Terms & Conditions

2.1 Access to Our Site is free of charge. Unless otherwise stated, Our Site does not require payment of any kind in order to access or use it, although specific Services may be chargeable. Providers of goods and services that may be procured through Our Site may charge You for any and all such goods and services that they provide to You.

2.2 Access to Content or Services may require the creation of an Account. You must be at least 18 years old to create an Account.

2.3 It is your responsibility to make any and all arrangements necessary in order to access Our Site or Our Services effectively. You are responsible for procuring and maintaining the network connections that connect You to Our Site or Our Services, including, but not limited to, compatible browser software. OneDome Ltd assumes no liability or responsibility for the performance or reliability of Your connection to Our Site or Our Services.

2.4 Access to Our Site and Our Services is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site or Our Services (or any part thereof) at any time and without notice. We will not be liable to you in any way if Our Site or Our Services (or any part thereof) is unavailable at any time and for any period.

2.5 Any Contract between You and Us for the provision of Services will incorporate these Terms and Conditions. Where there is a conflict between a term of the Contract and these Terms and Conditions, the term of the Contract will prevail.

2.6 Where You are a Commercial User, Your use of Our Site and Our Services binds both You and Your business and / or employer (as appropriate) to these Terms and Conditions. Unless the context requires otherwise, all references to ‘You’ within these Terms and Conditions refer to both the individual user and the relevant person, company or legal entity on whose behalf and in the course of whose trade, business or employment they are acting. You warrant and represent that You either:

2.6.1 have authority to bind the other person, company or legal entity as envisaged in clause 2.6 above; or

2.6.2 the other person, company or legal entity is already so bound by these Terms and Conditions and You are accessing Our Site or Our Services though an account that has been set up and is administered for you, by them or by their appointed super user.

Changes to these Terms and Conditions

4.1 We may alter these Terms and Conditions at any time. Any such changes will become binding on You upon your first use of Our Site or Our Services after the changes have been implemented. You are therefore advised to check this page from time to time.

4.2 In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.

Contacting Us

4.3 To contact Us, please email Us at [email protected] or using any of the methods provided on Our contact page.

Communications from Us

4.4 We may from time to time send you important notices by email or via Your Account. Such notices may relate to matters including, but not limited to, service updates, service changes, billing, fees and changes to these Terms and Conditions.

4.5 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link or you may manage your preferences in respect of marketing communications from within your Account management page. If You opt out of receiving emails from Us at any time, it may take up to 5 business days for your new preferences to take effect.

4.6 For questions or complaints about communications from Us (including, but not limited to marketing emails), please contact Us a [email protected]

Privacy and Cookies

4.7 Use of Our Site and Our Services is also governed by Our Privacy Policy. These policies are incorporated into these Terms and Conditions by this reference.

Third Party Rights

4.8 Nothing in these Terms and Conditions shall confer any rights upon any third party under the provisions of the Contracts (Rights of Third Parties) Act 1999. The agreement created by these Terms and Conditions is between You and OneDome Ltd.

No Waiver

4.9 No failure or delay by either Party in exercising their respective rights under these Terms and Conditions or shall be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of these shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

Law and Jurisdiction

4.10 These Terms and Conditions, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

4.11 Should any provisions of these terms of use be found to be invalid on unenforceable by a court of competent jurisdiction then the invalid or unenforceable provision shall be replaced with a provision that gives effect to the intent of the original provision, to the extent permitted by the governing law and all other provisions of these terms and conditions shall remain is full force.

4.12     If You are a consumer, any disputes concerning these Terms and Conditions, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of either England, Wales, Scotland, or Northern Ireland, as, if appropriate, determined by your residency.

4.13     If You are a Commercial User, any disputes concerning these Terms and Conditions, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

5.1 All Content included on Our Site and the copyright and other intellectual property rights subsisting in that Content, unless specifically labelled otherwise, belongs to or has been licensed by Us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties. All rights are reserved.

5.2 Subject to sub-Clause 5.3 you may not reproduce, copy, distribute, sell, rent, sub-licence, store, or in any other manner re-use Content from Our Site unless given express written permission to do so by Us.

5.3 You may:

5.3.1 Access, view and use Our Site in a web browser (including any web browsing capability built into other types of software or app);

5.3.2 Download Our Site (or any part of it) for caching;

5.3.3 Print pages from Our Site;

5.3.4 Download extracts from pages on Our Site; and

5.3.5 Save pages from Our Site for later and/or offline viewing.

5.3.6 Our status as the owner and author of the Content on Our Site (or that of identified licensors, as appropriate) must always be acknowledged.

5.3.7 You may not use any Content or Services saved or downloaded from Our Site for commercial purposes without first obtaining a licence from Us (or our licensors, as appropriate) save where such a licence is explicitly granted within these Terms and Conditions or a Contract between You and Us. This does not prohibit the normal access, viewing and use of Our Site for general information purposes whether by Commercial Users or consumers.

5.3.8 Nothing in these Terms and Conditions limits or excludes the provisions of Chapter III of the Copyrights, Designs and Patents Act 1988 ‘Acts Permitted in Relation to Copyright Works’, covering in particular the making of temporary copies; the making of personal copies for private use; research and private study; the making of copies for text and data analysis for non-commercial research; criticism, review, quotation and news reporting; caricature, parody or pastiche; and the incidental inclusion of copyright material.

5.3.9 Unless expressly indicated to the contrary, all Intellectual Property Rights inherent in Our Services or their component parts, belongs to OneDome Ltd, including, but not limited to: the name of the Service, design elements, user interfaces, features and documentation.

5.3.10 You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile or dissemble any aspect or component of a Service owned by Us or any third-party supplier.

5.3.11 You may not access or seek to access Our Services through any means other than through the designated interface provided by Us for access.

5.3.12 Where You are a Commercial User of one of Our Services, You grant Us a non-exclusive, non-transferable, royalty free right to display Your Company Mark both within that Service and on Our Site.

Third Party Intellectual Property

5.4 Where expressly indicated, certain Content and the Intellectual Property Rights subsisting therein belongs to other parties.

Disclaimers

6.1 The Content on Our Site does not constitute advice on which you should rely. It is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to buying or selling property or the procuring of financial, legal or other professional or trade services.

6.2 We make no representation, warranty, or guarantee that Our Site will meet your requirements, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.

