In these Terms and Condition, the following definition apply:
"Agreement" means an Agreement for Services between Property.Works and the Advertiser governed by these Advertiser Terms and Conditions, the Order Form and, where appropriate, any specific Advertiser Terms and Conditions;
"Agent" means an estate agent and/or lettings agent (and in Scotland, solicitor agents), details of which are set out in the Order Form;
"Content" means any and all content and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, the Advertiser to Property.Works on the Website(s);
"DPA" means the Data Protection Act 1998;
"Fees" means the amounts due to Property.Works by the Advertiser under the Agreement and set out or calculated in accordance with the Order Form (or as varied from time to time in accordance with clause 5.9);
"Force Majeure Event" means an event beyond the reasonable control of the party affected by it;
"Initial Term" means an initial term of the Agreement, if any, as set out in the Order Form (as extended from time to time in accordance with clause 8.7);
"Landlord" means a landlord or property manager, details of which are set out in the Order Form;
"Lead" means either a telephone call lasting 30 seconds or more or an email received by the Advertiser from potential occupiers, renters, owners or any other party, who has contacted the Advertiser using the contact form or contact details supplied on the Website(s);
"Logo" means the Property.Works logo or any other logo Property.Works may from time to time provide electronically to the Advertiser;
"Marketing Materials" means the marketing materials provided to the Advertiser by Property.Works in connection with the Services;
"Advertiser" means the Agent or Landlord;
"Order Form" means the order form for Services (as amended or added to from time to time by the parties in writing) indicating the Services to be provided under the Agreement;
"Personal Data" means as the same is defined by the DPA;
"Property.Works" or "the Company" means Stockholm Holdings Ltd. (d/b/a Property.Works), a company incorporated in England and Wales with Company No. 09532334 whose registered office is at 186-192 High Road, Ilford, Essex IG1 1LR.
"Services" means the services to be provided by Property.Works and which may include any, or a combination, of the following:
A process facilitating the upload by the Advertiser of property details (including images) to the Website(s);
"Start Date" a start date for the Agreement as may be specified in the Order Form;
"Website(s)" means the website located at www.property.works and any other website whose domain is owned or controlled or powered by Property.Works and via which Services are provided.
"Working Day" means any day other than Saturday and Sunday and Bank Holidays on which the banks in London are open for normal business.
2.1 This Agreement will become effective upon receipt by Property Works of a completed and signed Order Form by the Advertiser and any term shall begin from the later of the Start Date (if any) and Property.Works commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise).
2.2 The Agreement shall be between Property.Works and the Advertiser and shall comprise the Order Form and these Advertiser Terms and Conditions which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions.
2.3 In the event of any conflict between these Advertiser Terms and Conditions and the Order Form, these Advertiser Terms and Conditions shall prevail.
2.4 All Agreements between Property.Works and an Advertiser shall be governed by these Advertiser Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by Property.Works. From time to time, Property.Works may amend these Advertiser Terms and Conditions and reserves the right to do so in its sole discretion (acting reasonably) at any time without prior notice to the Advertiser. Any changes will be posted on the Website(s) and become effective at the time of posting.
2.5 Property.Works reserves the right to reject any Order Form and/or refuse to enter into a Agreement or provide any Services to a third party at its absolute discretion including where it believes (i) that party is not providing the services of an Agent or Landlord (as determined by Property.Works's advertising criteria) or (ii) that the quality of its Content is not or will not be of a professional standard commensurate with that of its Advertisers generally.
3.1 Subject to these Advertiser Terms and Conditions, Property.Works will provide the Advertiser with the Services in accordance with the Order Form.
