Terms of Service Version 1.1 The master subscription agreement between you and Blackwellen Limited for access to and use of the Propvora platform. 1. About these Terms These Terms of Service (the Terms) are a legally binding agreement between Blackwellen Limited, a private company limited by shares registered in England and Wales under company number 16482166, whose registered office is at 61 Bridge Street, Kington, Herefordshire, HR5 3DJ, United Kingdom (Blackwellen, we, us, our), and the person or organisation that registers for, subscribes to or uses Propvora (the Customer, you, your). You accept these Terms when you tick the acceptance box during registration, start a free trial, place an order or otherwise use the Service, whichever happens first. If you accept on behalf of an organisation, you confirm that you have authority to bind it, and “you” means that organisation. The following documents are incorporated into, and form part of, these Terms: the Data Processing Agreement (/legal/dpa) (the DPA), the Acceptable Use Policy (/legal/acceptable-use), the AI Disclaimer (/legal/ai-disclaimer), the Cancellation and Refund Policy (/legal/refunds) and any Order Form. Our Privacy Notice (/legal/privacy) and Cookie Policy (/legal/cookies) explain how we handle personal data as controller; they are for information and are not contractual terms. If documents conflict, this order of priority applies: (a) an Order Form, but only for matters it expressly varies; (b) the DPA, for the processing of personal data; (c) these Terms; (d) the other incorporated documents. We contract in English only, and you can print or save these Terms at any time. 2. Definitions In these Terms: - Authorised User: an individual you permit to use the Service under your account who occupies a Seat. - Business Day: a day other than a Saturday, Sunday or public holiday in England. - Consumer: an individual acting for purposes wholly or mainly outside their trade, business, craft or profession. - Customer Data: all data, content and files (including personal data) that you, your Authorised Users or your Portal Users upload to, create in or transmit through the Service. - Fees: the subscription fees and other charges for the Service shown on our pricing page or in an Order Form. - Order Form: a written order or proposal accepted by both parties that refers to these Terms. - Marketplace Fee: our commission or service fee on a transaction between a buyer and a seller made through the Service, as published on our Fees page (/legal/fees) and shown before the buyer pays. - Plan: the subscription tier you select (currently Base, Pro, Agency or Enterprise for property managers, and Free, Pro, Team, Agency or Enterprise for suppliers), with the property limits, Seats and features described on our pricing page. - Protected Payment: a marketplace payment that our payment provider keeps pending on the seller's connected account until the release conditions in the Payment Protection Policy (/legal/payment-protection) are met. - Portal User: a third party you invite to a portal connected to your Workspace, such as a tenant, landlord, owner or investor, applicant, guarantor, contractor or leaseholder. - Service: the Propvora platform, including its web application, portals, the Propvora Agent and other AI features, APIs, integrations and documentation, as updated from time to time. - Seat: a named licence for one Authorised User. - Subscription Term: the initial billing period of your Plan and each renewal period. - Third-Party Services: products, services or integrations not provided by us, including work by suppliers or contractors you engage through the Service. - Workspace: a logically separated area of the Service in which your Customer Data is held. 3. Accounts, Workspaces and Authorised Users You must be at least 18, and you must give us accurate and complete registration information and keep it up to date. Each Plan includes a maximum number of properties and Seats. A Seat may be used by one named individual only and credentials must not be shared. If you exceed your Plan limits, we may ask you to upgrade or reduce your usage. You are responsible for: (a) all activity under your account and Workspace; (b) ensuring your Authorised Users comply with these Terms; (c) assigning appropriate roles and permissions; (d) keeping credentials confidential and enabling multi-factor authentication where available; and (e) promptly removing access for people who leave your organisation. You must tell us without undue delay at info@blackwellen.com (mailto:info@blackwellen.com) if you become aware of any unauthorised access to your account or any suspected security incident affecting the Service. 4. Free trial We may offer a free trial of a Plan for 14 days (the Trial). No payment card is required to start a Trial. We will not charge you at the end of the Trial unless you have chosen a paid Plan and given us payment details. If you do not subscribe by the end of the Trial, access to your Workspace will be restricted. We will keep the Customer Data for the period stated in the Service so that you can subscribe and continue, after which we may delete it in line with section 19 (Data export and deletion on exit). If we ever offer a trial that converts automatically into a paid subscription, we will say so clearly before you start and send the reminders required by law. Trials are limited to one per person and one per organisation; creating further accounts or Workspaces to obtain another Trial is a breach of these Terms, and we may end any Trial obtained that way. 5. Plans, fees and billing Fees. The Fees are those shown on our pricing page when you subscribe, or in an Order