6.3 We make reasonable efforts to ensure that the Content on Our Site is complete, accurate, and up-to-date. We do not, however, make any representations, warranties or guarantees (whether express or implied) that the Content is complete, accurate, or up-to-date.

Liability and Indemnity

6.4 To the fullest extent permissible by law, We accept no liability to any User for any loss or damage, whether foreseeable or otherwise, in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising out of or in connection with the use of (or inability to use) Our Site or Our Services, or the use of or reliance upon any Content or Services included on Our Site.

6.5 Unless specified to the contrary herein, to the fullest extent permissible by law, We exclude all representations, warranties, and guarantees (whether express or implied) that may apply to Our Site or any Content or Services included on Our Site.

6.6 If You are a Commercial User, We accept no liability for loss of profits, sales, business or revenue; loss of business opportunity, goodwill or reputation; loss of anticipated savings; business interruption; or for any indirect or consequential loss or damage.

6.7 We accept no liability for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material or event that may adversely affect your hardware, software, data or other material that occurs as a result of Your use of Our Site or Our Services (including the downloading of any Content from it) or any other site referred to on Our Site.

6.8 We neither assume nor accept responsibility or liability arising out of any disruption or non-availability of Our Site or Our Services resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, natural events, acts of war, or legal restrictions and censorship.

6.9 Nothing in these Terms and Conditions excludes or restricts Our liability for fraud or fraudulent misrepresentation, for death or personal injury resulting from negligence, or for any other forms of liability which cannot be excluded or restricted by law.

6.10 OneDome Ltd reserves the right to alter, suspend or discontinue any part (or the whole of) Our Site including, but not limited to, the products and/or Services available. These Terms and Conditions shall continue to apply to any modified version of the Site unless it is expressly stated otherwise.

6.11 Our aggregate liability to You shall not exceed the total sum paid by You to Us for Services provided by Us to You, in the last 12 months preceding the event(s) giving rise to the claim.

6.12 You hereby indemnify Us and undertake to keep Us indemnified against all expenses, costs, liabilities, damage and loss (including without limitation legal expenses and any and all amounts paid to 3rd parties in settlement of a claim or dispute) incurred or suffered by Us and arising directly or indirectly for either Your breach of these Terms and Conditions or your use of Our Site or Our Services other than in accordance with these Terms and Conditions.

Third Parties

6.13 Our Site may contain links to third party products, services and websites. Unless expressly stated, these sites are not under Our control. We neither assume nor accept responsibility or liability for the content of third party sites. Further, where Our Site contains information provided by third parties, We accept no responsibility for any inaccuracies in this information. Nor, do We accept any responsibility or liability for any misleading or inaccurate advertising from third parties, which remains their sole responsibility. The inclusion of a link to another site on Our Site is for information only and does not, unless expressly stated to the contrary, imply any endorsement of the sites themselves or of those in control of them.

7.1 You may link to Our Site provided that:

7.1.1 You do so in a fair and legal manner;

7.1.2 You do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

7.1.3 You do not use any logos or trade marks displayed on Our Site without Our express written permission; and

7.1.4 You do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

7.2 You may link to a page other than the homepage of Our Site, www.OneDome.com.

7.3 Framing or embedding of Our Site on other websites is not permitted without Our express written permission. Please contact Us at [email protected] for further information.

7.4 You may not link to Our Site from any other site the main content of which contains material that:

7.4.1 Is sexually explicit;

7.4.2 Is obscene, deliberately offensive, hateful or otherwise inflammatory;

7.4.3 Promotes violence;

7.4.4 Promotes or assists in any form of unlawful activity;

7.4.5 Discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;

7.4.6 Is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

7.4.7 Is calculated or is otherwise likely to deceive another person;

7.4.8 Is designed or is otherwise likely to infringe (or to threaten to infringe) another person’s privacy;

7.4.9 Misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of sub-Clause 7.4);

7.4.10 Implies any form of affiliation with Us where none exists;

7.4.11 Infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks and database rights) of any other party; or

7.4.12 Is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

7.4.13 The content restrictions in sub-Clause 7.4 do not apply to content submitted to sites by other users provided that the primary purpose of the site accords with the provisions of sub-Clause 7.4. You are not, for example, prohibited from posting links on general-purpose social networking sites merely because another user may post such content. You are, however, prohibited from posting links on websites which focus on or encourage the submission of such content from users.

Data Introduced by Commercial Users

8.1 Where You are a Commercial User, both Client Data (that is not Personal Data) and Company Data that You upload, transmit or otherwise introduce to our servers in the course of using Our Service (Your Data), is your intellectual property. You grant Us a non-exclusive, non-transferable, royalty free licence to view and process Your Data for the purposes, of:

8.1.1 administering the Service on Your behalf; and

8.1.2 optimising and improving Our Site or Our Services; and

8.1.3 generating reporting or other analytics as to usage or our Site or Services; and

8.1.4 facilitating transactional or other commercial activity between You and other Users within Our Services; and

8.1.5 introducing Users to the full range of Our products and Services.

8.2 Where You are a Commercial User, You are responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Your Data and, as applicable to Your business, You and not OneDome Ltd (save in its role as data processor) are solely responsible under all relevant law, regulation and statute, in respect of Your Data held on Our servers.

8.3 If You are a Commercial User, and You introduce to, or hold within, Our servers, any Personal Data of the Client, You agree that You shall be the data controller and OneDome Ltd shall be a data processor and in any such case:

8.3.1 You shall ensure that You are entitled to transfer the relevant Personal Data to Us so that We may lawfully use, process and transfer the Personal Data in accordance with these Terms and Conditions on Your behalf;

8.3.2 You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation, including GDPR;

8.3.3 We shall process the Personal Data only in accordance with the terms of these Terms and Conditions and any lawful, documented instructions reasonably given by You from time to time; and

8.3.4 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.

8.4 It is agreed between You and Us that as, respectively, Data Controller and Data Processor for Personal Data of a Client that is introduced to or held within Our servers by You that:

8.4.1 We shall only process Client data, including Personal Data pertaining to that Client; and

8.4.2 We shall process such data for no longer than the duration of the Contract between You and Us, at the termination of which, We shall delete or return the Personal Data as requested by You or in any case, delete the data within 90 days unless such data has, at the request of the Client, being the data subject, been transferred to a third party who will thenceforth act as data controller of that data ; and

8.4.3 We shall process such data, only, for the purpose of facilitating the professional services being provided by You to that Client; and

8.4.4 We shall process Personal Data of that Client limited to that necessary for the proper performance of the professional services being provided by You to that Client and for such other purposes for which you have received the informed consent of that Client for such Personal Data to be processed; and

8.4.5 You have the right to audit Us in respect, only, of our processing of such Client Personal Data on Your behalf and We will provide You with such information as reasonably necessary to assist you in demonstrating Your compliance with Your obligations as a data controller; and

8.4.6 We will ensure that Our staff, who are involved in the processing of Client Personal Data are under a contractual duty of confidentiality in respect to inter alia, that Client Data; and

8.4.7 We will store all Client Personal data processed by Us on Your behalf in a secure, encrypted, manner to protect against unauthorised or unlawful processing, accidental loss, destruction or damage; and

8.4.8 We will make notification to You and as required any relevant supervisory authority of any data breach of which we come aware, including any notifiable data breach, without delay and in any case within 72 hours of becoming aware of such a breach; and

8.4.9 We will on receipt of written instructions from You assist You in complying with Your obligations in respect of data subjects exercising their rights, including the deletion of any and all Client data held on a given Client who has requested such data be deleted.

Data Introduced by Clients

8.5 Client Data uploaded, transmitted or otherwise introduced to our Servers by a Client, in the course of Account creation or administration or registration, or to facilitate engagement with a Commercial User, may be used by us in the administration of Our Site and Our Services and will be managed in accordance with the provisions of Our Privacy Policy. Where such Client Data constitutes Personal Data, We will be a data controller and a data processor for the data.

Data Introduced by Users (other than Commercial Users)

8.6 Data uploaded, transmitted or otherwise introduced by Users of Our Site (not being Commercial Users or Clients), may be used by us in accordance with Our Privacy Policy.

Data Storage

8.7 All Personal Data is stored within the European Economic Area (EEA).

Data Protection

8.8 Any and all personal information that We may collect will be collected, used and held in accordance with the provisions of the General Data Protection Regulation (GDPR) and your rights and Our obligations. 8.9 We may use your data including Personal Data as set out in Our Privacy Policy.

9.1 You may only use Our Site or Our Services in a manner that is fair and lawful.

Specifically:

9.1.1 You must ensure that you comply fully with any and all local, national or international laws and/or regulations;

9.1.2 You must not use Our Site or Our Services in any way, or for any purpose, that is unlawful or fraudulent;

9.1.3 You must not use Our Site or Our Services to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software, or data of any kind; and

9.1.4 You must not use Our Site or Our Services in any way, or for any purpose, that is intended to harm any person or persons in any way.

9.1.5 You must not use Our site, or the Content, data or Services provided, in a manner which is commercially detrimental to Us or, in Our sole opinion, in a manner which constitutes an abuse of any implied or explicit licence granted by Us to You.

9.1.6 We reserve the right to suspend or terminate Your access to Our Site or Our Services if You materially breach the provisions of this Clause 9 or any of the other provisions of these Terms and Conditions. Specifically, We may take one or more of the following actions:

9.1.6.1 Suspend, whether temporarily or permanently, Your right to access Our Site or Our Services;

9.1.6.2 Issue You with a written warning;

9.1.6.3 Take legal proceedings against You for reimbursement of any and all relevant costs on an indemnity basis resulting from Your breach;

9.1.6.4 Take further legal action against You as appropriate;

9.1.6.5 Disclose such information to law enforcement authorities as required or as We deem reasonably necessary; and/or

9.1.6.6 Any other actions which We deem reasonably appropriate (and lawful).

9.1.6.7 We hereby exclude any and all liability arising out of any actions (including, but not limited to those set out above) that We may take in response to breaches of these Terms and Conditions

10.1 Support for Our Services is available either through the ‘Help’ widgets (where present) on Our Site or at [email protected]

10.2 Users are directed to the provisions of Clauses 2.3 and 2.4 of these Terms and Conditions.

10.3 Support for Our Site and Our Services is available during Office Hours only

10.4 Details of our targeted Service Level Agreement (SLA) on Service, maintenance and Site availability and support is available from [email protected].

10.5 Both minor updates, including but not limited to patches and hotfixes as well as major updates constituting significant upgrades to the Service will be effected automatically and will typically not impact on the availability of the Service.

11.1 We exercise all reasonable skill and care to ensure that Our Site and its component Services are secure and free from viruses and other malware.

11.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware, and other internet security risks.

11.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via Our Site or Our Services.

11.4 You must not attempt to gain unauthorised access to any part of Our Site, the server on which Our Site is stored, or any other server, computer, or database connected to Our Site.

11.5 You must not attack Our Site or Services by means of a denial of service attack, a distributed denial of service attack, or by any other means.

11.6 By breaching the provisions of sub-Clauses 11.4 to 11.6 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use Our Site or Services will cease immediately in the event of such a breach.

12.1 We shall at all times, maintain Our marketplace of conveyancers in such a manner as to facilitate the compliance of relevant Commercial Users with (respectively as appropriate) the Codes of Conduct of the Solicitors Regulation Authority (SRA) and the Council of Licenced Conveyancers (CLC) in respect to the rules around transparency, publicity and referrals of business.

12.2 We shall do nothing to render a Commercial User of Our conveyancing marketplace in breach of the Code of Conduct of its regulator, or any other law ,statute, subordinate legislation, regulation, order, code of practice or directive of such regulatory body, all from time to time in force, in respect of any relevant requirements imposed on that Commercial User, around transparency, publicity and referral of business.

12.3 We shall not, improperly constrain Commercial Users subject to a regulatory regime to the effect that they will or may be in breach of the requirements of their regulator. No provision of these Terms and Conditions or any Service Contract between You and Us should be construed so as to have such effect.

12.4 We shall, on request, provide Commercial Users subject to a regulatory regime with access to all of their Client’s information and documentation and such other data pertaining to their Client as is reasonably required to fulfil that Commercial User’s regulatory obligations from time to time.

12.5 Where We become aware of any breach by Us of the terms of any Service Contract between Us and a Commercial User, we shall take all reasonable steps to procure that the breach is remedied and to inform that Commercial User at the earliest opportunity.