3.2 Property.Works may vary the Services from time to time with or without notice to the Advertiser.
The Advertiser warrants and represents that:
4.1.1 it is an Agent or Landlord and you are not acting as a consumer;
4.1.2 Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom and will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;
4.1.3 it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Advertiser's knowledge and belief and the Advertiser shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as Property.Works shall reasonably require to identify and remedy any unauthorised use of Content;
4.1.4 within no more than 3 Working Days of (i) a property going “under offer”, (ii) letting, rental or leasing Agreement being entered into in respect of a property, or (ii) the property being taken off the market the Advertiser will either alter the status of the property details in the upload provided to Property.Works so that it may be displayed as “under offer” or “let” as appropriate on the Website(s) or will remove the property from the upload provided to Property.Works so that it is no longer displayed on the Website(s);
4.1.5 it has the authority to market the properties in the Content;
4.1.6 it holds all necessary authorities, consents and licences necessary to use, display, reproduce, publish the Content and has authority to and grants Property.Works a licence of the Content on the terms set out in clause 4.2;
4.1.7 it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;
4.1.8 it shall not use Property.Works's name, the name of any Group Company or any Logos, trade or services marks of Property.Works or the Group in a defamatory or derogatory manner or in any way that might bring Property.Works, or its directors or employees into disrepute nor shall the Advertiser misuse or deface (or allow to be misused or defaced) any Marketing Materials provided to it;
4.1.9 it will abide by any applicable industry code of conduct or guidelines issued by any relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting Advertisers;
4.1.10 it will provide a contactable telephone number. If your nominated contact methods are not able to receive incoming calls or messages, Property.Works will not be liable for any loss you suffer as a result of not receiving calls or emails. Where a trackable telephone number has been allocated to the Advertiser by Property.Works, the Advertiser will use this number to enable Property.Works to effectively monitor Leads delivered to the Advertiser and take no actions that would interfere with such monitoring, and the Advertiser agrees that Property.Works and its suppliers may record all telephone calls for the purposes of monitoring Leads delivered or replaying Leads to Advertisers.
4.1.11 it shall ensure that only its authorised persons have access to the Services and that where it provides Content it shall only do so in a format compatible with any technical specifications issued by Property.Works from time to time
4.1.12 it shall not use or distribute any Personal Information or other information provided by Property.Works under this Agreement in competition with the Services provided by Property.Works.
4.2 The Advertiser grants Property.Works a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Agreement. The Advertiser agrees that Property.Works may, but shall not be required to, identify the Advertiser as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.
4.3 Property.Works may:
4.3.1 in its absolute discretion, at any time and without notice to the Advertiser, remove, cause to be removed or decline to display any Content on the Website(s); and
4.3.2 without prejudice to Property.Works's right as set out in 4.3.1 above, require the Content to be amended at any time if Property.Works considers or has reason to believe that the Advertiser is in breach of the Agreement or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise.
4.4 The Advertiser acknowledges and agrees that:
4.4.1 Property.Works shall be under any obligation to monitor or censor the Content that appears on the Website(s) but Property.Works reserves the right for itself to do so;
4.4.2 Property.Works is not responsible for any error or omissions in any Content;
4.4.3 as part of the Services the Advertiser may be provided with access to data including that derived from the content and data provided by Property.Works's Advertisers and other third parties. Property.Works takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by an Advertiser as, comprehensive but an aggregation of the content and data available to Property.Works at the time of provision;
4.4.4 technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website(s). Property.Works makes no representation or warranty that the Website(s), the Services, or the Content will be accessible or available at all times, or that the whole or any part of the Website(s), Services, or the Content will be free from error and while Property.Works will make reasonable endeavours to notify the Advertiser in advance, it may suspend temporarily or alter the operation of the Website(s), or Services without notice to the Advertiser;
4.4.5 it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);
4.4.6 transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which Property.Works shall not be responsible;
4.4.7 Property.Works may limit the number of photographs that may be displayed by the Advertiser to 10 images per property;
4.4.8 where the Services are limited in any way (including but not limited to limits set out in 4.4.7) the Advertiser will make no attempt to exceed such limits;
4.4.9 in providing the Services, and in order to provide information of other Property.Works products and services, Property.Works may, unless otherwise agreed in writing by Property.Works and the Advertiser, contact the Advertiser by electronic means, including e- mail and other electronic media and the Advertiser shall maintain a valid working e-mail address for each of its branch offices and shall immediately notify the Company of any change of e-mail addresses;
4.4.10 it shall for the duration of the Agreement, take reasonable steps to promote the Website(s) to its customers and display any Marketing Materials provided by Property.Works at its premises, provide a link on its website to the Website(s) and include the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, Property.Works grants the Advertiser a non-exclusive licence for the duration of the Agreement to use, display and copy the Logo, Property.Works name and any trade or services marks used by Property.Works and copyright (or other intellectual property rights) contained in the Marketing Material; and
4.4.11 all intellectual property rights in the Services, technology supporting the Services and the Website(s) vest in Property.Works and/or its licensors/sub-contractorss and that the Advertiser has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Agreement.
4.5 Any third party, purporting to act as agent for or on behalf of a prospective Advertiser, agreeing with Property.Works for the provision for Services warrants and represents that it has the full and valid authority of that prospective Advertiser to bind it and to the extent that
(i) that third party exceeds its authority and/or
(ii) the prospective Advertiser refuses to such pay any Fees or charges that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.
4.6 The Advertiser shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Advertiser's use of the Services unless expressly agree in writing by Property.Works.
5.1 Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Advertiser in accordance with these Advertiser Terms and Conditions.
5.2 Property.Works shall invoice the Advertiser monthly in arrears for Services on or around the 1st day of each month and the invoice is payable immediately . The Advertiser shall pay the Fees to Property.Works by direct debit, debit card or credit card (or by such other method as may be agreed in writing by Property.Works) on the due date and the Advertiser hereby authorises Property.Works to collect the payment on the due date.
5.3 If the Advertiser fails to pay any amount due to Property.Works by the due date for payment then:
5.3.1 Property.Works reserves the right to charge interest on any outstanding amounts at the rate of 4% per annum above HSBC Bank Plc's base lending rate in force from time to time or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
5.3.2 without prejudice to any other right or remedy available to Property.Works, Property.Works shall be entitled to terminate the Agreement or suspend provision of the Services (in accordance with clause 8.3 or 8.4. respectively), remove any reference or prevent access to the Content submitted to the Website(s) without notice to the Advertiser and until payment of all outstanding Fees is made in full.
5.4 Property.Works reserves the right to charge the Advertiser its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
5.5 Property.Works reserves the right to require the Advertiser to pay a deposit before making the Services available to the Advertiser. If a deposit is required, it shall be repaid by Property.Works to the Advertiser on termination of the Agreement, subject to Property.Works being permitted to offset any amounts due from the Advertiser under the Agreement against any such deposit repayment.
5.6 Property.Works reserves the right to charge a monthly administration fee of £5 plus VAT on any account where payments are not made by direct debit, debit card or credit card.
5.7 Property.Works reserves the right to charge Advertisers an administration fee of £100 plus VAT per branch (in the case of an Agent) if having terminated one Agreement with Property.Works they wish to enter into another Agreement with Property.Works within 12 months of the termination.
5.8 Property.Works does not guarantee the quality or quantity of Leads it provides to its Advertisers. No refunds or credits will be given by Property.Works for failure to provide a certain number of Leads.
5.9 Without prejudice to the generality of clause 2.3, Property.Works reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Advertiser. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
6.1 All warranties, conditions, representations or other terms implied by statute or common law in relation to the Website(s) and any Services provided to the Advertiser by Property.Works are excluded to the fullest extent permitted by law.
6.2 Property.Works shall not be liable to the Advertiser under or in connection with the Agreement for any loss of business, Agreements, profits, anticipated profits, savings or data, or for damage to hardware and software, or for any indirect, special or consequential loss or damage whatsoever.
6.3 EXCEPT AS PROVIDED IN CLAUSE 6.4, THE TOTAL LIABILITY OF PROPERTY.WORKS TO THE ADVERTISER FOR LOSS OR DAMAGE UNDER OR IN CONNECTION WITH THE AGREEMENT (INCLUDING ANY LIABILITY FOR NEGLIGENCE ON THE PART OF ITSELF, ITS DIRECTORS, EMPLOYEES, AGENTS OR ASSIGNS) SHALL NOT EXCEED THE AGGREGATE AMOUNT OF FEES (EXCLUSIVE OF VAT) PAID BY THE ADVERTISER IN THE THREE MONTHS IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ADVERTISER INCURRED THE LOSS OR DAMAGE OCCASIONING SUCH LIABILITY TO PROPERTY.WORKS.
