Ecclesiastical Smart Properties terms and conditions

These terms and conditions (Terms) and the Order Form (the Agreement) are an Add-on to your Policy and are entered into between the organisation stated in the Order Form (‘Customer’ or ‘you’) and Ecclesiastical Insurance Office Plc, Benefact House, 2000 Pioneer Avenue, Gloucester Business Park, Brockworth, Gloucester, GL3 4AW, company number 00024869 (‘Ecclesiastical’ ‘we’ ‘us’ or ‘our’). The details of the add-on are set out within the Order Form.

The Customer's attention is particularly drawn to the provisions of Clause 18 (Liability).

1. These Terms are the basis on which we provide the Smart Properties Devices Package and Smart Services to you. Please read these Terms carefully before you complete and return the Order Form. These Terms tell you how we will provide the Smart Services to you, how you and we may change or end the Agreement, what to do if there is a problem and other important information. If you think that there is a mistake in these Terms, please contact your usual Ecclesiastical representative to discuss.

2. Any terms not defined within these Terms shall have the meaning given to them in the terms of your Policy.

3. If there is any conflict or ambiguity between the terms of your Policy, these Terms and the Order Form, then to the extent of such conflict, the conflict shall be resolved in the following order of priority: (i) the terms of your Policy; (ii) the Order Form; and (iii) these Terms.

4. Commencement and term

4.1 By completing and returning the Order Form to us you agree to be bound by our terms and conditions contained in these Terms. Submitting the Order Form is subject to our acceptance of this offer and we will not consider ourselves bound by an agreement with you unless we have issued you a confirmation by email.

4.2 The Agreement shall commence on the Start Date stated within the Order Form and shall continue until 23:59 GMT on the End Date stated within the Order Form, unless terminated earlier in accordance with these Terms.

5. Smart Properties Devices Package and Smart Services

5.1 Smart Properties Devices Package and Smart Services will be supplied by Shepherd Network Limited (Company No. 9466191) (Shepherd), for which Ecclesiastical and Shepherd have entered into a separate agreement (Service Agreement).

5.2 Shepherd (with the assistance of its goods and services providers) will courier the Smart Properties Devices Package to the contact and address listed in the Order Form, to arrive on or before a date agreed in writing between you and Ecclesiastical.

5.3 The Smart Services will be provided to you with effect from the successful installation of the Smart Properties Devices Package.

5.4 The Smart Properties Devices Package will remain the property of Ecclesiastical.

6. Limitations to the Smart Properties Devices Package and Smart Services

6.1 Ecclesiastical provides no guarantee that the Smart Properties Devices Package and the Smart Services will prevent any damage occurring to the premises.

6.2 Smart Properties Devices Package and the Smart Services are a risk mitigation tool to provide an early warning of a potential hazard through the Alerts (as described below). Allowing you to take prompt action to mitigate or avoid damage to the premises.

7. Installation of Smart Properties Devices Package

7.1 Unless agreed otherwise in writing between you and Ecclesiastical, you shall within 30 calendar days of receipt, install the Smart Properties Devices Package at the premises in accordance with the documentation supplied with the Smart Properties Devices Package (Installation Guide).

7.2 If you are unsure if you have installed the Smart Properties Devices Package correctly please contact your usual Ecclesiastical representative.

8. Shepherd hub (Smart Services)

8.1 Pursuant to the terms of the Service Agreement, we receive access to a cloud based platform designed and manufactured by Shepherd providing monitoring, alerting and risk data, via app.shprd.com or any other website notified to Ecclesiastical by Shepherd from time to time (Shepherd Hub). Under the terms of the Service Agreement we are able to authorise certain customers (such as you) to use the Shepherd Hub as part of the Smart Services, Shepherd grants such customers a licence to access and use the Shepherd Hub.

8.2 A written communication will be automatically sent by the Shepherd Hub and delivered via an email, telephone or SMS text message to the Responder/s (Alert), in accordance with the escalation process stated within the Shepherd Hub, notifying that person that a risk threshold relating to the assets and environmental conditions at the premises has been breached (such an event being an Alert Trigger) and providing full details of the same. Full details of the Alert process can be found in the Shepherd User Manual

8.3 Your access to and use of the Shepherd Hub and the information, materials, products and services available through the Shepherd Hub are subject to all applicable laws and regulations and Shepherd’s Terms of Use.

8.4 You will be provided with a username and password to access the Shepherd Hub (Login). You must treat your Login as confidential and must not disclose it to any third party. You are responsible for maintaining the security of Logins to your account. Each Login may only be used by one person. Should you require further Logins for Your organisation please contact Shepherd via email at support@shprd.com.

9. Support services

9.1 In the event you require any technical support in relation to the Shepherd Hub, please contact the Shepherd Helpdesk by email at: support@shprd.com.

Opening times: 8.30am to 5.30pm, Monday to Friday (excluding bank holidays in England and Wales)

9.2 Should you require any technical support in relation to Smart Properties Devices Package or the Smart Services, please contact your usual Ecclesiastical representative.