Form. Fees for business customers are exclusive of VAT, which will be added where VAT applies. Prices shown to Consumers include any VAT that applies. Payment. Fees are payable in advance for each billing period, in pounds sterling, through our payment provider, Stripe. By giving us payment details you authorise us to charge the Fees and applicable taxes at the start of each billing period until you cancel. Annual billing. If you choose annual billing, you pay for 10 months and receive 12 months of the Service. The annual Fee is payable in full at the start of each annual Subscription Term. Upgrades and downgrades. An upgrade takes effect immediately and we will charge a pro-rated amount for the rest of the current billing period. A downgrade takes effect at the start of the next billing period, and you must first bring your usage within the lower Plan's limits. Price changes. We may change the Fees for future billing periods by giving at least 30 days' notice by email. New Fees apply from your first billing period starting after the notice period. If you do not agree, you may cancel before the new Fees take effect and you will not pay them. Prices fixed in an Order Form will not increase during its fixed term. Failed and late payment. If a payment fails we will tell you and retry it as described in the Cancellation and Refund Policy (/legal/refunds). If an undisputed amount remains unpaid 14 days after we have told you it is overdue, we may suspend the Service under section 17 (Suspension). If you are a business customer, we may also claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 (currently 8% a year above the Bank of England base rate, plus the fixed sums and reasonable recovery costs that Act allows). Disputes. If you dispute an invoice in good faith, tell us within 30 days of its date giving reasons, and pay any undisputed part. Marketplace Fees. Where you sell through the Service, our Marketplace Fee is deducted from the transaction amount before payout, at the rate for your Plan published on our Fees page (/legal/fees) when the buyer pays. That rate is recorded with the transaction, and later changes do not affect it. The Marketplace Fee is earned only when the Protected Payment is released to you; if the payment is refunded or cancelled before release, the Marketplace Fee is returned in full. Payment processing charges are shown to the buyer at cost and are not part of the Marketplace Fee. Set-off. If you are a business customer, we may set off any amount you owe us under these Terms (including Marketplace Fees, chargeback losses and reversed payouts) against amounts due to you through the Service, to the extent our payment provider's terms and the law allow. Any set-off will be shown in your statements. 6. Renewal, reminders and cancellation Your subscription renews automatically at the end of each Subscription Term for a further period of the same length (one month or twelve months), at the Fees then current, unless you or we cancel before the renewal date. Reminders. We will email you at least 30 days before each annual renewal, stating the renewal date, the amount to be charged and how to cancel. We will also send any reminder notices required by the subscription contract rules in the Digital Markets, Competition and Consumers Act 2024, and regulations made under it, as and when those rules apply to your subscription. Cancelling. You can cancel at any time in your account settings, under Billing, in a few straightforward steps, without contacting us or giving a reason. You may also cancel by email. We will confirm cancellation by email. Unless the law or the Cancellation and Refund Policy (/legal/refunds) gives you a right to cancel with immediate effect and a refund, cancellation takes effect at the end of the billing period you have paid for. You keep access until then and will not be charged again. Consumers have additional rights, explained in section 23 (Consumers' statutory rights). 7. Customer Data and data protection As between us, you own all Customer Data. You grant us a non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Data only as necessary to provide, secure and support the Service and to comply with law. Controller and processor. For personal data within Customer Data, such as data about tenants, landlords, owners, applicants, guarantors, contractors and leaseholders, you are the controller and we are your processor. That processing is governed by the DPA (/legal/dpa), which meets the requirements of Article 28 of the UK GDPR. We use only the subprocessors listed on our Subprocessors page (/legal/subprocessors), subject to the notice and objection process in the DPA. For account, billing, website, marketing, security log and partner programme data, we are the controller, as explained in our Privacy Notice (/legal/privacy). Your responsibilities. As controller you are responsible for: (a) having a lawful basis for processing and giving privacy information to the individuals concerned; (b) the accuracy and legality of Customer Data; (c) responding to data subject requests, with our assistance as set out in the DPA; and (d) not uploading special category or criminal offence data unless you have a lawful basis and it is necessary. Aggregated data. We may use aggregated, de-identified information about use of the Service to operate, secure and improve it, provided it does not identify you, any user or any individual. We do not sell personal data, and we do not use Customer Data to train generally available AI models. Security. We apply appropriate technical and organisational measures described in the DPA and on our Security page (/legal/security), including TLS 1.2 or higher in transit, encryption at rest and per-Workspace access controls. No system is completely secure, and you remain responsible for the measures within your control under section 3. 