Rehoming Partner Terms

Version dated: 15/08/2023

Only Rescues Ltd (“Only Rescues”) vision is for every dog and cat to have a safe, loving, forever home. Only Rescues is delighted that your organisation (the “Rehoming Partner”) wishes to help Only Rescues achieve this.

These Rehoming Partner Terms (these “Partner Terms”) together with the online services terms located here (the “Online Service Terms”) are the terms and conditions that apply to Only Rescues’ provision of its Online Services (as defined in the Online Service Terms) to the Rehoming Partner (the “Agreement”).

By accepting these Partner Terms (including by clicking to accept these Partner Terms on the Online Services or using the Online Services), the Agreement is entered into and forms a legally binding contract between Only Rescues and the Rehoming Partner.

If you are accepting these Partner Terms on behalf of the Rehoming Partner, you confirm that you have read and understood these Partner Terms and the Online Services Terms and that you are authorised to bind the Rehoming Partner to the Agreement.

1. Interpretation

1. Words and expressions that are defined in the Online Service Terms shall have the same meaning when used in these Partner Terms. The Online Service Terms are incorporated into these Partner Terms by reference.

2. In these Partner Terms:

1. a reference to a “clause” is to a clause of these Partner Terms and a references to a “Section” is a to a section of the Online Service Terms.

2. the words “include”, “including” and “for example” (or any similar expression) shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

3. “Rehoming Partner Content” means any materials that Rehoming Partner submits to Only Rescues or publishes on the Online Services, including information about and profiles of pets that are available for adoption, images and any other information about Rehoming Partner or its adoption services.

2. Use of the Online Services

1. Rehoming Partner acknowledges that the Online Service Terms form an integral part of the Agreement. Rehoming Partner will comply with all provisions of the Online Service Terms that are applicable to Rehoming Partner, as if they were set out in full in these Partner Terms. Without prejudice to the generality of this clause 2.1, the remainder of this clause 2 sets out additional terms which supplement the Online Service Terms and apply specifically to Rehoming Partner.

2. Rehoming Partner is solely responsible for its animal adoption services and its dealings with individuals, in accordance with Section 2 of the Online Services Terms. Rehoming Partner will:

1. ensure the authenticity, appropriateness and trustworthiness of any individual who has applied to Rehoming Partner, and who it selects to adopt an animal (including by conducting all necessary checks to ensure that the animal is going to a safe home that is appropriate to the animal’s needs);  

2. in a prominent manner, bring to the attention of the applicant all relevant information about an animal they have applied to adopt (including the information listed at clause 2.3(c));

3. conduct an assessment, prior to placing an animal in a new home, to ensure that Rehoming Partner is satisfied that the animal will not be a risk to the applicant or the applicant’s household (for example, Rehoming Partner will not rehome a dog that it knows, or ought reasonably to know, is aggressive towards children in a home with children); and  

4. not otherwise do, or omit to do, any act or thing that (i) brings Only Rescues or the Online Services into disrepute and/or cause Only Rescues any adverse publicity; or (ii) that in any way harms Only Rescues or its other users.

3. Rehoming Partner acknowledges that Only Rescues may, at its absolute discretion, determine the suitability of Rehoming Partner Content for inclusion on the Online Services in accordance with Section 9.2 of the Online Services Terms), and that Rehoming Partner Content must not be misleading or false (in accordance with Section 9.3 of the Online Service Terms). Rehoming Partner will:

1. ensure that any animal profile that it publishes to the Online Services uses good quality images that are a true likeness of the animal that Rehoming Partner is making available for adoption;

2. take care to ensure that the information that Rehoming Partner provides is free of errors (including spelling and grammatical errors) and is to a professional standard;

3. provide accurate and complete information about an animal that Rehoming Partner publishes for adoption on the Online Services – in particular Rehoming Partner will disclose full information about an animal’s medical conditions and history and/or behavioural issues, including any needs of the animal (including their suitability to be homed with other animals and/or children) and any other information that is necessary to enable a prospective adopter of the animal to assess the suitability of the animal for their home; and

4. actively manage the animal profiles including (but not limited to) updating animal listings regularly (including where relevant marking an animal as reserved for adoption), remove any animal listings where an animal is no longer available for adoption and respond to enquiries in a reasonably prompt and timely manner.

3. Intellectual Property Rights and Publicity

1. Rehoming Partner grants to Only Rescues a royalty-free, worldwide, irrevocable, non-exclusive right and license to use Rehoming Partner's trade names, trade marks, service marks, logos, domain names and other distinctive brand features (“Brand Features”) in connection with the Online Services, including in publication of the same on the Online Services and in materials that promote Only Rescues and/or the Online Services.

2. Only Rescues will use the Brand Features in accordance with Rehoming Partner’s reasonable instructions. Except as set out in the Agreement (including clause 3.1), only Rescues acknowledge that all rights in the Brand Features are reserved to Rehoming Partner.  

3. Only Rescues may make announcements relating to the existence of the Agreement or its subject matter and make press releases or other publicity and enter into advertising and marketing in relation to the Agreement.