10. Additional devices and services

10.1 Where you request any Additional Devices and Services (as specified in the Order Form), we will place an order with Shepherd on your behalf, these will then be provided to you directly by Shepherd and shall be governed by Shepherd’s Standard Terms and Conditions.

11. Your obligations

You shall:

a. inform Ecclesiastical and Shepherd via support@shprd.com of any change to the contact details, removal or addition of a Responder stated in the Order Form as soon as reasonably possible;

b. designate a Responder/s to respond to Alerts issued by the Shepherd Hub;

c. promptly replace the batteries within the Smart Properties Devices Package upon receiving a notification from the Shepherd Hub to do so;

d. inform your usual Ecclesiastical representative immediately in the event of any damage to the Smart Properties Devices Package; and

e. co-operate with Ecclesiastical and Shepherd in all matters and provide, in a timely manner, such information as Ecclesiastical and Shepherd may reasonably require to supply the Smart Properties Devices Package and perform the Smart Services, ensuring that such information is accurate and complete in all material respects.

11.2 If Ecclesiastical's performance of its obligations under the Agreement is prevented or delayed by any act or omission of you, your agents, subcontractors, consultants or employees, Ecclesiastical shall:

a. not be liable for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay; and

b. be entitled to recover any additional costs, charges or losses Ecclesiastical sustains or incurs that arise directly or indirectly from such prevention or delay.

12. Device Data

12.1 The Smart Properties Devices Package and the Additional Devices will as part of the Smart Services generate data in relation to the premises (Device Data). None of the Device Data will be personal information.

12.2 The Device Data will be securely uploaded to the Shepherd Hub allowing both Shepherd and Ecclesiastical to use the Device Data to learn more about detecting water leaks and temperature variations, how customers react to water leak and temperature Alerts and how Smart Properties Devices Package can help our customers in the future. We won’t use the Device Data in relation to your insurance policy.

12.3 As part of the Smart Services you will also have access to the Device Data via the Shepherd Hub.

13. Intellectual Property

13.1 You hereby acknowledge that any and all Intellectual Property Rights in:

a. Device Data shall belong to Shepherd and Shepherd grants Ecclesiastical and its group companies a licence to use or otherwise freely exploit the Device Data; and

b. the Shepherd Hub and the Smart Properties Devices Package shall belong to Shepherd.

13.2 For the purposes of this clause 13 Intellectual Property Rights shall mean patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off.

14. Consideration

In consideration for the use of the Smart Properties Devices Package and the provision of the Smart Services, you shall permit Ecclesiastical and Shepherd to own and use the Device Data as set out within clause 13, the sufficiency of which is acknowledged and accepted by you and Ecclesiastical.

15. Data Protection

15.1 You have provided personal information in the form of a name and contact details for delivery and the Responders in the Order Form.

15.2 Ecclesiastical will act as controller in respect of any personal information provided by you as part of the Smart Properties Add-on. To allow you to receive the Smart Properties Devices Package and the Smart Services we will need to share this personal information with Shepherd who will for the purposes of this Agreement act as our processor. Shepherd will need to share your delivery name and address and your Responder details with the goods and services providers it has contracted with, including its subcontractors and IT providers.

15.3 Ecclesiastical and Shepherd will process such personal data for the purposes of delivering the Smart Properties Devices Package to the contact and delivery address stated within the Order Form, providing the Smart Services to you and any associated support services.

15.4 Where you provide us with another person’s personal information (such as the Responder/s listed in the Order Form), you must ensure that you do so with their consent and that you have informed them of our and Shepherd’s identity and the purposes for which their personal information will be processed. You must also provide them with a copy of Ecclesiastical and Shepherd’s privacy policy.

15.5 Ecclesiastical will use the personal information you provide only in accordance with our privacy policy. A copy of our privacy policy is available to access and download via this website.

15.6 Shepherd will use the personal information you provide only in accordance with its privacy policy. A copy of Shepherd’s privacy policy is available to access and download via its website.

16. Confidentiality

16.1 Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 16. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

16.2 Each party may disclose the other party's confidential information:

a. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 16; and

b. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16.3 Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Agreement.

17. Complaints

17.1 All complaints in relation to the provision of the Smart Services must be made by email or phone to your usual Ecclesiastical representative.

17.2 Ecclesiastical will endeavour to respond to all complaints as soon as possible.

17.3 Details of Ecclesiastical’s Complaints Handling Procedures.

18. Liability: The customers attention is particularly drawn to this clause

18.1 This Agreement is separate to the terms of your Policy and will not impact any claim that you make under your Policy.

18.2 Nothing in this Agreement limits or excludes our liability for:

a. death or personal injury caused by our negligence;

b. fraud or fraudulent misrepresentation; or

c. any other liability which it would be contrary to law to exclude.

