Agent Terms & Conditions

This Agreement consists of these Terms and Conditions (plus any Schedules) and information held within the Online Account which together form this “Agreement”. If there is any conflict or ambiguity between the Online Account and the Terms and Conditions, the Online Account will take precedence. 

1.1. Definitions: Terms defined in the Online Account shall have the meaning given to them therein. In addition, the following words and expressions shall have the following meanings in this Agent Agreement unless inconsistent with the context: 

“Admin Fee” any fee payable to Flatfair in addition to the Check-In Fee. 

“Agent” as named in the Online Account 

“Agent Contact” the main contact at the Agent set out the Online Account for the purposes of this Agent Agreement. 

“Agent Legislation” all laws, rules, regulations, instruments, orders, direct from legislators or regulators, and industry codes of practice from time to time in force applicable to the Agent’s status as an estate and/or letting agent, including (without limitation) The Redress Schemes for Lettings Agency Work and Property Management Work (Requirement to Belong to a Scheme etc) (England) Order 2014, the Housing Act 2004 (as amended and supplemented by various additional legislation), the Client Money Protection Schemes for Property Agents (Requirement to Belong to a Scheme etc.) Regulations 2019, the Tenant Fees Act 2019 all as updated, supplemented and amended from time to time. 

“Agent TDP Account” the Agent’s account with the relevant TDP, via which Flatfair will register Deposits under the Deposit Service on behalf of the Agent. 

“Agreement” Online Sign Up and these Terms and Conditions. 

“Applicable Laws and Regulations” all applicable laws, regulations, instruments, orders, direct from legislators or regulators, and industry codes of practice from time to time in force. 

“Business Day” any day when banks are open for business in London and which is not a Saturday, Sunday or public or bank holiday in England. 

“Check-in Fee” the non-refundable, one-off fee paid to Flatfair by the Flatfair Tenant in consideration for the engagement of the Flatfair No-Deposit Service (before any discount applicable under this Agent Introducer Agreement) this is currently equivalent to one week’s rent, plus VAT. 

“Commencement Date” the date the Agent accepts this Agreement by creating an Online Account with Flatfair as part of the online sign-up process. 

“Data Protection Legislation” the law of the United Kingdom which relates to the protection of personal data, including without limitation the Data Protection Act 2018 (DPA) and the UK GDPR (which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the DPA. 

“Deposit” means the cash amount payable by a Tenant as security for its performance of its obligations under the relevant tenancy agreement, which is to be registered with the TDP by Flatfair on behalf of the Agent, under the Deposit Service. 

“Deposit Account” Flatfair’s dedicated separate bank account for holding Deposits held with large commercial or central banks and regulated by the Financial Conduct Authority. 

“Deposit Amount” the amount of the Deposit in respect of a Tenant, as notified to Flatfair during the registration process in accordance with clause 2.2 

“Deposit Replacement Schedule” a schedule that may be entered into between Flatfair and a Flatfair Tenant and which is supplemental to a Flatfair Tenancy Agreement. 

“Deposit Service” the services provided by Flatfair under this Agreement for the registration of Deposits with the TDP on behalf of the Agent, as further described in clause 2. 

“Established Charge” the amount of a Proposed Charge that a Flatfair Tenant agrees to pay, fails to dispute (where the No-Deposit Service is engaged), or which an independent adjudicator determines is due in accordance with the Flatfair Tenant Terms and the Flatfair Landlord Terms. 

“Flatfair” Flatfair Limited, with its registered office at 3rd Floor 86-90 Paul Street, London, EC2A 4NE and registered at Companies House with registration number 10487576. 

“Flatfair Agent” the counterparty to this Agreement named in the Online Account. 

“Flatfair Agent Contact” the main contact at the Flatfair Agent named in the Online Account for the purposes of this Agreement. 

“Flatfair Contact” the Agent’s contact at Flatfair for the purposes of this Agreement notified as such by Flatfair to the Agent in writing from time to time. 

“Flatfair Landlord” a landlord who is a party to a Tenancy Agreement where the Flatfair No-Deposit Service has been engaged and who is a party to a Flatfair Landlord Agreement. 

“Flatfair Landlord Agreement” the agreement between: (i) Flatfair; and (ii) a Flatfair Landlord based on the Flatfair Landlord Terms. 

“Flatfair Landlord Terms” Flatfair’s Landlord Terms and Conditions that can be found on the Flatfair Platform as varied by Flatfair from time to time. 

“Flatfair Offer” an offer by Flatfair to the Flatfair Landlord in respect of any Established Charge (as defined in the Flatfair Landlord Terms) accrued but unpaid by the Flatfair Tenant, which may include an offer to purchase an assignment of the Established Charge or offering a debt recovery service. 

