Hollis Engage – Terms of Service
Version: 1.0
Last Updated: 19 March 23
These Terms of Service constitute a legally binding contract between You and Hollis and govern access to the Service and the environment hosting the service by You, your Agents, and the End Users regardless, if this is under a paid subscription, free trial, or complimentary access.
By accessing the Service or authorising or permitting an Agent or End User to do so you agree to be bound by these terms. If you are accessing the Service or agreeing to these terms on behalf of another or a legal entity, you are agreeing to these terms on behalf of that party and representing that you have authority to bind that party to this Agreement.
Parties to the Agreement
Hollis is the trading name of Hollis Global Limited. In this service agreement references to “Hollis”, “we”, “us” and “our” are references to Hollis Global Limited (“Hollis) a limited liability company registered in the UK. Registered Office at Battersea Studios, 80-82 Silverthorne Road, London, SW8 3HE. Company number 13044429.
“You”, “Your”, “Subscriber“ or such related terms shall refer to the legal entity entering into this agreement or its Agents or Affiliates.
Client and Supplier Code of Conduct
By Entering into this agreement you agree to be bound by Hollis Client and Supplier Code of Conduct (https://www.hollisglobal.com/app/uploads/2021/10/Client-and-Supplier-Code-of-Conduct-1.pdf).
Service Description
Hollis Engage (the “Service”) enables Subscribers to access information held by Hollis relating to property assets and projects on a secure platform.
We are constantly developing and continuing to improve the service, and our current features are described in in the Service Overview.
Definitions
The following terms shall be given the definitions set out below:
Affiliate: means any entity that directly or indirectly controls, is controlled by, or is under common control with the Subscriber.
Agent: means an individual or legal entity authorized by You to use the Service through Your Account on your behalf.
Confidential Information: means all information disclosed by one party to the other which is identified as confidential at time of disclosure or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure; or (b) was obtained by the receiving party from a third party not known by the
receiving party to be under an obligation of confidentiality with respect to said; or (c) is generally publicly available other than by violation of these Terms.
Order: means the order form executed between Hollis and the Subscriber.
User: means each individual that the Subscriber authorises to access the Service on their behalf. Use of the Service
Our Service is intended to be used by the Subscriber and a number of Users authorised by the Subscriber to act on its behalf. The number of Users authorised by the Subscriber shall not exceed the number set out on the Order. In order to use the service Hollis grants the Subscriber a non- exclusive, and non-transferable right to use the Service for internal use in accordance with this Agreement and the Service Overview, without the right to sublicense.
Subscriber Obligations
An internet connection is required to access the service It is the Subscribers responsibility to procure and maintain those network connections necessary to enable the access to the Service. Hollis is not responsible for the selection, maintenance, or continued operation of the Subscribers internet access.
Subscriber may not use the Service for any illegal purpose, or in any way that breaches this Agreement or the Hollis Client and Supplier Code of Conduct. The Subscriber is responsible for all activities, actions and content provided by Users, Agents or Affiliates when using the Service.
The Subscriber shall not, and shall not authorise or instruct its Agents, Affiliates or Users to:
Copy, reproduce, alter, modify, publicly display, republish, upload, transmit, resell, or distribute the Service, any part therefor or any material or data that you receive, or are granted access to, from Us.
Monitor Service availability, performance or functionality for competitive purpose or purpose beyond the scope of this Service. You agree not to access the Service for the purpose of developing or operating a competitive product or Service or copy Service features or user interface.
Users of the Service must not share login credentials unless expressly authorised by Hollis.
Violate any restrictions on the Service, work around, circumvent any technical limitations of the Service, or use any software to enable features or functionalities otherwise disabled in the Service, or attempt to reverse engineer such features or functions, whether functional or disabled.
Use the Service to upload, store or transmit any malicious, offensive or pornographic material or any viruses, malware, trojan horses or similar harmful software.
Subscribers Must:
Provide Hollis with reasonable cooperation in relation to this Agreement;
Provide Hollis with complete and accurate information when creating User accounts. Access may not be granted if information is incomplete or invalid.
Employ appropriate industry standard security procedures, including implementing measures to keep password information safe and secure and enforcing such standards as they pertain to Agents, Affiliates and Users.
Promptly notify Hollis if you experience any problems, issues or defects with the Service; and
Promptly provide such information as Hollis may reasonably request in order to enable the ordinary operation of the Service or to diagnose or troubleshoot any issues with the Service.
We reserve the right to suspend or disable access to the Service in the event of a violation of this section.
Hollis Obligations
We will provide the Service with reasonable skill and care and adherence to applicable professional standards. We will use commercially reasonable efforts to rectify any problems, issues, or defects with the Service once we are notified of them.
We do not warrant that the Clients use of the Service will be uninterrupted or error free.
We do not warrant that the Service or data accessed by the Subscriber through the Service will meet the client’s requirements or be fit for a particular purpose or function.
We are not responsible for any delays, delivery failures or any other loss or damage from the transfer of data over external networks outside of our control.
Technical Support
We offer technical support during normal IT Service Desk business hours, between 08:00am and 18:00pm, UK time Monday to Friday excluding UK public holidays. During these hours we are happy to help with questions, access issues or complaints relating to our Service.
Client support is available by emailing hollisengage.support@hollisglobal.com. Service level.
It may be necessary for us to perform routine maintenance and upgrades to the Service, which may result in Service interruption, delays, or errors. We will use commercially reasonable effort to ensure that maintenance is performed outside of normal business hours where possible. Where maintenance will take place during normal business hours. We will use commercially reasonable efforts to notify in advance, but we cannot guarantee that such notifications will always be provided.