18.3 Subject to clauses 18.1, 18.2 and 18.4, in the event that any loss is not recoverable under your Policy Ecclesiastical shall have no liability to you under this Agreement for any loss:

a. where you fail to install the Smart Properties Devices Package in accordance with the Installation Guide;

b. where you fail to promptly replace the batteries of the Smart Properties Devices Package upon receiving a notification via the Shepherd Hub to do so;

c. where you fail to inform us of any damage to the Smart Properties Devices Package in accordance with clause 11(d);

d. where following receipt of an Alert you fail to take prompt action to mitigate or avoid damage; or

e. as a result of any failure or delay of the Shepherd Hub issuing an Alert.

18.4 We will, subject to clauses 18.1 to 18.3, under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for, among other things:

a. any loss of profits, sales, business, or revenue;

b. loss of business opportunity;

c. loss of anticipated savings; and

d. loss of goodwill.

18.5 Subject to clauses 18.1 to 18.4, our total liability to you shall be limited to £1,000.

18.6 This clause 18 shall survive termination of the Agreement.

19. Termination

19.1 Either party may terminate this Agreement in accordance with clause 19 or by giving to the other party not less than 2 weeks’ written notice.

19.2 Either party may terminate this Agreement by notice in writing with immediate effect where:

a. the other party commits a material breach of this Agreement which is not capable of remedy or, where such breach is capable of remedy, fails to remedy that breach within a period of 10 Working Days after being notified in writing to do so;

b. either other party passes a resolution for winding up or dissolution (otherwise than for the purposes of and followed by an amalgamation or reconstruction) or an application is made for, or any meeting of its directors or members resolves to make an application for, an administration order in relation to it or any party gives or files notice of intention to appoint an administrator of it or such an administrator is appointed, or the court makes a winding-up order, or the company makes a composition or arrangement with its creditors, or an administrative receiver, receiver, manager or supervisor is appointed by a creditor or by the court, or possession is taken of any of its property under the terms of any security or any expropriation, attachment, requisition, distress or execution affects any of its property; or

c. where the other party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

d. any similar event occurs under the law of any other jurisdiction.

19.3 Without affecting any other right or remedy available to it, Ecclesiastical may terminate the Agreement with immediate effect by giving you written notice if you undergo a change of control, within the meaning of section 1124 of the Corporation Tax Act 2010.

19.4 On termination of the Agreement for whatever reason:

a. any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect; and

b. termination of the Agreement shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

19.5 For the avoidance of doubt, where this Agreement is terminated (howsoever occasioned), this shall not affect the validity of your Policy unless the Policy is also terminated.

20. Consequences of you terminating your policy

20.1 In the event that you cancel your Policy before the Smart Services End Date, the Smart Services shall automatically terminate with effect from the end date of your Policy (Expiry Date).

20.2 You must within 30 calendar days of the Expiry Date return the Smart Properties Devices Package, using the pre-paid return envelope that we post to you or allow our representative to collect the Smart Properties Devices Package from you.

21. Consequences of us terminating your policy

21.1 In the event that we cancel your Policy before the Smart Services End Date, the Smart Services shall automatically terminate with effect from the end date of your Policy (Expiry Date).

21.2 You must within 30 calendar days of the Expiry Date return the Smart Properties Devices Package, using the pre-paid return envelope that we post to you or allow our representative to collect the Smart Properties Devices Package from you.

22. Notices

22.1 Except as otherwise expressly provided within these Terms, no notice or other communication from one party to the other shall have any validity under these Terms unless made in writing by or on behalf of the party concerned.

22.2 Any notice or other communication which is to be given by either party to the other shall be given by letter (sent by hand, post, registered post or by the recorded delivery service) to the individual named within the Order Form and copied by electronic mail to addresses stated within the Order Form.

22.3 Provided the relevant notice or communication is not returned as undelivered, it shall be deemed to have been given two Working Days after the day on which the letter was posted.

22.4 Either party may change its address for service by serving a notice in accordance with this clause.

23. Miscellaneous

23.1 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaching this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

23.2 Neither you nor we will be liable to the other for any failure or delay, or for the consequences of any failure or delay, in performance of this Agreement if it is due to any event beyond reasonable control and contemplation. This includes, without limitation, acts of God, war, industrial disputes, protests, fire, flood, storm, explosion, an act of terrorism and national emergencies.

23.3 We may transfer this Agreement to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will inform you in writing if this happens and will use reasonable endeavours to ensure that the transfer will not affect your rights under the Agreement.

23.4 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

23.5 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

23.6 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

23.7 Ecclesiastical may change these Terms by notice to you (for example, by a notice by email, text message or mail), and both parties agree that changes cannot be retroactive. If you do not agree to these changes, you must stop using the Smart Properties Devices Package and Smart Services.

23.8 If a court finds part of this Agreement illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

This Agreement is governed by the laws of England, and any dispute arising under or in connection with this Agreement shall be subject to the exclusive Jurisdiction of the English and Welsh courts.

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