4. representations and warranties

1. Rehoming Partner warrants, represents, and undertakes on an ongoing basis that it:

1. will act reasonably and in good faith and co-operate with Only Rescues in a timely manner in all matters relating to the Agreement;

2. is (and at all times will remain) (i) registered as a charity with the Charity Commission for England and Wales (or other appropriate governmental body in the jurisdiction in which it is established) and/or (ii) a non-profit animal-welfare organisation;

3. will have and maintain all permits, certificates, registrations, licences and approvals applicable to its activities under the Agreement;

4. are (and will continue to be) able to facilitate the safe and structured adoption of animals by Only Rescues individual users;

5. have been actively and successfully rehoming animals for a period of at least six (6) months immediately prior to the commencement of the Agreement;

6. unless otherwise agreed by Only Rescues in writing from time to time, will not publish on the Online Service any animal other than domestic cats or dogs only;  

7. will act in the best interests of the animal that it places for adoption and Only Rescues other users;  

8. are in compliance with, and will at all times comply with, all applicable laws, including the Animal Welfare Act 2006 and/or any other applicable animal welfare legislation (“Animal Welfare Laws”);

9. has never been investigated, charged and/or convicted in respect of offences under Animal Welfare Laws, nor have any of its directors (or other persons with the ability to direct the affairs of Rehoming Partner) been investigated, charged and/or convicted in respect of such offences;

10. will not seek to rehome an animal with one of Only Rescues’ users for a fee, except for a reasonable and nominal adoption fee to facilitate an adoption (including fees incurred in complying with clause 4.1(l)(iii));  

11. will not allow any person other than its authorised personnel to use Rehoming Partner’s login details and/or account;

12. will, in relation to each animal that it publishes on the Online Services as being available for adoption, ensure that:

1. it has all necessary rights, permissions, and consents to make such animal available for adoption; and

2. the animal is available for adoption directly through its adoption services, and it is not facilitating animal adoption services provided by a third party or the sale of any animal by a third party (including but not limited to private breeders);

3. the animal is vaccinated, neutered, defleaed, dewormed, microchipped, and (where required by applicable legal requirements) registered;

4. it has in place, and exercises, robust assessment protocols and/or procedures for determining user fitness for adoption (for example in-person meetings and home visits); and  

5. it will have a ‘rehoming policy’ addressing the procedures that will apply in the event that the user wishes to return an animal that Rehoming Partner has placed into their care.

5. Termination

1. The Agreement commences when Rehoming Partner accepts these Partner Terms and shall continue unless Rehoming Partner or Only Rescues terminates it earlier in accordance with this clause 5 (“Term”).

2. Each party may terminate the Agreement at any time and for any reason on giving to the other party at least fourteen (14) days’ written notice.

3. Only Rescues may terminate the Agreement immediately on giving Rehoming Partner written notice if:

1. Rehoming Partner commits a breach of any of the terms of the Agreement;

2. Rehoming Partner otherwise ceases to be eligible to be a Rehoming Partner; or

3. Only Rescues has reason to believe that Only Recues is required by applicable law or regulation to discontinue the partnership.

4. Without affecting Only Rescues right to terminate the Agreement, where Only Rescues has cause to terminate the Agreement, Only Rescues may (in its sole discretion) instead elect to suspend the Agreement for such period as it considers necessary to investigate the relevant issue.

5. On termination of the Agreement for any reason:

1. Rehoming Partner's access to the Online Services shall be revoked and Rehoming Partner Content shall be removed; and

2. the license granted to Only Rescues in clause 3.1 shall end and Only Rescues will remove the Brand Features from the Online Services within a reasonable period of time, provided that nothing in this clause will require Only Rescues to remove the Brand Features from promotional materials that have been (or are in the process of being) printed as at the date of termination.

6. Termination of the Agreement for any reason shall not affect:

1. the rights or liabilities of either party accrued prior to and including the date of termination; and/or

2. the continued existence and validity of the rights and liabilities of the parties under those provisions that are expressed to, or by implication are intended to, survive termination or expiry.

7. Where Only Rescues has terminated or suspended the Agreement pursuant to clauses 5.3 or 5.4:

1. Rehoming Partner will cease handling any outstanding and/or in-process applications that it has received from Only Rescues’ users, and Rehoming Partner will delete such applications in accordance with its obligations under clause 6;  

2. Rehoming Partner will cease all communications and activity in respect of the users that have made the applications referred to in clause 5.7(a) other than to inform those users that Rehoming Partner is no longer processing their application;

3. Rehoming Partner will certify to Only Rescues within seven (7) days of the effective date of termination that it has complied with this clause 5.7; and

4. Rehoming Partner agrees that Only Rescues shall be entitled to inform all affected users of the Online Services that it is no longer a Rehoming Partner and that any active adoption applications have terminated.

