TERMS FOR USING DISTRICT

Thank you for using our products and services, via our apps and websites ("District"). District is provided to you by District Technologies Limited, 59 Dalston Lane, London E8 2NG ("District Tech", "we" or "us").

By using District, you are agreeing to these Terms, which govern your use of District and your relationship with us. Please read them carefully.

District also allows users to book events and interact directly with third party suppliers of products and services – if they have their own terms, you will need to comply with those too.

These Terms do not restrict any overriding rights that you may have as an individual, which law does not allow us to restrict.

1. ABOUT THE DISTRICT PLATFORM

1.1 District Tech builds and makes a platform available to commercial owners to allow them to provide access to information, services, and community events relevant to customers and users of their buildings (“District Platform”).

1.2 The legal owner or manager of the building you use/where you work (“Building Manager”) has asked District Tech to bring the benefits of the District Platform to your building or campus (“Building”).

1.3 The District platform can be used anywhere. Special content will be available based on the location of the user. Affiliated owners and buildings grant access to special content to the users of District in a specific location.

2. REGISTRATION

2.1 To register with us to use District you must register with your company email and an optional social media account.

2.2 You must ensure that the details you provide to us on registration or at any time are correct and complete.

2.3 You must inform us immediately of any changes to the information that you provided when registering by updating your personal details in order that we can communicate with you effectively

2.4 You can cancel your registration at any time by informing us in writing at support@district-tech.com and deactivating your account.

3. PASSWORD AND SECURITY

3.1 When you first use District, you will be asked to create a password. To prevent fraud, you should use a unique password and must keep this password confidential and not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should log in to your account and perform a password reset immediately or notify us by contacting support@district-tech.com immediately.

3.2 If we have reason to believe that there is likely to be a breach of security, we may require you to change your password or we may suspend your account.

4. YOUR USE OF DISTRICT

4.1 District is provided to you for your personal, non-transferable use subject to these Terms.

4.2 By using District, you agree to be bound by these Terms. If you are agreeing to be bound by these Terms on behalf of your employer or any other person, business or organisation, you confirm that you have full legal authority to do so and that such employer, business or organisation will be bound by these Terms.

5. BUILDING MANAGER

5.1 The information, services and community events that are available to you through District depend on what the Building Manager of your current location has chosen. They will change and often be updated. You will also only be able to access special District content while the owner has a subscription to the District Platform. All other services and content will be available to you anytime and in any location.

5.2 As between us and the Building Manager, we provide the District Platform on an “as is” and “as available” basis. The Building Manager is not responsible to you for District.

5.3 If we believe that you are in breach of these Terms, we may suspend your account immediately.

5.4 Your Building Manager will have access to anonymous statistics about which services and content users like most.

6. CUSTOMERS

6.1 District may also activate features for customers of the Building (“Customers”).

6.2 If you are a Customer, you must also comply with these Terms.

6.3 As between us and any Customer, we provide the District Platform on an “as is” and “as available” basis. A Customer is not responsible to you for District.

7. BUILDING COMMUNITIY

7.1 District is a platform which helps you and others in your Building interact, network and create a community (“Building Community”). As with all communities, the more you put into them, the more you get out of them, so we encourage you to use the community features of District with that in mind. Please also see the Acceptable Use Policy below.

8. ACCEPTABLE USE POLICY

8.1 You may not use District for any of the following purposes:

A. Interfering with any other person’s use or enjoyment of District or the Building.

B. Making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.

C. Spreading any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or otherwise breaching any laws.

D. Advertising or promoting any goods or services (except on any part of District specifically available for that).

E. Impersonating any living person.

F. Transmitting material that encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice, or transmitting, or allowing to be transmitted, viruses or any other components with harmful or contaminating effects on District or any equipment connected to it.

8.2 Your Building Community is made up of people, so please remember to be polite and professional. The Acceptable Use Policy applies to your interactions in person just as much as it does when using our apps and websites.

8.3 This Acceptable Use Policy is important, so you agree that you will be responsible for our losses and costs resulting from your breach of this section.

9. BUILDING EVENTS

9.1 District is a platform that may carry listings to events delivered by third parties (“Event Managers”). These listings are for information and we are not involved in the organisation or delivery of events.

9.2 Event Managers, and not District Tech, are solely responsible for events which are delivered by them.

10. MERCHANT PARTNERS

10.1 District is a platform that may allow local merchants (“Merchants”) to make available products and services directly to you.

10.2 Whilst we allow the Merchants to market their products and services via District, Merchants are completely independent of us, we are not the retailer, and we are not responsible for the products and services that Merchants offer.

10.3 The price for products and services is decided by Merchants and shown in their listing(s). Delivery charges, any other charges and applicable VAT, are shown by Merchants in their listing(s).

