Unlatch adapts to the size of your business and your sales volumes.
These General Conditions of Use and Sale (hereinafter the “General Conditions”) apply between the company UNLATCH UK LTD, a private limited company with a capital of £1000, registered on the Registrar of Companies for England and Wales under number 13282676, whose Headquarters are located at 23 Copenhagen Street, London, England, N1 0JB (hereinafter referred to as "UNLATCH") and the client (hereinafter the "Client"), having signed the Quotation which incorporates the General Conditions by reference, which the Client expressly acknowledges.
The Client, after having acknowledged the potential, the purpose, the functionalities and the operating mode of the Software identified in the quotation and after having the opportunity to request a detailed presentation of the Software from UNLATCH, has decided to benefit from it by UNLATCH. The Client acknowledges having received all the information and advice allowing the measurement of UNLATCH's proposal to be taken and has ensured that the Software complies with its needs.
“Anomaly”: designates a malfunction of the Software, reproducible by UNLATCH, preventing its normal use.
“Blocking Anomaly”: designates an anomaly that makes it impossible for all users to use one or more essential features of the Software. A Blocking Anomaly corrected by a workaround is referred to as a Major Anomaly.
“Major Anomaly”: designates an anomaly causing significant limitations or restrictions in the use of one or more essential features of the Software. A Major Anomaly corrected by a workaround is referred to as a Minor Anomaly.
“Minor Anomaly”: designates an Anomaly which is neither qualified as a Blocking Anomaly nor a Major Anomaly.
"General Conditions": refers to these General Conditions, the Quotation, and any appendices thereof.
“Destination”: designates the conditions for exercising the right of use granted by UNLATCH.
"Quotation": refers to any quotation created by UNLATCH and duly signed by the Client.
"Malfunction": refers to any difficulty in accessing the Exploitation Platform noted by UNLATCH.
"Software package(s)": designates the software package(s), in object code form, marketed by UNLATCH and for which a right of use is granted to the Client under hereof. Within the framework of these general conditions, the Software corresponds to: the version distributed by UNLATCH at the time of signing the Quotation; and its updates.
It is the Client's responsibility to ensure:
It is up to the Client to verify, in accordance with the practices of its profession, the results obtained using the Software.
The purpose of these General Conditions are to define the conditions under which UNLATCH grants the Client, who accepts it, the limited, personal, non-transferable and non-exclusive right to access and use the Software; provides the hosting infrastructure for the Software; provides support and maintenance services for the Software to the Client; processes the personal data communicated to it in connection with the performance of these General Conditions.
The Client must sign a Quotation before any launch of a real estate development on the Software package.
The right to use the Software Package is granted by UNLATCH to the Client for a period beginning on the day of the signature of the Quotation by the Client and ending two years after the delivery of the real estate development subject of the Quotation.
Each user logs in, including the first time, with their personal domain identification login and their personal password.
Access to the Software by users is done remotely, from the Internet address communicated to the Client. The Software is compatible with the last two versions of Chrome, Firefox, Safari and Edge as well as version 11 of Internet Explorer. However, it is recommended to use the Chrome browser, the software being optimized for this browser.
5.3. Software availability
UNLATCH will strive to maximize the availability of the Software and reduce downtime. However, the following unavailability cannot be opposed to UNLATCH:
When the Client advises UNLATCH of the existence of a malfunction, by any appropriate means (by precisely describing the malfunction and its consequences), UNLATCH undertakes to analyze it and take it into account within 72 (seventy-two) hours.
UNLATCH ensures, within the framework of the physical and logical security rules in effect on the date of the signature of the quotation, the protection of the entire software package, the results, processing and transmissions carried out, as well as the backups carried out on the software package. The security of personal data processed by UNLATCH is discussed in the following articles.
All Client data created or modified using the Software is stored in a database or any medium defined by UNLATCH; on one or more servers located on a secure site.
The Software must be used in accordance with these General Conditions.
The Software must be used in accordance with its Destination; for the sole needs of the Client.
Any use not expressly authorized by UNLATCH under the General Conditions is illegal. In particular, the Client is prohibited from:
The right of use granted by UNLATCH by the General Conditions does not involve the transfer of intellectual property for the benefit of the Client. Consequently, the Client refrains from any action which could directly or indirectly infringe the copyright on the Software.
In the event of a claim relating to the infringement by the Software Package of an intellectual property right in the United Kingdom, UNLATCH may, at its choice and at its expense, either replace or modify all or any part of the Software package, or obtain for the Client a user license, in order to allow it to use the Software, provided that the Client has complied with the following conditions:
In the event that none of these measures is reasonably possible, UNLATCH may unilaterally decide to terminate access to the Software Package and reimburse the Client for the fees paid over the last six (6) months of using the Software.
The provisions of this article define all of UNLATCH's obligations with regard to patent and copyright infringement resulting from the use of the Software.
The Client benefits from the supply and installation of corrective and technological updates to the Software. Furthermore, UNLATCH will provide the Client with telephone assistance and maintenance services (hereinafter “the Services”) relating to the Software.
UNLATCH provides the Client with a team of Support Consultants to provide technical and functional assistance for the Software. With the exception of public holidays and exceptional days when UNLATCH is closed, and except in cases of force majeure as defined herein, the hours of intervention of this assistance team are from 9:30 a.m. to 6:00 p.m. (UTC+1) from Monday to Friday. UNLATCH reserves the right to modify its schedules and will notify the Client by any means at its convenience of the new time slots. To benefit from the assistance, the Client contacts, during the hours of assistance, by telephone the team of UNLATCH Support Consultants at the number which will have been communicated to them beforehand.
The maintenance of the Software includes the following services:
The need to update is unilaterally decided by UNLATCH with regard to legal and technological developments. The updates are implemented directly by UNLATCH on the Software and can integrate, depending on the case:
The following are excluded from the Services provided by UNLATCH under these General Conditions:
In the event of an Anomaly, UNLATCH diagnoses the Anomaly, qualifies it and then implements its correction. Reports of Anomalies must be confirmed by the Client by email to UNLATCH without delay.
(a) In the event of a Blocking Anomaly, the report is taken into account within 24 working hours. UNLATCH strives to correct the blocking anomaly as soon as possible, and offers a workaround.
(b) In the event of a Major Anomaly, the report is taken into account within 72 working hours. UNLATCH strives to correct the anomaly as soon as possible, and offers a workaround that may allow the use of the functionalities in question.
(c) In the event of a Minor Anomaly, the report is taken into account as soon as possible, and UNLATCH proposes the correction of the minor anomaly in a new version of the Software which will be delivered as part of the ongoing maintenance.
The General Conditions do not cover the additional services recommended by UNLATCH or requested by the Client to meet its specific needs. Thus, for example, the services of specific IT developments, advice, training and consulting will be the subject of a quotation and a separate contract between the Client and UNLATCH.
In order to enable this service to be carried out, the Client undertakes in particular:
The Client undertakes to pay UNLATCH the amount of the fee provided for in the Quotation. UNLATCH reserves the right to revise each new Quotation by applying the new applicable rate (excluding a contractual agreement with the Client).
Invoices are issued once Unlatch starts implementing the development on the platform. The Client expressly acknowledges and accepts that UNLATCH reserves the right to send them their invoice or credit note uniquely in an electronic format (PDF).
It is expressly agreed that in the event that several invoices are due and that the Client makes a partial payment, UNLATCH will be free to charge said payment as it sees fit.
Any late payment will give rise, without prior notice, to the application of late payment penalties at the rate of three times the legal interest rate, calculated per day of delay, as well as the invoicing of a flat fee compensation of £ forty (40) per invoice affected by the aforementioned late payment. In the event of non-payment of an invoice on its due date, UNLATCH may, without prior notice, demand immediate payment of all sums still owed to it by the Client, and suspend the services of the Software.
No compensation can take place without the formal agreement of UNLATCH.
This suspension does not entail any modification of the amount of the monthly fee which remains due for the entire period in progress.
Service will resume as soon as the cause of suspension has been removed.
UNLATCH also reserves the right not to accept the launch of a new real estate development on the Software as long as sums remain due to it.
The Client declares that it is familiar with the Internet, its characteristics and its limits, and recognises in particular:
15.1. Responsibility of the Client
The Parties acknowledge that only the Client has the ability to control the content passing through the Software.
As such, the Client is responsible for the data collected by them and passing through the Software. The Client guarantees that they have all the authorisations to use and / or distribute in the territory, information and data of any kind hosted by UNLATCH and is solely responsible for the consequences of making them available to the public, even if restricted on the internet.
15.2. Liability of UNLATCH
UNLATCH performs the contractual obligations at its expense with all possible care in use in its profession. Under these terms, UNLATCH is bound by an obligation of means and will not be held responsible for any delay in the execution of the aforementioned services. In addition, UNLATCH cannot be held liable in the event of inconsiderate application or failure to apply the advice for use provided in the context of assistance or advice not emanating from UNLATCH itself. Under no circumstances is UNLATCH liable either for third parties or for indirect damage such as, in particular, operating losses, commercial damage, loss of customers, loss of orders, commercial disturbance of any kind, loss of profit, damage to the brand image. Apart from cases of infringement action, any action directed against the Client by a third party constitutes indirect damage and therefore does not give rise to the right to compensation.