6. Data Protection

1. In this clause:

1. “Data Privacy Laws” means all applicable laws and regulations governing the handling of personal data, including the UK GDPR (as defined in the Data Protection Act 2018); and

2. any references to “controller”, “data subject”, “processor”, “processing”, “personal data”, and “supervisory authority”) have the meaning given to them in the UK GDPR;

2. Each party will comply with the obligations applicable to it under the Data Privacy Laws.

3. To the extent that Rehoming Partner receives user personal data under or in connection with the Agreement, Rehoming Partner is an independent controller of such personal data (and Only Rescues also an independent controller of user personal data).

4. Each party will provide the other party with such cooperation, information, and assistance as is reasonably requested by the other party to ensure compliance by the parties with the Data Privacy Laws. In particular, Rehoming Partner will, without undue delay (and in any event within forty-eight (48) hours), notify Only Rescues and provide such co-operation, assistance and information as Only Rescues may reasonably require if Rehoming Partner:

1. receives, from a data subject or a supervisory authority, any complaint, notice or communication (including any rights request from a data subject) that directly or indirectly relates to Only Rescues or the Online Services; and/or

2. becomes aware of any personal data breach affecting user personal data that Rehoming Partner processed in connection with the Agreement.

5. Rehoming Partner will at all times have in place a privacy ‘notice’ or ‘policy’ which:

1. complies with transparency requirements of the Data Privacy Laws, including Articles 13 and/or 14 of the UK GDPR; and

2. Rehoming Partner will prominently make available to data subjects.

Rehoming Partner will provide Only Rescues with a copy of, or a link to, such privacy notice/policy (and any updates to the same), and Rehoming Partner acknowledges and agrees that Only Rescues shall be entitled to provide the same to users of the Online Services.

7. Confidentiality

1. Each party shall keep secret and confidential all information disclosed to it (whether in writing, verbally or otherwise) under or in connection with the Agreement which is of a confidential or proprietary nature (including the existence and terms of the Agreement).

2. The receiving party shall not use, disclose, exploit, copy or modify such confidential information except for the purposes of the proper performance of the Agreement or with the prior written consent of the other party.

3. The obligations of confidentiality in this clause 7 shall not extend to any information that a party can show:

1. is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under the Agreement;

2. was developed by it independently of any confidential information disclosed by the other party;

3. was independently disclosed to it by a third party entitled to disclose the same; or

4. is legally required to be disclosed under any applicable law.

8. Liability

1. The exclusions and limitations of liability set out in Section 14 of the Online Service Terms shall apply to the Agreement (with references in that Section to "these Terms" being deemed to be a reference to "the Agreement"). 

9. Notices

1. In this clause 9, “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business and “Business Hours” means the period from 9.00 am to 5.00 pm on any Business Day.

2. Any notice given to a party under or in connection with the Agreement shall be in writing and shall be:

1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

2. sent by email to:

1. hello@onlyrescues.com in the cases of notices to Only Rescues

2. the email address associated with Rehoming Partner’s account or any other email address that Rehoming Partner uses to communicate with Only Rescues from time to time.

3. Any notice shall be deemed to have been received:

1. if delivered by hand, at the time the notice is left at the proper address; or

2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or

3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

4. This clause 9 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

10. General

1. In the event of any conflict between these Partner Terms and the Online Service Terms, these Partner Terms shall prevail.

2. Rehoming Partner will not, without Only Rescues’ prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Rehoming Partner's rights and/or obligations under the Agreement.

3. If any provision of the Agreement is held to be illegal or unenforceable, such provision shall be limited or excluded from the Agreement to the minimum extent required, and the balance of the Agreement shall be interpreted as if such provision was so limited or excluded and shall be enforceable in accordance with its terms.

4. Only Rescues may make changes to these Partner Terms or the Online Service Terms from time to time by written notice to Rehoming Partner or by publication of updated terms on the Online Services. Such changes shall be binding and automatically incorporated into the Agreement. If Rehoming Partner does not agree to such changes, Rehoming Partner must stop using the Online Services. If Rehoming Partner uses the Online Services after the date on which these Partner Terms and/or the Online Service Terms have changed, Partner agrees that such use will constitute acceptance of the updated Partner Terms and/or the Online Service Terms.

5. The parties do not intend that any term of the Agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 (or otherwise) by any person who is not a party to the Agreement.

6. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. The failure of either party to enforce any right under the Agreement does not constitute a waiver of such right and shall not affect that party’s right later to enforce or exercise such right.

7. Neither party shall be liable to the extent that it is delayed in or prevented from performing its obligations under the Agreement to the extent that it is delayed in or prevented from doing so due to any act, event, non-happening, omission or accident beyond its reasonable control (including without limitation acts of any government, adverse weather, natural disaster, fire, explosion, epidemic, labour dispute including strikes, war, terrorist activity or civil commotion).

8. Nothing in the Agreement is intended to or shall operate to create a partnership between Rehoming Partner and Only Rescues or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

9. The Agreement constitutes the entire agreement between Rehoming Partner and Only Rescues and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Neither of the parties have entered into the Agreement in reliance on anything communicated to either party except to the extent expressly set out in the Agreement.

10. The construction, validity and performance of the Agreement shall be governed in all respects by the laws of England and Wales and the exclusive forum for settling any disputes shall be the English courts.