SUPPLY OF SERVICES AGREEMENT
THIS AGREEMENT is made on the date between:
- Bunkout Ltd a company incorporated in England and Wales with registered number 11944873 whose registered office is at Rico House George Street, Prestwich, Manchester, Lancs, M25 9WS
- Student (Customer or “Guest”).
- In this Agreement, the following words are defined:
An agreement between the customer and a host for the customer to stay as a homestay guest in the residence of the host.
The period during which the customer is accommodated with a host under the terms of this agreement.
this agreement for the provision of the Services (as defined below) including any schedules;
in relation to either party, any information (whether or not stated to be confidential or marked as such) which that party discloses to the other, or which the other party obtains from any information disclosed to it by that party, either orally or in writing or by any other means, under or in connection with this Agreement;
the date on which the Agreement is signed by all parties;
The weekly sum to be paid by the customer to the supplier for the supplier to pay the host for accommodation by the host of the customer.
the services which are set out and described in Schedule 1 of this Agreement, together with any other services which the Supplier provides or agrees to provide to the Customer through the Variation Request procedure set out below ;
the charges for the Services, which are set out in Schedule 2 of this Agreement;
- In this Agreement, unless the context requires a different interpretation:
- the singular includes the plural and vice versa;
- references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of this Agreement;
- a reference to a person includes firms, companies, government entities, trusts and partnerships;
- “including” is understood to mean “including without limitation”;
- reference to any statutory provision includes any modification or amendment of it;
- the headings and sub-headings do not form part of this Agreement; and
- “writing” or “written” will include fax and e-mail unless otherwise stated.
Provision of Services
- The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement from the Effective Date and as set out in Schedule 1.
- The Agreement begins on the Effective Date and will continue until either party serves notice to terminate under the clause below (Termination).
- Where any defect in the provision of the Services is reported to the Supplier by the Customer or otherwise comes to the attention of the Supplier, the Supplier shall, without limiting any other right or remedy of the Customer, use its reasonable endeavours to provide such further services as are necessary in order to rectify the default as soon as is reasonably practicable.
- The Customer shall pay each invoice submitted to it by the Supplier at least seven days before the commencement of the accommodation period to which the invoice refers.
- Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the Due Date:
- the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England base rate at the relevant time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Supplier may choose to charge statutory interest due. The Customer shall pay the interest together with the overdue amount; and
- the Supplier may suspend all Services until payment has been made in full.
- All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision.
- Each party shall comply with its obligations, and may exercise its respective rights and remedies under Schedule 3.
- The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 24 months after the last date of supply of the Services or termination of this Agreement (whichever is the latest), approach any host or supplier of services who has been engaged as a host or supplier of services by the supplier for the purposes of the Supplier in the pursuit of its provision of services to the Customer or other customers.
Circumstances beyond the control of either party
- Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party.
- Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the control of the party in question.
- The party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the force majeure upon the performance of its obligations.
- The corresponding obligations of the other party will be suspended to the same extent as those of the party affected by a force majeure event.
- If the delay continues for a period of 90 days, either party may terminate or cancel the Services to be carried out under this Agreement.
- Either party may terminate this Agreement by giving the other party 12 weeks’ prior written notice.
- A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
- does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
- (if an individual) dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.
Consequences of Termination
- Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
- Other than as set out in the Agreement, neither party shall have any further obligation to the other under the Agreement after its termination.
Governing law and jurisdiction
- This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.
SCHEDULE 1 SPECIFICATION OF SERVICES
- The Supplier provides a service of sourcing and introducing resident landlords (“hosts”) to students (“guests”) requiring accommodation whilst attending educational courses of varying duration in the UK with a view to arranging in each case an accommodation agreement between the host and the guest. The Supplier is not a landlord is not a managing agent of any landlord or landlords.
- For the consideration of the payment by the customer of the charge set out in Schedule 2, the supplier will arrange an accommodation agreement on behalf of the customer with a host.
- The supplier will in the course of its duties carry out basic investigation of the suitability of the accommodation offered by hosts including
- a visual inspection of the accommodation to ensure adequate health and safety features.
- arranging or confirming the existence of a relevant gas safety certificate by a registered gas safety engineer.
- The supplier will maintain a database with all images and documents relevant to each accommodation which will be made available for inspection by the customer.
- All accommodation agreements are agreements between the student and the host in each case. The Supplier will facilitate the establishment of an accommodation agreement between the host and guest but will not be a party to any such agreement.
