Terms & Conditions of Business

This page (together with the documents referred to on it) tells you the terms and conditions on which Property-Matchmaker Limited (the "Company, We, Our or Us") supply the services on the website www.property-matchmaker.com to you. Please read these terms and conditions carefully before registering on the Website. You should understand that by registering as a user of the Website that you agree to be bound by the Company's privacy policy, the terms and conditions of use of this Website and these terms and conditions of business.

You should print a copy of these terms and conditions for future reference.

Please click on the button marked "I Accept" at the end of these terms and conditions if you accept them. Please understand that if you refuse to accept these terms and conditions, you will not be able to use the Company's Services.

1. INFORMATION ABOUT US

1.1 www.property-matchmaker.com (the "Website") is operated by the Company. The Company is registered in England and Wales under company number 06603931 and its registered office and main trading address is Suite 19, Springboard Business Centre, Ellerbeck Way, Stokesley Business Park, North Yorkshire, TS9 5JZ. The Company's VAT number is 936 9744 69.

1.2 The Company's business is the provision of the Services (as defined below). We are not an Estate Agent or House Builder.

2. INTERPRETATION

The definitions and rules of interpretation in this clause and bracketed in bold above apply in these terms and conditions.

Acceptance Notice: The Company's email (to the address specified on the Registration Form) confirming that We have accepted Your application for Membership, the Location and the Term.

Agent: means any person, firm or corporate entity in the business of selling residential properties on behalf of a third party.

Claims: means all demands, claims, proceedings, penalties, fines and liability (whether criminal or civil, in contract, tort or otherwise;

Conditions: means these terms and conditions of Business, the company's Privacy Policy and the Website's terms and conditions of use.

Contract: the contract for the provision of the Services (as formed in accordance with clause 3) binding the Parties to the Conditions.

Data: means all information provided by You (whether inputted by Us or You) and included on the Website of whatever nature including (but not limited to) Your contact details and all information in respect of properties that You or Your Customer are seeking to buy and or/sell.

House Builder: means any person, firm or corporate entity in the business of building or renovating residential properties and selling them as principal to third parties.

Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Location: means the place of business/branch of which You have provided the postal address on the Registration Form and for which you have paid the Price.

Losses: means all losses including without limitation financial losses, damages, legal costs and other expenses of any nature whatsoever.

Membership: means Your membership (upon formation of the Contract in accordance with clause 3) of the Website and Your access to the Services.

Parties: The Company and You (each being a Party).

Price: the price agreed by the Parties for the provision of the Services which unless otherwise agreed by both Parties in writing and confirmed in the Acceptance Notice shall be the Price as indicated on the Website (view Estate Agent prices, view House Builders prices) at the time of Your completion of the Registration Form in respect of the number of Locations and the length of the Term required.

Property Limit: means the number of properties You are permitted to list per Location within Your Data as indicated on the Website at the time of registration (Estate Agent registration, House Builder registration).

Registered Users: means any Agent or House Builder to whom the Company has granted Membership.

Registration Form: the form of application for Membership on the Website the submission of which is Your offer to enter into the Contract.

Services: means the Services as defined in Clause 5.1.

Term: means the term of the Contract (and consequent period of Your Membership) as detailed in our Acceptance Notice.

Termination Date: means the date in which the Contract is Terminated either at the cessation of the Term or by earlier termination in accordance with Clause 7.

You and Your: means the person, firm or corporate entity that has applied for Membership. It does not include connected undertakings or other companies within Your corporate group.

Your Customer: refers to the person, persons, firm or Company who You are acting as Agent for with a view to selling/ purchasing residential property.

3. HOW THE CONTRACT IS FORMED

3.1 You can apply for Membership either by:

(i) completing the Registration Form for each Location, paying the Price and accepting the Conditions on the Website;

(ii) completing the Registration Form on the Website in respect of each of your Locations and paying the Price via telephone on 01287 633382 after confirming to Us that you accept the Conditions;

3.2 Your application of Membership will only be accepted by Us when we send to You an Acceptance Notice. Please note that We will not accept your application until We have received confirmation that the payment is cleared in Our bank. We reserve complete discretion to refuse any application for Membership. Any information on Our web site, or Your completion of details or clicking any button or icon indicating You are registering with Us does not, and is not intended to, constitute a binding contract between the Parties. Only on Our sending the Acceptance Notice will We be entering into a binding contract with You.

3.3 If We refuse or are unable to accept Your application of Membership and you have paid the Price We warrant to request our bank returns the funds to You within two working days of the funds clearing our account.