8. Your obligations, including statutory compliance Our role. Propvora is a software platform and advertising marketplace. We are not a letting agent, estate agent, property manager, payment institution or insurer. Users are responsible for all legal registrations, checks and duties. In particular: landlords, agents and hosts create, publish and edit their own adverts, answer their own enquiries, arrange their own viewings, choose their own tenants or guests and produce their own agreements; we do not find, vet, screen, reference, recommend, select or place tenants, negotiate or instruct on your behalf, or collect, hold or control rent, deposits or holding deposits. You are responsible for landlord and property registration (for example the England Private Rented Sector Database, Rent Smart Wales, the Scottish Landlord Register and Letting Agent Register, and the Northern Ireland Landlord Registration Scheme), redress scheme and client money protection membership where applicable, Right to Rent checks, deposit protection and anti-money-laundering duties. Before an advert for a long let goes live you must confirm that you are the landlord or an authorised agent and that you are responsible for these duties; we record that confirmation. Any referencing, Right to Rent or credit-check provider is contracted by you, and the decision is always yours. Applicants, tenants and guests are never charged letting fees by us. You are the actor. You (and not Propvora) create, publish and edit your adverts; set your viewing availability; accept or reject applicants; decide whether and when referencing is required and request it; send and sign agreements; instruct, approve and pay suppliers; and make every tenancy decision. We store, display, transmit and automate your instructions. We do not act as your agent. Where the Agent or an automation prepares a draft or recommendation, nothing takes effect until you approve it, and the record shows it was approved by you. Applicants book viewing times that you have made available; we do not arrange or approve viewings. Referencing and partner commissions. If you choose to buy a referencing, Right to Rent, credit or similar check from a third-party provider through the Service, you are the customer of that provider and the decision on the result is yours. Providers may pay us a commission or referral fee. We disclose this where it could influence your choice. It is always paid by the provider or by you as the purchasing landlord or agent, and is never charged to a tenant, applicant or guest. Propvora is a software tool. It does not act as your letting agent, managing agent, legal adviser, surveyor or safety inspector. You remain solely responsible for every legal, regulatory and contractual obligation that applies to you as a landlord, agent, managing agent, HMO operator, freeholder or other operator, including under the Housing Act 2004 (including HMO licensing), the Renters' Rights Act 2025, the Gas Safety (Installation and Use) Regulations 1998, the Electrical Safety Standards in the Private Rented Sector (England) Regulations 2020, EPC and minimum energy efficiency rules, tenancy deposit protection, right-to-rent checks, fire and building safety legislation, client money and redress scheme rules, and equivalent laws in Scotland, Wales and Northern Ireland. Compliance trackers, reminders, due dates, templates and automations are aids only. They depend on the information you enter and may not reflect every legal requirement or change in the law. We are not responsible for any failure by you to carry out an inspection, serve a notice, renew a certificate or meet a deadline, whether or not the Service displayed a reminder. You must use the Service lawfully and must: (a) have all rights, consents and notices needed to upload Customer Data and to send communications through the Service; (b) keep your own copies of important records; (c) review outputs before relying on them; and (d) provide information we reasonably request to investigate a suspected breach of these Terms. 9. Acceptable use Use of the Service by you, your Authorised Users and your Portal Users must comply with the Acceptable Use Policy (/legal/acceptable-use), which covers among other things unlawful discrimination in lettings, harassment and unlawful eviction, security abuse, AI misuse, spam and fair usage of storage, APIs and automations. A breach of that policy is a breach of these Terms, and we may take the steps it describes and those in section 17 (Suspension). Content, reports and moderation. You are responsible for the listings, profiles, reviews, messages, images and other content you or your users publish through the Service. We do not review all content before it is published, but we may review, restrict, remove or refuse to publish content, and may restrict a listing, service or account, where we reasonably believe it is unlawful, misleading, discriminatory, unsafe, infringing, an attempt to take payment outside the Service, or otherwise in breach of these Terms. Anyone can report content using the report option in the Service. Where we act on your content or account we will tell you the reason, unless the law or a risk of harm prevents it, and you can ask us to review the decision using the appeal option in the Service or our complaints process (/legal/complaints). 