Fees and Payment
Our Service is provided on an annual basis which includes a one off set up fee and additional support and maintenance costs. Details of Your fees and payment terms will be set out in the Order.
All fees stated are exclusive of VAT, GST, or any other sales taxes. Where Hollis is required to charge such taxes, they shall be added on the Subscribers invoice and shall be due and payable in accordance with the payment terms set out herein. In the event the Subscriber is required to deduct such taxes from the invoice they shall ‘gross up’ the payment so Hollis receives the invoiced amount in full.
All fees stated are exclusive of any import or export taxes, withholding taxes or import or export license fees. Where Hollis is required to charge such taxes, they shall be added on the Subscribers invoice and shall be due and payable in accordance with the payment terms set out herein. In the event the Subscriber is required to deduct such taxes from the invoice they shall ‘gross up’ the payment so Hollis receives the invoiced amount in full.
Any late payments shall accrue interest daily at a rate of 4% above the Band of England base rate and such interest shall be immediately payable.
In relation to support and maintenance and prior to renewal, it may be necessary for us to increase our support and maintenance costs prior to each renewal period, we will always provide written notice at least 30 days in advance.
Confidentiality
Each party agrees that it will protect the Confidential Information of the other party and will apply the same degree of care (but not less than reasonable care) to the Confidential information that it receives pursuant to this Agreement that it applies to its own confidential information.
Data Protection
In accordance with UK/EU GDPR we aim to maintain confidentiality and protect personal data. You can find out more about this by reading our privacy no�ce.
Intellectual Property
All copyrights, trademarks database rights and other intellectual property rights held and used by Us, as part of the Service (including graphics, icons, scripts, source code etc.), are our property or are licensed from third parties for use in providing the Service. Nothing in this Agreement shall be interpreted as a sale or transfer of these rights which shall remain the sole and exclusive property of Hollis.
Limitation of Liability
In no event will Hollis be liable for any indirect, consequential, or special losses, damages, or liabilities including Loss of contracts, Loss of goodwill/reputation or Loss of profit/revenue or anticipated business earnings, arising out of a connection with the use of the Service, or obligation under this Agreement. Our total liability for all losses arising under or in connection with this Agreement, whether in contact, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total sums paid by you during the 6 months preceding the event that gives rise to any claim.
Indemnification
You agree to defend, indemnify, and hold Hollis harmless from any claims or expenses related to:
Wrongful or improper use of the service in breach of this Agreement.
Violation of third-party rights (e.g., privacy, publicity, or intellectual property rights).
Breach of confidentiality provisions in the agreement.
We agree to defend, indemnify, and hold You harmless from claims or expenses related to:
Our violation of third-party rights (e.g., privacy, publicity, or intellectual property rights).
Our breach of confidentiality provisions in the Agreement. Exceptions to Indemnification:
Our indemnification does not apply if:
You modify the service with materials or software not provided by us.
The claim arises from content, information, or data provided by you, your users, or candidates using the service.
Process for Seeking Indemnification:
If a party wants to seek indemnification:
Promptly notify the other party in writing about the claim.
Provide reasonable cooperation in defence and settlement.
Give the indemnifying party sole authority to settle the claim. Term and Cancellation
The first contract period is twelve-month. Thereafter the contract is automatically renewed for subsequent periods of 12 months.
Each party has the right not to renew the Agreement by providing one month’s written notice. This should be sent in writing to hollisengage.support@hollisglobal.com.
Either party may terminate this Agreement immediately under the following circumstances.
A material breach of this Agreement and a failure to rectify a breach within one months of receiving written notice to do so.
If either party commits a material breach of this Agreement that cannot be rectified.
If either party should become subject to bankruptcy proceedings, ceases to operate, or goes into liquidation.
Termination under this section will be made in writing to the lead contract detailed on this form. Upon termination of contract access will be revoked for all Users. Either party may terminate this Agreement by providing written notice. If the agreement is terminated prior to the end of a subscription term, no refund of any fees will be paid.
We reserve the right to immediately terminate these Terms or limit access to the Service in the event a User.
Breaches or violations of any of this agreement that are not capable of remedy.
Uses the Service in violation of applicable laws. Force Majeure
We shall not be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond our reasonable control.
In these cases, We shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 180 days, the Subscriber may terminate this Agreement by giving Us 30 days' written notice.
Waiver
No failure, delay, or omission by the either party to exercise any right or power under the Agreement shall be construed as a waiver of said right or power unless the waiver is in writing duly executed by the waiving party.
Governing Law
This Agreement will be governed by and construed in accordance with UK law and will be subject to the exclusive jurisdiction of the Superior Courts of England and Wales.
Entire Agreement
The Order Form, these Terms of Service and any documents incorporated by reference in the Terms of Service constitute the entire agreement between the Subscriber and Hollis. In the event of a conflict between these documents the following order of precedence shall apply; (1) the Order, (2) these Terms of Service, and (3) Other documents referenced in the Terms of Service.
Severance
In the event any provision of this Agreement is held to be invalid, or unenforceable, such a provision shall be deemed to be excluded from the Agreement but without invalidating any of the remaining provisions of the Agreement which shall remain in full force and effect.
Relationship of the Parties
The Parties to this Agreement are independent contracting parties. Nothing in this Agreement shall be interpreted as creating a partnership, joint venture, fiduciary relationship, agency agreement employment relationship or any other collaborative relationship between the parties.
