|“the Commencement of the Service”|| The Commencement of the Service is deemed to be one or either of the following:
|“the Company”||The Title Consultancy Ltd.|
|“Confidential Information”||Confidential Information is any information relating to the following:
|“Conflict of Interest”||If the Company were to accept instructions from a User and it is deemed that accepting those instructions and providing the Service to that User on a particular matter may prevent the Company from acting in the best interests of another User.|
|“the Content”||Including but not limited to text, graphics, images, buttons, icons, videos and digital downloads, articles, the Title Report, the Draft Enquiries, the design and structure of the Website and any compilation available on or through the Website or provided as part of the Service.|
|“DPA”||Data Protection Act 1998.|
|“Draft Enquiries”||Enquiries drafted on the title to a specific Property and provided as part of the Service.|
|“Electronic Means”||Communication through Internet websites, email, text, digital transmission.|
|“Force Majeure”||An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent provided that event or circumstance is limited to the following:
|“Framed”||The use of an i-frame.|
|“GDPR”||The General Data Protection Regulation.|
|“Intellectual Property”||Means all publications (written or electronic), inventions, improvements and/or discoveries including without limitation all utility models, registered and unregistered designs, registered and unregistered trademarks, topography, data, databases, computer software, know-how, technical and confidential information, trade and business names and goodwill, process and methodology (whether or not all of the same are registered) and anything analogous to any of the foregoing in any part of the world.
For the avoidance of doubt, this will include all content and information provided within any completed documentation provided by the Company as part of the Services for the avoidance of doubt this shall include Title Reports and Draft Enquiries.
|“Intellectual Property Rights”||Means all legal rights including but not limited to Copyright, Patents and Design Rights pertaining to the ownership of any Intellectual Property whether background or foreground in any jurisdiction and in any part of the world.|
|“Linking Website”||A website or email which is not owned or controlled by the Company and that links to the Website.|
|“Loss”||Loss is deemed to include the following:
a) losses that were caused by any breach on the part either the Company or the User.
|“Offensive Material”||Any Content of a pornographic, racist, anti-religious or controversial nature. Any Content which is illegal in any of the Jurisdictions from which access to the Website can be obtained. Any material which is deemed as offensive at the sole discretion of the Company.|
|“Parties”||The Company and the User and ‘Party’ shall be construed accordingly.|
|“Principal of the Company”||A director or manager of the Company.|
|“Principal of the User”||A director or manager of the User.|
|“Property”||A residential property in England or Wales.|
|“Public Holidays”||Bank Holidays in England & Wales; Christmas Day; New Years Day; Easter Monday.|
|“the 2013 Regulations”||The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.|
|“the Service”||Means the provision of the Services.|
|“the Services”||Means the provision by email or other electronic means of a Title Report and Draft Enquiries or such other completed documentation provided as part of the Service.|
|“the Service Information”||Information, title deeds and other documentation required to enable the Company to carry out the Service an efficient and timely manner.|
|“the Service Level Agreement”||An Agreement executed between the Company and the User setting out the terms of the Service the Company will provide to the User.|
|“the User”||Any person, company or other party who does all or any of the following:
|“the Service”||The provision, by email or other electronic means of a Title Report and Draft Enquiries.|
|“Working Days”||Monday to Friday excluding Public Holidays.|
|“Written Notice”||Notice in writing from a Principal of the User or a Principal of the Company Such Notice may be by email.|
|“Title Report”||A Report on the Title to a specific Property (details of which are provided by the User).|
|“the Terms and Conditions”||These Terms and Conditions (also referred to as the “Terms & Conditions”).|
Terms & Conditions
The information that we, the Company, gather and store about the Client Firm and any User , is limited to:
- The name of the User
- Contact details of the User
- Information within the User’s Service Level Agreement
The Information that we do not ask for or store :
- Any personal addresses or telephone numbers
- Contact details of the User
- Any information in respect of any of the Clients of the User
We do not knowingly share any of your information with any other third party or anyone who is not connected with this business or the Service.
