"Us/We/Our" means – Which Property Agent Ltd, whose registered address is 42 Huddersfield Road, Barnsley, South Yorkshire , United Kingdom, S75 1DW and whose Company No. Is 07351483 including where the context so allows, its shareholders, employees, affiliates, associated and contracted persons, companies or suppliers.
“You/Your” means the User or Member, as indicated by the relevant clause, and where not indicated is relevant to both.
"User(s)" means - person, persons, companies or other organisations using the Website to find suitable Agents or otherwise.
"E-mail(s)" means - electronic mail received or sent by Us, created and sent by one of Our members, or automatically created and sent on Our behalf.
"Service(s)" means - the advertising services provided to Members and the directory services provided to Users.
“Advertisement” means - both online and offline promotions of any kind such as agent listings, banners, skyscrapers, MPU's, sponsorships, e-brochures, advertorials etc as well as any marketing communications sent to users of our agent finder service.
"Member(s)" means – Agents or any other person, persons, company, or companies that advertise their services on the Website.
"Website" means - the web space, pages, and the contents and graphics contained in such space or pages.
"Information" means - any information submitted to the Website in relation to Our Services including information submitted during any registration process, the placing of an advertisement and any other communication processes arising as a result of the use of the Services or the Website.
1. General disclaimer - Users
a. The User acknowledges that it is their responsibility to select a Member and to negotiate the terms of any agreement to be entered into with the Member they have selected.
b. We cannot accept any liability in respect of any contract or other agreement entered into between the User and the Member. In particular, but without limitation, We make no warranty and cannot accept any liability relating to the quality or fitness of any goods or services delivered/performed or omitted to be delivered/performed by any Member and accordingly shall not be liable to the User for any occurrence resulting from the introduction of the Member to the User including but not limited to any direct, indirect, consequential or inconsequential loss of any kind suffered by the User howsoever arising.
c. We rely on the integrity of the Members and Users who submit information to Our Website; We do not review or moderate entries and do not recommend or endorse any specific Member. It is the responsibility of the customer to satisfy themselves that a Member is appropriately qualified and in any other respects suitable for their requirements prior to entering into any agreements.
d. If You are a consumer Your statutory rights are not affected by this agreement.
2. General disclaimer - Members
a. We make no guarantee that entry into the directory or the placing of an advertisement on Our Website will achieve any specific results or result in contracts with Our Users.
b. As a Member, You must ensure that You are legally able to offer the services You are advertising.
e. We are not party to any contract made between the User and the Member as a result of the supply by Us of the Services and accordingly shall not be liable to the Member for any occurrence resulting from such supply including but not limited to any direct, indirect or consequential or inconsequential loss of any kind suffered by the Member howsoever arising.
b. If for any reason You do not wish any or all of Your Information to be used in the way set out in the Website or these Terms and Conditions then please do not use the Services.
4. Disclaimer of warranties
a. The Website and the Services are provided on an "as is" and "as available" basis and We make no warranties or representations, whether express or implied, in relation to the Website or the Services, including but not limited to, implied warranties or conditions of completeness, accuracy, satisfactory quality and fitness for a particular purpose.
b. We make no warranty that the Website or use of the Services will meet Your requirements or will be uninterrupted, timely, secure or error-free.
c. No warranty is given by Us as to results that may be obtained or the accuracy of any information obtained through the Website or the Services or that any defects in the Website or the Services will be corrected and You understand and agree that any material or data obtained through use of the Website or the Services is at Your own discretion and risk.
5. Your information
a. You are solely responsible for Your Information. You agree to provide true, accurate, current and complete information when providing details to Us. You agree not to impersonate any other person or entity or to use a false name or a name that You are not authorised to use.
b. Your Information and Your activities on the Website must not, be false, inaccurate or misleading, offensive, menacing, abusive, defamatory, or in breach of copyright, confidence, privacy or any other rights. Your Information must not infringe any Third Party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy, be fraudulent, be in breach of any applicable laws or regulations (including, but not limited to, consumer protection, unfair competition, anti-discrimination, false advertising), be obscene, indecent or contain pornography.
c. Your Information must not create liability for Us or cause Us to lose (in whole or in part) the services of Our ISPs or other suppliers. Your Information must not link directly or indirectly to any other website.
d. To enable Us to use Your Information, You grant to Us a non-exclusive, world-wide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) licence to exercise the copyright, trade mark, publicity, and database rights You have in Your Information, in any media now known or not currently known. You also waive all moral rights You have in Your Information to the fullest extent permitted by law.
e. Your Information may not contain any computer viruses, macro viruses, Trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or to surreptitiously intercept, access without authority or expropriate any System, data or personal information. Your Information may not cause the Website to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website is in any way impaired.
f. You hereby acknowledge that We, at Our absolute discretion, shall be entitled to edit, modify or remove any part or parts of Your Information which We consider is in breach of any of the provisions of these Terms and Conditions.