Late Payment

13.1 Unless alternate payment arrangements have been agreed between You and Us, We reserve the right to suspend or terminate Our provision of Service to You and Your access to any of Our Services with immediate effect if Your Account is in arrears by close of business on the 15th calendar day after invoicing or, in the case of fees due from Your use of Our Marketplace, the 8th calendar day post completion.

13.2 Without prejudice to sub-clause 13.1, any sums which remain unpaid following the expiry of the period set out in sub-clauses 15.27,  15.28, 22.7, 22.8 and 22.9 or such other period for payment as set out in Your service Contract,  shall incur interest at a per annum rate of  8% above the base rate of the Bank of England from time to time, until payment is made in full of any such outstanding sums, whether before or after judgement. You shall also incur a debt recovery fee in line with late payment legislation.

Cancellation and Renewal

13.3 Where Your Service Contract is for a fixed term, You may not cancel the provision of the Services within that term, unless agreed by Us at Our sole discretion. Where We agree to Your cancellation of Your service Contract within that term, We may, at our discretion, charge you an amount up to the full remaining value of the service Contract to the end of Your fixed term.

13.4 Where Your service Contract is for a fixed term, You must provide Us with 1 months’ notice of your intention not to renew. Where no such notice is received by Us, Your service Contract will continue on a monthly rolling basis until the requisite notice is given. We may terminate Your service Contract at Our convenience at any time after the expiry of Your fixed term.

13.5 Where Your service Contract is not for a fixed term, You may cancel the provision of the relevant Service in line with the stipulations of the service Contract.

13.6 Cancelation may only be effected by written notice from You to Us at [email protected]. The termination of the cancelled Services may take up to 24 hours to come into effect. On cancelation, your unique Client ID will be suspended and Your Account access restricted. Associated Services will cease to work. You are responsible for the removal of any code and or widgets from your website and the cleansing of any data within your Account where You are the data controller. For the avoidance of doubt, once cancellation has been effected, relevant conveyancing transactions active within the OneDome Professional – Conveyancing (OPC) system will not be accessible to or able to be progressed by any User.

Suspension

13.7 If in Our sole but reasonable opinion, You are:

13.7.1 in breach of any of these terms and conditions; or

13.7.2 in breach of any other term of a contract for provision of a specific Service provided by Us to You

We reserve the right to suspend Your access to Our Site or any Service pending further investigation of that alleged breach. If You are suspended in this way, You must not attempt to use Our Site under any other name or by using the Account credentials of another, with or without their permission.

Termination of Account

13.8 Where a User has been found in Our sole but reasonable opinion to be in breach of these terms and conditions and if the breach is capable of remedy, fails to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied, We may at Our discretion terminate their account without further notice. Where in Our sole but reasonable opinion, any such breach is not capable of remedy, We may terminate the account without further notice.

Termination of Service Contract

13.9 In addition to any rights of termination set out in a service Contract between You and Us for provision of a given Service, We may also terminate that Contract as follows. For the avoidance of doubt, where any of the following grounds are in conflict with a specific term of the service Contract, the term of the service Contract shall prevail.

13.9.1 under the provisions of clause 13.1;

13.9.2 You commit any other breach of any of the provisions of the Contract and, if the breach is capable of remedy, fail to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

13.9.3 an encumbrancer takes possession, or (where You are a company), a receiver is appointed, of any of Your property or assets;

13.9.4 You enter into a voluntary arrangement with Your creditors or, (if You are a company), You become subject to an administration order (within the meaning of the Insolvency Act 1986);

13.9.5 You, being an individual or firm, have a bankruptcy order made against You or, (if You are a company), You go into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on You under the service Contract);

13.9.6 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to You;

13.9.7 You cease, or threaten to cease, to carry on business; or

13.9.8 control over You is acquired by any person or connected persons not having control over You on the commencement of the service Contract, save where the new controlling person or connected persons agrees to be bound by or assume the obligations imposed on You under the service Contract. For the purposes of this sub-clause 13.8.8, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

13.10 In addition to any rights of termination set out in a service Contract between You and Us for provision of a given Service, You may also terminate that Contract as follows. For the avoidance of doubt, where any of the following grounds are in conflict with a specific term of the service Contract, the term of the service Contract shall prevail.

13.10.1 We commit any other breach of any of the provisions of the Contract and, if the breach is capable of remedy, fail to remedy it within 14 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

13.10.2 a receiver is appointed, of any of Our property or assets;

13.10.3 We become subject to an administration order (within the meaning of the Insolvency Act 1986);

13.10.4 We go into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on Us under the service Contract);

13.10.5 anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to Us;

13.10.6 We cease, or threaten to cease, to carry on business; or

13.10.7 control over Us is acquired by any person or connected persons not having control over Us on the commencement of the service Contract, save where the new controlling person or connected persons agrees to be bound by or assume the obligations imposed on Us under the service Contract. For the purposes of this sub-clause 13.9.7, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

13.11 For the purposes of sub-clauses 13.9.2 and 13.10.1, a breach shall be considered capable of remedy if the provision in question can be complied with in all respects.

13.12 The rights to terminate this Agreement given by clauses 13.9 and 13.10 shall not prejudice any other right or remedy available to either You or Us in respect of the breach concerned (if any) or any other breach.

14.1 Where, in addition to these Terms and Conditions, You have entered into a separate contractual agreement with Us for the provision of specific Services, the following provisions will also apply to the performance of that contractual agreement:

Force Majeure

14.2 Neither Party shall be liable for any failure or delay in performing obligations under the Contract where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet or server provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

Further Assurance

14.3 Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of the Contract into full force and effect.

Costs

14.4 Subject to any provisions to the contrary, each Party to the Contract shall pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of the Contract.

Entire Agreement

14.5 The Contract constitutes the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

14.6 Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

Counterparts

14.7 The Contract may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered shall be an original, but all the counterparts together shall constitute one and the same instrument.

Severance

14.8 In the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of the Contract. The remainder of the Contract shall be valid and enforceable.

Time

14.9 The Parties agree that the times and dates referred to in the Contract are for guidance only and are not of the essence of the agreement and may be varied by mutual agreement between the Parties.

Relationship of the Parties

14.10 Nothing in the Contract shall constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the agreement.

Non-Solicitation

14.11 You shall not, for the term of the Contract and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the Service provider at any time in relation to the Contract, without Our express written consent.

