Whatstorage.co.uk Client Terms of Service
These Client Terms of Service (this “Agreement”) explain the contractual agreement between Whatstorage.co.uk, located at 1105 Christchurch Road, Bournemouth, BH7 6BQ, and you, a self-storage facility owner or operator (“Client”). This Agreement is made to be effective as of the date accepted by Whatstorage.co.uk (the “Effective Date”) following your electronic acceptance of the Agreement via the Whatstorage.co.uk website. This Agreement governs the terms and conditions pursuant to which Whatstorage.co.uk will provide you with access to certain Whatstorage.co.uk’s proprietary services described in Section 1 below (each, a “Service” and collectively, the “Services”). In consideration of the mutual promises contained herein, the parties agree as follows:
By your electronic acknowledgement of this Agreement, you, on behalf of yourself and, if applicable, your organization, accept the terms and conditions of this Agreement and are representing and warranting that you can legally enter into this Agreement and satisfy all of the requirements hereunder. If you have any questions about this Agreement, please call us at 07920 180241 or email us at firstname.lastname@example.org.
Whatstorage.co.uk is a self-storage directory / comparison website which allows users to find and compare self storage units in their area.
2.1 Provision of Services. Subject to the terms and conditions of this Agreement, including without limitation payment of the applicable fees, if any, specific to a Service, Whatstorage.co.uk will provide Client with access to the Service(s) as specified in the applicable Supplemental Terms. Client may use the Service(s) solely for its/their intended purpose in accordance with this Agreement and any Supplemental Terms.
2.2 Client Assistance. Client shall provide Whatstorage.co.uk with all information and assistance as reasonably required for Whatstorage.co.uk to activate and operate the Service(s) for Client pursuant to this Agreement. Client grants Whatstrorage.co.uk all rights or licenses necessary for Whatstorage.co.uk to use such information in connection with the provision of the Service(s).
2.3 Customer Reviews. In connection with the Service, client’s customers may submit reviews of Client facilities via Whatstorage.co.uk’s website, by survey or otherwise. Client acknowledges Whatstorage.co.uk’s right to publish reviews concerning Client’s facilities and that reviews submitted to Whatstorage.co.uk and posted on its website reflect the opinions and beliefs of the individual reviewers and not of Whatstorage.co.uk or any of its affiliates, officers, directors or employees. Whatstorage.co.uk is not responsible and assumes no liability for any reviews, or for any loss or damage related to such reviews. Client may not review Client facilities or any competing facilities. Whatstorage.co.uk will not necessarily delete valid, negative reviews of any facility or monitor the reviews or related responses, though it reserves the right to do so. Client may post one response to each customer review of its facilities.
Whatstorage.co.uk encourages Client to respond to any negative reviews and identify how it intends to rectify the customers’ concerns. If Client believes a review of a Client facility is fraudulent, Client should contact Whatstorage.co.uk at email@example.com. If after reviewing the information provided by Client regarding the potentially fraudulent review, Whatstorage.co.uk may, but is not required to, remove the review from its website.
- Client Obligations
3.1 Rights Regarding Site(s). Client certifies that it owns or has all necessary rights to control the website(s), if any, that is/are integrated with or linked with the Service(s) (the “Client Site(s)”), and that to the extent required and applicable, Client has all rights necessary to integrate the Service(s) with the Client Site, to administer the Service, and to fulfill its obligations under this Agreement.
4.1 Fees. Client shall pay Whatstorage.co.uk the fees, if any, set forth in the Supplemental Terms accepted by Client. All fees are non-refundable, provided that if any Service that is for a specified term is terminated by Whatstorage.co.uk pursuant to Section 7.2.1, then Whatstorage.co.uk shall refund a pro-rated portion of any pre-paid subscription fee.
4.2 Invoicing. Whatstorage.co.uk may invoice Client for any applicable fees incurred by the Client from time to time in connection with the Service(s). Unless otherwise specified in the applicable Supplemental Terms, all fees are due and payable within thirty (30) days of receipt by Client of the Whatstorage.co.uk invoice. All fees are exclusive of applicable sales, excise, or use taxes, which shall be the sole responsibility of Client.
4.3 Late Payments. If payment is not made by Client within thirty (30) days after the invoice date, Whatstorage.co.uk may charge Client a late fee on the unpaid balance at the lesser of one-and-a-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly. Whatstorage.co.uk may also charge Client for all expenses of collection. Should Client not pay amounts when due, Whatstorage.co.uk may (at its discretion and in addition to other remedies it may have) deactivate the Service(s).
- Proprietary Rights
5.1 Ownership of the Service. Whatstorage.co.uk shall own all right, title, and interest in and to the Service, including all modifications, improvements, upgrades, and derivative works related thereto and all intellectual property rights therein. Client agrees to assign all right, title, and interest it may have in the foregoing to Whatstorage.co.uk. If Client provides or creates feedback in connection with the Service(s) (“Feedback”), Client hereby assigns all of its right, title, and interest in and to such Feedback to Whatstorage.co.uk. To the extent that the foregoing assignment is ineffective for whatever reason, Client hereby grants to Whatstorage.co.uk a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and otherwise exploit such Feedback without restriction.
5.2 Restrictions. Client shall not, and shall not authorize any third party to (i) modify, adapt, reverse engineer, disassemble, de-compile or otherwise derive source code from the Service; (ii) create derivative works based on the Service; (iii) transfer the Service or any part thereof to any third party without Whatstorage.co.uk’s prior written consent, or (iv) use the software that embodies the Service other than as intended and directed by Whatstorage.co.uk in connection with the integration thereof with the Client Site. Client shall not remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices or proprietary mark placed or embedded by Whatstorage.co.uk on or in the Service.