- The supplier accepts no liability for the accuracy of information that is provided to the supplier by the host. It is the responsibility of the guest in each case to ensure that the accommodation in each case is appropriate for the guest’s use and to report any deficiency in the accommodation provided and to request a change of accommodation if necessary or required.
- The supplier makes no warranty regarding the compliance of the host with rules and regulations regarding Houses of Multiple Occupancy (HMO). It is the responsibility of the guest in each case to report to the supplier if any host is maintaining an HMO. Guests will need to be aware that owner-occupiers who take in any more than two lodgers will need to comply with HMO management regulations. There are further details on the following page. https://www.citizensadvice.org.uk/housing/renting-a-home/student-housing/students-in-private-rented-accommodation/student-housing-living-in-a-house-in-multiple-occupation-hmo/
- All liability to the guest for the actions or inactions of the host in relation to any defect in the accommodation, any illness or injury suffered whilst at resulting from the accommodation, or otherwise is limited to the host to the exclusion of The Supplier.
- All liability to the host for the actions or inactions of the guest in relation to any damage to any person, the accommodation, any property of the host or any other person, or otherwise is limited to the liability of the guest to the exclusion of The Supplier.
- The supplier will be responsible for paying rent according to the accommodation agreement referred to above to the host of each guest accommodated under this agreement at a rate agreed between the supplier and the host which allows for a commission paid by the host to the supplier at a rate agreed between the supplier and the host.
SCHEDULE 2 CHARGES
- The customer will pay to Bunkout a deposit equivalent to one month’s rent no later than seven days before the commencement of the accommodation period which will be returned to the customer at the conclusion of the accommodation period.
- The Customer will pay to Bunkout the sum of £120 per week that the customer is accommodated by a host introduced to the customer by the supplier under this agreement.
SCHEDULE 3 DATA PROTECTION
- For the purposes of this Schedule:
- Data Protection Laws means any applicable law relating to the processing of Personal Data, as applicable to either party or the Services, including:
- the Directive 95/46/EC (Data Protection Directive) or the GDPR;
- any laws which implement such laws;
- any laws that replace, extend, re-enact, consolidate or amend any of the laws stated in (i) and (ii) above;
- all guidance, codes of practice and codes of conduct issued by any relevant Data Protection Supervisory Authority relating to such Data Protection Laws (whether legally binding or not).
- GDPR means the General Data Protection Regulation (EU) 2016/679;
- Protected Data means Personal Data received from or on behalf of the Customer, or obtained in connection with the performance of the Supplier’s obligations under the Agreement; and
- Sub-processor means any agent, subcontractor or any other third party engaged by the Supplier (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data.
The terms “Controller”, “Data Subject”, “International Organisation” “Member State”, “Personal Data”, “Personal Data Breach”, “Processor”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR.
Compliance with data protection laws
- The parties agree that the Customer is a Controller and the Supplier is a Processor for the processing of Protected Data pursuant to this Agreement.
- The Supplier shall, and shall ensure its Sub-Processors and each of the Supplier personnel shall comply with all Data Protection Laws in connection with the processing of Protected Data and the provision of the Services.
- Nothing in this Agreement relieves the Supplier of any responsibilities or liabilities under Data Protection Laws.
- Each party shall be liable for and shall indemnify (and keep indemnified) the other against all actions, proceedings, liabilities, costs, claims, losses, expenses, compensation paid to Data Subjects and other reasonable professional costs and expenses suffered or incurred by the indemnified party arising out of or in connection with any breach of the the Data Protection Laws by the indemnifying party, its employees or agents.
- The Supplier shall only process (and shall ensure Supplier personnel only process) the Protected Data in accordance with Section 1 of Part B of this Schedule and the Customer’s written instructions. The Supplier will immediately inform the Customer if any instruction relating to the Protected Data infringes or may infringe any Data Protection Law.
- The Supplier shall implement appropriate technical and organisational measures to protect the Protected Data from accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. The technical and organisational security measures which the Supplier shall have in place are set out in Part B to this Schedule.
- The Supplier will not permit any processing of Protected Data by any third party (except Supplier personnel that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the prior specific written permission of the Customer, except (i) as specifically stated in this Schedule, or (ii) where such processing is required by any applicable law, regulation or public authority.
- The Supplier shall prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written agreement containing data protection obligations that provide at least the same level of protection for Protected Data as those in this Schedule.