Law and Jurisdiction

14.12 These Terms and Conditions, and the relationship between You and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

14.13 Should any provisions of these terms of use be found to be invalid on unenforceable by a court of competent jurisdiction then the invalid or unenforceable provision shall be replaced with a provision that gives effect to the intent of the original provision, to the extent permitted by the governing law and all other provisions of these terms and conditions shall remain is full force.

14.14 If You are a consumer, any disputes concerning these Terms and Conditions, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of either England, Wales, Scotland, or Northern Ireland, as, if appropriate, determined by your residency.

14.15 If You are a Commercial User, any disputes concerning these Terms and Conditions, the relationship between You and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Homebuying Platform and OneDome Pro – Conveyancing (OPC)

Homebuying Platform and OPC

15.1 The Homebuying Platform is a specifically defined bundle of products and services, provided by Us to Commercial Users who provide estate agency or related services.  The Homebuying Platform is built around the OneDome Pro system and constitutes, the combination of products and features, from time to time advertised.

15.2 OPC is a Service provided by Us to Commercial Users who provide residential conveyancing services. It constitutes a collection of tools and services to facilitate the conveyance of residential property and is provided as from time to time constituted. OPC is augmented with 3^rd party integrations.

15.3 Access to the Homebuying Platform or OPC, requires a named Commercial User to enter into a Contract with Us on behalf of their business, to create an Account and to complete an onboarding process. In the case of the Homebuying Platform, this may include the download and installation of relevant code for import onto the User’s website or integration via an API. The Homebuying Platform is only available to Commercial Users who have a live Property Listing and Transaction Platform Contract with Us.

15.4 Where required, You are responsible for facilitating access to Your website to enable installation of relevant code or integration with Our API either directly, or by directing Your 3^rd party suppliers to facilitate such access.

15.5 Unless otherwise agreed between You and Us, You are solely responsible for the proper installation of relevant code or for integration with Our API.

15.6 You must provide full valid information, as required, to create an Account.

15.7 You are wholly responsible for all activity that occurs under Your Account. You must notify us immediately if You become aware of any unauthorised use of Your Account or any activity under Your Account that would breach Your obligations under these Terms and Conditions. You may not access our Site or Our Services using Account details belonging to another User or allow Your Account details to be so used.

15.8 Where You are a Commercial User and have been designated as a super user, You are solely responsible for administering the Accounts which you set up and manage. You must take all reasonable steps to secure Accounts for which You are responsible and to disable Accounts assigned to Users who cease to be employed by or otherwise associated with Your business.

15.9 Where You are a Commercial User offering residential conveyancing services, You are solely responsible for the completion and updating of Your fee matrix (at onboarding and subsequently) to enable work to be taken from Our Marketplace.

Marketplace

15.10 Where activated, We offer a Marketplace function to Commercial Users of the Homebuying Platform and OPC.

15.11 Commercial Users offering residential conveyancing services may advertise their services therein at a fee scale set by them but subject to the terms of their service Contract. Such Users must maintain a live and active presence on the Marketplace during the term of their service Contract, however, We reserve the right to prevent a Commercial User from being present on Our Marketplace, where in Our sole but reasonable view the quality of the professional services being provided to Clients by that Commercial User are impacting negatively on the reputation of Our Marketplace.

15.12 All residential conveyancing work taken by Commercial Users from the Marketplace must be completed via the OPC Service using in full the functionality therein from time to time available.

15.13 Marketplace access in enabled by default to Clients of Commercial Users offering estate agency services.

15.14 We make no representations and extend no warranties of any kind, either express or implied, as to the volume, value, frequency or any other characteristic, of work that You may be offered as a result of Your advertising of Your conveyancing services on Our Marketplace.

15.15 We make no representations and extend no warranties of any kind, either express or implied, as to the frequency of conversion of estate agency Clients to conveyancing Clients nor the value or volume of transactional fees payable to You as a result of enabling the engagement of Your Clients with Our Marketplace.

15.16 We may offer, from time to time, panelled and non-panelled versions of Our Marketplace with varying requirements for access to Commercial Users as set out in Your service Contract or from time to time agreed between You and Us.

Charges, Term and Payment

Agency Packages

15.17 The use of the Homebuying Platform is a free Service save where individual components, from time to time included therein, attract a charge. Any chargeable components will be listed within Your service Contract along with the applicable fee. Where a new chargeable component is added post Contract, You will be provided with a Contract amendment setting out the applicable fee.

15.18 You may at Your discretion choose to use all or some of the components of the Homebuying Platform as from time to time constituted, subject to the terms of Your service Contract. You will be invoiced on a monthly basis, in arrears, for any fees due from Your use of chargeable components.

15.19 The length of term of Your service Contract for Our provision of the Homebuying Platform is as indicated in Your service Contract.

OPC

15.21 The use of OPC (which for the purpose of this clause 15.21 does not including third party integrations or services) is free for Commercial Users offering residential conveyancing services.

15.22 OPC is offered on a rolling monthly basis with no minimum or fixed term.

15.23 The use of the third-party services integrated or available within OPC is required to the extent stated in Your service Contract.

15.24 You will be charged, monthly in arrears at a rate and on the basis set out in Your service Contract, for Your use of third-party integrations and services, save in respect of Search Packs, where You will be invoiced 48 hours after the searches are ordered.

Marketplace

15.25 Unless specified to the contrary in Your service Contract, use of Our Marketplace by Commercial Users offering conveyancing services is free subject to the addition of a variable transactional fee added to the customer quote to reflect Our arrangement with the originating estate agent or by Us as originator.

15.26 Commercial Users of Our Agency Packages whose Clients engage a conveyancer from Our Marketplace will receive a transaction fee on completion of each residential conveyancing transaction undertaken by that Client, at a rate set out in Your service Contract.

Homebuying Platform, OCP and Marketplace

15.27 Unless otherwise agreed between You and Us, and subject to Clause 15.28 all fees owing for which an invoice has been sent, are due for payment by bank transfer within 15 calendar days of invoicing. No other form of payment is accepted.

15.28 Unless otherwise agreed between You and Us, all fees owing to Us from work derived from Our Marketplace will be due for payment by bank transfer within 14 calendar days of completion. You will typically be invoiced in respect of the fee due, post exchange.