3.4 You may apply for renewal of Membership at any time during the term of Your Membership; if your application to renew is accepted We will send you an Acceptance Notice confirming the extended Term.

4. YOUR STATUS

By applying for Membership of the Website, you warrant that:

(a) You operate as an Agent or House Builder and provide the services normally associated with those operations;

(b) Your Location is situated in the United Kingdom.

5. OUR OBLIGATIONS TO YOU

The Company warrants that:

5.1 We shall supply the following Services:

(a) an internet property listing service for the display of Your Data and other Registered Users data;

(b) to provide a search engine for You to match Data with data submitted by other Registered Users with a view to comparing Your Customers requirements with those of other Registered Users.

(c) an automated email service to You, providing you with regular updates comparing Your Data with data submitted by other Registered Users with a view to comparing Your Customers requirements with those of other Registered Users.

5.2 We will use reasonable care and skill when supplying the Services;

5.3 Data will not be used in advertising or (unless required by law) made available to a third party or another Registered User in any other way other than via the Website without your express written consent;

5.4 We will use reasonable endeavours to ensure that You are able to enter Data at all times and that such Data will be promptly available to other Registered Users;

5.5 We will use reasonable endeavours to ensure that You are able to delete Data at all times and that such Data will promptly be unavailable to other Registered Users;

5.6 We will use reasonable endeavours to provide prompt assistance with any technical or any other queries in respect of the Services or the functionality of the Website;

5.7 where you provide Us with Data through any other means than You inputting it manually, We shall use reasonable endeavours to ensure that the Data is available to other Registered Users within two business days of receipt;

5.8 where You instruct us to remove any of Your Data by any other means than by manual deletion on the Website that We shall use reasonable endeavours to ensure that such data is unavailable to other Registered Users within two business days of receipt;

5.9 That upon the end of the Term or upon earlier Termination in accordance with clause 7 that all Data will promptly be removed from the Website and that We will destroy any Data held in any other form within 28 days;

5.10 We will use reasonable endeavours to ensure the availability and performance of the Website;

5.11 We will comply with Our privacy policy at all times and any applicable UK legislation, including but not limited to the Data Protection Act 1988.

5.12 We will use reasonable endeavours to ensure that Data is not altered in any way as to misrepresent the information contained in it;

5.13 We shall provide You with no less than two weeks notice where We require that Data is provided in a different format/specification and We will use best endeavours to provide You with any assistance in providing the Data in the new format.

5.14 We shall remind You not less than four weeks of the end of the Term that Your Membership is coming to an end and that the Data will be deleted in accordance with the above and Your Membership shall cease unless you renew the Contract.

6 YOUR OBLIGATIONS

You warrant that:

6.1 that all information entered on the Registration Form is accurate and complete and that each Location will upon registration supply the Company with a valid email address and that You will notify us as soon as possible when You require this email address to be amended for any reason;

6.2 Data will delivered to us in such format and or/ specification as We may advise from time to time;

6.3 Data does not include details of properties in excess of the Property Limit and only includes details of properties which are marketed and within a reasonable geographical proximity from the Location;

6.4 that You have good title to the Data, it is not in breach of any obligations of confidentiality or privacy and that when reproduced or published by the Company does not breach any contract or infringe any third party rights including (but not limited to) Intellectual Property Rights.

6.5 You will use reasonable endeavours to ensure that Data is correct at all times and where there is a material change in the Data that such is amended within one working day;

6.6 You will use reasonable endeavours to ensure that You reply to any enquiries received from another Registered User arising from their use of the Website within two business days;

6.7 Data is at all times compliant with any applicable UK legislation including (but not limited to) The Home Information Pack Regulations 2007, The Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007 and the Estate Agents Act 1979;

6.8 that You will at all times comply with the Data Protection Act 1988 in respect of any personal data that We make available to You;

6.9 that Data is free from known viruses or anything analogous to such a program;

6.10 that Data will only contain information relevant to Your Membership;

6.11 that You will indemnify the Company and hold us harmless from and against all Claims and Losses arising from Your breach of the Conditions;

6.12 that You acknowledge that there is nothing in these Conditions that affects Your relationship with other Registered Users and any contracts that You or Your Customers may enter into as a consequence of the Services.

7. TERMINATION

7.1 Without prejudice to any other rights that it may be entitled to, either Party may give notice in writing to the other (the 'Defaulting Party') terminating the Contract immediately if:

(a) the other Party commits a material breach of any material term of the Conditions and (if such breach is remediable) fails to remedy that breach within a period of 14 days of being notified in writing to do so; or

(b) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed either unable to pay its debts or as having no reasonable prospect of so doing.