Duty Not to Disclose
The Company and the User each have a duty one to the other not to disclose any Confidential Information (as defined) to any party ( whether an individual or a company) who is not a party to the contractual relationship between the Company and the User (‘the Parties’).
In addition to the Confidential Information as defined, Confidential Information shall also include, and the Parties shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed as such in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered within thirty (30) days of the disclosure
The Parties shall limit disclosure of Confidential Information within their own organizations to their directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without prior written consent of the party providing the information. The Parties shall satisfy their obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by their employees, agents, consultants and others who are permitted access to or use of the Confidential Information.
Neither Party is under a duty of Confidentiality or non-disclosure in respect of any information (a) that was possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of receiving party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the disclosing party; or (e) is independently developed.
No Creation of Ownership Rights or Licences
The provisions of this Confidentiality clause shall not be construed as creating, conveying, transferring, granting or conferring upon either party any rights, license or authority in or in relation to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Furthermore, both parties acknowledge and agree that the exchange of information under the provisions of this clause shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
Limit of Liability
Neither Party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged between the Parties.
If there is a breach or threatened breach of any provision of this clause , it is agreed and understood that the non-breaching party shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this clause of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this clause
Data Protection Act 1998
The Company is registered under the Data Protection Act 1998 (‘DPA’).
The Company may obtain, use, process and disclose personal data about Users of the Service in order that we may discharge the Service for the User and for any related purposes including updating User records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. Each User of the Service has a right of access, under the DPA and GDPR.
Save for the Company’s obligations under the DPA, GDPR and any other statutory obligation, the Company will not divulge or share any information that we gather and hold about the User or any information provided by the User to the Company with any third party without the express written consent of the User.
The Company does not and will not gather, store or request any information about the clients of the User. If the User provides information about their clients to the Company in error, the Company will inform the User immediately and erase such information from our systems and databases immediately and in a secure fashion.
When registering for the Service and in using the Service, the User authorizes the Company to use any information provided by the User for the purposes of providing the Service to the User.
Retention of Data
The Company will retain the information (including the Service Information) provided by the User for as long as the Company is required to do so under the provisions of the DPA, GDPR or any other statutory obligation, after which such information shall be securely deleted.
The provision of the Services is GDPR compliant. The Services are designed to avoid the storage of ‘personal data’ (as defined within the General Data Protection Regulation).
No information kept in paper or ‘hard copy’ form
The Company does not accept, keep or store files and/or other documentation in paper or ‘hard copy’ form. All information received from the User and relating to the provision of the Service, including but not limited to the Service Information is encrypted and securely stored in digital form.
Service Information retained for six years.
The Company will retain the Service Information and all information relating to the provision of the Service for a minimum period of six years (other than for abortive work) after which time the Company may destroy such information without any further reference to the User.
Use of the Website
Any use of the Website is at the User’s own risk.
The Company takes all reasonable steps to ensure that the Website is a safe and secure website to access and use. It is assumed that the User has ensured that they have put in place the necessary internet security in their computer or other device used to access the Website against, without limitation, viruses, spyware and malware. The Company accepts no liability for any Loss suffered by any User or other party as a result of linking to the Website.
Availability of the Service
We always endeavour to ensure that the Service is always available between the hours of 9.00 and 17.30 Monday to Friday (for the avoidance of doubt this excludes Public Holidays in England and Wales) . In the event that this is not possible we will, where possible, ensure that notice of any interruption or anticipated interruption in the Service is placed prominently on the Website.
No Liability for any Loss cause due to the operation of the internet or other electronic means of transmission
Due to the fact that the Service is purely internet based we cannot guarantee that the Service will be uninterrupted or error free. The Company hereby expressly disclaims any liability for any Loss caused due to the operation of the internet or other electronic means of transmission that are beyond the control of the Company.
The Company endeavours to ensure that all information provided on the Website or as part of the Service is accurate and up to date
The Company endeavours to ensure that all information provided on the Website or as part of the Service is accurate and up to date. The Company hereby expressly disclaims any liability for any Loss caused due to the use of and reliance on, by the User of any information shown on the Website or given in the provision of the Service.