10.4 For each transaction between a user of District (“Buyer”) and any Merchant (“Seller”), the following terms apply:A. The contract for the sale and purchase of products or services is between the Buyer and the Seller. District is a platform to enable ordering and payment, but the contract is between the Buyer and the Seller.

B. Each time a Buyer uses District to order from a Seller, that is an offer by the Buyer to purchase the requested goods or services from the Seller (“Order”).

C. Until the Seller accepts the Order as described in paragraph (d) below, there is no contract between the Buyer and the Seller.

D. An Order is accepted by the Seller when the Seller uses the District Platform to confirm the Order to the Buyer, at which point a binding contract between the Buyer and the Seller will arise (“Accepted Order”). Up until then, the Seller can choose not to accept the Order at any time.

E. iPayment for Accepted Orders can be made by credit card and debit card. We use Stripe for payment processing and neither District Tech nor Merchants have access to payment card data. If you want to find out more about Stripe, please see their website. Once a Buyer has an Accepted Order, the payment will have been authorised and the amount marked for payment. Payment is made directly to District Tech and is subsequently passed on by District Tech to the Seller. We are authorised by Merchants to accept payment on their behalf and payment of the price for the Buyer’s Accepted Order to us in cleared funds will discharge the Buyer’s obligation to pay the price to the Seller.

F. A Buyer’s cancellation rights for an Accepted Order for goods are:

I. The Buyer has a right of cancellation for any reason, provided the Buyer tells the Seller at any time up until 14 days of taking delivery of the goods, counted from the day after delivery (but please see paragraph (IV) below, because there are some exceptions to this). To cancel, the Buyer has to inform the Seller by making a clear statement to the Seller. The Buyer can do this in any way the Buyer likes, as long as it’s a clear statement. For example, the Buyer can request a cancellation through the helpdesk function within the District platform. Some Sellers may offer more generous cancellation policies.

II. If a Buyer cancels, the Buyer must return the goods within 14 days and pay the direct costs of doing so. If the value of the goods has been diminished (for example, but doing more than opening them to establish their nature, characteristics and functioning) then the refund will be reduced to reflect that.

III. The Seller is legally obliged to reimburse a Buyer no later than 14 days from the day on which the Seller receives the returned goods, using the same method of payment. The Seller won’t charge any fees for this, but if the Buyer paid for non-standard delivery, they Buyer will not receive a refund for this.

IV. A Buyer cannot cancel an Accepted Order and get a refund for these goods:

    • something that deteriorates quickly – like flowers or food
    • an item that was personalised or custom-made for the Buyer
    • a CD, DVD or software, if the Buyer breaks the seal on the wrapping.

G. A Buyer’s cancellation rights for an Accepted Order for services and digital content are:

I. The Buyer has a right of cancellation for any reason, provided the Buyer tells the Seller within 14 days of making the Accepted Order (but please see paragraph (iii) below, because there are some exceptions to this). To cancel, the Buyer has to inform the Seller by making a clear statement to the Seller. The Buyer can do this in any way the Buyer likes, as long as it’s a clear statement. For example, the Buyer can request a cancellation through the helpdesk function within the District platform. Some Sellers may offer more generous cancellation policies.

II. The Seller is legally obliged to reimburse the Buyer no later than 14 days from the day on which the Seller receives the cancellation notice, using the same method of payment. The Seller won’t charge the Buyer any fees for this.

III. The Buyer cannot cancel an Accepted Order and get a refund from the Seller if the Buyer has asked the Seller to provide the service or digital content already and at the time the Buyer asked the Seller to begin doing that, the Buyer also waived their right to cancel the order.

10.5 Merchants, and not District Tech, are solely responsible to you for products and services including digital content which you may buy from them. Nothing in these Terms will limit your rights as a Buyer as between you and a Seller, including your statutory rights under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

10.6 You can find the European Unions online dispute resolution platform at https://webgate.ec.europa.eu/odr/main. You can use this for resolving disputes between you and any Seller.

11. SOFTWARE

11.1 You can use District via a browser or via the District app. Any downloadable software which we provide may update automatically on your device once a new version or feature is available. You can manage this via your device settings.

11.2 District Tech gives you a personal, world-wide, royalty-free, non-assignable and non-exclusive licence to use any software provided to you as part of District. This licence is for the sole purpose of enabling you to use and enjoy the benefit of District as provided by District Tech, in the manner permitted by these Terms. You may not copy, modify, distribute, sell, or lease any part of District or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have written permission.

12. AMENDMENTS TO THESE TERMS

12.1 As our business evolves, we may change these Terms. Sometimes additional terms or requirements may apply. Additional terms or requirements will be available with our relevant product or service and will become part of these Terms for your use of those products and services as part of District.

12.2 We may update these Terms from time to time for legal or regulatory reasons or to allow the proper operation of District.

