providers independently selected, enabled, or integrated by the Customer; and

(d) Relner LTD shall implement commercially reasonable contractual, technical, organisational, and security safeguards in connection with Personal Information processed on its behalf.

5.5 Relner LTD will not sell, distribute, or transfer Customer Data to third parties without the Customer's written consent, except as required to provide Services or as permitted in clauses 5.6 and 5.7.

5.6 During the Subscription Term, Relner LTD may internally utilize Customer Data to improve the Services and generate Aggregated Data.

5.7 The Customer acknowledges that Relner LTD owns all Aggregated Data and has the unrestricted right to use it at its discretion.

6. Third-party Providers and Documentation Resources

6.1 The Customer acknowledges potential access to third-party content and services through the Services, assuming all associated risks. Relner LTD disclaims any liability for third-party products or services accessed via the Services.

6.2 Documentation Resources are provided as examples and are used at the Customer's risk. They may contain inaccuracies, and the Customer should seek legal advice before relying on them.

6.3 The Customer is responsible for ensuring that the automated completion or pre-population of Documentation Resources does not result in errors. Relner LTD is not liable for any loss due to inaccuracies in completed or pre-populated Documentation Resources.

7. Relner LTD's Obligations

7.1 Relner LTD commits to performing Services in accordance with the Service Information with reasonable skill and care.

7.2 This commitment does not apply if non-conformance results from misuse, modification by parties other than Relner LTD, or circumstances beyond its control. Relner LTD will strive to promptly correct any non-conformance. However, Relner LTD does not guarantee uninterrupted or error-free use of the Services, and the Services may be subject to limitations, delays, and problems inherent in communication facilities. Relner LTD is not bound by agreed deadlines, and timely service provision is on a reasonable endeavors basis.

8. Customer Responsibilities

8.1 The Customer commits to:

8.1.1 Furnish Relner LTD with the necessary cooperation and access to information essential for the Services under this Agreement.

8.1.2 Abide by all applicable laws and regulations governing its activities within the framework of this Agreement.

8.1.3 Diligently and promptly fulfill all other obligations outlined in this Agreement. Should there be any delays in providing agreed-upon assistance, Relner LTD retains the right to adjust the agreed timetable or delivery schedule as deemed reasonably necessary.

8.1.4 Ensure that Authorized Users utilize the Services and Service Information in accordance with the terms and conditions of this Agreement. The Customer assumes responsibility for any breach by an Authorized User.

8.1.5 Secure and maintain all necessary licenses, consents, and permissions related to Customer Data or other information, enabling Relner LTD, its contractors, and agents to fulfill their obligations under this Agreement, including the provision of Services.

8.1.6 Ensure that its network and systems align with the specifications provided by Relner LTD.

8.1.7 Be exclusively responsible for securing and maintaining network connections and telecommunications links from its systems to Relner LTD's data centers. The Customer bears responsibility for any issues, conditions, delays, or delivery failures arising from or related to its network connections or telecommunications links, including those caused by the internet.

8.1.8 Take sole responsibility for promptly removing any Customer Data that may lead to a breach of clauses 2.3 and/or 8.1.5. The Customer acknowledges that Relner LTD holds no responsibility for monitoring Customer Data or identifying content that may breach this Agreement.

8.1.9 Refrain from engaging in an abusive or disrespectful manner toward any Relner LTD employee. Any form of abuse or bullying of Relner LTD employees is strictly prohibited, including interactions with our support teams.

9. Charges and Payment

9.1 The Customer must remit the Fees to Relner LTD as delineated in this Clause 9. Subscription Fees are payable monthly in advance, while all other Fees are due on the specified date in the relevant invoice.

9.2 Before the Effective Date, the Customer must provide valid credit card/debit card details or set up a standing order. If credit/debit card details are provided, Relner LTD is authorized to charge the card for Subscription Fees and other agreed amounts. If alternative contact and billing details are provided, Relner LTD will invoice the Customer accordingly. In the case of a standing order, Relner LTD will invoice as specified.

9.3 All amounts are payable in pounds sterling and euro, are non-cancellable, and non-refundable. Value-added tax will be added at the applicable rate for all UK registered companies.

9.4 Relner LTD reserves the right to increase fee rates anytime with one month notice. This action is without prejudice to other rights under Clause 3.2.

10. Proprietary Rights

10.1 The Customer acknowledges that Relner LTD and/or its licensors hold all intellectual property rights in the Software, Services, and Service Information. Any feedback provided by the Customer or Authorized Users is the exclusive property of Relner LTD. This Agreement does not confer any rights to the Customer in relation to patents, copyrights, trade secrets, or other intellectual property rights.

10.2 Relner LTD affirms that it possesses all necessary rights pertaining to the Software, Services, and Service Information.

11. Confidentiality

11.1 Both parties have access to each other's Confidential Information. Confidential Information excludes publicly known information, information lawfully possessed before disclosure, information disclosed by a third party without restrictions, or independently developed by the receiving party.

11.2 Each party commits to keeping the other's Confidential Information confidential and utilizing it solely for the implementation of the Agreement.

11.3 Measures must be taken to prevent unauthorized disclosure or distribution of Confidential Information by employees or agents.