“Flatfair Platform” Flatfair’s online platform at www.flatfair.co.uk     (and certain ancillary systems) through which it provides its Services. 

“Flatfair No-Deposit Service” the service provided in consideration for payment of the Check-in Fee by the Flatfair Tenant which, in the event of Tenant Default, may provide protection to the Flatfair Landlord equivalent to the value of up to 10 weeks’ Rent (with protection for Rent Arrears capped at an amount equal to 5 weeks’ Rent). 

“Flatfair No-Deposit Tenancy” a Tenancy Agreement in respect of which the Flatfair No-Deposit Service is engaged. 

“Flatfair Services” the Deposit Service and the Flatfair No-Deposit Service, and any ancillary services provided by Flatfair to the Agent under this Agreement. 

“Flatfair Tenant” a tenant who is a party to a Tenancy Agreement where the Flatfair No-Deposit Service has been engaged and who is a party to a Flatfair Tenant Agreement. 

“Flatfair Tenant Agreement” the agreement between: (i) Flatfair; and (ii) a Flatfair Tenant based on the Flatfair Tenant Terms. 

“Flatfair Tenant Terms” Flatfair’s Tenant Terms and Conditions that can be found on the Flatfair Platform as varied by Flatfair from time to time. 

“Flatfair Terms of Business Addendum” the Addendum to the Flatfair Agent’s legal agreement with all landlords referring to Flatfair’s Services and the division of rights and responsibilities as between the landlord (in the event they become a Flatfair Landlord) and the Flatfair Agent in relation to those Services. 

“Group” in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party. 

“Monthly Data Report” the report prepared by Flatfair each month during the currency of this Agreement setting out the transactions concluded through, and the Referral Fees due to, the Flatfair Agent. 

“No-Deposit Referral Fee” the fee paid to the Flatfair Agent under this Agreement in respect of a new Flatfair No-Deposit Service referred by it to Flatfair. 

“Online Account” the online account opened by the Agent as part of becoming a Flatfair Agent and which includes information specific to the Flatfair Agent. 

“Proposed Charge” payment requested from the Flatfair Tenant by the Flatfair Landlord at the end of the tenancy in respect of a Tenant Default under the Tenancy Agreement. 

“Rent” the rental amount payable by the Tenant in respect of their occupation of the property in respect of which one or more Flatfair Services is engaged, as specified in the Tenancy Agreement. 

“Rent Arrears” one or more rental and/or utilities amounts due under the Tenancy Agreement but unpaid by the Flatfair Tenant on the relevant payment date(s), notwithstanding any definition of rent arrears in any Tenancy Agreement, including an Assured Shorthold Tenancy. 

“Rental Period” Text Boxthe period that the Tenant rents a property from the Landlord, as set out in the Tenancy Agreement excluding any extended period agreed between the Landlord and the Tenant without the knowledge of Flatfair. 

“Service Completion” occurs on delivery of the fully-signed copy of the Prescribed Information to the Tenant and Agent, and marks when the Deposit Service will be deemed completed in respect of that Tenant. 

“TDP” the government-approved tenancy deposit scheme for registration of Tenant Deposits which the Agent has selected for use under this Agreement, as specified in the Online Account . 

“Tenancy Agreement” the written and signed tenancy agreement between the Flatfair Landlord and the Flatfair Tenant in respect of the occupation of a specified property for a specified amount of Rent over a defined period of time. 

“Tenant” a tenant (or as applicable, the several tenants acting together) renting a property from a landlord on behalf of whom the Agent is acting under this Deposit Service Agreement. 

“Tenant Default” is defined in the Flatfair Landlord Terms. 

“Tenant Personal Data” as set out in the Annex to this Agreement. 

“Term” the term of this Agreement from the Commencement Date to the Termination Date. 

“Termination Date” the date this Agreement is terminated in accordance with the termination provisions of this Agreement. 

1.2 Interpretation: Clause, schedule, annex, and paragraph headings shall not affect the interpretation of this Agreement. 

A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted from time to time and includes any subordinate legislation and regulations made under that statute or statutory provision. 

A reference to writing or written includes emails sent to the email addresses set out in the Online Account . Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 

References to clauses are to the clauses of this Agreement unless stated otherwise. 

2.1 Deposit Service: If the Agent wishes to use, and Flatfair agrees to offer, the Deposit Service to the Agent in respect of a Tenant, the provisions of this clause 2 will apply. 

2.2 Tenant Registration: The Agent shall enter the details of the relevant Tenants into the Flatfair Platform (including contact details, rent amount and the Deposit Amount). The Agent will not input a Deposit Amount that is higher than the amount permitted under Agent Legislation. After the relevant Tenant details have been submitted by the Agent, Flatfair will contact the Tenants using the contact details provided by the Agent to invite the Tenants to register on the Flatfair Platform. 