If the liability of UNLATCH were to be recognized, hereunder, by a final decision of a competent court, the compensation that could be claimed from it would be expressly limited to the amount of the fee received by UNLATCH, for the Software, for the period of twelve (12) months in progress at the time of the occurrence of the damage.
It is expressly agreed between the parties, and accepted by the Client, that the stipulations of this clause will continue to apply even in the event of resolution hereof noted by a court decision that has become final.
These provisions establish a distribution of risks between UNLATCH and the Client.
The price reflects this distribution as well as the limitation of liability described.
The parties will be fully released if the non-performance by one or the other of part or all of the obligations imposed on it results from a case of force majeure. Initially , the parties meet to determine the terms of continuation of their relations. If the cases of force majeure last longer than one (1) month, the Parties may terminate their commitments.
Expressly considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of United Kingdom Courts and Tribunals: blocking, disturbance or congestion of telecommunications networks, poor quality of electric current, blocking of means of transport or supply for any reason, inclement weather, epidemics, earthquakes, fires, storms, floods, water damage, government or legal restrictions, as well as legal or regulatory changes forms of selling.
The end for any reason whatsoever of the relationship between the Parties does not give rise to the reimbursement of the sums collected by UNLATCH.. The Client also acknowledges having been warned that the non-renewal of the Contract will lead to the cessation of use of the Software.
17.1. Termination for convenience
The Client may terminate the right to Use the Software at any time. The Client sends UNLATCH its intention to no longer use the Software package by post or email. Upon receipt of the Client's termination request, UNLATCH will send an acknowledgment of receipt. The burden of proof of proper receipt by UNLATCH of the termination request rests with the Client.
17.2. Termination for fault
In the event of failure by one of the Parties to an essential obligation provided for in these General Conditions, not repaired within thirty (30) calendar days from the sending of a recorded letter with acknowledgment of receipt notifying the breach in cause, the other party may assert the end of its commitments subject to the damages which it could claim under these conditions.
The parties may, under these General Conditions, have access to confidential information of the other party.
Confidential information is not that which, in the absence of fault, is in the public domain; those which the receiving party was in possession of before their communication, without having received them from the other party; those communicated to the parties by third parties, without condition of confidentiality; and those that each party develops independently.
The party to whom confidential information will be communicated will preserve its confidentiality with care not inferior to that which it takes to the preservation of its own confidential information, and may not communicate or disclose it to third parties, unless it is is with the prior written consent of the other party or to the extent that may be required by law. The parties agree to take all reasonable measures to ensure that confidential information is not communicated to their employees or contractors in violation of these General Conditions.
All documents communicated by UNLATCH under this document will remain its exclusive property and will be returned to it upon request from it.
The fact that one of the parties does not invoke a breach by the other party of any of the obligations referred to herein cannot be interpreted for the future as a waiver of the obligation in question. The Client irrevocably waives any request, claim, right or action against UNLATCH relating to the execution of these General Conditions and which would be formulated more than twelve (12) months after the generating event, and therefore waives irrevocably to bring any action before any court on this basis against UNLATCH or any of the companies of the group to which it belongs.
These General Conditions express all the obligations of the parties. In the event of difficulties of interpretation between any of the titles appearing at the head of the clauses, and any of the clauses, the titles will be declared non-existent.
No general or specific condition appearing in the documents sent or submitted by the parties may be incorporated into the General Conditions with the exception of additional orders from the Client accepted by UNLATCH.
If one or more stipulations of the General Conditions are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain all their effect and their scope.
18.5. Commercial reference
UNLATCH may include the name of the Client for the promotion of the Software and in particular use its logo on commercial media (website, presentation brochure, etc.).
All notifications, to be valid, must have been made to the domiciliation address appearing in the quotation by recorded letter with acknowledgment of receipt or by email. In the case of electronic mail, the notified party must acknowledge receipt thereof.
UNLATCH is authorized to process on behalf of the Client the personal data necessary for the performance of these General Conditions.
These General Conditions define the conditions under which UNLATCH undertakes to carry out the personal data processing operations defined in the following articles.
As part of their contractual relations, the parties undertake to comply with the regulations in effect applicable to the processing of personal data and, in particular, the Data Protection Act 2018 UK GDPR (hereinafter, “the UK GDPR ”).
In the context of the processing of personal data via the Software offered by UNLATCH, the Client is responsible for processing and UNLATCH is its subcontractor.
The operations carried out on personal data by UNLATCH are the creation of a purchaser, developer or solicitor account, the addition of a reservation, the tracking of a reservation, the electronic signature of sales documents, the sending of electronic recorded mail, transmission of payment information and editing of a profile.
The purposes of the processing are to carry out the automated drafting of the sales documents, to carry out the signature, the payment and the online tracking as well as to offer an exchange by electronic mail between developers, solicitors and purchasers of a property.
For the execution of these General Conditions, the Client makes the following necessary information available to UNLATCH in particular, for each development (non-exhaustive list):
In addition, the data collected may also be processed after anonymisation in order to build statistical analysis on the use of the Software. These statistics will be used to improve the quality of our services. They will also be used to promote the Software to future Clients.
UNLATCH undertakes to notify the Client of any personal data breach within a maximum period of 48 hours after becoming aware of it and by email. This notification is accompanied by any useful documentation to allow the Client, if necessary, to notify this violation to the competent supervisory authority.
Each of the Parties undertakes to implement the appropriate technical means to ensure data security.
The Client is informed and expressly accepts that, in accordance with the applicable legal provisions:
In addition, UNLATCH undertakes to implement the following security measures: Secure password for connection to the Client area, use of Linux, updates and security patches, back up every day at OVH, site accessible in HTTPS, verification of the confidentiality policy of each UNLATCH subcontractor and their compliance with the GDPR, and secure access to the company's premises.
23.1 Obligations of UNLATCH
UNLATCH is committed to:
a. Process data only for the purposes that are the subject of these General Conditions
b. Process the data in accordance with the Client's instructions. If UNLATCH considers that an instruction constitutes a violation of the UK GDPR , it shall immediately inform the Client thereof.
c. Guarantee the confidentiality of personal data processed under the use of this Software package
d. Ensure that the persons authorised to process personal data undertake to respect its confidentiality
e. Take into account, with regard to its tools, products, applications or services, the principles of data protection by design and data protection by default
23.2 Obligations of the Client
The Client undertakes to:
a. provide UNLATCH with the data necessary to carry out these General Conditions;
b. ensure, beforehand and throughout the duration of the processing, compliance with the obligations provided for by the UK GDPR ;
c. oversee processing with UNLATCH.
UNLATCH may use a processor to carry out specific processing activities. In this case, UNLATCH informs the Client in advance and in writing of any planned change concerning the addition or replacement of other subcontractors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the subcontractor. The Client has a minimum of 15 days from the date of receipt of this information to present his objections.
This subcontracting can only be carried out if the Client has not raised any objection. The non-response of the Client constitutes tacit agreement.
The UNLATCH subcontractor is required to comply with the obligations of these General Conditions according to the Client's instructions. It is UNLATCH's responsibility to ensure that the processor presents the same sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the European data protection regulation.
If the subcontractor does not fulfill its obligations in terms of data protection, UNLATCH remains fully responsible to the Client for the performance of its obligations by the subcontractor.
The current subcontractors of UNLATCH are:
UNLATCH is hosted in France in the following data centers:
It is the Client's responsibility to provide the information to the persons concerned by the processing operations at the time of data collection.
As far as possible, UNLATCH undertakes to help the Client to fulfill its obligation to respond to requests for the exercise of the rights of data subjects.
UNLATCH has appointed a data protection officer whose contact details are as follows:
Mr. Alexandre Larzat
27.1. Data processing register
UNLATCH declares to keep in writing a register of all categories of processing activities carried out on behalf of the Client, in accordance with the recommendations of the UK GDPR.
UNLATCH provides the Client with the necessary documentation to demonstrate compliance with all of its obligations and to enable audits to be carried out, by the Client or another auditor appointed by it, and to contribute to these audits.
In the event of termination of the contractual relationship, whatever the cause, UNLATCH undertakes to return to the Client, for the flat fee of £3,000, at the latter's first request made by recorded letter with acknowledgment of receipt and within 30 working days of the date of receipt of this request, all the data belonging to it in a standard format readable without difficulty in an equivalent environment. The Client will actively collaborate with UNLATCH to facilitate data recovery.
These General Conditions are governed by UK law. In the event of a dispute and after an attempt at amicable procedure, express jurisdiction is attributed to the Commercial Court of London notwithstanding the plurality of defendant or call in guarantee, including for procedures on request or urgency.
In the event of the Client's opposition to a request for an injunction to pay, express jurisdiction is also attributed to the Commercial Court of London.
In London, October 10, 2021.