11.4 Confidential Information may be disclosed if required by law, governmental authority, or court, with notice to the extent legally permitted.

11.5 Customer Data is acknowledged as the Customer's Confidential Information.

11.6 Relner LTD may use the Customer's identity as a recipient of services and may use the Customer's logo in sales and marketing materials.

11.7 These confidentiality provisions endure beyond Agreement termination.

12. Indemnity

12.1 The Customer will indemnify Relner LTD against claims arising from the Customer's use of Services or Service Information, provided prompt notice, cooperation, and sole authority for defense are given.

12.2 Relner LTD will defend the Customer against claims that the Software infringes UK intellectual property rights, indemnifying the Customer for awarded amounts, subject to conditions.

12.3 In defense, Relner LTD may secure continued use, replacement, or termination without additional liability.

12.4 Relner LTD bears no liability for infringement based on modification, misuse, or use after notice.

12.5 These provisions establish exclusive rights and remedies for infringement.

13. Limitation of Liability

13.1 Except as explicitly provided in this Agreement:

13.1.1 The Customer is solely responsible for the results obtained from the Services and the Service Information, recognizing that any provided Forms are for guidance only. Relner LTD is not liable for any damage or loss caused by the Customer's use of Forms, errors, or omissions in information, instructions, or scripts provided to Relner LTD. The Customer is responsible for managing transmitted information using the Software.

13.1.2 All implied warranties, representations, and other terms are excluded to the fullest extent permitted by applicable law.

13.2 Relner LTD's liability is not excluded for death, personal injury, fraud, or fraudulent misrepresentation.

13.3 Without prejudice to clauses 13.1 and 13.2:

13.3.1 Relner LTD is not liable for indirect, special, or consequential losses, and its total liability under this Agreement is limited to the total Fees paid during the 12 months preceding the claim.

14. Term and Termination

14.1 The Agreement commences on the Effective Date and automatically renews monthly, unless terminated with one month's notice or as per other provisions.

14.2 Either party may terminate immediately if:

14.2.1 The other party fails to pay within 2 weeks of notification.

14.2.2 If the other party engages in a significant breach and does not rectify it within a 2-week period.

14.2.3 If the other party faces insolvency or enters into liquidation.

14.3 Upon termination:

14.3.1 All licenses will cease, and the Customer must discontinue using the Software, Services, and/or Service Information.

14.3.2 Parties are obligated to return each other's property.

14.3.3 Relner LTD reserves the right to dispose of Customer Data after a 7-day period.

15. Force Majeure

Relner LTD assumes no liability to the Customer under this Agreement if it is impeded or delayed in fulfilling its obligations due to events beyond its reasonable control. These events include, but are not limited to, acts of God, war, strikes, compliance with laws or governmental orders, accidents, and other unforeseen circumstances. The Customer will be promptly notified of such an event along with its anticipated duration.

16. Conflict

In the event of any inconsistency between the provisions of this Agreement and the Service Information, the provisions of this Agreement shall take precedence.

17. Variation

Relner LTD may update or modify these Terms, the Services, or applicable Fees from time to time where reasonably necessary for:

(a) legal or regulatory compliance;

(b) security;

(c) operational improvements;

(d) technical changes;

(e) business developments;

(f) product improvements; or

(g) changes to third-party providers or infrastructure.

Where changes materially affect the Customer's rights or obligations, Relner LTD will provide reasonable advance notice by email, through the platform, or via publication on its website.

Continued use of the Services after such notice shall constitute acceptance of the updated Terms.

If the Customer does not agree to a material change, the Customer may discontinue use of the Services before the updated Terms take effect.

18. Waiver

The failure or delay of a party to exercise any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy. No waiver shall prevent or restrict the further exercise of that or any other right or remedy. Furthermore, no single or partial exercise of such right or remedy shall prevent or restrict its further exercise.

19. Rights and Remedies

Unless expressly provided otherwise in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Severance

If a court or administrative body of competent jurisdiction deems any provision (or part of a provision) of this Agreement invalid, unenforceable, or illegal, the remaining provisions shall remain valid and enforceable. If a provision would be valid, enforceable, or legal with some part deleted, it shall apply with such modification as necessary to fulfill the commercial intention of the parties.

21. Entire Agreement

This Agreement, including the Service, constitutes the complete agreement between the parties, replacing all prior agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, regarding its subject matter.

21.1 No Reliance. Both parties acknowledge that they do not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) not set out in this Agreement.

22. Assignment

The Customer cannot assign, transfer, charge, sub-contract, or deal with its rights or obligations under this Agreement without Relner LTD's prior written consent. Relner LTD may assign, transfer, charge, sub-contract, or deal with its rights or obligations at any time.

23. No Partnership or Agency

This Agreement does not intend to create a partnership or authorize either party to act as an agent for the other. Neither party has the authority to act in the name or on behalf of the other.

24. Third-Party Rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

25. Notices

If you need to contact us in writing or if any condition in the Agreement requires written notice, you can send it by email to [email protected] or by pre-paid post to the address in the first paragraph. If we need to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provided. Notices are deemed received 72 hours after email transmission (if successful) or at the time of delivery for pre-paid registered post or courier.

26. Governing Law

This Agreement and any dispute or claim arising from it, its subject matter, or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the law of England and Wales.