2.3 Deposit Collection: Once the Tenant has registered on the Flatfair Platform, Flatfair will use reasonable efforts to collect the Deposit Amount from the Tenant on behalf of the Agent and, upon receipt, will hold the Deposit Amount in the Deposit Account for the benefit of the Tenant. Flatfair will not be responsible for any failure to provide the Deposit Service arising out of the Tenant’s failure to pay the Deposit Amount to Flatfair. 

2.4 Deposit Registration: Once the full Deposit Amount has been transferred to Flatfair by the Tenant, Flatfair will notify the Agent, and promptly register the Deposit with the nominated TDP via the Agent TDP Account. Following registration, Flatfair will promptly transfer the Deposit Amount to the relevant TDP on behalf of the Agent. Flatfair will aim to do this as soon as reasonably practicable within funds clearing into the Deposit Account, usually within 30 days of receipt of the Deposit Amount.  In the event that either (i) the Deposit no longer needs to be registered (prior to Flatfair registering it); or (ii) Flatfair is unable to register the Deposit, for any reason, Flatfair will make reasonable efforts to return the Deposit to the Tenant and will inform the Agent of the same, less any fees of Flatfair. 

2.5 Prescribed Information: Once the TDP has confirmed that the Deposit Amount has reached its bank account and has made the Prescribed Information available to Flatfair via the Agent TDP Account, Flatfair will download the Prescribed Information and send it to the Agent via email. The Agent will promptly sign and return the Prescribed Information to Flatfair. On receipt of the Agent-signed copy of the Prescribed Information, Flatfair will send the Agent-signed copy of the Prescribed Information to the Tenant, on behalf of the Agent. Flatfair will use reasonable efforts to obtain the Tenant’s countersignature of the Agent-signed Prescribed Information. Once the Tenant has countersigned the Prescribed Information, Flatfair will promptly email the Agent and the Tenant a fully signed copy of the Prescribed Information.  

2.6 Failure by Agent or Tenant to perform: Flatfair will use its reasonable endeavours to ensure that Service Completion occurs within any deadlines prescribed by the TDP and/or Agent Legislation by sending regular reminders to both the Agent and the Tenant to complete the required actions set out in clause 2.5 above, however Flatfair shall have no liability arising from any failure by the Agent to comply with its obligations under this clause 2, or from any failure by a Tenant or the TDP to take any action required for Flatfair to perform the Deposit Service (including but not limited to paying the Deposit Amount to Flatfair or countersigning the Prescribed Information). The Agent will indemnify Flatfair for any losses or, damages suffered by flatfair arising directly out of any such failures by the Agent or the TDP; and any reasonable costs (including legal fees) and expenses suffered by Flatfair arising out of or in connection with any such failures by the Agent or the TDP. Flatfair will inform the Agent promptly where a Tenant has failed to perform a required action under this clause 2. 

2.7 Service Completion: Flatfair shall have no other obligations in respect of the relevant Tenant and/or Deposit once Service Completion has been achieved. 

3.1 No-Deposit Service: If the Agent wishes to use, and Flatfair agrees to offer, the No-Deposit Service to the Agent in respect of a Tenant, the provisions of this clause 3 will apply. 

3.2 No-Obligation: The Agent must, and must ensure that ensure that prospective Flatfair Landlords do not make using the Flatfair No-Deposit Service a condition for securing a tenancy for a rental property; 

3.3 Tenant Registration: The Agent shall enter the details of the relevant Tenants into the Flatfair Platform (including contact details, rent amount). After the relevant Tenant details have been submitted by the Agent, Flatfair will contact the Tenants using the contact details provided by the Agent to invite the Tenants to register on the Flatfair Platform. 

3.4 Restrictions on Use of No-Deposit Service: The Agent must not knowingly refer any tenant to Flatfair for the purposes of engaging the Flatfair No-Deposit Service (either at the beginning of a tenancy or by way of conversion of a traditional deposit partway through a tenancy) where that tenant has previously failed to pay rent or any other amount due under the Tenancy Agreement on time or where a previous tenancy agreement for that tenant has been extended for either of these reasons; 

3.5 Verification: Flatfair may undertake an internal verification process in respect of the information submitted by the Agent to ensure the Flatfair No-Deposit Service is suitable.  

3.6 Landlord Terms: the Agent must use ensure that the Landlord accepts the Flatfair Landlord Terms. 

3.7 Deposit Replacement Schedule: the Agent must use best endeavours to ensure that the tenant signs a Deposit Replacement Schedule and Flatfair Tenant Terms. 

3.8 Check-In Fee and Admin Fee: once the Tenant has signed the Deposit Replacement Schedule and the Flatfair Tenant Terms, they will be sent a request to pay a non-refundable Check-In Fee and Admin Fee (if applicable). The Agent must ensure that the Flatfair Tenant pays the Check-In Fee and any additional fees directly to Flatfair. 

4.1 Flatfair may make available to the Flatfair Agent from time to time referencing services carried out by third parties in relation to prospective Flatfair Tenants. 

4.2 Flatfair does not warrant the accuracy of any data supplied to the Flatfair Agent, the validity of any advice or opinion contained in any third party referencing service provided, or the timeliness of delivery of any third party referencing service. The Flatfair Agent agrees that Flatfair shall not be liable for any loss or damage arising out of the provision of a third party referencing service, including (but not limited to) any loss or damage arising out of any error or omission contained in any third party referencing service, any credit data or any credit report provided by a third party referencing service or the late delivery of any third party referencing service. 

5.1 The Agent shall: 

5.1.1 perform all of its obligations under this Agreement promptly; 

5.1.2 not, without Flatfair’s prior written consent, make or give any representations, warranties or other promises concerning Flatfair’s Services which are not contained in Flatfair’s terms and conditions as amended from time to time. In particular, the Flatfair Agent shall not advertise the Flatfair Services as insurance or as providing any contractual guarantee of payment to Flatfair Landlords;  

5.1.3 obtain a prospective Flatfair Tenant’s consent to being introduced to Flatfair, being contacted by Flatfair in order to set up and thereafter administer the Flatfair Services and to having any referencing results and any other relevant associated documents shared with Flatfair for these purposes; 

5.1.4 use reasonable commercial efforts to offer the Flatfair No-Deposit Service to all landlords and tenants across all lettings branches from the date of this Agreement; 

5.1.5 offer the Flatfair Services strictly in accordance with Flatfair guidance and using Flatfair copy; 

5.1.6 ensure that the Flatfair Agent’s own legal agreement with all landlords incorporates the Flatfair Terms of Business Addendum (or terms equivalent to those set out in the Flatfair Terms of Business Addendum), which Flatfair may update or amend from time to time; 

5.1.7 ensure that prospective Flatfair Landlords duly enter into the relevant Flatfair Landlord Agreement in accordance with the Flatfair Landlord Terms; 

5.1.8 ensure that, where it is signing up to a Flatfair Service on behalf of the Flatfair Landlord or accepting the terms of any Flatfair Offer on behalf of a Flatfair Landlord, it is familiar with, and adheres in full to, the Flatfair Landlord Terms / terms of any Flatfair Offer; 

5.1.9 ensure that, if at any time during the currency of a Flatfair Service it ceases to act for the Flatfair Landlord, the Flatfair Landlord is provided with access to the Platform, the correct set of Flatfair Landlord Terms and any other documentation with which the Flatfair Agent was provided on behalf of the Flatfair Landlord in respect of the Service; 

5.1.10 display at least one item of Flatfair marketing material in each physical branch window (if applicable); 

5.1.11 maintain an adequate supply of Flatfair marketing brochures in each branch; and 

5.1.12 use only materials either provided by Flatfair or approved by Flatfair in writing in advance to market or promote the Flatfair Services. 

5.2 Where the Flatfair Agent enters into any agreement on the Flatfair Landlords’ behalf, the Flatfair Agent warrants that it is authorised to do so. 

5.3 Compliance: The Agent shall at all times during the Term: 

5.3.1 act with integrity, due skill, care and diligence; and 

5.3.2 comply with the Applicable Laws and Regulations, including the Agent Legislation, financial crime and consumer protection. 

5.4 Flatfair Platform: The Agent shall: 

5.4.1 ensure that all users and potential users of the Flatfair Platform undertake any training mandated by Flatfair from time to time, which may take place online; 

5.4.2 review, on an ongoing basis, access permissions to the Platform and ensure that only users or properly authorised by the Agent and involved in the engagement of Flatfair  Services on behalf of the Agent shall have access to the Platform and Flatfair shall have no liability to the Agent, or any other third party, for any claims, costs or damages arising from use or misuse of the Platform by or on behalf of the Flatfair Agent and the Flatfair Agent shall fully indemnify Flatfair against any and all damages, claims and costs incurred by Flatfair in respect of such allegations or claims. 

