Last updated: 13th July 2023

Please read these Terms & Conditions ("Terms", "Terms & Conditions") carefully before using the https://www.inventoryhive.co.uk/ website and the Inventory Hive mobile application (the "Service") operated by Inventory Hive ("us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service. The ("Intended Purpose") of the service is for the production of paperless property reports, specifically relating to: check-in inventories, inventories, interim visits, check-outs and right to rent compliance reports.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

1. About Us

1.1 Company details. Tenancy Guard Ltd (company number 09405633) (we and us) is a company registered in England and Wales and our registered office is at 1 & 2 Heritage Park, Hayes Way, Cannock, Staffordshire, WS11 7LT, England. Our main trading address is 1 & 2 Heritage Park, Hayes Way, Cannock, Staffordshire, WS11 7LT. Our VAT number is 265 3696 70. We operate the website inventoryhive.co.uk.

1.2 Contacting us. To contact us telephone our customer service team at 0333 358 3638 or e-mail [email protected] How to give us formal notice of any matter under the Contract is set out in clause 16.2.

1.3 Professional indemnity insurance. We maintain European Union professional liability insurance. Our compulsory insurer is Hiscox Underwriting Ltd of 1 Great St. Helen's, London, EC3A 6HX is registered in England no. 02372789. Authorised and regulated by the Financial Conduct Authority, and our policy number is PL-PSC03009273787/07.

2. Our Contract With You

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

2.3 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

3. Placing An Order And Its Acceptance

3.1 Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.

3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (after you have confirmed acceptance of our terms during the automated check-out process) (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.

3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.

3.6 Multiple trial accounts. We reserve the right to refuse a trial for our services if there is evidence of multiple previous trial accounts being created, without reasonable cause.

3.7 Upgrades and Downgrades. You can upgrade from any plan type; however, downgrading can only occur within the same plan type (e.g. Honey to Honey, not Worker to Honey). Also, you can only downgrade if the plan you wish to switch to can cope with the number of properties you already have stored (e.g. you would not be able to downgrade from a Honey 5 plan to a Honey 3 plan if you still have 4 properties in your Honey 5 plan). Any downgrade or upgrade will result in a refund or additional payment (respectively) and this will be prorated to the day you make the plan change and applied to your next subscription payment.

4. Cancelling Your Order And Obtaining A Refund

4.1 You may cancel the Contract if you notify us as set out in clause 4.2. Cancellation of any plans can take place at any time. Cancellations will not be subject to refunds but you will be able to continue to use your account until your next monthly or annual renewal (depending on how you pay for the Services pursuant to clause 7.3) – after which you will only be able to access the billing area of your account. Cancelling your account will result in any report or photo data storage being deleted from our servers (as we have no business purpose in which to keep it).

4.2 To cancel the Contract, you must visit the billing section and follow the cancellation prompts when logged into your account on our website. We will email you to confirm we have received your cancellation.

4.3 For customers who have an annually paid bespoke payment agreement, if the customer wishes to terminate the agreement, a minimum of 60 days’ notice is required prior to the renewal date, without affecting any other right or remedy available to either party, by giving written notice under the provisions of clause 16.

5. Our Services

5.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force. We do not guarantee the accuracy or completeness of any information, including prices, product images or specifications. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

5.2 Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.

5.3 Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.

5.4 Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.

5.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.

5.6 Availability of Services. We do not guarantee that the Services will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Services for business and operational reasons (including but not limited to operating systems updates or security patches). We will try to give you reasonable notice of any suspension or withdrawal. We shall use reasonable endeavours to ensure an annual uptime rate of 97%.

5.7 Support. We provide support to users who encounter issues with the Services. If you require assistance with any aspect of the Services, you will need to submit a request online via our ticketing system for which you will receive a ticket number. We will deal with your request as soon as reasonably practicable. We will not be able to deal with your request without a ticket number. This includes over the telephone.

5.8 Training. We will provide you with initial onboarding training by way of personal screenshare sessions and webinars on how to use the software forming part of the Services, which will be limited to a maximum of:

• 5.8.1 two demonstrations of functionality in relation to Worker Price plan subscriptions; or
• 5.8.2 three demonstrations of functionality in relation to Worker Price plan subscriptions with the add-on ‘Scale & Schedule Tools’.

5.9 Honey Price plan subscriptions will be invited to group webinar training events.

5.10 On-going training beyond the initial setup period will include access to various webinars. The costs of any additional training requested by you will be priced on application and agreed at the appropriate time

5.11 Any additional bespoke training requested by you will be priced as follows:

• 5.11.1 One-hour screen share training session which can be recorded with a transcript provided at your request – £125 + VAT per one-hour session;
• 5.11.2 On-site training – £625 + VAT per day plus hotel accommodation, travel expenses and subsistence as appropriate.

5.12 Additional Branches. Worker plans will automatically come with the ability to separate work in up to 8 branches. Should additional branches be required to be incorporated within your account, this will come at an additional cost to the existing subscription of £50 + VAT per month.

6. Your Obligations

6.1 It is your responsibility to ensure that:

• 6.1.1 the terms of your order are complete and accurate;
• 6.1.2 you co-operate with us in all matters relating to the Services;
• 6.1.3 you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
• 6.1.4 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• 6.1.5 you comply with all applicable laws, including health and safety laws;
• 6.1.6 you keep all of our materials, equipment, documents and other property provided (Our Materials) at your premises in safe custody at your own risk, maintain Our Materials in good condition until returned to us, and not dispose of or use Our Materials other than in accordance with our written instructions or authorisation; and
• 6.1.7 You engage with and follow the appropriate device maintenance and usage guidelines provided within our online support/training services.
• 6.1.8 you are responsible for the correct input of data:
  • (a) in the event of Artificial Intelligence software being incorporated into our Services, it is your responsibility for the verification of the data being input.
  • (b) we will not be liable for incorrect data input into reports created on the software and the correction of such data will fall outside of the terms of service, or we reserve the right to charge a fee in order to intervene, where the data has been entered incorrectly by the User.

6.2 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):

• 6.2.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 14 (Termination);
• 6.2.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
• 6.2.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.

7. Charges

7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.

7.2 The Charges are the prices quoted on our site at the time you submit your order.

7.3 Charges are paid either annually or monthly and will automatically renew at the end of each relevant period.

7.4 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.

7.5 Our 30-day free trial entitles you to access the Service on any payment plan for a period of 30 days. This will give you access to all the features in accordance with the relevant payment plan. There is no requirement to enter any card payment details during a free trial period, unless you wish to upgrade to a monthly or annual subscription. If you create a subscription during a trial period, payment will not be deducted until the trial period expires. A watermark will be displayed across each report until a monthly or annual subscription plan is in place. You may cancel your free trial at any time.

7.6 We take all reasonable care to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 7.9 for what happens if we discover an error in the price of the Services you ordered.

7.7 We reserve the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date in line with the percentage increase in the Consumer Prices Index in the preceding 12-month period and the first such increase shall take effect on the first anniversary of the Commencement Date and shall be based on the latest available figure for the percentage increase in the Consumer Prices Index.

7.8 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.

7.9 It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. If the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.

8. How To Pay

8.1 Payment for the Services is in advance. We will take your first payment upon acceptance of your order and will take subsequent payments monthly or annually in advance, depending on the payment plan you selected in your Order.

8.2 Payment for the Services is typically by debit/credit card. Your designated card will be charged automatically each month/year. In some instances we may be able to arrange payment by way of direct debit (only whereby debit/credit card is unavailable).
If you wish to pay annually in advance, we may also raise a manual invoice for payment by way of bank transfer (Please note: It may take up-to 5 working days for a manual invoice to raised and payment terms are strictly within 30 day of issue).

8.3 We will send you an electronic invoice within 7 days of the beginning of the month following payment. For any failed or cancelled payments, this will lead to account access being denied and loss of data within 90 days (we will inform you of this by email prior to it taking place).

8.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 14 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

8.5 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Complaints

If a problem arises or you are dissatisfied with the Services, please report the matter via our support ticket system at the earliest opportunity. If you are dissatisfied with the resolution provided to you, please request that the ticket it escalated as a complaint. An emailed response will then be provided within 7 days.

10. Intellectual Property Rights

10.1 All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.

10.2 We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You are not permitted to use the deliverables specified in your order in any other way without our prior written consent. You may not sub-licence, assign or otherwise transfer the rights granted in this clause 10.2.

10.3 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.

10.4 The custom branding add-on forms part of all standard licence service intellectual property arrangements. The Services and their original content (excluding content provided by users), features and functionality are and will remain the exclusive property of us. You may not re-sell the use of the licence to a third party.

11. How We May Use Your Personal Information

11.1 We will use any personal information you provide to us to:

• 11.1.1 provide the Services;
• 11.1.2 process your payment for the Services; and
• 11.1.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.

11.2 Further details of how we will process personal information are set out in www.inventoryhive.co.uk/privacy-policy.

12. Limitation Of Liability: Your Attention Is Particularly Drawn To This Clause

12.1 We have obtained insurance cover in respect of our own legal liability for individual claims not exceeding £1,000,000 per claim. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.

12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

• 12.2.1 death or personal injury caused by negligence;
• 12.2.2 fraud or fraudulent misrepresentation; and
• 12.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

12.3 Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

• 12.3.1 loss of profits;
• 12.3.2 loss of sales or business;
• 12.3.3 loss of agreements or contracts;
• 12.3.4 loss of anticipated savings;
• 12.3.5 loss of use or corruption of software, data or information;
• 12.3.6 loss of or damage to goodwill; and
• 12.3.7 any indirect or consequential loss.

12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Charges paid under the Contract.

12.5 We have given commitments as to compliance of the Services with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

12.6 Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of you having grounds to make a claim in respect of the event and shall expire 12 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

12.7 This clause 12 will survive termination of the Contract.

13. Confidentiality

13.1 We each undertake that we will not at any time disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.

13.2 We each may disclose the other's confidential information:

• 13.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
• 13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

14. Termination

14.1 Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:

• 14.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so;
• 14.1.2 you fail to pay any amount due under the Contract on the due date for payment;
• 14.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• 14.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
• 14.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
• 14.1.6 you engage in abusive, aggressive or threatening behaviour towards our staff.

14.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

14.4 Upon the termination of the Contract, in order to comply with Data Protection and GDPR legislation in our capacity as Data Processors, the process of permanent deletion of the data held within the terminated account, will commence after 90 days post-termination of the Contract.

15. Events Outside Our Control

15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

• 15.2.1 we will contact you as soon as reasonably possible to notify you; and
• 15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred by us in performing the Services up to the date of the occurrence of the Event Outside Our Control.

16. Communications Between Us

16.1 When we refer to "in writing" in these Terms, this includes email.

16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

16.3 A notice or other communication is deemed to have been received:

• 16.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
• 16.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
• 16.3.3 if sent by email, at 9.00 am the next working day after transmission.

16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

17. General

17.1 Assignment and transfer.

• 17.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you either in writing or by posting on this webpage if this happens.
• 17.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. We have the right to vary these terms and conditions from time to time on giving you at least 30 days' notice in writing.

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

17.7 Abusive behaviour. Aggressive or abusive behaviour towards any of our staff in verbal or written communications will not be tolerated and we have a zero-tolerance policy in terms of abusive behaviour. We ultimately reserve the right to terminate the Contract under clause 14.1.6.