10. Portals and Portal Users When you invite Portal Users, you decide what each can see and do. You are responsible for: (a) inviting only people you are entitled to share information with; (b) checking the right person is invited with the right permissions; (c) giving Portal Users any privacy information you owe them as controller; and (d) withdrawing access when it is no longer appropriate. Portal Users accept our portal terms of use when they first log in. As between you and us, you are responsible for use of your portals as if it were your own, except where a Portal User breaches those terms without your knowledge or involvement. Your relationship with a Portal User (for example, as your tenant or contractor) is governed by your own agreements with them. We are not a party to them and do not act as your agent. Portal Users who are Consumers keep all their statutory rights. 11. Suppliers, contractors and marketplace features Payments. Where the Service lets a customer pay a supplier, host or other seller, the payment is processed by our payment provider, Stripe, and settled into the seller's own Stripe connected account. We are not a bank, payment institution or e-money issuer and do not provide payment services: Stripe does, under its own terms, which every seller accepts when they set up payouts. We never receive, hold or control the seller's funds, and no interest is paid on them. The seller is responsible for their own tax, invoicing and consumer-law obligations. Payment protection and release. A marketplace payment is a Protected Payment. It stays pending on the seller's connected account and is released for payout only when the conditions in the Payment Protection Policy (/legal/payment-protection) are met. These include: the payment having succeeded; completion evidence being provided (for supplier work) or the stay having ended (for short stays); the buyer approving completion, or the review period ending without a defect report or dispute; no open dispute, chargeback or incident; no pending change order; the seller's required credentials and payout account remaining valid; and no hold under the next paragraph. Sellers cannot release their own Protected Payments, and a buyer cannot approve completion after opening a dispute. The release conditions that apply are recorded with each payment when it is made. Holds, fraud and financial crime. We may ask our payment provider to delay or withhold a payout, or place a Protected Payment on hold, where we reasonably suspect fraud, money laundering, a sanctions breach or other unlawful activity; where a dispute, chargeback or regulatory request is open; where a seller's payout details have recently changed; or where a transaction is unusually high in value for the account. Any hold lasts no longer than is reasonably necessary to investigate. We may report suspected financial crime to the relevant authorities and may be legally unable to tell you that we have done so. Refunds and chargebacks. Refunds of marketplace payments follow the Marketplace Refund Policy (/legal/marketplace-refunds) and any decision under our Dispute Policy (/legal/disputes). If a buyer's card issuer reverses a payment (a chargeback), the seller bears that loss unless it results from our error. We may recover it, with any provider dispute fee, from the seller's future payouts or by set-off under section 5, and we will give the seller the opportunity to submit evidence first. Keeping transactions on the Service. You must not use the Service to meet a buyer or seller and then take or ask for payment for that job or stay outside the Service to avoid the Marketplace Fee or the protections described above. If you are a business customer and you do, we may charge the Marketplace Fee that would have applied and may restrict your marketplace access. This does not stop you working with someone you already knew before meeting them on the Service, and it does not apply to Consumers. The Service may let you find, invite, instruct, communicate with, rate or pay suppliers and contractors, and lets suppliers maintain supplier workspaces and profiles. Unless we expressly agree otherwise in writing: - any contract for goods or services is made directly between you and the supplier; Blackwellen is not a party to it, is not an agent of either party and does not supervise the work; - supplier identity and business details are verified by our payment provider, Stripe, when a supplier completes payout setup, and we review the insurance and accreditation documents they upload; a badge reflects only that specific check as at the date shown, is not an endorsement or a guarantee of workmanship, and we do not otherwise vet, endorse or guarantee suppliers; - you are responsible for your own due diligence, including checking qualifications, registrations (such as Gas Safe registration), insurance and competence; and - any dispute about price, quality, timing, safety or payment for supplier work is between you and the supplier. 12. AI features The Service includes AI features, including the Propvora Agent, currently offered as a beta. Their use is subject to the AI Disclaimer (/legal/ai-disclaimer). AI outputs may be inaccurate or incomplete and are not legal, financial, tax, surveying or safety advice. You must review them and use your own judgement before relying on them, sending them to anyone or acting on them. Where you approve an action proposed by an AI feature, the decision is yours. We process prompts and Customer Data used with AI features as your processor under the DPA, using the AI subprocessors on our Subprocessors page (/legal/subprocessors), and we do not permit them to use Customer Data to train their general models. Beta features may change or be withdrawn at any time and are excluded from any Order Form commitments unless it says otherwise. 