(c) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 7.1(b)

7.2 In the event of termination where the Company is the Defaulting Party We shall be liable to refund You such proportion of the Price calculated on a pro-rata basis in view of the Price paid and the Term remaining at the Termination Date.

7.3 In the event of termination where You are the Defaulting Party We shall not be liable to refund You any of the Price paid.

8. DISCLAIMER

We may include links on the Website to the websites of other companies, whether affiliated with Us or not. We cannot give any undertaking, that products or services you purchase from third parties on websites we have provided a link to on Our Website, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party.

9. OUR LIABILITY

9.1 The Company expressly does not warrant that any result or objective is achievable or will be attained as a consequence of using the Services.

9.2 Except in the case of death or personal injury caused by the Company's negligence, the Company's liability under or in connection with the Services whether arising in contract, tort, negligence, breach of statutory duty or otherwise howsoever, shall not exceed the Price.

9.3 Nothing in these Conditions excludes the Company's liability for death or personal injury caused by the Company's negligence or for the Company's fraudulent misrepresentation;

9.4 We are not responsible for indirect losses which happen as a side effect of the main loss or damage, including but not limited to:

(a) loss of income or revenue

(b) loss of business

(d) loss of anticipated savings

(e) loss of data

(f) waste of management or office time however arising and whether caused by tort (including negligence), breach of contract or otherwise.

10. WRITTEN COMMUNICATIONS

When using our site, you accept that communication with Us will be mainly electronic. We will contact you by e-mail or provide You with information by posting notices on the Website. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all terms and conditions, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.

11. NOTICES

All notices given by You to Us must be given to the Company at Property-Matchmaker Limited, Suite 19, Spring Board Business Centre, Ellerbeck Way, Stokesley Business Park, Stokesley, North Yorkshire, TS9 5JZ or info@property-matchmaker.com.

12. TRANSFER OF RIGHTS AND OBLIGATIONS

12.1 The Contract is binding on the Parties and their respective successors and assigns.

12.2 Neither Party may transfer, assign, charge or otherwise dispose of the Contract, or any of the rights or obligations arising under it, without the other Party's prior written consent.

13. EVENTS OUTSIDE OUR CONTROL

13.1 The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under the Contract that are caused by events outside Our reasonable control (Force Majeure Event).

13.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Our reasonable control and includes in particular (without limitation) the following:

(a) Strikes, lock-outs or other industrial action.

(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

(d) Impossibility of the use of public or private telecommunications networks.

(e) The acts, decrees, legislation, regulations or restrictions of any government.

13.3 Our performance under the Contract is deemed to be suspended for the period that the Force Majeure Event continues, and We will have an extension of time for performance for the duration of that period. We will use Our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which Our obligations under the Contract may be performed despite the Force Majeure Event.

14. WAIVER

14.1 If the Company fails, at any time during the term of a Contract, to insist upon strict performance of any of Your obligations under the Contract, or if we fail to exercise any of the rights or remedies to which We are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve You from compliance with such obligations.

14.2 A waiver by Us of any default shall not constitute a waiver of any subsequent default.

14.3 No waiver by us of any of the Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to You in writing.

15. RIGHTS OF THIRD PARTIES

A person who is not a party to the Contract shall not have any rights under or in connection with it.

16. NO PARTNERSHIP OR AGENCY

Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the Parties, nor constitute any Party the agent of the other Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.

17. SEVERABILITY

If any of these Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

18. ENTIRE AGREEMENT

18.1 These terms and conditions and any document expressly referred to in them represent the entire agreement between the Parties in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between You and Us, whether oral or in writing.

18.2 The Parties acknowledge that, in entering into the Contract, neither has relied on any representation, undertaking or promise given by the other or to be implied from anything said or written in negotiations between the Parties prior to the Contract except as expressly stated in the Conditions.

18.3 Neither of the Parties shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of the Contract (unless such untrue statement was made fraudulently) and the other Party's only remedy shall be for breach of contract as provided in the Conditions.

19. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS

19.1 We have the right to revise and amend these terms and conditions of business from time to time to reflect changes in market conditions affecting Our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Our system's capabilities.

19.2 You will be subject to the terms and conditions of business in force at the time that You complete the Registration Form, unless any change to the Conditions is required to be made by law or governmental authority.

20. LAW AND JURISDICTION

The Contract will be governed by English law. Any dispute arising from, or related to the Contract shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.