15.29 Unless otherwise agreed between You and Us, invoices will be sent by email to the email address of the Account super user and will be deemed to have been received on the date of transmission.

15.30 VAT is chargeable at the current rate on all chargeable services and all figures are exclusive of VAT unless expressly stated to the contrary.

15.31 Where You are a Commercial User of our Homebuying Platform and are due a transactional fee for facilitating the engagement of Your Client with our Marketplace, we will remit the fee owed to you by bank transfer to the account details held by Us from time to time, within 7 calendar days of Our receipt of the relevant monies.

16.1 The OneDome Ltd AML and KYC service receives data via an API from Credas Technologies Ltd and it is provided, as available to Commercial Users by Us as a component of the Homebuying Platform and as a third-party integration to OneDome Professional – Conveyancing (OPC).

16.2 Where You use this Service, you represent and warrant that You have taken all required steps to ensure that We may lawfully obtain the Personal Data for the purpose of providing the Services in accordance with applicable data protection and privacy laws (including having obtained all necessary consents and provided all necessary notices, where required) and that the Personal Data provided is accurate, complete and provided in a form that We can process to maximise the quality of the Service.

16.3 You are solely and fully responsible for ensuring that all third-party data provided for the purposes of using this Service is accurate, complete and captured in a form that We can process to maximise the quality of the Service.

16.4 If You receive any complaint, notice or communication from a regulator or law enforcement agency which relates to this Service, any data provided under this Service or in respect of Your legal compliance is respect of this Service, You shall immediately notify Us and shall provide Us with reasonable co-operation and assistance in relation to any such complaint, notice or communication.

16.5 You will comply with all applicable laws and regulations (including any obligation to seek prior regulatory review, approval or similar) with respect to its activities in respect of this Service and will not:

16.5.1 use the services to discriminate against any third party, or otherwise misuse the reports generated from use of this Service, in violation of applicable law;

16.5.2 use this Service in a manner that causes damage or injury to any person or property;

16.5.3 act or omit to act in a way which interferes with or compromises the integrity or security of this Service;

16.5.4 access all or any part of the Services in order to build a product or service which competes with this Service;

16.5.5 except as may be required by any applicable law which is incapable of exclusion by agreement between You and Us:

16.5.5.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of this Service (as applicable) in any form or media or by any means to any individual or entity, including without limitation, third parties; or

16.5.5.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of this Service; or

16.5.5.3 attempt to access the services other than through the means made available to You by Us.

16.6 You acknowledge and agree that this Service is based on information that was not collected, in whole or in part, for the purpose of serving as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes, employment, or any other similar purpose. Accordingly, You shall not use this Service as part of Your decision-making process for determining a consumer’s eligibility for credit, insurance or any other similar purpose. For the avoidance of doubt, this clause is not intended to prohibit You from using this Service for the purpose of verifying a third party’s identity.

17.1 Locality Reality is a Service provide by Us which enables home movers and others to consider and compare the facets and characteristicsof residential property on a post code level.

17.2 Locality Reality and its related content is provided for informational and educational purposes only. It does not constitute advice as to the procurement of property. OneDome Ltd accepts no responsibility for the accuracy of the data from which a score is derived nor of the individual or composite scores pertaining to a given postcode.

17.3 You should take professional advice or conduct personal research before any action is taken in regard to procuring property in a given area.

18.1 The OneCheck product is no longer offered or supported as a Service.

19.1 The OneDome Ltd Property Valuation Tool is an AVM that receives PVT Data via an API from Hometrack Data Systems Ltd and it is provided to Commercial Users by Us as a pay per use component of the Homebuying Platformand to other Users via Our Site.

19.2 The purpose of this Service is to provide a property valuation tool to Users of the Service for the purposes of, respectively, lead generation for Commercial Users and consequentially, an informational service to the Clients of such Commercial Users as well as to other Users of Our Site, as to the indicative valuation of residential property.

19.3 Commercial Users of the PVT and other Users accessing the PVT via Our Site are granted a personal, non-transferable and non-exclusive right to use the PVT and the PVT Data generated thereby subject to the following conditions of use:

19.3.1 Commercial Users may not charge their customers or Clients either directly or indirectly for use of this Service

19.3.2 Users may not use the PVT Data or results derived from the PVT Data for any purpose or in any manner not specifically authorised in these terms and conditions;

19.3.3 Users may not create or recreate the source code for the computer software underlying this Service or (except to the extent permitted by law) re-engineer, reverse engineer, decompile or disassemble the PVT Data underlying the Service;

19.3.4 Users may not refer to, obtain guidance from or use this Service as part of any effort to develop computer software having the functional attributes, visual expressions or other features similar to those of this Service;

19.3.5 Users may not systematically copy or store a substantial part (which for the avoidance of doubt, shall constitute 5 per cent or more) of the PVT Data derived or derivable from the PVT, for any purpose, including, with a view to creating or compiling any form of comprehensive collection, compilation, directory or database of property valuations or with a view to commercially competing with OneDome Ltd or Hometrack Data Systems Ltd;

19.3.6 Users may not for commercial or any other purpose, replicate or reproduce in whole or in part the PVT Data to use post termination of any right granted by Us to use the PVT or the PVT Data.

19.3.7 Further to the provisions of Clause 9, the use of the PVT and the PVT Data, by Users, is subject to, a fair usage policy and solely for the purposes of, respectively, personal, non-commercial, research in pursuance of the sale or purchase of a property or, honest commercial practices and to facilitate existing business. Where, in Our sole discretion, We determine that a User is in breach of this policy, we may, amongst other actions, withdraw this Service without notice.

19.3.8 Users may not use any automated tool to request PVT Data from the Service

19.3.9 All intellectual property rights in the PVT Data are owned by or licenced to Hometrack Data Systems Ltd. No right, title or interest in such Intellectual Property Rights shall pass to the User under these Terms and Conditions.

19.3.10 Hometrack Data Systems Limited shall not be liable in any way for any loss or damage suffered by a User arising out of or in connection with use of the PVT Data. Hometrack Data Systems Limited shall not be liable for any loss of actual or anticipated income or profits or loss of contracts (in each case whether direct or indirect) or for any other special, indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence) breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known. Nothing in these terms shall exclude or in any way limit Hometrack Data Systems Limited’s liability for fraud, or for death or personal injury caused by its negligence, or any other liability to the extent such liability may not be excluded or limited as a matter of law.