6. Advertisements and Agent Listing
a. We reserve the right to check all new Advertisements submitted to us. We will do so within a reasonable period after they have been submitted to us. We reserve the right at Our discretion to reject Advertisements. If the Advertisement has been paid for, We will refund the payment less a reasonable administration fee.
b. Members must ensure that agent listings and other Advertisements are accurate and up to date, are not misleading, comply with all applicable laws, regulations and codes of conduct and do not infringe any third party intellectual property or other rights. In addition, such content must not be offensive, vulgar, racist, abusive, invasive of another's privacy or similarly inappropriate.
c. All Advertisements must also comply with the following guidelines:
d. Advertisements must not include claims which are not matters of fact or which cannot be checked by reasonable inspection, or in the case of any legal matters, verified by relevant documents; and
e. We reserve the right in Our discretion without notice to edit the text or layout of Advertisements submitted to or posted on Our Site (including removal of hyperlinks to, or addresses of, or other websites from agent listings) or to locate or relocate Advertisements on Our Site where We think fit (provided that You achieve prominence which is broadly equivalent to what We offer for Your particular package). We also reserve the right to charge for the inclusion of hyperlinks if so stated on Our Site.
f. You may only use the information in leads We send You (whether via forms or dedicated phone numbers on Our Site or otherwise) for the purposes specified by the enquirer (e.g. to communicate about a specific property or category of properties). You must not otherwise market to or contact such persons. When using such leads or when providing products and services relating to such leads You must do so to the highest industry standards, You must comply with all applicable laws, regulations and codes of conduct (including as to data protection) and You must not infringe any third party rights.
g. We may at any time immediately cancel Your registration or use of Our Site without cause including removal of any Advertisement. If so, We will refund in full any fees already paid for the period in respect of which We take such a step.
I. We have good reason to believe that You have breached this agreement or that it is necessary to protect Us or Our users; or
II. We receive a complaint relating to an Advertisement or an Advertiser or to products or services referred to in an Advertisement; or
II. if We are required by law or appropriate authority.
We may without giving notice or reasons remove or suspend any Advertisement. In such case We will provide a refund pro rata of any subscriptions paid for any unused period.
i. We cannot be held legally responsible for loss or damage resulting from editing, rejection, suspension or removal of an Advertisement or from termination of registration for or of use of Our Site provided We act in accordance with this agreement.
j. If We have given notice in accordance with any of the previous paragraphs, You must not attempt to re-register for or use Our Site or services or re-post or re-submit the relevant content as the case may be.
7. Your obligations
a. In consideration of Us making the Website and the Services available to You, You:
I. accept responsibility for any Information and content You provide on the Website;
II. agree not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for Your Information) from the Website without Our prior written permission;
III. agree not to use the Website or the Services for any illegal purpose and in accordance with all relevant laws;
IV. agree not to use the Website or the Services to transmit or post any chain letters or any material for the purposes of publicity, promotion and/or advertising;
V. agree not to use the Website or the Services to distribute by any means computer viruses or worms to Users or other third parties;
VI. agree not to use the Website or the Services to transmit or post any material which is defamatory, offensive, malicious, misleading or of an obscene or menacing character, or in such a way as to cause annoyance, inconvenience or needless anxiety;
VII. agree not to use the Website or the Services such that the whole or part of the Website or the Services is interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website or the Services is in any way impaired;
VIII. agree not to use the Website or the Services in any manner which constitutes a violation or infringement of any person, firm or company or the rights thereof (including, but not limited to, third party intellectual property rights or confidentiality);
IX. agree not to use the Website to attempt any unauthorised access to any part or component of the Website or that of any third party or User to which You can connect via the Website (or other directly or otherwise connected network);
X. agree that You will not use any robot, spider, scraper or other automated means to access the Website for any purpose without Our express written permission;
XI. agree not to use the Website or Services as a source of targeting material or contact data for any kind of telemarketing, direct marketing, viral or other electronic marketing activity on Your own behalf or on behalf or for the benefit of a Third Party;
XII. agree not to bypass measures We may use now or in the future to prevent or restrict access to the Website or certain information contained therein;
XIII. agree that in the event that You have any right, claim or action against any user arising out of the use of the Website or the Service, then You will pursue such right, claim or action independently of, or without recourse to Us.
