Terms of Business
These are the standard Terms of Business on which Letly Ltd provides its lettings and property management services to landlords in England. They form a legally binding contract between you and us when you instruct us to let or manage a property.
When you instruct us, we'll issue a short engagement confirmation setting out the property, the service level you've chosen, the commencement date, and any fees specific to your instruction. That engagement confirmation, together with these Terms of Business, our published Services Schedule, our published Fees Schedule, and (where the Guaranteed tier applies) the Guarantee Agreement, forms your agreement with us.
You should keep a copy of these terms for your records. If you have any questions about them, please contact us at legal@letly.ai. If you need legal advice on their effect, you should obtain that independently.
These Terms of Business apply only to lettings located in England.
1. Definitions
The following definitions apply throughout these Terms of Business:
Agent / we / us / our: Letly Ltd, a company registered in England and Wales with company number 16256509, whose registered office is at Henry Wood House, 4–5 Langham Place, London W1B 3DG, United Kingdom. References to the Agent include any new agent or third party who assumes our rights and responsibilities following an assignment, transfer or sub-contract under clause 20.2.
Agreement: these Terms of Business, together with the engagement confirmation we issue to you, our published Services Schedule, our published Fees Schedule, and, where the Guaranteed tier applies, the Guarantee Agreement.
Arrears: any Rent unpaid by close of business on the 3rd Working Day after the relevant Rent Due Date.
Client Money: monies we receive or hold for or on behalf of the Landlord, including Rent, floats, withheld tax and any other payments made in connection with the Property.
Commission: the commission payable monthly by the Landlord to the Agent in respect of the Services, calculated at the rate(s) set out in our Fees Schedule and confirmed in your engagement confirmation.
Deposit: the sum paid by the Tenant as security for the performance of their obligations under the tenancy agreement.
Fees: the fees payable by the Landlord in connection with the supply of the Services, as set out in our published Fees Schedule and confirmed in your engagement confirmation. References to Fees include Commission unless the context requires otherwise.
Fees Schedule: our current schedule of fees, published at letly.ai and updated from time to time.
Guarantee Agreement: where the Guaranteed tier applies, the separate agreement between the Landlord and the Agent under which the Agent guarantees payment of rent to the Landlord, as amended from time to time.
Landlord / you / your: the person or company instructing us under these Terms of Business, and any other persons with a legal interest in the Property, whether disclosed or not.
Letly-Introduced Tenant: a Tenant whom we introduced to the Property in the course of providing the Services (whether under the current instruction or any previous instruction by you).
Onboarded Tenancy: a tenancy that was already in existence at the Property when you instructed us, and which we did not introduce.
Property: the property identified in your engagement confirmation. References to the Property include any part of it, its curtilage, and any garden, garage or parking space (if applicable).
Rent: the rent and any permitted payments due from the Tenants under the tenancy agreement, excluding the Deposit.
Rent Due Date: each date on which Rent falls due under the tenancy agreement.
Services: the services set out in our published Services Schedule for the service tier you have selected, as confirmed in your engagement confirmation.
Services Schedule: our current schedule of services for each service tier, published at letly.ai and updated from time to time.
Tenancy Agreement: any tenancy agreement entered into in respect of the Property.
Tenant: the person(s) or company named as Tenant(s) in the tenancy agreement relating to the Property.
Working Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
2. Interpretation
References to clauses are to the clauses of these Terms of Business.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made from time to time under that legislation or legislative provision.
Any words following the terms including, include, in particular, for example or any similar expression are illustrative and do not limit the sense of the words, description, definition, phrase or term preceding those terms.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.
3. Professional membership
We are a member of Propertymark and comply with the Propertymark Conduct and Membership Rules. You can verify this at https://www.propertymark.co.uk.
4. Acceptance
These Terms of Business apply when you instruct us to provide the Services, whether by signed engagement letter, email confirmation, or electronic acceptance on our website. The date of your instruction is the date these Terms of Business commence, unless we expressly agree otherwise in writing.
The Services described in our Services Schedule for your chosen tier will be supplied from the commencement date confirmed in your engagement confirmation unless varied in writing.
5. Supply of services
We will supply the Services set out in our Services Schedule for your chosen tier in accordance with these Terms of Business in all material respects unless otherwise expressly agreed in writing.