19.3.11 Commercial Users who exceed fair usage limits may incur additional monthly charges in addition to fees levied for their use of the PVT Service.

21.1 OneDome Ltd offers Clients and other non-commercial Users the facility to access mortgage related products and services via Our subsidiary – OneDome Financial Services Ltd. OneDome Ltd acts as an Introducer Appointed Representative to OneDome Financial Services.

Mortgage Passport

21.2 Mortgage Passport is a Service provided by Us, but operated by OneDome Financial Services Ltd., to Clients and other non-commercial Users.

21.3 The Mortgage Passport tool enables a User to: estimate how much they can borrow; obtain a mortgage in principle and engage with an OneDome Financial Services Ltd. mortgage broker to obtain a mortgage.

21.4 Estimations as to borrowing limits and the securing of a mortgage in principle is based on the information provided by the User and are provided for guidance only. OneDome Ltd accepts no liability for the accuracy of the data from which the results are derived nor for any inability of the User to secure a mortgage on preferred terms or at all, regardless of whether they have obtained a mortgage in principle via the Mortgage Passport tool.

21.5 Use of the Mortgage Passport tool by a User is subject to these terms and conditions of use

OneDome Financial Services Ltd

21.6  OneDome is a trading name of OneDome Financial Services Ltd, which is an appointed representative of Mortgage Advice Bureau Limited and Mortgage Advice Bureau (Derby) Limited

21.7 Where a Commercial User has entered into a limited introducer agreement with OneDome Financial Services, it is OneDome Financial Services’s terms and conditions of use and privacy policy and not Our (these) terms and conditions of use or Our privacy policy that will govern the limited introducer relationship.

Transfer to OneDome Financial Services

21.8 At an appropriate point in their journey through the Mortgage Passport, a User will be invited to engage with OneDome Financial Services. Should they choose to do so, their interactions with OneDome Financial Services from that point will be governed by OneDome Financial Services’s terms and conditions of use and privacy policy and not Our (these) terms and conditions of use or Our privacy policy that will govern the limited introducer relationship.

21.9 Any data, including personal data held by Us that is required by OneDome Financial Services to facilitate Your use of their services will be handles and (as required) transferred in accordance with GDPR and Our privacy policy.

Find an Agent

22.1     Find an Agent is a Service provided by Us to Users, including Commercial Users who provide estate agency or related services. It was formerly known as Vendor Marketplace. All references to ‘Vendor Marketplace’ in extant contracts for provision of this Service should be construed as referring to Find an Agent.

22.2     Find an agent enables:

22.2.1  Commercial Users who have entered into a binding contract with Us, to advertise their services to potential vendors of residential property; and

23.2.2 Users with residential property to sell to select a preferred estate agent from the list presented to them on  Find an Agent.

22.3     We offer no guarantee that a Commercial User advertising its agency services on Find an Agent will be selected by a Vendor in respect of any given Property, or at all. Where You are selected by a given Vendor, We offer no warranty as to the quality of that Vendor. Our standard disclaimers and terms in respect of Liability and Indemnity apply.

22.3     Defined terms within this clause 22 not otherwise defined within these terms and conditions shall have the meaning as set out in the Find an Agent contract between You and Us.

Commercial Users with a Find an Agent Contract

Your Obligations to Us

22.4    You will not attempt in any way to facilitate an arrangement with a Vendor that has been Introduced by Us to try to avoid payment of any fee due under the contract between You and Us.

22.5    You will ensure that the agency fees that you charge for selling a Vendor’s Property reflect those that you advertised to the Vendor prior to receiving the Introduction and are in no way misleading.

22.6    Where, on receipt of an Introduction by Us, You wish to claim that you already have knowledge of the Vendor in respect of the Property, You must notify Us:

22.6.1  within 14 days of receiving the Introduction and provide documentary evidence within 7 days of notification, to backup You claim; or

22.6.2  where Your contract with Us for provision of the Service is on a ‘pay per lead’ basis You must notify Us and provide documentary evidence at least two working days prior to the last date on which You are required to pay Your next invoice in respect of the contract.

We will accept as valid, any evidence that You provide in this context, at Our sole but reasonable discretion. Where we accept that You had prior knowledge of the Vendor in respect of the Property, no fee will be due under the contract in respect of that Property. For the avoidance of doubt, for the purposes of this sub-clause 22.6, Your right to claim prior knowledge shall only apply where the Vendor has already instructed You in respect of the Property or You have conducted a viewing on the Property no more than 4 weeks prior to receiving the Introduction.

22.7    Unless otherwise agreed between You and Us, all fees owing to Us from work derived from Your use of Our Find an Agent Service will be due for payment by bank transfer within 7 calendar days of completion subject to receipt by You of Our invoice.

 22.8   Except where Your contract with Us for provision of the Service is on a ‘pay per lead’ basis – if You win an instruction to sell a Property from Our Find an Agent Service, You will notify Us within 5 business days of the fact. You will also notify Us within 5 business days of the Vendor exchanging contracts with a purchaser in respect of the Property. If You fail to make timely notification as required by this sub clause 22.8, You agree to pay us an administration fee of £100 + VAT on receipt by You of Our invoice.

22.9  Except where Your contract with Us for provision of the Service is on a ‘pay per lead’ basis – if a Vendor who has been Introduced by Us elects to rent out the Property, you will notify Us within 5 business days of a lease being granted on the Property. If You fail to make timely notification as required by this sub clause 22.9, You agree to pay us an administration fee of £100 + VAT on receipt by You of Our invoice.

22.10  We are not party to any subsequent contract or other agreement between You and a Vendor whom We Introduce to You via Our Service. You are solely responsible for meeting any and all regulatory and statutory requirements in respect of the marketing and sale of the Property.

Non-Commercial Users – Find an Agent

22.11  The Find an Agent Service is a free to use facility provided by Us to Non-Commercial Users to enable them to find estate agents with whom to list their residential property for sale.

22.12   To use the Service a User is required to provide Us with their contact details and details of the residential property that they are looking to sell.

22.13   The accuracy of any estate agency fees chargeable or any other information in respect of an agent advertising on Our Find an Agent Service is the sole responsibility of the advertising agent. We accept no liability for any error, inaccuracy or any other deficiency in respect of an advertising agents’ details. Users must rely on their own investigations and enquiries of the relevant agent.