5.5 General: The Agent shall: 

5.5.1 at all times act in good faith towards Flatfair; 

5.5.2 at all times ensure that it complies with the reasonable requirements of Flatfair relating to the operation of the Flatfair Services; 

5.5.3 provide Flatfair with all relevant information that Flatfair requires to provide the Flatfair Services including: 

5.5.3.1 Flatfair Tenant referencing results within 7 days of Flatfair’s request; 

5.5.3.2. details of any insurance or other policy in place in respect of the Tenancy Agreement or the Flatfair Landlord’s property of which the Flatfair Agent is aware within 14 days of the commencement of such policy or the Flatfair Agent’s knowledge of the existence of any such policy (whichever occurs sooner); 

5.5.3.3 on Flatfair’s request, results of the mid-term inspection required of Flatfair Landlords under the Flatfair Landlord Terms of which the Flatfair Agent is aware; 

5.5.3.4 early termination of the Tenancy Agreement for any reason of which the Flatfair Agent is aware within 30 days of such termination; 

5.5.3.5 extension of the Tenancy Agreement of which the Flatfair Agent is aware within 14 days of such extension. 

5.5.4 ensure that the Flatfair Agent Contact oversees the Flatfair Agent’s obligations under this Agent Introducer Agreement and is contactable by Flatfair on reasonable notice.  

7.1 No-Deposit Referral Fees: Subject to clauses 7.3 to 7.5, Flatfair will pay the No-Deposit Referral Fee to the Flatfair Agent in respect of each Flatfair No-Deposit Service engaged by the Flatfair Agent. The No-Deposit Referral Fee is calculated as a percentage of the Check-in Fee paid by the Flatfair Tenant. The No-Deposit Referral Fee applicable under this Agreement is set out in the Online Account. 

7.2 Maximum No-Deposit Referral Fees: Flatfair will only ever pay one No-Deposit Referral Fee per Flatfair Service engaged in accordance with this Agreement and will not pay the same No-Deposit Referral Fee to more than one Flatfair Agent.  

7.3 Periodic Reviews: Flatfair may review the No-Deposit Referral Fees payable to the Flatfair Agent under this Agreement on a periodic basis (at least once annually) and reserves the right to amend the No-Deposit Referral Fees set out in the Online Account. 

7.4 Claw-back: Flatfair reserves the right to claw back any No-Deposit Referral Fees paid to the Flatfair Agent under this Agreement in the event it is required for any reason to return the Check-in Fee to the Flatfair Tenant. 

8.1 Monthly Data Report: Flatfair will compile a Monthly Data Report within 14 days after the end of each calendar month. Except in the case of manifest error, Flatfair shall pay Referral Fees on the basis of the figures set out in the Monthly Data Report. The Flatfair Agent may request a copy of any Monthly Data Report from Flatfair at any time, and Flatfair will, on request, deliver the Monthly Data Report to the Flatfair Agent on a monthly basis. 

8.2 Invoicing: 

8.2.1 The Flatfair Agent agrees: 

8.2.1.1 that Flatfair will issue invoices in the name of the Agent, payable by Flatfair, for all Referral Fees due and payable by Flatfair to the Flatfair Agent until the Termination Date; 

8.2.1.2 to accept invoices raised by Flatfair on the Flatfair Agent’s behalf until the Termination Date; 

8.2.1.3 not to raise sales invoices for the transactions covered by this Agreement; and 

to notify Flatfair immediately if it: 

(A) changes its VAT registration number; 

(B) ceases to be VAT registered; or 

(C) sells its business or part of its business. 

8.2.2 Flatfair agrees: 

8.2.2.1 To issue invoices in accordance with this clause 8; and 

8.2.2.2 to inform the Flatfair Agent if the issuing of invoices will be outsourced to a third party. 

8.3 Payment: Payments due under this Agent Introducer Agreement that are not the subject of a bona fide dispute shall be made monthly in arrears to the bank account nominated in writing by the Flatfair Agent within 30 days after the Flatfair Agent’s receipt of the invoice. 

8.4 Sales Tax: All amounts set out in this Agreement are exclusive of VAT and any applicable sales tax which shall, where applicable, be payable by a party in accordance with clause 8.3 above, subject to the provision of a valid invoice for the same. 

8.5 Set Off: Flatfair may at any time, without limiting any of its other rights or remedies, set off any liability of the Flatfair Agent or any Flatfair Landlord to Flatfair against any liability of Flatfair to the Flatfair Agent.

9.1 Agent Legislation: The parties agree that Flatfair is not, and shall not be acting as, a letting or estate agent for the purposes of the Agent Legislation. The Agent shall be solely liable for its compliance with the Agent Legislation, and Flatfair’s responsibility under this Agreement is limited to providing the Flatfair Services on the terms of this Agreement. Flatfair does not guarantee, or in any way assume any, and (subject to clause 17.3) excludes all liability for the Agent’s compliance with any Agent Legislation, other than for Flatfair’s performance of its obligations under this Agreement. 