Where a Property has specific characteristics or requirements that fall outside the Services set out in our Services Schedule (for example, care of a garden or maintenance of outbuildings), additional property-specific services may be agreed in writing between the parties and recorded in the engagement confirmation. Such additional services form part of the Services and are subject to these Terms of Business. Any fees for property-specific services are set out in the engagement confirmation.
We reserve the right to amend these Terms of Business if necessary to comply with any applicable law or regulatory requirement. Even where the amendment does not materially affect the nature or quality of the Services, we will notify you in writing.
6. Your undertakings as landlord
You undertake that:
6.1 Legal ownership
You are the legal owner of the Property and are entitled to enter into these Terms of Business in respect of the Property.
If the Property is leasehold, you will obtain any necessary consent for letting and supply us with a copy of the lease and the lessor's consent prior to the letting.
You will provide proof of current ownership of the Property as may be required (including HM Land Registry documentation).
6.2 Mandatory consent
You have received consent to let the Property from your mortgage provider and will supply a written copy to us prior to the commencement of any let.
The Property and its contents (if applicable) are adequately insured, and your insurer is aware of and consents to the letting of the Property.
6.3 State of the Property
The Property is fit to be let, compliant with all statutory requirements, and all appliances and goods are in full working order, serviced, and accompanied by safety instructions for use.
You will maintain the Property in accordance with clause 8.
6.4 Energy Performance Certificate (EPC)
You acknowledge that the Property cannot lawfully be marketed to let without a valid Energy Performance Certificate (EPC). You will supply us with a valid EPC prior to marketing, or authorise us to obtain one at your cost. You acknowledge that the EPC rating must be included in all marketing material in accordance with current legislation, and you agree to notify us promptly if the EPC becomes invalid or is replaced during the marketing period or any subsequent re-letting.
6.5 Our instruction
You agree that:
We are appointed as your agent to provide the Services.
We may sign the tenancy agreement, notices, and any relevant documentation on your behalf relating to the Property.
You will compensate and reimburse us for all costs and expenses, claims and liabilities incurred or imposed upon us under these Terms of Business, unless the loss or liability arises through our negligence or breach of these Terms of Business. Where the Guaranteed tier applies, this clause does not extend to costs and expenses the Agent incurs in connection with Arrears recovery or possession proceedings under the Guarantee Agreement, which the Agent bears at its own cost.
You authorise us to receive Rent as your agent into our designated Client Money account and to deduct Fees and permitted costs before remitting balances to you.
You will not demand or accept Rent directly from the Tenants during the term of this Agreement. If you do so, Fees and Commission remain payable as if the Rent had been received by us.
Where you are a non-resident landlord for UK tax purposes, you will promptly provide any HMRC approvals or directions reasonably required for us to remit Rent gross; failing which we may deduct and account for basic rate tax as required by law.
You will provide us with your National Insurance Number, Unique Taxpayer Reference (UTR) or Non-Resident Landlord approval reference before rent payments commence.
Where you are a non-resident landlord, tax will be deducted at the basic rate each month and an annual certificate provided in accordance with HMRC Non-Resident Landlord Scheme rules.
7. Your responsibilities as landlord
You agree to:
Co-operate with us in all matters relating to the Services.
Provide us, our employees, agents, consultants and subcontractors with access to the Property and other facilities as reasonably required.
Provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects.
Obtain and maintain all documentation, necessary licences, permissions and consents which may be required for the Services before the commencement date and/or the date of any tenancy agreement.
Comply with any additional obligations set out in any associated tenancy agreement.
We will assist you to comply with these duties where included in the Services.
8. Maintenance of the Property
It is your legal responsibility to ensure that the Property is adequately maintained and compliant with the relevant legislation as in force or amended from time to time. You undertake that:
Any furniture and equipment supplied in the Property complies with the Furniture and Furnishings (Fire) (Safety) Regulations 1988 as amended in 1993 and/or the Furniture and Furnishings (Fire) (Safety) (Amendment) Regulations 2025.
The Property complies with the Smoke and Carbon Monoxide Alarm (Amendment) Regulations 2022 at the start of the tenancy.
All gas appliances and flues supplied by you comply with the Gas Safety (Installation and Use) Regulations 1998 (as amended), and the Tenants will be provided with a copy of the current Gas Safety Record prior to the start of the tenancy.
The electrical installation and all electrical equipment supplied by you comply with the Electrical Equipment (Safety) Regulations 2016 and the Electrical Safety Standards in the Private Rented Sector (England) Regulations 2020.
The Property complies with Health and Safety Executive Approved Code of Practice (ACOP) L8 'The Control of Legionella Bacteria in Water Systems'.
The Property complies with the Blind Cord Safety Regulations 2014.
Where our Services for your chosen tier include the management of repairs and maintenance, we are engaged to:
Manage repairs and maintenance of the Property as part of the Services; and
Instruct contractors and arrange works on your behalf, subject to the authorisation limits agreed with you in your engagement confirmation.
You remain legally responsible for compliance with all statutory requirements regardless of the Services we provide.
9. Property condition and statutory duties
While the requirements of Awaab's Law (Hazards in Social Housing (Prescribed Requirements) (England) Regulations 2025) apply to social landlords, private landlords remain subject to statutory duties under Section 11 of the Landlord and Tenant Act 1985 and the Homes (Fitness for Human Habitation) Act 2018 to ensure that the property is maintained in good repair, free from damp and mould, and safe for occupation.
We will inform you of any disrepair or hazard that comes to our attention and that may pose a risk to the Tenant's health, safety, or wellbeing. Where our Services for your chosen tier include the management of repairs and maintenance, we will also act promptly to investigate and arrange necessary remedial works in accordance with these Terms of Business. You agree to authorise and fund such works without undue delay to ensure statutory compliance.
10. Additional services
We may provide additional services to you beyond those set out in our Services Schedule for your chosen tier, as agreed in writing. Any additional services and the fees for them will be agreed before work starts. We may deduct the agreed fees and any related costs from Rent or other monies held for you, or may invoice you directly. We may use third-party contractors where appropriate, and you will be responsible for any third-party charges in advance.
11. Landlord default
A Landlord Default occurs where:
you fail to pay any sum due to us on its due date and the failure continues for 5 Working Days after we have notified you of it;
you instruct or purport to instruct another agent in respect of the Property, or demand or accept Rent directly from the Tenant, in each case in breach of clause 6.5;
you fail to provide access to the Property, or any information, document, consent or authorisation we have reasonably requested and that we need in order to perform the Services or comply with our legal obligations, and the failure continues for 14 days after we have notified you of it; or
you are in breach of any of your warranties in clauses 6.1, 6.2 or 6.4, or your obligations in clause 8, and (where the breach is capable of remedy) you fail to remedy it within 14 days of written notice from us.
Where a Landlord Default occurs, we may, on written notice:
suspend performance of the Services with immediate effect to the extent the Landlord Default prevents or delays our performance;
recover from you on written demand any costs or losses we sustain or incur arising directly or indirectly from the Landlord Default; and
exercise any other right or remedy available to us, including (where the breach is material) termination under clause 17.2.
We will not be liable for any costs or losses you sustain or incur arising from any failure or delay by us to perform our obligations to the extent caused by the Landlord Default.
12. Our undertakings
We will provide the Services set out in our Services Schedule for your chosen tier. In doing so, and to the extent relevant to the Services we are providing, we undertake to:
Supply the Services to you in accordance with the terms expressly agreed between the parties in all material aspects.
Carry out Right to Rent checks upon adult occupiers aged 18 or over in accordance with the Immigration Act 2014, as amended from time to time.
Carry out customer due diligence in accordance with the Money Laundering Regulations 2017 and the guidelines on financial sanctions set by the Office of Financial Sanctions Implementation (OFSI).
Act as the main point of contact for the Tenant in relation to the Property.
Make a member of staff available to you at all reasonable times and upon reasonable notice for the purposes of consultation and advice relating to the Property.
Advise you of any breaches of the terms of the tenancy agreement and any items requiring repair, maintenance or replacement that come to our attention.
Advise you of any issues raised by any Tenant(s) or other parties relating to the Property.
Perform our duties under these Terms of Business in such manner as we think fit, subject to these Terms of Business and to any directions you may from time to time properly give.
At our discretion, delegate any of the Services, such as inventory taking or referencing of prospective Tenants, where it does not adversely prejudice you.
Notify you of any notices we receive in relation to the Property.
Notify you of any changes to laws and regulations relating to the use of the Property for residential lettings and, as soon as reasonably practicable, notify you if we become aware of a breach of any such laws or regulations in relation to the Property.
Prepare and serve legal notices relating to the tenancy on your behalf, including notices for possession, rent increase, and breach of tenancy, as permitted by law.
We are not responsible:
For redirecting your post delivered to the Property.
For managing the Property when it is not let.
For any latent (hidden) defect in the Property.
Additional provisions, again to the extent relevant to the Services we are providing:
We will not attend court or any tribunal in relation to the Property as part of the regular management of the Property unless agreed with you beforehand, or unless as a matter of law we are required to attend, in which case you will be liable for our reasonable costs in so attending. The cost of attendance will form a separate charge to you on terms to be expressly agreed between the parties prior to our attendance. Where the Guaranteed tier applies, the Agent bears its own costs of court attendance in connection with Arrears recovery or possession proceedings under the Guarantee Agreement.
We will not be responsible for the supervision or management of any major building work or refurbishment of the Property, unless agreed with you in writing prior to the commencement of the works and upon terms and fees to be agreed.
We will ensure that all Client Money is held in an appropriately designated Client Money account, provide remittance statements, and transfer cleared Rent (less Commission, Fees and authorised deductions) to your nominated bank account.
We will pursue Arrears by reminders and correspondence. For the avoidance of doubt, with the exception of the Guaranteed tier, we are not a guarantor of the Tenant's liabilities and are not authorised to issue legal proceedings; any legal action to recover Arrears requires your separate written instruction.
Where rent is received for a period beyond the termination of a tenancy at the Property, we will account to the Tenant or Landlord as appropriate.
13. Commission and fees
13.1 In consideration for the Services, we charge Commission and, where applicable, the other Fees set out in our Fees Schedule and confirmed in your engagement confirmation.
13.2 We are entitled to charge you for any fees and expenses reasonably incurred by the individuals we engage in connection with the Services, and for the cost of services provided by third parties and required by us for the performance of the Services. Further details are set out in our Fees Schedule.
13.3 How Commission accrues. Commission accrues monthly from the date we begin providing the Services. Commission is payable monthly at the rate(s) set out in our Fees Schedule and confirmed in your engagement confirmation, which may reflect a discount separately agreed with you in writing and reviewed annually.
13.4 Commission Period. The period for which Commission is payable (the Commission Period) depends on how the tenancy came about:
13.4(a) Letly-Introduced Tenants. Where the Tenant is a Letly-Introduced Tenant, Commission is payable for as long as that Tenant remains in occupation of the Property, including during any renewal, extension, statutory periodic tenancy, or period of holding over with the same Tenant (whether under a new agreement or otherwise). There is no time limit on this obligation.
13.4(b) Onboarded Tenancies. Where we take on an Onboarded Tenancy, Commission is payable for 6 months from the date we begin providing the Services. After that 6-month period, Commission ceases to be payable in respect of that Onboarded Tenancy.
13.4(c) Replacement of an Onboarded Tenancy by a Letly-Introduced Tenant. If, during the 6-month period under clause 13.4(b), the Onboarded Tenancy ends and is replaced by a new tenancy with a Letly-Introduced Tenant, the 6-month period falls away and clause 13.4(a) applies from the start of that new tenancy.
13.5 Service tier changes. You may move the Property to a different Letly service tier at any time. The Commission rate for the new tier applies from the point of change. The Commission Period determined under clause 13.4 continues to run and is not restarted by a change of tier.
13.6 Survival. Clauses 13.3 to 13.5 survive the termination of this Agreement, and Commission accrued for the balance of any Commission Period remains payable whether or not we are still instructed.
13.7 Subject to a tenancy agreement being in place in respect of the Property, we will automatically deduct Commission and any other charges due from you from any rent payments received to settle the account monthly, and any remaining sums will be remitted to you within 5 Working Days of receipt. Where the Guaranteed tier applies, remittance timing is governed by the Guarantee Agreement.
13.8 If rent payments cease, or if any Commission or Fees are left unpaid by you, we will submit monthly invoices to you in respect of the outstanding amounts.
13.9 You agree to pay each invoice submitted by us:
within 14 days of the date of the invoice or in accordance with any credit terms we agree and confirm in writing; and
in full and in cleared funds to a bank account we nominate in writing.
13.10 We may retain any interest earned on Client Money.
13.11 All Commission and other Fees are stated exclusive of VAT. Where any taxable supply for VAT purposes is made by us to you, you will, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
13.12 If you fail to make a payment due to us by the due date, you will pay interest on the overdue sum from the due date until payment, whether before or after judgment. Interest under this clause accrues 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%.
13.13 All amounts due will be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
14. Client Money Protection
In accordance with the Client Money Protection Schemes for Property Agents (Requirement to Belong to a Scheme etc.) Regulations 2019, we are a member of Client Money Protect (CMP), a Government-approved Client Money Protection scheme.
15. Complaints and redress
Our written complaints procedure, and details of our redress scheme membership, are available at letly.ai/complaints. We are a member of the Property Redress Scheme. In the event of an unresolved complaint, you may refer the matter to the Property Redress Scheme in accordance with our published complaints procedure.
16. Cancellation
Under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to cancel this Agreement within 14 days of entering into it without giving any reason, provided you are an individual acting wholly or mainly outside your trade, business, craft or profession and the Agreement falls within the definitions (in each case, as defined in the Regulations) of an "off-premises contract" or a "distance contract".
To cancel, send a clear written statement of your decision to cancel to legal@letly.ai within the 14-day cancellation period. You do not need to use any particular form. To meet the cancellation deadline, it is sufficient for you to send your communication before the cancellation period has expired.
If you have asked us to begin performing the Services during the cancellation period, you will be required to pay us a reasonable amount proportionate to the Services performed up to the point you communicate your cancellation.
17. Termination
17.1 Without affecting any other right or remedy available to it, either party may terminate these Terms of Business by giving the other party one month's written notice. Termination under this clause does not affect your obligation to pay Commission for the balance of any Commission Period under clause 13.4. Where the Guaranteed tier applies, termination is governed by the Guarantee Agreement and this clause is modified to the extent set out there.
17.2 Without affecting any other right or remedy available to it, either party may terminate these Terms of Business with immediate effect by giving written notice to the other party if:
the other party commits a material breach of any term of these Terms of Business and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, 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 its 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;
the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
17.3 Without affecting any other right or remedy available to us, we may terminate the Services with immediate effect by giving written notice to you if you fail to pay any amount due on the due date for payment.
17.4 Without affecting any other right or remedy available to us, we may suspend the supply of Services if:
you fail to pay any amount due on the due date for payment;
you become subject to any of the events listed in clause 17.2, or we reasonably believe that you are about to become subject to any of them.
17.5 On termination, we will:
notify the Tenants of the change in payment instructions and management arrangements;
transfer any Client Money balance to you (less Fees and authorised costs);
deliver a final statement of account to you;
return any keys and documents belonging to you that are held by us; and
where the Deposit is held by us, transfer or arrange transfer in accordance with the relevant scheme rules.
18. Consequences of termination
On termination or expiry of the Services, you will immediately pay us all of our outstanding unpaid Commission and Fees and interest and, in respect of Services supplied but for which no invoice has been submitted, we will submit an invoice which will be payable by you immediately on receipt.
Termination or expiry will 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 these Terms of Business which existed at or before the date of termination or expiry.
Any provision of these Terms of Business that expressly or by implication is intended to come into or continue in force on or after termination or expiry will remain in full force and effect. For the avoidance of doubt, Commission continues to be payable in respect of any Commission Period that is still running at the date of termination or expiry, in accordance with clause 13.
Any remaining Client Money held by us on your account (including any management float) will be returned, less any agreed or properly incurred costs or commitments.
19. Limitation of liability
19.1 We maintain professional indemnity insurance and public liability insurance, each with a limit of indemnity of £5 million 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.
19.2 The restriction on liability in this clause includes every kind of liability arising under or in connection with these Terms of Business including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
19.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
19.4 Nothing in this clause limits your payment obligations under these Terms of Business.
19.5 Nothing in these Terms of Business limits any liability which cannot legally be limited, including but not limited to liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; and
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
19.6 Our total liability to you:
for loss arising from our failure to comply with our data processing obligations will not exceed the greater of £250,000 or the total Fees paid by you to us in the 12 months immediately preceding the claim; and
for all other loss or damage will not exceed the greater of £1,000,000 or the total Fees paid by you to us in the 12 months immediately preceding the claim.
This clause does not apply to our primary payment obligations under any Guarantee Agreement, which are debt obligations and not subject to the caps in this clause.
19.7 The following types of loss are wholly excluded, except insofar as they relate to payment of Guaranteed Rent or other sums due under a Guarantee Agreement:
loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
indirect or consequential loss.
19.8 We will not be liable for any loss or damage arising from the defective work, sub-standard repair or any other default by a contractor engaged by us, unless there has been a negligent act by us in relation to the selection or management of the contractors or the repair work.
19.9 Other than where the Guaranteed tier applies under a Guarantee Agreement, we will not be liable for the Tenant's failure to pay Rent or for any loss arising from such failure. Where the Guaranteed tier applies, our liability for Tenant non-payment is governed by the Guarantee Agreement. If rent guarantee insurance is provided as an additional service on any tier, that is a separate arrangement.
19.10 This clause 19 survives termination of these Terms of Business.
20. General
20.1 Force majeure
Neither party will be in breach of these Terms of Business nor liable for delay in performing, or failure to perform, any of its obligations under these Terms of Business if such delay or failure results from events, circumstances or causes beyond its reasonable control. This clause does not relieve us of our primary payment obligations under any Guarantee Agreement, which we remain liable to perform regardless of any event, circumstance, or cause beyond our reasonable control.
20.2 Assignment and other dealings
You may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Terms of Business without our prior written consent.
We may assign, transfer, or subcontract any of our rights or obligations under this Agreement to a member of our corporate group without your consent. For any assignment, transfer, or subcontract to a person outside our corporate group, we will provide you with the identity, financial standing, and relevant experience of the proposed assignee at least 28 days before the proposed transfer date, and such transfer requires your prior written consent, not to be unreasonably withheld or delayed. On any assignment under this clause, the new agent or third party will automatically assume all rights and obligations under this Agreement.
20.3 Confidentiality
Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, landlords, clients or agents of the other party, except as permitted below.
Each party may disclose the other party's confidential information:
to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Terms of Business. Each party will ensure that those to whom it discloses the other party's confidential information comply with this clause; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Neither party will use the other party's confidential information for any purpose other than to perform its obligations under these Terms of Business.
20.4 Entire agreement
This Agreement (comprising these Terms of Business, your engagement confirmation, our published Services Schedule, our published Fees Schedule, and, where the Guaranteed tier applies, the Guarantee Agreement) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.
Each party acknowledges that in entering into this Agreement, it does not rely on, and will have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
Nothing in this clause limits or excludes any liability for fraud.
20.5 Variation
We may vary these Terms of Business where necessary to comply with changes in applicable law or regulation. Any other material variation requires your prior written consent. Non-material administrative or operational changes may be made by us on 30 days' notice served upon you in accordance with clause 20.8. No variation reduces or varies our obligations under any Guarantee Agreement without your prior written consent.
20.6 Waiver
A waiver of any right or remedy under these Terms of Business or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms of Business or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms of Business or by law will prevent or restrict the further exercise of that or any other right or remedy.
20.7 Severance
If any provision or part-provision of these Terms of Business is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision is deleted under this clause, the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20.8 Notices
Any notice given under or in connection with these Terms of Business must be in writing and will be delivered by hand or by pre-paid first-class post or other next working day delivery service at the recipient's registered office (if a company) or principal address (in any other case), or sent by email to:
To us: legal@letly.ai
To you: the email address you provide when instructing us, or such other address as you notify us in writing.
Any notice or communication will be deemed to have been received:
if delivered by hand, at the time the notice is left at the address;
if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the second Working Day after posting; or
if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
20.9 Third party rights
Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
20.10 Governing law and jurisdiction
This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, will be governed by, and construed in accordance with, the law of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
20.11 Data protection
We are registered for the purposes of the UK GDPR and Data Protection Act 2018. You consent to your personal data being given to Tenants, contractors, enforcement agencies, insurance providers, utility providers, other partners and property management software providers to enable the effective management of the Property, to comply with legal duties, and for the purposes of carrying out the Services.
Your personal data will be handled in accordance with the UK GDPR and Data Protection Act 2018. Further details regarding our processing activities are set out in our Privacy Notice, available at letly.ai/privacy.
20.12 Execution
This Agreement may be entered into electronically and in counterparts.
Letly Ltd • Company No. 16256509 • VAT No. 491922076 • Henry Wood House, 4–5 Langham Place, London W1B 3DG • legal@letly.ai