22.14   We are not party to any subsequent contract or other agreement between You and an agent who We Introduced You to via Our Service.

22.15  We offer no guarantee that a User, having selected an estate advertising its services on the Find an Agent Service will successfully sell a given Property via that agent or in respect of the price achieved for any sale. Further, We offer no warranty as to the quality of that agent or in respect of the customer experience received by the User. Our standard disclaimers and terms in respect of Liability and Indemnity apply.

New Build Property Listing Platform

23.1     The New Build Property Listing Platform (NPLP) is a Service provided by Us as part of Our search Service, to Commercial Users who are primarily in the business of building residential properties for onward sale (‘Developers’).

23.2     The NPLP Service enables Users who access Our site to search for residential property for sale, via Our listings Service, that has been listed by Developers who have entered into a binding contract with Us to list new build property stock for sale.

23.3     Defined terms within this clause 23 not otherwise defined within these terms and conditions shall have the meaning as set out in the Property Listing Platform (New Build) contract between You and Us.

Commercial Users with a Property Listing Platform (New Build) Contract

Your Obligations to Us

23.4     You warrant that You are and operate as a Developer and are providing the services to the public normally associated with that business.

23.5     You warrant that You are not dealing as a consumer for the purposes of the Unfair Contract Terms Act 1977 or the Consumer Rights Act 2015

23.6     You warrant that You will only upload to Our Site, Stock which is freely available to buy and which You are the Developer of. You may not upload to Our Site any Property Data pertaining to property or land for which You are not a Developer.

23.7     You warrant that You will use reasonable endeavours to ensure that the Property Data that you upload in respect to Your stock is accurate and a fair and in no way a misleading reflection of the property being listed. In respect of a given listing, You will only upload images pertaining to the actual property or land for sale, the immediate locale or the occupier lifestyle.

23.8     Where the status of a property listed for sale, for example, because an offer on it has been accepted, You will use reasonable endeavours to ensure that the status of the property is accurately represented by updating the listing within 24 hours of the status change.

23.9     Where You become aware of any material change to the Property Data pertaining to a property that you have listed, including (but not limited to) price or availability, You will use reasonable endeavours to ensure that the relevant details are corrected within 24 hours.

23.10   You may not continue to list Stock that has been sold. You must use all reasonable endeavours to ensure that such Stock is removed from Our site within 24 hours of becoming sold.

23.11   You may not list Stock under the status of Sold Subject to Contract, Under Offer or Reserved for more than 6 months.

23.12   You will at all times during the term of the contract between You and Us, facilitate and provide a Live Feed of Your Stock to Us via our uploader.

23.13   At such times as the uploader is not available, You will nevertheless permit Us to index Your Stock for publication on Our website.

23.14   You will provide Us with valid contact details, comprising a telephone number and an email address in order to pass You Leads collated by Us. It is Your sole responsibility to ensure that such contact details are valid, up to date, working and regularly monitored.  We will not be liable for any loss of business or loss of opportunity arising from Your inability to receive details of a potential Lead.

23.15   You will ensure that where using the NPLP to list property for sale, You at all times hold any necessary licences, permissions and consents to conduct Your business as a Developer and You will  comply will all relevant legislation and / or regulatory duties that apply to Your business and commercial activity as a Developer, including (but not limited to) the Estate Agents Act 1979, the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008 and The Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007, all as amended, and any other relevant legislation or regulatory provision as from time in force. You will also ensure that You follow and implement all relevant requirements of the Competitions and Markets Authority and the Advertising Standards Authority in respect of Your marketing of property via the NPLP Service.

23.16   You warrant that no Property Data uploaded to Our Site will breach any contract, be contrary to any law or regulation; infringe any copyright, trademark, intellectual property or any other similar right held by any person, partnership, charity, body corporate or any other entity.

Our Obligations to You

23.17   We will provide You with an online property listing service to market such Stock as is held by You from time to time and enable Users of Our Site to view such Stock.

23.18   We will provide the necessary uploader functionality to your CRM to enable You to upload Your Stock from time to time, as required under the contract between You and Us save where such uploader is not for the time being enabled, where We will, in the alternative, index Your properties on Our Site from data derived from Your website.

23.19   We will market the specifications of any uploaded or indexed property on Our Site until the property is withdrawn from listing or the listing is in breach of these Terms and Conditions.

23.20   We will notify You of any changes to the format or content requirements for uploading onto Our Site via a Live Feed as soon as reasonably practicable in advance of any changes.

23.21   We will use reasonable endeavours to ensure that Property Data uploaded by You to Us will be displayed on Our Site within 24 hours of receipt.

23.22   Subject to the requirements of these Terms and Conditions We will display Your Property Data as provided to Us, but for the avoidance of doubt, We reserve the right to edit, remove, or decline to display any Property Data that is in Our sole but reasonable opinion, inaccurate, misleading or otherwise breaches these Terms and Conditions.

23.23   We will forward, by email, to You any Lead received by Us in respect of a property listed by You via Our NPLP Service. Leads will be forwarded to the relevant contact details held by Us.

23.24   We will, subject to Our Privacy Policy, keep confidential as against third parties any web traffic, usage or performance data pertaining to Your use of the NPLP Service.

Non-Commercial Users – New Build Search

23.25   The OneDome search Service is a free to use facility provide by Us to Users to enable them to search for property to rent or buy within England and Wales.

23.26   We display listings of property either provided to us directly by Developers with whom we partner or which we derive from indexing Property Data from their websites.

23.27   The accuracy of any listing and the specifics of the Property Data provided are the sole responsibility of the Developer who uploaded the listing to Our Site or from whose site we indexed the Property Data. We accept no liability for any error, inaccuracy or any other deficiency of Property Data in respect of property or land listed for sale or rental on Our Site. Users must rely on their own investigations and enquiries of the relevant Developer to satisfy themselves as to the property in question.

23.28   We provide the ability for You to engage with the Developer responsible for a given listing on Our Site by following the prompts on the property listing.

23.29   We will provide Your details to the relevant Developer directly via email.

23.30   Your Personal Data will at all times be handled in compliance with Our Privacy Policy and the requirements of the General Data Protection Regulation (GDPR).