13. Integrations and Third-Party Services If you connect the Service to a Third-Party Service (for example accounting, banking, email, calendar or mapping tools), you instruct us to exchange Customer Data with it as needed for the integration to work. Your agreement with its provider governs your use of it, and we are not responsible for Third-Party Services or changes they make. We may stop supporting an integration if its provider changes its terms or technology or continuing would create unreasonable risk, giving advance notice where practicable. 14. Intellectual property, licence and feedback Blackwellen and its licensors own all intellectual property rights in the Service, including its software, design, documentation, templates and trade marks (including the Propvora name and logo). No rights transfer to you except as expressly stated. Subject to these Terms and payment of the Fees, we grant you a non-exclusive, non-transferable, non-sublicensable licence during the Subscription Term to use the Service, and to permit your Authorised Users and Portal Users to do so. You must not, and must not allow others to: (a) copy, modify, frame or create derivative works of the Service; (b) reverse engineer or decompile it, except as permitted by sections 50B and 296A of the Copyright, Designs and Patents Act 1988; (c) resell, rent or provide it to third parties as a bureau service; (d) use it to build a competing product; or (e) remove proprietary notices. You own the outputs you generate from your Customer Data, such as your reports and documents, subject to our rights in the Service and any templates we provide. If you give us feedback or suggestions, we may use them freely without obligation to you, but we will not name you as their source without your permission. 15. Confidentiality Each party must keep confidential all non-public information of the other that is marked confidential or would reasonably be regarded as confidential, including Customer Data, Order Form pricing and non-public information about the Service and our security (Confidential Information). It may use Confidential Information only to perform these Terms, and may disclose it only to its personnel, subprocessors and professional advisers who need to know it and are bound by equivalent duties. This does not apply to information that is public other than through breach, lawfully received without restriction or independently developed, or to disclosures required by law. This section continues for five years after termination, and indefinitely for trade secrets and personal data. 16. Availability, maintenance and support We will provide the Service with reasonable skill and care and use reasonable endeavours to keep it available, but we do not guarantee uninterrupted or error-free operation. We do not offer a service level agreement, uptime commitment or service credits unless an Order Form expressly provides them. We will try to give advance notice of planned maintenance likely to cause significant disruption. Emergency maintenance may happen without notice. We may update the Service from time to time. We will not materially reduce the core functionality of your Plan during a paid Subscription Term unless required by law, for security reasons or because a Third-Party Service changes or ceases; if we do, you may cancel and receive a pro-rata refund of prepaid Fees for the unused period. Support is available by email at info@blackwellen.com (mailto:info@blackwellen.com) and through the in-app help centre during working hours on Business Days, and we will respond within a reasonable time. Support covers use of the Service, not legal, compliance or professional advice. 17. Suspension We may suspend all or part of the Service for you or any user if: (a) undisputed Fees remain unpaid as described in section 5; (b) we reasonably believe there has been a material breach of these Terms or the Acceptable Use Policy; (c) use of your account poses a security risk to the Service or others; (d) we are required to by law, a court or a regulator; or (e) we reasonably suspect fraud. Where reasonably practicable we will give notice and an opportunity to put things right first. Any suspension will be limited to what is reasonably necessary and lifted promptly once the issue is resolved. Suspension does not end these Terms, and Fees remain payable during a suspension caused by your breach. 18. Term and termination These Terms start when you accept them and continue until all Subscription Terms have ended or they are terminated. You may terminate by cancelling under section 6. Either party may terminate immediately by written notice if the other: 1. commits a material breach that cannot be remedied, or is not remedied within 30 days of written notice describing it; or 2. becomes insolvent, enters administration, liquidation or an arrangement with creditors, has a receiver appointed, or suffers an equivalent event in any jurisdiction. We may end a Trial or free account at any time by notice, and may end a paid subscription at the end of the current Subscription Term by giving at least 30 days' notice. If you terminate for our uncured material breach, we will refund prepaid Fees for the period after termination. On termination all licences end and accrued unpaid Fees become due. Sections 2, 7, 14, 15, 19 to 23 and 26 to 29, and any other provision intended by its nature to survive, continue after termination. 