Sale of products & services: Accommodation

1. About us

1.1 Company details. UCAS Media Limited (company number 02737300) (we and us) is a company registered in England and Wales and our registered office is at Rosehill, New Barn Lane, Cheltenham, Gloucestershire, England GL52 3LZ. Our VAT number is GB618018063. We operate the website accommodation.ucas.com (Website).
1.2 Contacting us. To contact us telephone our customer service team at 01242 511881 or e-mail accommodationqueries@ucas.ac.uk. How to give us formal notice of any matter under the Contract is set out in clause 20.2.

2. Our contract with you

2.1 Our contract. These terms and conditions (Terms) apply to our provision of the Website to you (Services). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
2.2 Entire agreement. The Contract (as defined below) 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 Language. These Terms and the Contract are made only in the English language.

3. Registration

3.1 Registering for the Services. Please follow the onscreen prompts in order to complete an application to register for the Services, as specified on the Website (Services). You may apply to register for the Services in other ways, but in any case a contract will not come into place between us until we have notified you that we have accepted your application in accordance with clause 3.4. When such a contract does come into place, it shall be on the basis of these Terms.
3.2 Correcting input errors. Our registration process allows you to check and amend any errors before submitting your application to us. Please check the application 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 submit your application, you may receive an email from us acknowledging that we have received it, but please note that this does not mean that your application has been accepted. 
3.4 Accepting your application. Our acceptance of your application takes place when we send an email to you to accept it (Registration Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. 
3.5 If we cannot accept your application. In order for your registration application to be successful, you must meet the qualifying criteria notified to you by us in advance (Registration Qualifying Criteria). However, we reserve the right to refuse any registration application, even if you do meet the Registration Qualifying Criteria, and we will inform you of this by email.

4. Our Services

4.1 Accommodation Listings. Upon successfully registering for the Services, you may use the Website to list the student accommodation you own or have nomination rights to (Accommodation Listing). The method of uploading an Accommodation Listing will be explained on the Website. An Accommodation Listing should be as detailed as possible to ensure it gives students and future students (Students) enough information to form an initial view of the accommodation.
4.2 Accommodation Listing Qualifying Criteria. Before going live on the Website, all Accommodation Listings must meet our Accommodation Listing Qualifying Criteria contained in Schedule 1 and as updated from time to time on the Website. You may make amendments to your Accommodation Listings at any time, subject again to meeting our Accommodation Listing Qualifying Criteria. 
4.3 Scope of our Services. 
4.3.1 You acknowledge and agree that we provide our Website for Accommodation Listings only and that our Services do not include liaising with any third parties on your behalf, or liaising with you on behalf of third parties (including Students). You must communicate with third parties outside of the Website, although as part of our Services we may provide a function which allows Students to send their contact details to you.
4.3.2 Only higher education providers and providers of purpose built university accommodation may access our Services. All Accommodation Listings on the Website will be listed in order of cost (with low-to-high being the default option), except when a Student searches by higher education providers or by campus, in which case there will be two separate panes and each pane will be ordered price low to high.
4.4 Our right to monitor. We reserve the right to monitor and/or moderate Accommodation Listings, but we are not obliged to do so and we are not responsible for any errors in the Accommodation Listings. If we find any listing fails to meet our Accommodation Listing Qualifying Criteria, Clause 6 may apply.
4.5 Reasonable care and skill. We warrant to you that we will provide the Services with reasonable care and skill although we do not warrant any particular outcome as a result of you uploading Accommodation Listings to the Website or as a result of any other use of the Website or our Services. 
4.6 Students. We do not warrant the credibility or suitability of any Student who may use the Website.
4.7 Accommodation Listings. We do not in any way warrant or endorse the suitability of your accommodation or your pricing models on any accommodation listed on the Website.
4.8 Technological failures. Notwithstanding that we will use our reasonable endeavours to provide uninterrupted access to the Website; technological failure may obstruct the provision of the Website or prevent access to all or any part of the Website. We make no representation or warranty that the Website and/or Services will be accessible or available at all times, or that the whole or any part of the Website or Services will be free from error.
4.9 Transmission of data. We will not be liable for delays or errors in data caused by virtue of the transmission of that data via the internet.

5. Your warranties and obligations

5.1 You warrant that:
5.1.1 you do not act as a consumer in relation to this Contract;
5.1.2 any individual who has agreed to these Terms on your behalf has the requisite authority to contract on your behalf; and
5.1.3 you have the authority to market the properties that are the subject of the Accommodation Listing.
5.2 You undertake that you will:
5.2.1 at all times comply with, and ensure all Accommodation Listings comply with,  all applicable laws, regulations and codes of practice in the United Kingdom (including, without limitation, all Advertising Standards Agency codes and guidance), and that you will not be defamatory, discriminatory or infringe any copyright trade mark or other intellectual property rights or rights of any third parties whatsoever;
5.2.2 not allow any of your members of staff that are not named in your registration application to use the Website/Services;
5.2.3 keep all passwords and usernames assigned to you and your employees safe and confidential;
5.2.4 comply at all times with the Accommodation Listing Qualifying Criteria when uploading an Accommodation Listing and continue to ensure compliance;
5.2.5 have the benefit of all necessary authorities, consents and licences necessary to use, display, reproduce, and publish the content contained within an Accommodation Listing;
5.2.6 immediately update your Accommodation Listings to reflect any changes (for example, regarding availability) that occur since the relevant Accommodation Listing was uploaded;
5.2.7 immediately inform us if you believe an Accommodation Listing should no longer be listed on the Website, for whatever reason.
5.2.8 immediately rectify any errors or inaccuracies in any or your Accommodation Listings or any breach of the Accommodation Listing Qualifying Criteria on becoming aware of the same and shall provide such assistance to us as we may require to identify and remedy any unauthorised use of any of your Accommodation Listings;
5.2.9 not use our name, or the name of the University and Colleges and Admissions Services (UCAS) or any logos, trade, service marks, or any other intellectual property (registered or unregistered) in any manner or for any purpose;
5.2.10 not bring us or UCAS into disrepute with Students and the general public;
5.2.11 provide a contactable telephone number and shall ensure that the majority of calls from, or made to that telephone number, from Students and from us, are answered in person; and
5.2.12 cooperate with us in all matters relating to the Website, Services, and Accommodation Listings.
5.3 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any warranty or undertaking listed in clauses 5.1 and 5.2 (Your Default):
5.3.1 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 17 (Termination);
5.3.2 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
5.3.3 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.

6. Removal of Accommodation Listings

6.1 We may, at our absolute discretion:
6.1.1 remove or refuse to display an Accommodation Listing on the Website without notice to you (although we will use reasonable endeavours to provide such notice);
6.1.2 without prejudice to our rights contained in clause 6.1.1 require an Accommodation Listing to be amended.

7. Services in UK only

Unfortunately, we are unable to perform the Services at addresses outside the UK.

8. Subscription Period and Fees

8.1 In consideration of our provision of the Services you must pay us the fees (Fees).
8.2 You must pay us the Fees on registering with the Services which will enable you to use the Services for an initial 12 month period (Initial Subscription Period). 
8.3 The Initial Subscription Period shall automatically renew on expiry for a further period of 12 months (Renewal Period), and each Renewal Period shall automatically renew for periods of 12 months on expiry of the preceding Renewal Period, subject always to you paying the Fees for the upcoming Renewal Period in advance.
8.4 The Fees for the Initial Subscription Period are the prices quoted to your during the process of registering with for our Services. 
8.5 We reserve the right to change our Fees for future Renewal Periods from time to time.
8.6 Our Fees 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 Fees.

9. How to pay

9.1 You must pay for your Initial Subscription Period, or upcoming Renewal Period (as appropriate), on receipt of an invoice from us and in any event in advance of commencement of the relevant period 
9.2 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 17 (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 9.4 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%.
9.3 You shall each pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Complaints

If a problem arises or you are dissatisfied with the Services, you can submit a complaint to complaints@ucas.ac.uk or visit our website for further information on submitting a complaint. Individuals wishing to complain about the handling of their personal data they can do that directly via the contact details noted here.

11. Intellectual property rights

11.1 All intellectual property rights in the Website (including the branding of the Website) and the Services shall remain our property or the property of our licensors (as appropriate), and you shall acquire no rights or interests in the same. 
11.2 You grant to us a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the content contained in your Accommodation Listings for any purpose whatsoever.

12. How we may use your personal information

Further details of how we will process personal information are set out in the UCAS Media Privacy Policy.

13. Data protection

13.1 We shall both comply with all applicable requirements of the Data Protection Legislation (as defined in Schedule 2). In particular, you agree that you shall only use the Student personal data for defined purposes and shall not use the Student personal data to unlawfully market to Students.
13.2 Both parties shall comply with their obligations in Schedule 2.

14. Indemnity

14.1 You shall indemnify and hold us harmless against all liabilities, expenses, costs, damages, and losses (including but not limited to direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses (including, without limitation, public relations costs)) suffered or incurred by us arising out of or in connection with:
14.1.1 any claim, potential claim or allegation made against us by any third party arising out of or in connection with your acts and/or omissions (whether connected to your use of the Services or not);
14.1.2 any breach of the warranties at clause 5.1; and
14.1.3 any breach of the undertakings at clause 5.2.

15. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

15.1 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
15.1.1 death or personal injury caused by negligence;
15.1.2 fraud or fraudulent misrepresentation; and
15.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.2 Subject to clause 15.1, 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:
15.2.1 loss arising from a third party claim against you;
15.2.2 loss of profits;
15.2.3 loss of sales or business;
15.2.4 loss of agreements or contracts;
15.2.5 loss of anticipated savings;
15.2.6 loss of use or corruption of software, data or information;
15.2.7 loss of or damage to goodwill; and
15.2.8 any indirect or consequential loss.
15.3 Subject to clause 15.1, 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 200% of the total Charges paid under the Contract.
15.4 We have given commitments as to compliance of the Services with the relevant specification in clause 4.5. 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.
15.5 This clause 15 will survive termination of the Contract.

16. Confidentiality

16.1 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 16.2.
16.2 We each may disclose the other's confidential information:
16.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 16; and
16.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

17. Termination

17.1 Either of us may terminate the Contract on expiry of an Initial Subscription Period or Renewal Period (as appropriate) on 14 days’ prior written notice to the other.
17.2 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:
17.2.1 you fail to pay any amount due under the Contract on the due date for payment;
17.2.2 notwithstanding any previous acceptance by us, there are any changes to the status of your eligibility in accordance Registration Qualifying Criteria;
17.2.3 any of your Accommodation Listings breach the Accommodation Listing Qualifying Criteria (whether they are ‘live’ on the Website or not);
17.2.4 we believe that your acts or omissions, whether related to the Services or not, are likely to bring us or UCAS into disrepute;
17.2.5 you breach any of the applicable laws, regulations or codes applicable to you (whether related to your use of the Services or not);
17.2.6 you commit any other material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
17.2.7 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;
17.2.8 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
17.2.9 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.
17.3 On termination of this Contract for any reason:
17.3.1 all fees and sums due from you to us will be immediately payable and you shall pay them in full;
17.3.2 you will immediately cease use of the Services and permanently delete any access password or usernames for the Services and the Website;
17.3.3 yours or our rights and remedies that have accrued as at termination will not be affected;
17.3.4 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.

18. Events outside our control

18.1 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).
18.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
18.2.1 we will contact you as soon as reasonably possible to notify you; and
18.2.2 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.
18.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 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.

19. Non-solicitation

You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.

20. Communications between us

20.1 When we refer to "in writing" in these Terms, this includes email.
20.2 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.
20.3 A notice or other communication is deemed to have been received:
20.3.1 if delivered personally, on signature of a delivery receipt;
20.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the first working day after posting; or
20.3.3 if sent by email, at 9.00 am the next working day after transmission.
20.4 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.
20.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

21. General

21.1 Assignment and transfer.
21.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
21.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
21.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
21.3 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.
21.4 Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clause will remain in full force and effect.
21.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
21.6 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.
 
SCHEDULE 1

Accommodation Listing Qualifying Criteria

As a minimum, all Accommodation Listings must:

• comply with all applicable laws;
• be true, complete and accurate;
• not contain any personal data (within the meaning of the General Data Protection Legislation);
• contain no marketing promotions (whether third party or otherwise);
• not contain any viruses;
• only contain photographs which are, in our opinion, of good quality and which are relevant to the accommodation being advertised;
• not contain any foul language or other obscenities; and
• not contain any words, images, or material that could, in our opinion, potentially harm our reputation of the reputation of UCAS.

 
SCHEDULE 2

Data Protection

DEFINITIONS

Controller, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

1. DATA PROTECTION

1.1 To the extent that a Student inputs any Personal Data into the Website for the purpose of making an accommodation enquiry we will send that Personal Data to you. We both acknowledge that for the purposes of the Data Protection Legislation, we individually act as separate Data Controllers of that Personal Data. 
1.2 For the avoidance of doubt, this Schedule 2 shall not apply to any Personal Data collected by us in any other capacity, even if that Personal Data is similar or identical to the Personal Data described in paragraph 1.1.
1.3 Without prejudice to the generality of paragraph 1.1, each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation. In particular, in relation to any Personal Data processed by us under this Contract, each party shall:
(a) process that Personal Data only in accordance with the UK Data Protection Legislation or Applicable Laws and for the specific purpose of supporting an accommodation enquiry. 
(b) ensure that we have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) individually respond to any request from a Data Subject ensuring compliance with obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, mutual assistance may be provided if relevant;
(e) notify each other without undue delay on becoming aware of a Personal Data Breach directly affecting the Personal Data under this agreement;
(f) at the written direction of the other, delete or return Personal Data and copies thereof on termination of this agreement unless required by law to store the personal data;
(g) use compatible technology for the processing of Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(h) maintain complete and accurate records and information to demonstrate its compliance with this Schedule.