12.3 Any changes will be notified to you via District or the e-mail address provided by you on registration. The changes will apply to use of District after we have given notice. If the change is material, we will provide you with reasonable prior notice, including setting out when the changes come into effect. If you do not wish to accept the new Terms you should not continue to use District. If you continue to use District after the date on which the change comes into effect, your use of District indicates your agreement to be bound by the new Terms.

13. APP STORE

13.1 You have downloaded District from an app store and you are subject to that app store’s terms and conditions, including any usage rules. This section 13 sets out some terms and conditions which you and we agree to, specifically for the benefit of the operator of that app store (“App Store”).

13.2 District Tech and you acknowledge that the Terms are between District Tech and you, not with App Store. District Tech, not App Store, are solely responsible for District and its content. If these Terms are more restrictive than App Store’s applicable terms and conditions, the less restrictive term will apply to you.

13.3 The license granted to you in section 11 for the District app is limited to using District on hardware and software as permitted under App Store’s applicable terms and conditions.

13.4 District Tech and you acknowledge that App Store is not responsible for providing any maintenance and support services for District.

13.5 District Tech, and not App Store, is responsible for the warranties set out in section 22. If we fail to conform to an applicable warranty under these Terms, you may notify App Store, and App Store will refund the purchase price for downloading District (if any); other than that, and to the maximum extent permitted by applicable law, App Store will have no other warranty obligation whatsoever with respect to District, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty by us will be our sole responsibility.

13.6 District Tech and you acknowledge that District Tech, not App Store, are responsible for addressing any claims by you or any third party relating to District or your possession and/or use of District, including, but not limited to: (i) product liability claims; (ii) any claim that District fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

13.7 District Tech and you acknowledge that, in the event of any third-party claim that District or your possession and use of District infringes that third party’s intellectual property rights, District Tech, not App Store, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

13.8 You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

13.9 District Tech and you acknowledge and agree that App Store, and App Store’s subsidiaries, are third party beneficiaries of these Terms, and that, upon your acceptance of these Terms, App Store will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of their terms and condition.

14. HOW WE USE INFORMATION ABOUT YOU

14.1 District Tech will collect, use, keep and share information about you in accordance with the District Tech Privacy Policy.

14.2 To use District, you will create a profile. You can manage the public display of your profile within District, and we will respect your chosen settings. You acknowledge that if your profile is completely private, there may be some aspects of District that you cannot use.

14.3 We may also collect certain usage statistics relating to your use of District, including but not limited to version numbers of software and statistical information on how the features in the app are being used. This information is completely anonymised.

14.4 Our automated systems analyse your use of District, including your content, to provide you with products and services that may be personally relevant to you.

15. CHANGES TO DISTRICT

15.1 We will notify you of available updates to District via the App Store and/or on our website.

15.2 You acknowledge that if you do not install updates to District promptly the functionality and security of District may be affected.

15.3 You agree District Tech may stop (permanently or temporarily) making available District (or any components of it) to you or to end users generally, at our sole discretion, without prior notice to you.

16. DOWNTIME

16.1 Your access to District or products or services accessed through it may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore the service as soon as we reasonably can.

17. DISTRICT SUPPORT

17.1 District Tech will use reasonable endeavours to provide technical or other support for District. Any support which District Tech provides will be limited to the then current release of District and the release before that as determined by District Tech.

17.2 If District Tech chooses to provide any technical or other support to you, you agree that with respect to any technical or other information that you provide to District Tech, District Tech has an unrestricted right to use such information for its business purposes, including for marketing, support and development.

18. INTELLECTUAL PROPERTY

18.1 District is protected by copyright, trade marks, database right and other intellectual property rights, some of which are owned by District Tech and some of which are licensed to us from third parties. Except as required to use District or otherwise permitted by law, you may not reproduce, modify, copy or distribute or use for commercial purposes any of the code or content of District without written permission from District Tech or its licensors.

18.2 Some parts of District may contain open source software, and be subject to the applicable open source software licence. There may be provisions in an open source licence that override these Terms.

18.3 Nothing in these Terms gives you a right to use any of District Tech’s trade names, trade marks, service marks, logos, domain names, or other distinctive brand features.

18.4 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be contained in District.

19. THIRD PARTY CONTENT

19.1 District may display content that is not District Tech’s. This content is the sole responsibility of the person that makes it available. We may review content to determine if it meets our requirements for District, but we don’t review all such content. We may choose to remove such content at our discretion.

20. UPLOADED CONTENT

20.1 District allows you to upload content, for example to build your profile. We do not control or review your upload, but we do reserve the right to delete, move and edit any content submitted by you.