The provision of the Service is fully dependent on the efficient delivery of title deeds and other publications including but not limited to the Service Information to the Company by the User.
The provision of the Service is fully dependent on the efficient delivery of the Service Information including but not limited to, title deeds and other publications to the Company by the User. The Company hereby expressly disclaims any liability for any Loss caused due to the failure or omission of the User to provide the Service Information (including but not limited to title deeds and other documentation required to complete the Title Report and Draft Enquiries) in a timely manner. In the event of a delay due to HM Land Registry the Company will inform the User immediately the Company is aware of such delay and will endeavour to come to an agreement with the User for an amended timetable for the provision of the Service.
Statutory rights as governed by the Law of England and the EU and the Courts of England and Wales.
These Terms and Conditions do not affect your statutory rights as governed by the Law of England and the EU and the Courts of England and Wales.
Service is a purely electronic service.
We have designed the Service to be a purely electronic service. This is to keep the cost of the Service to the User down to the minimum and also to ensure reliable, fast and efficient provision of the Service.
Use of the Service is deemed consent
When using any part of or all of the Service or when communicating with us by Electronic Means you are deemed to be consenting to receipt of communications from us to you by Electronic Means. We will communicate with you only to the extent required to provide you with the Service unless we have your express consent or agreement otherwise.
Governed by the Laws of England and Wales
These Terms and Conditions are governed by the Laws of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
All Content available within the Website or provided by the Company is the legal Intellectual Property of the Company and is licensed to the User for their sole use.
None of the Content may be extracted, copied. Framed, reused or presented for consumption by the General Public or other Third Parties in any manner (whether recreational or commercial) without the express consent of the Company.
Use of any data gathering
The use of any data gathering including but not limited to the use of any data mining or extraction tools or internet robots or spider software is strictly forbidden without the express written consent of the Company. For the avoidance of doubt this prohibition includes use of or publication of any parts of the Service for example (but not limited to) the Title Reports, Draft Enquiries, any Articles or videos within the Website or produced by the Company as part of the Services, our prices and product listing and any other information produced or provided by the Company.
All links to websites that are not owned or run by the Company are for information purposes only. Links to third party websites or email addresses that appear on the Website are not an indication of the Company’s endorsement of that website or any Content within that website
Any third party who owns and controls a Linking Website must not:
- Hold out or claim to have any special or other relationship (business or other) to the Website or the Company.
- Imply that the Company supports, recommends, or in any other way endorses the Content of the Linking Website
Linking Websites must not:
- Contain any Offensive Material or material which infringes any intellectual property rights or other rights of any third party.
- Contain any computer viruses or malware
Any third party who owns and controls a Linking Website will be required to fully indemnify the Company against any Loss or damage caused by the Linking Website.
Legally binding contract
On the Commencement of the Service, a legally binding contract between the User and the Company is created and such contract is governed by the laws and jurisdiction of England and Wales. The contract is between the User and the Company. The Company has no contractual or other relationship with the User’s clients. The Company has no duty of care to the User’s clients or any other parties outwith the contractual relationship between the Company and the User.
Service not subject to the 2013 Regulations
For the avoidance of doubt, the provision of the Service or any contract entered into between the Company and the User is not governed by the “The Consumer Contracts (Information Cancellation and Additional Charges) Regulations 2013 (“the Regulations”) on the basis that the User is not a “consumer” as defined within the Regulations.
If any of the provisions of these Terms and Conditions are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Terms and Conditions as a whole.
Skill and Care in the Provision of the Service
The Company will use all reasonable skill and care in the provision of the Service. The Company will assess the level of risk posed by each matter before accepting instructions on that matter. In the event that the Company deems that the level of risk posed by a particular matter is beyond the level that the Company is prepared to accept, the Company will refuse to except such instructions on that particular matter and return all information relating thereto to the User.