19. Data export and deletion on exit During your subscription you can export Customer Data using the export tools in the Service, in common formats such as CSV and PDF, and download uploaded files. For 30 days after your subscription ends (the Exit Period), we will keep your Workspace in a restricted state so that you can export Customer Data, and we will give reasonable help on request. After the Exit Period we will delete Customer Data from the live Service, and it will be removed from backups as they expire in the ordinary course, as set out in the DPA (/legal/dpa), unless we are required by law to retain it. We keep account and billing records as long as needed for legal, tax and accounting purposes, as explained in our Privacy Notice (/legal/privacy). You are responsible for exporting what you need before the Exit Period ends. Where the law requires you to keep records (for example gas safety records or deposit documents), keep your own copies: the Service is not a statutory archive. 20. Warranties and disclaimers We warrant that the Service will be provided with reasonable skill and care and will perform substantially in accordance with its documentation. If it does not, we will use reasonable endeavours to correct the non-conformity promptly; if we cannot within a reasonable time, either party may terminate the affected subscription and we will refund prepaid Fees for the unused period. This does not affect section 23 (Consumers' statutory rights). Each party warrants that it has authority to enter into these Terms. You warrant that your use of Customer Data with the Service will not infringe third-party rights or breach any law. To the extent permitted by law, all implied warranties are excluded, and we do not warrant that the Service will meet your specific requirements or be error-free, or that any compliance reminder, calculation, template or AI output will be complete, accurate or legally sufficient. 21. Indemnities Our indemnity. We will defend you against any third-party claim that your use of the Service in accordance with these Terms infringes that party's UK intellectual property rights, and indemnify you against damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, Third-Party Services, modifications not made by us or combination with anything we did not supply. If such a claim arises, we may obtain a right for you to continue, modify the Service so it does not infringe, or terminate the affected subscription and refund prepaid Fees for the unused period. Your indemnity. If you are a business customer, you will indemnify us against losses, fines, costs and reasonable legal fees arising from any third-party claim or regulatory action resulting from: (a) Customer Data, including any claim that it infringes rights or was collected or used unlawfully; (b) your breach of the Acceptable Use Policy; or (c) your failure to meet your statutory obligations described in section 8. Conduct of claims. The indemnified party must notify the other promptly, let it control the defence and settlement (without admitting liability on the indemnified party's behalf without its consent) and give reasonable assistance at its cost. 22. Limitation of liability > Please read this section carefully. It limits our liability to you. Liability we do not limit. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, your obligation to pay Fees, or any other liability that cannot lawfully be limited, including liability to a Consumer that cannot be limited under the Consumer Rights Act 2015. Business customers: excluded losses. If you are a business customer, then subject to the paragraph above neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profits, revenue, rent or business; (b) loss of anticipated savings, goodwill or reputation; (c) fines or penalties imposed on the other party for its own non-compliance with law; or (d) indirect or consequential loss. Where we cause loss of data, we will use reasonable endeavours to restore it from our latest backup. Business customers: cap. Subject to the paragraphs above, each party's total liability arising under or in connection with these Terms in any 12-month period is limited to the greater of: (a) the Fees paid and payable by you in the 12 months before the event giving rise to the most recent claim; and (b) £1,000. This cap does not apply to your indemnity in section 21, and our intellectual property indemnity in section 21 is subject to a separate cap of three times that amount. Time limit for business claims. If you are a business customer, you must bring any claim against us within 12 months of the date on which you became aware, or ought reasonably to have become aware, of the facts giving rise to it, unless the law does not allow that period to be shortened. Marketplace transactions. We are not a party to contracts between buyers and sellers. We are not liable for the goods, services, stays, property, conduct or statements of any buyer, seller, host, guest, tenant, landlord or other user, or for information they supply to us or to each other, which we do not verify except where these Terms expressly say so. This does not affect our own obligations under sections 11 and 20 or any liability that cannot lawfully be limited. Reasonableness. The Fees reflect this allocation of risk and the fact that you control your Customer Data and your own statutory compliance. We consider these limits reasonable under the Unfair Contract Terms Act 1977. Consumers. If you are a Consumer, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failure to use reasonable care and skill. We are not responsible for unforeseeable loss, or for business losses. 