- The Supplier shall remain fully liable to the Customer under this Agreement for all the acts and omissions of each Sub-Processor and each of the Supplier Personnel as if they were its own.
- Where a Sub-processor is engaged by the Supplier, the Supplier shall:
- carry out adequate due diligence to ensure that the Sub-processor is capable of providing the level of protection for Protected Data required by this Schedule;
- remain liable for any breach of this Schedule caused by a Sub-processor; and
- provide relevant details and a copy of each agreement with a Sub-Processor to the Customer on request.
- The Supplier shall, taking into account the nature of the processing, provide reasonable assistance to the Customer insofar as this is possible, to enable the Customer to respond to requests from a data subject seeking to exercise their rights under Data Protection Laws. In the event that such request is made directly to the Supplier, the Supplier shall promptly inform the Customer of the same.
- The Supplier shall to the extent required by Data Protection Laws, taking into account the nature of the processing and the information available to the Supplier, provide the Customer with commercially reasonable assistance with data protection impact assessments (as such term is defined in Data Protection Laws) or prior consultations with data protection authorities that the Customer is required to carry out under Data Protection Laws.
Data subject requests
- The Supplier will record and refer all requests and communications received from Data Subjects or any Supervisory Authority to the Customer which relate (or which may relate) to any Protected Data promptly (and in any event within three days of receipt) and will not respond to any without the Customer’s express written approval and strictly in accordance with the Customer’s instructions unless and to the extent required by law.
- The Supplier will not process and/or transfer, or otherwise directly or indirectly disclose, any Protected Data in or to countries outside the EEA or to any International Organisation without the prior written consent of the Customer.
Audits and records
- The Supplier will, in accordance with Data Protection Laws, make available to the Customer such information in the Supplier’s possession or control as the Customer may reasonably request with a view to demonstrating the Supplier’s compliance with the obligations of data processors under Data Protection Laws in relation to its processing of Protected Data.
- The Customer may exercise its right to audit under Data Protection Laws through the Supplier providing:
- an audit report not older than 18 months by an independent external auditor demonstrating that the Supplier’s technical and organisational measures are in accordance with the Supplier’s industry audit standard; and
- additional information in the Supplier’s possession or control to a Supervisory Authority when it requests or requires additional information in relation to the data processing activities carried out by the Supplier under this Schedule.
- The Supplier shall promptly (and in any event within 24 hours) notify the Customer if it (or any of its Sub-Processors or the Supplier Personnel) suspects or becomes aware of any suspected, actual or threatened occurrence of any Personal Data Breach in respect of any Protected Data.
- The Supplier shall promptly (and in any event within 24 hours) provide all information as the Customer requires to report the circumstances referred to in paragraph 19 (above) to a Supervisory Authority and to notify affected Data Subjects under Data Protection Laws.
Return/Deletion of Protected Data
- Upon termination or expiry of the Agreement, the Supplier shall at the Customer’s election, promptly (and in any event, within 30 days of the expiry of the Agreement) delete or return to the Customer the Protected Data (including existing copies) in the Supplier’s possession by secure file transfer, save to the extent that the Supplier is required by any applicable law to retain some or all of the Protected Data.
- The Supplier will provide written certification to the Customer that it has fully complied with the section above within 30 days of the expiry of the Agreement.
- This Schedule shall survive termination or expiry of the Agreement for any reason.
Section 1 – Data processing
Processing of the Protected Data by the Supplier under this Schedule shall be for the subject-matter, duration, nature and purposes and involve the types of Personal Data and categories of Data Subjects set out in this Section 1 of Part B.
Subject-matter of processing:
The Supplier’s provision of the Services and any related technical support to Customer.
Duration of the processing:
The term plus the period from expiry of the term until return/deletion of all Protected Data by the Supplier in accordance with this Schedule.
Nature and purpose of the processing:
The Supplier will Process Protected Data for the purpose of providing the Services and any related technical support to the Customer in accordance with this Schedule.
Type of Personal Data:
- Names, email addresses, physical addresses, personal data students, personal data of hosts..
Categories of Data Subjects:
Protected Data will concern the following categories of Data Subjects:
- Data Subjects about whom the Supplier collects Protected Data in its provision of the Services; and/or
- Data Subjects about whom Protected Data is transferred to the Supplier in connection with the Services by, at the direction of, or on behalf of Customer.
Section 2 – Minimum technical and organisational security measures
Without prejudice to its other obligations, the Supplier shall implement and maintain at least the following technical and organisational security measures to protect the Protected Data: