Terms & Conditions

1 Who these terms are between

AgencyOS is a product of Bourne & Co Estates Ltd, a company registered in England and Wales (company number [COMPANY NUMBER]), whose registered office is [REGISTERED OFFICE ADDRESS], Lanchester, County Durham. In these terms we refer to ourselves as "we", "us" or "Bourne & Co".

"You" means the letting or estate agency that subscribes to AgencyOS, named on your onboarding form and on our invoices.

These terms apply when you tick the box accepting them on the AgencyOS onboarding form, or when you first use the system, whichever happens first. Together with your onboarding form and our invoices, they form the agreement between us.

2 What AgencyOS is

AgencyOS is a hosted software platform for independent letting and estate agents. It is licensed to you monthly. It is not sold to you, and you do not receive a copy of it.

Your subscription gives you access to the system through a login address and credentials we issue. You do not receive the source code, and the software runs on infrastructure we operate and maintain.

AgencyOS is made up of modules, currently MaintenanceOS, RentOS and MarketingOS. Which modules are switched on for your agency is recorded on your onboarding form and can be changed by agreement.

Your agency's operational data is held in a database provisioned for your agency alone, separate from the data of any other agency using the platform.

3 Fees and payment

The setup fee covers provisioning your system, applying your branding, configuring your settings, loading your existing portfolio and taking you to go-live.

The monthly licence fee becomes payable from your go-live date and is charged monthly in advance thereafter. All fees are exclusive of VAT, which is charged at the prevailing rate.

If a payment is not made when due, we will contact you. If it remains unpaid fourteen days after we have written to you, we may suspend access to your system until it is settled. We will not delete your data while a suspension is in place.

4 Term and cancellation

Your subscription runs monthly and continues until either of us ends it.

You may cancel by giving us 30 days written notice, by email to info@bournenco.com. Your access continues to the end of the notice period. We do not refund part months.

We may end this agreement by giving you 30 days written notice. We may end it immediately if you fail to pay after the process in section 3, if you use the system unlawfully, or if you breach these terms in a way that cannot be put right.

When your subscription ends

We will provide an export of your agency's data in a common format, at no charge, if you ask for it within 30 days of your subscription ending. After that 30 day window, we will delete your operational database and the documents stored with it, unless you have asked us in writing to keep them for longer or we are required by law to retain them.

5 Setting up your system

We will provision your database, apply your branding, configure your settings from the details you provide, load the portfolio data you send us, and confirm the system is working before go-live.

To do that we need certain things from you, and go-live depends on them:

• Accurate agency, bank, VAT and invoicing details on your onboarding form.
• Your portfolio data, meaning your properties, landlords, tenants and contractors, in a spreadsheet or export.
• Access to add two DNS records to your email domain, so the system can send email from your own address. This may be done by you or by whoever manages your domain.

We will agree a target go-live date with you once we have your portfolio data. That date is a target rather than a guarantee, and it will move if the information we need arrives late or incomplete.

6 Your responsibilities

• Accuracy of your details. The bank details you give us are reproduced in payment instructions and statements sent to your landlords. You are responsible for checking that they are correct, and for telling us promptly if they change.
• Your accounts. Keep login credentials secure and confidential. Each person who uses the system should have their own account. Tell us promptly if you believe an account has been compromised.
• Your data. You are responsible for the accuracy of the property, landlord, tenant and contractor data you put into the system, whether you enter it or send it to us to load.
• Lawful use. Use the system only for the lawful business of your agency, and do not attempt to access another agency's data or interfere with the platform.
• Your own obligations. Using AgencyOS does not transfer any of your regulatory, legal or professional obligations to us. Those remain yours.

7 Client money and compliance

Because of that, the following remain entirely your responsibility:

• Holding client money correctly, and your membership of a client money protection scheme and a redress scheme.
• Your anti money laundering obligations, including your nominated officer duties, identity checks and record keeping.
• Deposit protection, including registering deposits with your chosen scheme within the statutory timescales.
• Your accounts, tax, VAT and any audit or inspection requirements.
• Checking figures before you act on them. The system is a tool that assists your reconciliation; it does not replace your own review of the numbers before money leaves your account.

We take considerable care over the accuracy of the calculations in RentOS, and we will correct any error promptly once we know about it, but you should satisfy yourself that a payment is right before you make it.

8 Data protection

In data protection terms, you are the data controller and we are the data processor. You decide what personal data goes into the system and why; we process it only to provide the service to you.

What we process

Property records, landlord and tenant names and contact details, contractor details, tenancy information, maintenance job records and photographs, rent and payment records, bank details for landlords and contractors, compliance certificates and the documents you upload.

How we process it

Only on your documented instructions, which includes your use of the system, and only for the purpose of providing AgencyOS to you. We will not use your data for any other purpose, and we will not sell it or share it for marketing.

Who else is involved

We use a small number of infrastructure providers to run the platform. They process data on our behalf under their own contractual obligations:

• Supabase, for your database and document storage.
• Vercel, for hosting the application.
• Resend, for sending email.

We will tell you in advance if we intend to add or change a provider that processes your data, so that you have the opportunity to object.

Security

Your agency's data sits in its own database, separate from other agencies. Access is controlled by individual user accounts with permissions you set. Data is encrypted in transit. We keep the number of people with administrative access to a minimum, and we review that access.

Retention and deletion

We keep your data for as long as your subscription runs, and then in line with section 4. You may ask us at any time to delete specific records, and we will do so unless we are required to retain them by law.

If something goes wrong

If we become aware of a personal data breach affecting your data, we will tell you without undue delay, and we will give you the information you need to meet your own reporting obligations.

Your rights and ours

We will help you respond to requests from individuals exercising their data protection rights, and to any regulator enquiry, so far as the request relates to data we hold for you. If you require a separate data processing agreement, we will sign one; ask us and we will provide it.

9 Availability and backups

We aim to keep AgencyOS available at all times, and we monitor it, but we do not guarantee uninterrupted availability and we do not currently offer a contractual uptime figure.

Where we need to carry out maintenance that will interrupt the service, we will give you notice and schedule it outside normal working hours wherever we can. Urgent fixes may occasionally need to be applied without notice.

Backups of your database are taken regularly. If data is lost, we will make reasonable efforts to restore it from the most recent backup. Restoration is on a best efforts basis, and we cannot guarantee that no data will be lost between the last backup and the point of failure.

Parts of the service depend on third party providers, including those named in section 8. Where one of those providers has an outage, the affected part of AgencyOS may be unavailable, and that is outside our control.

10 Support

Support is included in your monthly licence fee and is provided by email to info@bournenco.com and by WhatsApp, during normal business hours, Monday to Friday.

Included: answering questions about using the system, investigating and fixing faults, changing your settings, templates and branding, adding and removing user accounts, and general guidance.

Not included, and quoted separately: bespoke development or features specific to your agency, repeat bulk data imports after go-live, migration to or from other systems beyond the initial load, and training beyond the handover we provide at go-live.

We aim to acknowledge support requests the same working day, and to deal with anything preventing you from working as a priority.

11 Intellectual property

AgencyOS, including its software, design, structure, email templates, documents and branding, belongs to Bourne & Co Estates Ltd, and nothing in these terms transfers any of it to you.

Your data remains yours. The property, landlord, tenant, contractor and financial records you put into the system belong to you, and you can export them as set out in section 4.

Your licence is non-exclusive, non-transferable, and for the use of your own agency only. You may not resell, sublicense, rent out or share access to the system with another agency, and you may not copy, decompile or reverse engineer it, or attempt to extract its source code.

The branding applied to your system, your logo, colours and agency identity, remains yours.

12 Changes to the system and these terms

We develop AgencyOS continuously, and we will add features, improve existing ones and fix problems over time. Improvements are included in your licence at no extra cost.

We will not remove or materially reduce a core part of the system that you rely on without giving you at least 30 days notice. If we do, and the change materially disadvantages you, you may cancel within that notice period without further charge.

We may update these terms. If we make a material change we will give you at least 30 days written notice, and the current version will always be published on this page with its version number and date.

We may change our fees by giving you at least 60 days written notice. If you do not wish to accept a fee increase, you may cancel before it takes effect.

13 Liability

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that:

• We are not liable for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings.
• We are not liable for loss or corruption of data beyond our obligation to restore from backup in section 9.
• We are not liable for payments made in reliance on figures you have not checked, or for the consequences of incorrect details you have supplied to us.
• Our total liability in connection with this agreement, in any twelve month period, is limited to the total fees you paid us in the twelve months before the claim arose.

AgencyOS is provided on the basis that it is a tool supporting your business, and that you retain professional judgement over the decisions you make using it.

14 Confidentiality

Each of us may come to know confidential information about the other, including your client and financial data, and our software and commercial arrangements. Neither of us will disclose the other's confidential information to anyone else, except to people who need it to perform this agreement, or where we are required to by law.

This obligation continues after the agreement ends.

15 General and governing law

If any part of these terms is found to be unenforceable, the rest continues to apply.

Neither of us is liable for failure to perform caused by events outside our reasonable control.

You may not transfer your rights under this agreement without our written consent. We may transfer ours to a company that acquires our business, and we will tell you if that happens.

This agreement is the whole agreement between us about AgencyOS, and it replaces anything said or written beforehand.

These terms are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

16 How to contact us

For anything relating to these terms, your subscription, your data, or support: