TERMS OF USE

INTRODUCTION

These Terms of Use are written and maintained by HouseLegal Limited, a company registered in England and Wales (company number 12374289) whose registered office is 14 Jessops Riverside, 800 Brightside Lane, Sheffield, S9 2RX.

SCOPE OF AGREEMENT

HouseLegal is a provider of an online price comparison portal for conveyancing services and enables the introduction of Clients to Law Firms for the provision of conveyancing quotes in return for the payment of Referral Fees.

These terms and conditions, govern the relationship between HouseLegal and the Client for the provision of online processing services. This Agreement does not include: (a) any other terms and conditions, (b) any oral or written quotation (other than the Quote), (c) any specification not set out in the Agreement; (d) any other document (whether or not referred to in the Agreement); or (d) any purported attempt by the Client to impose or incorporate its own terms and conditions; and the same shall be of no effect and not legally binding. If there is any inconsistency between these terms and conditions and/or the Quote, the documents shall have priority in the following order: (i) the Quote; (ii) these terms and conditions.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following terms shall have the following meanings:

"Administration Fee(s)" shall mean the administration charge payable by the law firm to HouseLegal in respect of the use of the platform for the automation of providing conveyancing quotations. Value added tax (VAT) shall be added to such administration charge.

"Business Day" means Monday to Friday in each week of each year excluding public and bank holidays in England and Wales.

"Case" means a transaction for the sale, purchase or re-mortgage of a property in England and Wales.

"Client" means a person or persons identified in a Quote who will be introduced to one or more of the Law Firms referred to in it whose Case is undertaken by the Law Firm.

"Completion, Completed or Completes" means the legal completion of a Case through the Platform.

"Completed Case" means a Case that proceeds to Completion.

"Data Protection Legislation" means the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the United Kingdom.

"GDPR" means the General Data Protection Regulation ((EU) 2016/679).

"Intellectual Property Rights" means any and all existing and future Intellectual Property Rights whether registered or unregistered including all copyright, trademarks, patents, design rights, database rights, trade secrets and/or knowhow anywhere in the world and all applications for any of the same.

"Law Firm" refers to the firm of solicitors or licenced conveyancer who undertakes Cases on behalf of a Client.

"Platform" means the provision of a system for the on-line receipt of referrals and instructions from an Agent or Broker in respect of Clients and the creation, progression and viewing of a Matter by the Law Firm.

"Platform User" refers to any user of the Platform, whether this be a Law Firm or Client.

"Quote" refers to the prices presented to the Client based on the information given.

"Referral Fee" means the Referral Fee payable by the Law Firm in respect of the referral of a Case to HouseLegal.

"Security Information" means all usernames, passwords, security phrases and all other information required to obtain access to the Platform.

"Services" means the services required by a Client as set out in a Quote.

"Terms of Use" refers to this document.

"Unexpected Event" has the meaning given in clause 4.6.

1.2 Words importing the singular only shall include the plural and vice versa.

1.3 Headings used in this agreement are for readability only and shall not affect its interpretation.

2. CONSIDERATION

In consideration of the obligations on the part of the parties hereto, HouseLegal will provide the Platform to the Client and both parties will comply fully with all their obligations subject to the terms and conditions presented.

3. AGREEMENT WITH LAW FIRMS

3.1 The Client acknowledges and agrees that:

3.1.1 HouseLegal does not provide Services itself and does not agree to do so through this Agreement.

3.1.2 This Agreement relates solely to the provision of Quotes and not the Services performed by the Law Firms.

3.1.3 A Quote is an introduction made by HouseLegal to Law Firms who may be suitable to perform Services required by the Client and who the Client may choose to engage directly to provide Services under one or more separate agreements.

3.1.4 The inclusion of a Law Firm in a Quote is not a recommendation or an endorsement by HouseLegal of that Law Firm.

3.1.5 The Client is solely responsible for assessing the suitability of any Law Firm to meet the Client's requirements and the acceptability of a Law Firm's terms and conditions for the performance of Services.