5.3 Data Ownership. Whatstorage.co.uk shall own all right, title, and interest in and to any data that is collected by Whatstorage.co.uk from Client or provided by Client or consumers in connection with Client’s use of the Service (“Data”). Whatstorage.co.uk, at its discretion, may distribute this data to other sites, forums, aggregators, or other 3rd parties for the purpose of promoting Client facilities either individually or in aggregate, pursuant to providing the agreed Service to Client. Data that is published to the Internet on behalf of Client to effect the Service is considered publicly available and not bound by any confidentiality provisions. This includes but is not limited to facility information, unit pricing, unit availability, photos, consumer reviews, and consumer survey responses.
- Warranty and Limitations of Liability
6.1 Warranty Disclaimer. SERVICE(S) ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WHATSTORAGE.CO.UK DISCLAIMS ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL, OR WRITTEN) WITH RESPECT THERETO AND WITH RESPECT TO ANY SUPPORT RELATED THERETO, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING.
6.2 Disclaimer of Consequential Damages. IN NO EVENT WILL WHATSTORAGE.CO.UK BE LIABLE TO USER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT WHATSTORAGE.CO.UK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
6.3 Maximum Liability. IN NO EVENT SHALL WHATSTORAGE.CO.UK’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE TERMINATION HEREOF, AND/OR PROVISION OF THE SERVICE EXCEED THE AMOUNTS PAID BY CLIENT TO WHATSTORAGE.CO.UK FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
6.4 Reasonable Allocation of Risk. The parties understand and agree that the limitations of liability set forth in this Section are a reasonable allocation of risk between the parties, and, absent such allocation, Whatstorage.co.uk would not be able to charge the prices it is charges for the Service. The limitations of liability set forth in this Agreement shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.
- Term of Agreement
7.1 Term. This Agreement will commence on the Effective Date and will continue for until terminated in accordance herewith. Any term specified on any Supplemental Terms shall, unless a party notifies the other in writing not less than sixty (60) days prior to the end of the then current applicable term, automatically renew for successive terms.
7.2.1 Convenience. Whatstorage.co.uk may terminate this Agreement and/or any Supplemental Terms at any time, effective immediately upon providing notice to Client.
7.2.2 For Breach. In addition, Whatstorage.co.uk may terminate this Agreement and/or any Supplemental Terms if Client is in breach of any term or condition set forth herein or therein, and such breach is not cured in the ten (10) day period following Whatstorage.co.uk giving notice of such breach.
7.3 Survival of Certain Terms. Notwithstanding any termination of this Agreement, the following provisions shall survive: Sections 4-6, 7.3, and 8, and any Supplemental Terms identified as provisions that shall survive the termination hereof. All other rights, obligations, and licenses set forth herein shall cease upon termination of this Agreement for any reason.
- General Provisions
8.1 Compliance with Laws. Client shall comply with all applicable laws, rules, treaties, and regulations in its performance of this Agreement. Client shall hold harmless and defend Whatstorage.co.uk from any claim, action, suit or demand against Whatstorage.co.uk arising from Client’s failure to comply with this paragraph and shall indemnify Whatstorage.co.uk for any and all damages, liabilities, costs and expenses related thereto.
8.2 Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the law of the United Kingdom and thus shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Each party hereto expressly consents to the personal jurisdiction and venue of such courts.
8.3 Notices. Unless otherwise specified, any notice required or permitted by this Agreement will be in writing and will be sent by registered or certified mail or email at (i) the address shown at the beginning of this Agreement (in the case of Whatstorage.co.uk), (ii) the address or email address provided to Whatstorage.co.uk in connection with Client’s registration for the Service(s), (in the case of Client), or (iii) such other address for which such party gives notice hereunder. Such notice will be deemed to have been given when delivered or, if delivery is not accomplished by some fault of the addressee, when tendered.
8.4 Entire Agreement. This Agreement and any applicable Supplemental Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof and thereof.
8.5 Modification. Whatstorage.co.uk may modify any of the terms and conditions contained in this Agreement and/or any Supplemental Terms, at any time in our sole discretion. Notification to Client of any change by e-mail or posting of a change notice on Whatstorage.co.uk’s website, at Whatstorage.co.uk’s sole option, at least fifteen (15) days prior to effecting such change, will be considered sufficient notice to Client of a modification to the terms and conditions of this Agreement and/or any Supplemental Terms, as applicable. Modifications may include, without limitation, changes in the amount and/or types of fees payable to Whatstorage.co.uk. IF ANY MODIFICATION IS UNACCEPTABLE TO CLIENT, CLIENT’S SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT AND/OR ANY APPLICABLE SUPPLEMENTAL TERMS. CLIENT’S CONTINUED USE OF THE SERVICES FOLLOWING WHATSTORAGE.CO.UK’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON WHATSTORAGE.CO.UK’S WEBSITE CONSTITUTES BINDING ACCEPTANCE OF THE CHANGE BY CLIENT.
Any modification of or amendment to this Agreement and/or any Supplemental Terms by Client, or any waiver of any rights under this Agreement and/or any Supplemental Terms by Client, will be effective only if set forth in writing and signed physically or electronically by authorized employees of both parties.
8.6 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect.
8.7 No Waiver. The failure of either party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions.
8.8 Force Majeure. Nonperformance of either party (except for payment obligations) will be excused to the extent that performance is rendered impossible by strike, fire, flood, lightning, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.