9.2 Handling of Deposits: All Deposit Amounts will be kept separate from Flatfair’s funds when held in the Deposit Account, and as such will not be accessible by any creditor of Flatfair. 

9.3 Agent TDP Account: The Agent authorises Flatfair to access the Agent TDP Account on behalf of the Agent solely in order to provide the Flatfair Services. The Agent agrees that Flatfair is acting as on behalf of the Agent in this regard, and is not a party to, or responsible for any acts or omissions arising out of or in connection with, the Agent’s agreement with the TDP. For the avoidance of doubt, Flatfair will have no involvement in, or responsibility for, the return of any Deposit to the Agent, any Tenant, or any other third party, or for any disputes in relation to the Deposit. The Agent agrees to liaise directly with the TDP in respect of such matters. 

10.1 The Agent shall, on request from Flatfair, provide such information and records as may reasonably be required in order to: 

10.1.1 identify suspected fraud; 

10.1.2 verify the Agent's compliance with the terms and conditions of this Agreement; and 

10.1.3 verify that the Flatfair Services are being provided in accordance with this Agreement. 

11.1 This Agreement shall commence on the Commencement Date and shall continue in force until terminated in accordance with this clause 11. 

11.2 Either party may terminate this Agreement by giving 30 days notice in writing to the other party. 

11.3 Either party may terminate this Agreement immediately by written notice in the following circumstances: 

11.3.1 any fraud, illegality, dishonesty or breach by the other party; or 

11.3.2 any other material breach of this Agreement that is irremediable or (if remediable) is not remedied within 30 days of written notice requiring the breaching party to do so. 

11.4 Flatfair shall also be entitled to terminate without notice any Flatfair No-Deposit Service engaged by the Flatfair Agent in the following circumstances: 

A) where that Service is connected with any breach referred to in clause 11.3.1; or 

B) in the event of a breach by the Flatfair Agent of clause 11.3.2. 

11.5 On termination of this Agreement (howsoever arising): 

11.5.1 Flatfair will complete the Deposit Service in respect of any Tenant from whom Flatfair has received a payment of the relevant Deposit Amount; 

11.5.2 Flatfair will not accept any further Tenants for the Deposit Service on behalf of the Agent; 

11.5.3 once all live Deposit Services under clause 11.5.1 have been completed, Flatfair will terminate all Flatfair Services, including any access to the Flatfair Platform, provided under this Deposit Service Agreement; 

11.5.4 in addition to the completion of the Flatfair Services under clauses 11.5.1 to 11.5.3 above, any clause which is expressly stated in this Deposit Service Agreement as continuing in force or which is implicitly required or intended by this Deposit Service Agreement to continue in force, will continue in force following its termination; 

11.5.5 the Flatfair Agent’s entitlement to be paid any further Referral Fees will immediately cease; 

11.5.6 no rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination will be affected; and 

11.5.7 subject to the completion of the Flatfair Services under clauses 11.5.1 to 11.5.3: 

i) all licenses and benefits granted under this Deposit Service Agreement shall immediately terminate; and 

ii) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party. 

11.6 Following termination of this Agreement, each party will provide the other with such reasonable degree of assistance as is reasonably required to enable the parties to affect an orderly termination of this Agreement and not prejudice the interests of Flatfair Tenants and/or Flatfair Landlords or for the Flatfair Services to continue to be provided to such persons. 

11.7 Following termination of this Agreement, neither party shall do anything to damage the reputation or business of the other, save that this clause 11.7 shall not prevent either party issuing legal proceedings against the other. 

12.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing, addressed to the Flatfair Contact or Agent Contact (as appropriate) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email. 

12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Part A; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission provided that no notice of non-delivery is received. 

13.1 For the purposes of this Agreement, “Confidential Information” means all confidential information (however recorded or preserved) disclosed by a party or its representatives to the other party and that party's representatives whether before or after the date of this Agreement in connection with the Agreement, including but not limited to: 

13.1.1 the existence and terms of this Agreement or any agreement entered into in connection with this agreement; 

13.1.2 any information that would be regarded as confidential by a reasonable business person relating to: 

13.1.2.1 the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); and 

13.1.2.2 the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or of any member of the group of companies to which the disclosing party belongs); 

13.1.2.3 any information developed by the parties in the course of carrying out this agreement. 

13.2 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted by clause 13.3. 

13.3 Each party may disclose the other party's Confidential Information: 

13.3.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Deposit Service Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 13; and 

13.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

13.3.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement. 