3.1.6 The Client is responsible for checking that the information held by a Law Firm following the provision of a Quote is correct.

3.1.7 HouseLegal shall in no circumstances be responsible for the performance of, failure to perform, or the quality of any Services performed by a Law Firm, and

3.1.8 The Client agrees that it shall not enter into any arrangements with a Law Firm that has the intention or effect of avoiding payment of the Referral Fees or Administration Fees via the Platform.

4. HOUSELEGAL'S OBLIGATIONS

4.1 HouseLegal shall provide the Platform by Clients have the ability to request quotations from one or more Law Firms who have indicated to HouseLegal they are willing and able to provide the Services required by the Client, based on the information provided by the Client. Upon receipt of a Quote from HouseLegal, the Client may engage with any (or none) of the Law Firms referred to in it.

4.2 HouseLegal will provide the Client with details of the financial or other interest which HouseLegal has where a Client wishes to instruct on a Quote.

4.3 HouseLegal shall inform the Law Firm via email when a Client wishes to instruct on a Quote. HouseLegal shall provide the Law Firm with the details of the quote including any Referral Fees and Administration Fees that would be due on Completion. Upon acceptance of the instruction, HouseLegal will then proceed to provide the Law Firm with the Client's contact details. HouseLegal is not obliged to provide details of any competing quotes from other Law Firms.

4.4 To use reasonable endeavours to ensure that all necessary hardware and software owned and operated by it or on its behalf shall be maintained and monitored on a regular basis, to ensure that the Platform can be provided at all times where possible. Should any Platform User be in breach of any of the terms of this Agreement resulting in suspension of the Platform, HouseLegal will be exempt of liability.

4.5 To provide and maintain a secure server at its own cost, which will allow HouseLegal to provide the Platform.

4.6 Neither party shall be liable for any breach of its obligations under the Agreement due to any cause beyond its reasonable control ("Unexpected Event") provided the party concerned has acted reasonably and prudently to prevent and to minimise the effect of such Unexpected Events. Should an Unexpected Event continue without interruption for 3 (three) months or more, then either party may by notice to the other, cancel the Agreement without incurring any liability for any resulting loss or damage.

5. CLIENT'S OBLIGATIONS

5.1 The Client acknowledges that a Quote provided by HouseLegal is not an offer capable of acceptance.

5.2 The Client must ensure all information it provides to HouseLegal is complete, accurate and up to date, and HouseLegal's provision of accurate Quotes, introduction of Law Firms and performance of its obligations under this Agreement is dependent on the same. The Client acknowledges that if the Client provides information which is incomplete, inaccurate or out of date:

5.2.1 Any Quote provided by HouseLegal may be inaccurate.

5.2.2 Any Law Firm referred to in a Quote may not be capable of, available to, or willing to perform the Services referred to in the Quote; and

5.2.3 HouseLegal may not be able to comply with its obligations under this Agreement where it uses or relies on such information.

5.3 A Client agrees to consent in compliance with GDPR for the Client's details to be stored within the Platform in order to generate a Quote.

6. HOUSELEGAL'S RIGHTS AND LIMITATION OF LIABILITY

6.1 HouseLegal retains all Intellectual Property Rights of the Platform, Data and Communications excluding any branding that is the property of the Agent, Broker or Law Firm.

6.2 HouseLegal shall not be liable in contract, tort (including negligence) or otherwise arising in connection with this Agreement or the use of (or inability to use) the Platform for:

6.2.2 Any economic loss including, without limitation, loss of revenues, profits, contracts, business or anticipated savings.

6.2.3 Any loss of or damage to data, goodwill or reputation.

6.2.4 Any special, indirect or consequential loss.

6.3 HouseLegal will further not be liable for any loss or damage arising from:

6.3. Erroneous uploading of information using the Platform by a Platform User.

6.3.2 Erroneous downloading of information using the Platform by a Platform User.

6.3.3 The content of any e-mail sent via the Platform.

6.4 The Platform is provided on an "as is" and "as available" basis and HouseLegal does not warrant that the Platform User's use of the Platform will be uninterrupted or error-free.

6.5 Each provision of this clause 6 shall be considered separately and if, for any reason, any one or other of these provisions is held to be inapplicable or unenforceable in any circumstances the remaining clause or clauses will remain in full force and effect.

6.6 HouseLegal accepts liability:

6.6.1 to all Clients for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation; and

6.6.2 only to Clients who are consumers for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (as to title) where there shall be no limitation of liability. HouseLegal's liability for all other losses suffered by the Client shall be as set out in the remainder of this Clause 6.

6.7 Subject to the Clauses above, if HouseLegal fails to comply with this Agreement, it is responsible for loss or damage the Client suffers that is a foreseeable result of the breach of the Agreement or negligence but is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of HouseLegal's breach or if they were contemplated by the Client and HouseLegal at the time of this Agreement.

6.8 Law Firms are not HouseLegal's employees or group companies. Law Firms are separate businesses independent of HouseLegal and they have no authority to act on behalf of HouseLegal or bind HouseLegal in any way. The Client will have a direct contractual relationship with any Law Firm providing a Service to it and, except where HouseLegal has failed to comply with its obligations, HouseLegal will have no liability for any act or omissions of the Law Firm, including without limitation, relating to any failures or negligence or defect in the Services and related materials they provide.

7. FEES, PAYMENT AND TERMINATION

7.1 HouseLegal provides Clients with online processing services free of charge, however it reserves the right to charge additional sums as notified to the Client in advance from time to time.

7.2 All fees and the terms of payment for the performance of Services shall be governed by the relevant Law Firm's terms.

7.3 Although HouseLegal uses reasonable endeavours to ensure all Quotes are accurate, they should be regarded as indicative only, in particular in relation to any fees referred to in them. All information in Quotes and on which HouseLegal bases Quotes is provided to HouseLegal by the Client and/or relevant Service Providers and HouseLegal cannot and do not undertake to verify the information before producing the Quote.

7.4 This Agreement may be terminated for cause by either party, with immediate effect, from the date of service on the other of written notice if the other party is in breach of any material obligation under the Agreement and, if the breach is capable of remedy, that party has failed to remedy such breach within 28 (twenty eight) days of receipt of notice so to do.

7.5 Where the Client is a consumer, HouseLegal may terminate the Agreement immediately if a bankruptcy order is made against them (or any of them).

7.6 Either party may terminate this Agreement if:

7.6.1 an order is made or a resolution is passed for the winding up of the other party.

7.6.2 An administrator is appointed to manage the affairs, business and property of the other party.

7.6.3 A receiver is appointed of any of the other party's assets or undertaking.

7.6.4 The other party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way.

7.6.5 Anything analogous to any of the foregoing occurs to the other party under the law of any jurisdiction.

7.7 HouseLegal reserves the right to remove a Platform User from the Platform at any time and for any reason. Removal of a Platform User from the Platform would also terminate this agreement.

7.8 Referral Fees for any Quotes issued prior to the date of termination of this Agreement shall be payable where such Quote leads to a successful referral whether before or after the date of termination and without limitation, the provisions of the Agreement shall remain in force after any termination.

8. INDEMNITY

The Platform User hereby agrees to defend, indemnify and hold HouseLegal harmless, and to keep HouseLegal fully and effectively indemnified, from and against all liabilities, losses, claims, damages, costs and expenses that HouseLegal may suffer from:

8.1 Any breach of this Agreement by the Platform User.

8.2 Any transmission or receipt of any content or message sent via the Platform by the Platform User.

8.3 The data submitted by the Platform User using the Platform, transmitted using the Platform or made available through the Platform.

8.4 Connection to the Platform.

8.5 Violation of the rights of any third party.

8.6 Any claims or legal proceedings arising from the use of the Platform by the Platform User under this Agreement including (but not limited to) claims in respect of defamation, breach of copyright or other Intellectual Property Right infringement, which are brought or threatened against HouseLegal by any other person.

8.7 Breach of applicable law, rule or regulation.

9. MISCELLANEOUS PROVISIONS

9.1 These Terms of Use contains the entire agreement between the parties relating to the subject matter covered and supersedes any previous agreements. Continued use of the Platform shall be deemed acceptance by the Platform User.

9.2 HouseLegal reserves the right to assign or sub-contract any or all of its obligations under this Agreement and HouseLegal shall not be obligated to obtain the consent of the Platform User to such assignment or sub-contracting.

9.3 Any failure by HouseLegal to enforce or exercise any right or provision contained within these Terms will not constitute a waiver of that right or provision.

9.4 If any provision of these Terms of Use are found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provision or provisions of these Terms of Use will remain in full force and effect and this shall not affect the enforceability of any remaining provisions of these Terms of Use.

9.5 These Terms of Use shall remain in full force in respect of any matters, covenants or conditions which shall not have been done, observed or performed prior thereto and also representations and warranties and obligations of the parties shall, except for any obligations fully performed, continue in full force and effect notwithstanding the termination of these Terms of Use.

9.6 For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of these Terms of Use, these Terms of Use are not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions save in respect of any third party from whom HouseLegal shall have obtained a licence, permit or consent from to provide the Platform.

9.7 Nothing within these Terms of Use shall be taken as creating a joint venture or partnership between the Parties or the relationship of employer and employee.

9.8 These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English Courts.

9.7 Notices: Any notices should be in writing and should be made by hand, by recorded delivery, by email or by fax (for notices sent by fax and email a supporting physical copy must be sent on the same day by post) to such addresses and numbers as the parties may specify from time to time. Notices sent by hand, by fax or by recorded delivery post will be treated as having been received on the working day after the day upon which they were sent. Proof of fax transmission and of successful far-end receipt must be kept. Emails will be treated as having been received at the time of sending unless a mail undeliverable or similar message is received by the sender.

10. INTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION LEGISLATION

10.1 The Platform User shall comply with all Data Protection Legislation in relation to its use of the Data and shall not sell or licence the Data to any third party, without the prior written consent of HouseLegal.

10.2 Subject to Clause 10.3 and any restrictions specified in the relevant Quote, HouseLegal grants the Client a perpetual, non-exclusive, non-transferable, non-sub-licensable right to use the Intellectual Property Rights in any material provided to the Client by HouseLegal in relation to the provision of online processing services for its own personal, non-commercial purposes only and not to sell, distribute or make available the same in any format to any other person.

10.3 The Client acknowledges that, in respect of any intellectual property rights in any material licensed to HouseLegal by third parties and provided to the Client by HouseLegal in relation to the provision of online processing services, the Client's use of the same is conditional on HouseLegal obtaining a licence from the relevant licensor on such terms as will entitle HouseLegal to license such rights to the Client.

10.4 Each party shall keep strictly confidential all confidential information and all intellectual property rights received from or on behalf of the other party, or otherwise relating to the Agreement.

10.5 Each party undertakes only to use the other party's confidential information and intellectual property rights for the purposes envisaged by this Agreement and in all cases shall only disclose the same to such of its employees, agents and sub-contractors who have a need to know the same for the purposes of this Agreement, and who are subject to a written equivalent obligation of confidentiality.

10.6 The obligations of confidence contained in this Agreement shall not apply to any confidential information that the recipient party can reasonably prove:

10.6.1 Was in the public domain at the time of disclosure.

10.6.2 Was lawfully in its possession and was not acquired directly or indirectly from the other party or from a third party under an obligation of confidence (directly or indirectly) to the other party.

10.6.3 Is or becomes public knowledge by act or acts other than those of such party.

10.6.4 Is required to be disclosed by law.

These terms of use were last updated 06 March 2022.