a. All fees are in UK pounds sterling and exclude VAT which will be charged at the prevailing rate.
b. We reserve the right to review Our fees from time to time. Any agreements for Services entered into after a change will be subject to the new fees. For existing agreements, We will give You notice by email at least one month before any fee change takes effect. If You do not accept the new fee, You should cancel this agreement before the change takes effect.
c. We also reserve the right to obtain validation of Your credit or debit card details before We provide any Services to You.
d. You must make all payments without any set-off, counterclaim and/or any other deduction.
e. We accept payments by credit or debit card only. For Your convenience (and to keep Our costs to a minimum) We hold Your payment details on a secure server and take payments automatically. Invoices are immediately sent to You by E-mail and may be accessed at any time via Your account.
f. When paying bills, time is of the essence and We ask You to ensure that Your card details are valid and that You have sufficient funds available and manage your weekly spend by setting your weekly spend limit
g. You may update Your payment details when making any purchase via Our secure website.
h. In the event that a payment fails We will ask You to provide updated payment details. We may disable, suspend or remove any or all of your Advertisements if You fail to provide Us with alternative payment details within 2 days of Your payment date.
i. We reserve the right to charge reasonable additional administration costs and/or charge interest at a rate of 8% per annum over Bank of England Base Rate on all amounts that remain outstanding 30 days after the issue of Our invoice.
j. Notwithstanding the above We may terminate this agreement on written notice (including email) if an amount remains unpaid for more than 30 days.
h. Advertisements may be cancelled with 30 days notice. Any fees already paid are non refundable.
k. We will e-invoice You for each lead received and send an invoice summary at the end of the relevant month and / or on cancellation by You (see below) for all leads previously paid for.
Pay per lead
l. In case the case of pay per lead there is no charge to list an agent but You agree to pay the relevant price shown on Our Website for every unique lead generated. Leads include enquiries submitted via the enquiry forms. In the case of enquiry forms, leads are unique when they show different contact email addresses except that We will treat enquiries with the same email address as unique where they are sent more than 28 days apart.
m. If You believe that a lead is invalid (e.g. because contact details are incorrect), You can dispute it by flagging as disputed within your account. This must be done within 7 days of the lead occurring. We reserve the right to investigate any disputed lead and to charge for it if We consider it valid. Our decision as to validity of leads shall be final but We promise to act reasonably.
9. The company's rights
a. We reserve the right to modify or discontinue all or part of, temporarily or permanently, the Website or the Service with or without notice to You and You confirm that We shall not be liable to You or any third party for any modification to or discontinuance of the Website or the Service.
b. We may change the terms and conditions from time to time and shall post such alterations on the Website for a reasonable period before they become effective. Please check Our Website from time to time. You will be bound by the revised terms if You continue to use Our Website or Services following the effective date shown.
c. The content, layout and organisation of the Website shall be subject to variation at Our sole discretion.
d. In the event of the publication of the Website being restricted, curtailed or prevented by any law or any other act or thing beyond Our control, We may at any time, notwithstanding anything contained in this agreement, forthwith terminate this agreement in whole or in part.
10. Intellectual property rights
a. To the extent that all copyright and other intellectual property rights throughout the world in Your Information does not vest in Us by operation of law or the other provisions of this agreement, You hereby grant to Us (free of charge) an exclusive, perpetual, royalty-free licence to use such Information for any purpose.
b. You hereby acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, the Website (the "Rights"), including the manner in which the Website is presented or appears and all information and documentation relating thereto is Our property and nothing contained herein shall be construed so as to transfer any such rights to You.
c. Without prejudice to the generality of the foregoing, if and to the extent that You own any or all of the Rights, You hereby irrevocably and unconditionally assign the Rights, with full title guarantee, to Us for the full period of copyright and all renewals extensions and/or revivals thereof and thereafter in perpetuity, throughout the world.
a. You agree to indemnify Us forthwith on demand and hold Us harmless against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by Us in connection with any claims, actual or threatened, of any kind (including without limitation any claim of trademark or copyright infringement, libel, defamation, breach of confidentiality, false or misleading advertising or sales practices) arising from the provision of Your Information or from Your use of the Website or the Services.