14.1 Flatfair grants the Agent a limited, non-exclusive, non-transferable license to: 

14.1.1 use, display and copy Flatfair’s logos, name and trade or service marks in the Agent’s place of business and on the Agent’s website; and 

14.1.2 use the Flatfair Platform and any technical interface provided by Flatfair to the Agent for the purposes of the provision of the Flatfair Services, to the extent required for the purposes of performing its obligations under this Agreement. 

14.2 All goodwill arising from the Agent’s use of Flatfair’s logos, name and trade or service marks, and any other intellectual property, will be for Flatfair’s benefit and will belong to Flatfair. 

14.3 The Agent grants Flatfair a worldwide, royalty free and sub-licensable licence to use any of the Agent’s intellectual property rights solely for the purpose of Flatfair promoting and delivering the Flatfair Services. 

15.1 In this clause 15 “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data” and “Processing” shall bear the respective meanings given to them under the Data Protection Legislation (and “Process” shall be construed accordingly). 

15.2 In addition to complying with the obligations of confidentiality under this Deposit Service Agreement each party shall: 

15.2.1 obtain and maintain all appropriate registrations and consents under the Data Protection Legislation in order to allow that party to perform its obligations under this Agreement; 

15.2.2 process all personal data in accordance with the Data Protection Legislation; and 

15.2.3 make sure that no act or omission by that party, its employees, contractors or agents results in a breach of the obligations of either party under the Data Protection Legislation. 

15.3 The parties acknowledge that, in respect of the Deposit Service, the Agent is the Data Controller of the Tenant Personal Data and Flatfair is the Data Processor of the Tenant Personal Data under this Agreement. 

15.4 The Agent hereby provides its prior, general authorisation for Flatfair to: 

15.4.1 appoint sub-processors to process the Tenant Personal Data, provided that Flatfair: 

i) shall ensure any sub-processors will comply with applicable Data Protection Legislation, and will comply with terms that are materially similar to those imposed on Flatfair in clause 15.4, including only acting on the instructions of the Agent; 

ii) shall remain responsible for the acts and omissions of any such sub-processor as if they were the acts and omissions of Flatfair; and 

iii) where it intends to add or replace a sub-processor, gives the Agent the opportunity to object to such changes. Where the Agent objects to the changes and cannot demonstrate, in Flatfair’s reasonable opinion, that the objection is due to an actual or likely breach of applicable Data Protection Legislation, the Agent shall indemnify Flatfair for any losses, damages, costs (including legal fees) and expenses suffered by Flatfair in accommodating the objection; 

15.4.2 transfer Tenant Personal Data outside of the UK or European Economic Area as required to provide the Deposit Service under this Deposit Service Agreement, provided that Flatfair shall ensure that all such transfers are made in accordance with applicable Data Protection Legislation. For these purposes, the Agent shall promptly comply with any reasonable request of Flatfair, including any request to enter into standard data protection clauses adopted by the UK Information Commissioner. 

15.5 A party to whom personal data is provided or disclosed (“Processing Party”) by the other party (“Disclosing Party”) will, to the extent that it processes such personal data on behalf of the Disclosing Party: 

15.5.1 only process that personal data in accordance with the written instructions of the Disclosing Party (which, where Flatfair is the Processing Party, will include the instructions in the Annex attached to this Agreement) or as required by the Applicable Laws and Regulations to the processing of such Personal Data), in which case the Processing Party shall promptly notify the Disclosing Party of this before performing such processing; 

15.5.2 shall immediately inform the Disclosing Party if, in the Processing Party’s reasonable opinion, the Disclosing Party’s written instructions infringes any Applicable Laws and Regulations; 

15.5.3 shall not appoint any third party processor of Personal Data without the prior written consent of the of the Disclosing Party and if such consent is obtained shall enter into a written agreement with the sub-processor incorporating terms which are substantially similar and no less onerous than those set out in this clause 15; 

15.5.4 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; 

15.5.5 not transfer any Personal Data outside of the European Economic Area unless with the prior written consent of the Disclosing Party; 

15.5.6 assist the Disclosing Party, at the Disclosing Party’s cost, in responding to any request from a Data Subject and in ensuring compliance with the Disclosing Party’s obligations under the Applicable Laws and Regulations with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 

15.5.7 notify the Disclosing Party without undue delay on becoming aware of a Personal Data Breach; 

15.5.8 at the written direction of the Disclosing Party, delete or return Personal Data and copies thereof to the Disclosing Party on termination of this Agreement unless required by the Applicable Laws and Regulations to store the Personal Data; 

15.5.9 maintain complete and accurate records and information to demonstrate its compliance with this clause 15; 

15.5.10 have in place and shall maintain appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data. 