23. Consumers' statutory rights If you are a Consumer, you have legal rights where services or digital content are not as described, faulty or not provided with reasonable care and skill. Under the Consumer Rights Act 2015 these include the right to have a service repeated or receive a price reduction, and, for digital content, a repair, replacement or refund. Nothing in these Terms affects those rights. Consumers also have a 14-day right to cancel a new subscription under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, explained in the Cancellation and Refund Policy (/legal/refunds). We will apply the subscription contract protections of the Digital Markets, Competition and Consumers Act 2024, including renewal cooling-off rights, as and when they come into force. Any term that would be unfair under Part 2 of the Consumer Rights Act 2015 does not bind a Consumer, and your indemnity in section 21 does not apply to Consumers. 24. Events outside our control Neither party is liable for failure or delay in performing its obligations (other than payment) caused by events beyond its reasonable control, such as natural disasters, epidemics, war, government action, failure of utilities or networks, an unavoidable failure of an infrastructure provider, or a cyber-attack that reasonable security could not have prevented. The affected party must notify the other promptly and take reasonable steps to mitigate. If the event lasts more than 30 days, either party may terminate the affected subscription by notice, and we will refund prepaid Fees for the unused period. 25. Changes to these Terms We may update these Terms, for example to reflect changes in the law or the Service. If a change is material and adverse to you, we will give at least 30 days' notice by email or in the Service, unless a shorter period is needed for legal, regulatory or security reasons. If you do not agree, you may cancel before the change takes effect and we will refund any prepaid Fees for the period after that date. If you keep using the Service after the change takes effect, the updated Terms apply. An Order Form may be varied only in writing accepted by both parties. 26. Notices Notices to us must be sent by email to info@blackwellen.com (mailto:info@blackwellen.com) or by post to our registered office at 61 Bridge Street, Kington, Herefordshire, HR5 3DJ, United Kingdom, marked “Legal notice” where they concern breach, termination or claims. We will send notices to the account owner's email address or your billing address, which you must keep up to date. An email notice is received when sent (or at 9am on the next Business Day if sent outside business hours). This section does not apply to the service of legal proceedings. 27. Assignment and subcontracting You may not assign or transfer your rights or obligations under these Terms without our prior written consent, which we will not unreasonably withhold. We may transfer these Terms to a group company or to a buyer of all or part of our business if your rights are not adversely affected, and we will tell you if we do; a Consumer who is unhappy with a transfer may cancel and receive a refund of prepaid Fees for the unused period. We may use subcontractors and subprocessors to provide the Service, subject to the DPA, and we remain responsible for their performance of our obligations. 28. General Third-party rights. No person other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. Entire agreement. These Terms, the documents incorporated into them and any Order Form are the entire agreement between us about their subject matter and replace all earlier agreements and understandings. Each party confirms it has not relied on any statement not set out in them, but this does not limit liability for fraudulent misrepresentation. Terms in your purchase orders do not apply. Severance. If any provision is found invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable or, if that is not possible, deleted, and the rest of these Terms will continue in force. Waiver and relationship. A delay in exercising a right is not a waiver of it. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship. Electronic contracting and records. Acceptances, approvals, signatures and notices given through the Service are valid in electronic form (Electronic Communications Act 2000), and our system records of who did what and when are evidence of them unless shown to be inaccurate. Compliance with laws. Each party will comply with the anti-bribery (Bribery Act 2010), anti-slavery (Modern Slavery Act 2015), sanctions and export-control laws that apply to it in connection with these Terms. You must not use the Service if you, or anyone who owns or controls you, is subject to UK, UN, EU or US sanctions. 29. Governing law and jurisdiction These Terms and any dispute or claim (including non-contractual ones) arising out of or in connection with them are governed by the law of England and Wales. If you are a business customer, the courts of England and Wales have exclusive jurisdiction. If you are a Consumer, you may bring proceedings in the courts of England and Wales or, if you live in Scotland or Northern Ireland, in the courts of the place where you live, and you keep the protection of any mandatory laws of that place. We encourage you to use our complaints process (/legal/complaints) first so that we can try to resolve matters quickly. 30. About us and how to contact us Propvora is a product of Blackwellen Limited, a private company limited by shares registered in England and Wales with company number 16482166. Registered office: 61 Bridge Street, Kington, Herefordshire, HR5 3DJ, United Kingdom. We are registered with the Information Commissioner's Office under registration number ZB905402. Our VAT registration is pending; once registered, our VAT number will appear on our invoices. Contact us by email at info@blackwellen.com (mailto:info@blackwellen.com) or by post at our registered office. For complaints, see our Complaints Procedure (/legal/complaints).