Professional Indemnity Insurance
The Company maintains Professional Indemnity Insurance and, unless otherwise agreed in writing, limits its liability for claims against the Company to a figure of £2 million. Details of the Company’s Professional Indemnity Insurance are available on request. The Company hereby limits the Company’s liability to £2 million (Two Million Pounds) in any one matter.
Provision of Title Reports and Draft Enquiries
Title Reports and Draft Enquiries are provided in draft form. By making payment to the Company for each Title Report and set of Draft Enquiries the User is deemed to have checked the accuracy of the Title Report and Draft Enquiries thoroughly and deems the Title Report and set of Draft Enquiries to be satisfactory.
The User is licensed to use the Title Report and Draft Enquiries for the provision of advice to their clients only and for no other purpose. The User hereby acknowledges that the Company has no legal or other liablity for the advice provided by the User to their clients. The User will fully indemnify the Company against any actions, claims legal (whether contractual or tortious) or otherwise by the Users clients as a result of the advice provided by the User to their clients.
Time Not of the Essence
The Company will endeavour to meet reasonable deadlines which have been agreed in writing between the Company and the User. Time will not be of the essence in the provision of the Service.
No Responsibility due to Force Majeure
Neither party is responsible for any failure to perform its obligations under this contract, if it is prevented or delayed in performing those obligations by an event of force majeure.
Notification of Force Majeure
Where there is an event of force majeure, the party prevented from or delayed in performing its obligations under this contract that party must immediately notify the other party giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing the party from, or delaying the party in performing its obligations under this contract and that party must uses reasonable efforts to mitigate the effect of the event of force majeure upon its or their performance of the contract and to fulfil its or their obligations under the contract.
Recommencement after Force Majeure
Upon completion of the event of force majeure the party affected must as soon as reasonably practicable recommence the performance of its obligations under this contract.
Non-Relief for Prior Liability
An event of force majeure does not relieve a party from liability for an obligation which arose before the occurrence of that event, nor does that event affect the obligation to pay money in a timely manner which matured prior to the occurrence of that event.
A copy of these Terms & Conditions will be provided to the User on the Commencement of the Service
Company’s right to make changes to the Terms & Conditions
The Company reserves the right to make changes to the Terms and Conditions and also to the Service.
Your use of the Website and the Service will be governed by the Terms and Conditions as they applied and were in force on the Commencement of the Service
If any part of these Terms and Conditions are deemed to be void by statute or in a Court of Law due to invalidity or other legal circumstance, all remaining terms and conditions will continue in full force and effect.
Any waiver of any part or all of these Terms and Conditions will not operate or be construed as a waiver of any other of the Terms and Conditions and will not affect the Company’s right to enforce the performance of any and all of the Terms and Conditions subsequently.
The Service is not subject to the 2013 Regulations.
The Company does not accept any return of the Title Reports or Draft Enquiries or any other product provided under the Service except in exceptional circumstances has expressly agreed in writing by the Company.
The Company requires Written Notice five clear Working Days before the date of cancellation of any part of the Service (including but not limited to Title Reports and Draft Enquiries) except in exceptional circumstances as expressly agreed in writing by the Company. For the avoidance of doubt Written Notice of Cancellation must be made in respect of each individual Title Report or set of Draft Enquiries.
Conflict of Interest
If the Company deems that accepting instructions from and providing the Service to a particular User on a particular matter would cause a Conflict of Interest, the Company will not accept the User’s instructions or provide the Service in respect of that matter.
If the Company is providing the Service to a User on a particular matter and it is bought to the Company’s attention that providing the Service for that User on that particular matter, the Company will cease to provide the Service on that particular matter immediately.
Persons who are not party to these terms and conditions shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to the Act
Payment must be received in full by the Company within 7 Working Days from the date of the invoice issued (‘the Due Date’).
Payment to be made by bank transfer only.
In the event that payment is not received on the Due Date interest will be charged at a daily rate of 4% above the base rate of Barclays Bank Plc
For the avoidance of doubt payment is due for all of the Service or Additional Services provided to the User by the Company (including but not limited to all Title Reports and Draft Enquiries) whether or not the transaction or matter to which they relate proceeds to Completion.