15.6 To the extent that the Agent collects and passes Personal Data to Flatfair pursuant to this Agreement, it represents, warrants and undertakes that: 

15.6.1 it has provided all necessary notices to the Data Subjects and has either obtained appropriate consent from all such Data Subjects to pass their Personal Data to Flatfair or has another legal basis for passing such data to Flatfair for the purposes for which Flatfair intends to use it; and 

15.6.2 such Personal Data is accurate and up to date. 

17.1 Neither party accepts any liability under or in relation to this Agreement or its subject matter (whether such liability arises due to negligence, breach of contract, under any bailment, misrepresentation or for any other reason) for any loss of profits, business or anticipated savings or for any indirect or consequential loss or damage. 

17.2 Subject to clause 17.3, Flatfair’s maximum liability (whether such liability arises due to negligence, breach of contract, under any bailment, misrepresentation or for any other reason): 

17.2.1 in respect of a failure by Flatfair to register or deposit a Deposit with the TDS or to provide the Prescribed Information in accordance with clause 2.5 (and subject to clause 2.6), shall not exceed the Deposit Amount of the Deposit to which the failure relates; and 

17.2.2 in respect of all other claims arising under or in connection with this Agreement or its subject matter, shall not exceed the total or Referral Fees paid by the Agent under this Agreement and to which the claim relates, subject to a maximum aggregate liability of £10,000 (ten thousand pounds). 

17.3 Nothing in this Deposit Service Agreement excludes or limits the liability of either party for death or personal injury caused by its negligence or the negligence of its employees or agents, for fraud or fraudulent misrepresentation or for any other liability that cannot be lawfully excluded. 

17.4 The Flatfair Agent shall indemnify and hold Flatfair harmless in respect of any costs, claims, losses or other liabilities incurred by Flatfair in connection with any claim against Flatfair by any third party arising from a breach by the Flatfair Agent of clauses 2 and 3, above. 

18.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 

18.2 This Agreement is non-exclusive and does not prevent or restrict Flatfair from entering into similar or different agreements with third parties. 

18.3 The Agent agrees that Flatfair may amend the terms and conditions of this Agreement at any time. The amendment will take effect upon Flatfair notifying the Agent in accordance with clause 11. 

18.4 Any party appointing an agent or sub-contractor shall remain responsible for obligations that are performed by such agents or sub-contractors (and for the acts or omissions of such agents and sub-contractors) as if they were acts or omissions of that party. 

18.5 Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. 

18.6 Unless it expressly states otherwise, the Deposit Service Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Deposit Service Agreement. 

18.7 Flatfair shall not be liable to the Agent for any failure to comply with its obligations under this Agreement to the extent such a failure is caused by circumstances beyond Flatfair’s reasonable control. 

18.8 Except as expressly provided under this Agreement, the rights and remedies contained in this Agreement are cumulative and are not exclusive of any other rights or remedies provided by law or otherwise. 

18.9 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. 

18.10 Neither party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement (or purport to do so) without the other party's prior written consent. 

18.11 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 18.11 shall not affect the validity and enforceability of the rest of this Agreement. 

18.12 In the event of any dispute arising between the parties in connection with this Agreement, which cannot be settled by negotiation in good faith, then before either party issues a claim against the other, the parties will seek to resolve the dispute through good faith discussions between the managing directors of each party and thereafter by mediation. Nothing in this clause 18.12 shall prevent any party seeking a preliminary injunction or other judicial relief at any time if, in its judgement, such an action is necessary to prevent irreparable damage. 

18.13 This Agreement shall be governed by and construed in accordance with English law and the Courts of England and Wales shall have exclusive jurisdiction to determine any disputes which may arise out of, under, or in connection with this Agreement. 

This annex forms part of the Agents’ instructions, directing Flatfair on the scope, nature, and purpose when Processing Tenant Personal Data on behalf of the Agent. These instructions may be amended in writing from time to time. 

  
1. Scope of processing 
Flatfair shall process personal data hereunder exclusively for the provision of the Deposit Service within the scope of the Agreement.

2. Purpose of processing 
Flatfair shall process Tenant Personal Data only for the purpose of providing the Service to the Agent, which will include the actions set out in the Agreement. 

3. Categories of Data Subjects
Tenants.
  
4. Types of personal data
Name, email address, address, phone number. 

5. Processing Activities
Collection; storage; accessing, sharing, reading or consultation; erasure or destruction. 

6. Duration of Processing
Personal Data shall not be processed for a period longer than is necessary for serving its purpose. Processing shall cease upon the termination or expiry of the Deposit Service Agreement unless still required in connection with the purpose(s) for which it was collected. 

7. Processing Location 
Processing takes place in the following country/countries: United Kingdom. Flatfair’s sub-processors may be based outside the UK (e.g. in the US) but Tenant Personal Data will be stored on servers in the UK.