20.2 You are solely responsible for content you upload to District.

20.3 When you upload, submit, store, send or receive content through District, you give us (and those we work with) a worldwide licence to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, or other changes we make so that your content works with District), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this licence are for the limited purpose of operating, promoting, and improving District, and to develop new products and services. This licence continues even if you stop using District.

20.4 District also contains content uploaded by other users over which District Tech has no control. We have asked all users to follow these Terms but cannot guarantee the accuracy, integrity or quality of their content.

21. RIGHT TO SUSPEND OR END YOUR USE OF DISTRICT

21.1 We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these Terms.

21.2 We may also suspend or cancel your registration where we reasonably believe that you are in breach of these Terms, or that there is a risk of harm to us, the District Platform, the Building Manager, other users or third parties.

22. RESPONSIBILITIES AND LIMITATIONS

22.1 District Tech tries to provide District with a reasonable level of skill and care. However, there are certain things that District Tech cannot promise, as described below.

22.2 Except as expressly set out in the Terms, neither District Tech nor its suppliers, distributors, or investors, make any specific promises about District or any products or services available through it.

22.3 District Tech will use a reasonable level of skill and care to try to ensure its own content within the app is correct, but it does not make any warranties or guarantees in relation to that content.

22.4 You acknowledge that software can never be really totally free from bugs and security vulnerabilities. District Tech does not warrant that use of District will be secure, accurate, uninterrupted or error free or that it will meet your specific requirements. District Tech provides the app “as is” and “as available”.

22.5 You understand that all third party data, products and services you may access through District are the sole responsibility of the person, company or organisation from which they originated. District Tech is not responsible to you for them.

22.6 District may include links to third party websites and/or apps which are beyond our control. District Tech is not responsible for any data, products or services available outside of District.

22.7 Part of District may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that their material complies with relevant laws and codes. We will not be responsible to you for any error or inaccuracy in advertising and sponsorship material.

22.8 Some countries provide for certain warranties, such as the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, District Tech excludes all such warranties.

22.9 If we are in breach of these Terms, we will only be responsible for any losses that you suffer as a result to the extent that they are a foreseeable consequence to both of us at the time you downloaded District. Our liability shall not in any event include business losses such as lost data, lost profits or business interruption.

22.10 This section 22 shall not limit or affect our liability if something we do negligently causes death or personal injury or for any other liability which by law cannot be excluded or limited.

23. DISPUTED AND APPLICABLE LAW

23.1 These Terms will be subject to the laws of England and Wales. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so within the United Kingdom.

24. INTERNATIONAL LAW

24.1 We make no promise that materials on District are appropriate or available for use in locations outside the United Kingdom, and accessing District from territories where its contents are illegal or unlawful is prohibited. If you choose to use District from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws.

25. NON-CONSUMER USE OF DISTRICT

25.1 If you use District not as a consumer but on behalf of a business or other organisation (for example, you are a Customer), that business or organisation accepts the obligations in these Terms, including this section.

25.2 To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless District Tech, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable lawyer fees) arising out of or accruing from your use of District in breach of these Terms or any applicable law.

25.3 District Tech will be entitled, at its expense, to participate in the defence and settlement of the claim or action with lawyers of its own choosing. You may not settle any claims that limit District Tech’s rights without District Tech’s prior written consent (which will not be unreasonably withheld).

25.4 This section does not apply to non-business consumer users of District.

26. MISCELLANEOUS

26.1 Sections 8, 10, 13,18, 20, and 22 to 26, will survive the termination of these Terms along with any other term which by its nature is intended to survive.

26.2 You may not transfer any of your rights under these Terms to any other person. We may transfer our rights under these Terms to another business where we reasonably believe your rights will not be affected.

26.3 If you breach these Terms and District Tech chooses to ignore this, District Tech may still use its rights and remedies at a later date, or in any other situation where you breach the Terms. No waiver by District Tech is effective unless made in writing and signed by the CEO.

26.4 These Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted by law.

26.5 District Tech shall not be responsible for any breach of these Terms caused by circumstances beyond its reasonable control.

26.7 District is owned and operated by District Technologies Limited, 59 Dalston Lane, London E8 2NG.

26.7 You can contact us:

A. by post, using the postal address given above

B. using our website contact form

C. by telephone, on the contact number published on District Tech’s website, or

D. by email, using the email address published on District Tech’s website.

26.8 Unless we say otherwise in these Terms, all notices will be by email, although we may choose to provide notice to users through District (e.g. a chatbot or OS enabled notification). Notices to District Tech should be sent to support@district-tech.com. A notice will be deemed to have been given:

A. the day after it is sent, in the case of a notice sent by email.

B. the same day, in the case of a notice sent through District.

26.7 These Terms are in English only.

26.8 We will not publicly file or save a copy of these terms and conditions for each transaction via/download of District and you should save a copy for yourself if you would like to keep them.

(Version 1.0, last updated 5 September 2017)