12. Limitation of liability
a. Neither party shall, nor shall it purport to, exclude or restrict liability for death or personal injury resulting from its negligence or that of their employees, servants or agents acting in the course of their employment.
b. You acknowledge that We have no control over the information that can be accessed by using the Website and the Services and that We may not examine Your use of the Services or the nature of the information You are sending or uploading. We therefore exclude all liability of any kind for the transmission or reception of such information of whatever nature.
c. We do not represent that the information contained in the Website or in any communication from Us, is accurate, verified, current, comprehensive or complete. It could contain inaccuracies, typographical, human and/or machine errors or omissions. We will not be liable in any circumstances for any direct, indirect, consequential or special damages arising from use of the Website or Services. For these reasons Users of the Website should neither rely, nor act upon any of the information contained within the Website, and if anyone does so, it will be entirely at their own risk.
d. E-mails that are automatically generated from information provided by Users and Members are NOT under Our editorial control. These may be automatically sent un-checked and un-edited by Us and therefore they do not necessarily reflect the opinions and/or beliefs of Ourselves or Our employees.
e. We are not responsible and cannot be held liable for any inaccuracies, the validity, reliability, any falsehoods, misrepresentations, defamatory language or words, libellous statements, fraudulent activities or any other damaging words, sentences or statements contained in the components of E-mails that are not under Our editorial control.
f. You agree that, except for death and personal injury arising from Our negligence, We shall not be liable in contract, tort, negligence, statutory duty or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including, without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, loss of data, or any other pecuniary loss (even where We has been advised of the possibility of such loss or damage).
g. Save as expressly set out herein, all conditions, warranties and obligations which may be implied or incorporated into this agreement by statute, common law, or otherwise and any liabilities arising there from, are hereby expressly excluded to the extent permitted by law.
h. While every reasonable care will be taken in respect of information supplied by You, We cannot accept liability for any information placed or omitted to be placed on the Website (whether or not any such liability is occasioned by Our fault or negligence or otherwise).
i. We cannot and do not guarantee and do not warrant against human and/or machine errors, omissions, delays, interruptions or losses of information or data, infringing any material, or defamation.
j. Without limiting the foregoing, We shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, contract slowdown, transmitter or satellite degradation, failure of the Internet, interruption or failure or any other condition beyond Our control affecting production or delivery of the Website and any information incorporated in it in any manner or any of its obligations under this agreement.
k. Each of the provisions of this Clause 12 shall be construed separately and independently of the others.
a. Should Users have a complaint about information or an advertisement on Our Website please email Us in the first instance at firstname.lastname@example.org.
b. You hereby agree to release Us from any damages or claims (including punitive, consequential and incidental damages) of every kind or nature, suspected and unsuspected, known and unknown, and disclosed or undisclosed, arising out of or in any way connected with such complaint.
14. Suspension and termination
a. We reserve the right to Suspend or discontinue Our Service to individual Members, with immediate effect, as We see fit and in circumstances including, but not limited to:
I. the circumstances described in Clause 8, and
III. where We suspect that a Member is in material breach of any term hereof.
b. Either party may terminate this agreement forthwith by written notice if the other commits any material breach of any term hereof and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same.
a. This agreement constitutes the entire agreement between Us and You as to the subject matter hereof and supersedes all previous communications, representations and arrangements, either written or oral (other than fraudulent misrepresentation). You acknowledge that no reliance is placed on any representation made but not embodied herein.
b. If any provisions hereof are held to be illegal or unenforceable such provisions shall be severed and the remainder of this agreement shall remain in full force and effect unless the business purpose of this agreement is substantially frustrated thereby.
c. You may not assign, transfer or sub-contract any of Your rights hereunder without Our prior written consent. We may assign, transfer or sub-contract all or any of its rights at any time without Your consent.
d. Any express or implied waiver by Us of any term or condition hereof or any breach or default by You may be terminated by Us at any time. No such waiver shall constitute a continuing waiver nor shall it prevent Us from acting upon that or any subsequent breach or default or from enforcing any term or condition hereof.
e. The provisions of Clauses 1, 2, 3, 4, 9, 10, 11, and 12(f) shall survive termination of this agreement.
f. Any notice to be given under this agreement may be given via E-mail, regular mail, facsimile or by hand to the address provided on the Website or otherwise as notified by one party to the other.
g. No terms or conditions other than those set forth herein or any variation thereof shall be binding upon Us, unless in writing and signed on behalf of both Us and You.
h. Nothing herein shall create or be deemed to create any joint venture, principal-agent or partnership relationship between the parties and neither party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.
i. This agreement shall be subject to the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the English courts.