6.4 Nothing in the Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of Property.Works for fraud or any other liability that cannot be excluded or limited by law.
6.5 Property.Works shall not be liable for any liability caused by the Advertiser's breach of the Agreement;
6.6 Property.Works shall not be liable to the Advertiser for any liability of whatsoever nature incurred as a result of the Advertiser using, altering or manipulating any data provided by Property.Works or changing the manner in which such data is represented.
6.7 The Advertiser accepts full liability for and shall indemnify Property.Works on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by Property.Works in relation to any third party claim arising from the Content or misuse by the Advertiser of the Services except to the extent that the foregoing results directly from the negligence of Property.Works.
6.8 The Advertiser agrees that this Clause 6 is fair and reasonable.
Property.Works and the Advertiser agree to keep any and all Confidential Information that is obtained about the other strictly confidential. "Confidential Information" means any information or matter concerning the business, finances, technology or affairs of the other party which is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Agreement.
8.1 Each Agreement shall continue until terminated in accordance with these Advertiser Terms and Conditions.
8.2 Subject to clause 8.7, Property.Works or the Advertiser shall be entitled to terminate the Agreement at will:
8.2.1 where no Initial Term is specified in the Order Form, on at least 60 calendar days written notice, to the other party such notice to expire at the end of a calendar month; and
8.2.2 where an Initial Term is specified in the Order Form, on at least 60 calendar days written notice (to expire at the end of a calendar month falling not before the expiry of the Initial Term).
8.3 Either party may terminate the Agreement immediately upon written notice to the other party if the other party:
8.3.1 commits any material or persistent breach of the Agreement and, in the case of breaches capable of remedy, that other party fails to remedy the same within 14 calendar days of receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
8.3.2 ceases to carry on its business or shall have a liquidator, receiver or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administrative order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors or is unable to pay its debts as they fall due; or
8.3.3 if the other party is subject to a Force Majeure Event that continues for longer than one month.
8.4 Without limiting any other rights contained in these Advertiser Terms and Conditions, Property.Works may immediately, suspend provision of the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Advertiser breaches the Agreement and fails to rectify that breach immediately upon receipt of notice requiring rectification.
8.5 On termination of the Agreement for whatever reason:
8.5.1 all Fees and any other sums due from the Advertiser to Property.Works (or any Group Companies) shall immediately become payable and the Advertiser shall immediately pay Property.Works such sums in full;
8.5.2 the licences referred to in clause 4.4.10 shall immediately terminate; and
8.5.3 the Advertiser shall immediately cease using the Services and permanently delete any access passwords for the Services.
8.6 Termination or suspension shall not affect the accrued rights or liabilities of Property.Works or the Advertiser nor, in the case of termination, any provision of the Agreement which is expressed as surviving the Agreement or which is required to survive the Agreement to give effect thereto.
9.1 Neither Property.Works nor the Advertiser shall be liable for any delay or non-performance under the Agreement caused by a Force Majeure Event provided that the party affected gives prompt notice in writing to the other party of such event and uses reasonable endeavours to continue to perform its obligations under the Agreement.
10.1 The Advertiser, and subject to clause 10.2 Property.Works, shall comply with the DPA in relation to use of Personal Data obtained from users of the Website(s) and shall take appropriate technical, organisational and security measures to prevent loss or unauthorised access or use of Personal Data.
10.2 The Advertiser warrants and represents that, to the extent that it provides Property.Works directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual's consent to
(i) process, use and store that Personal Data for the purpose of providing of the Services and
(ii) transmit that Personal Data to Property.Works and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.
11.1 Nothing in these Advertiser Terms and Conditions shall be deemed to create an exclusive arrangement between the Advertiser and Property.Works nor any agency, partnership or joint venture between the parties.
11.2 The Advertiser may not assign, transfer or dispose of the benefit or burden of the Agreement without the prior written consent of Property.Works.
11.3 If any provision of the Agreement shall be held to be illegal, void, invalid or unenforceable the legality, validity and enforceability of the remainder of the Agreement shall not be affected.
11.4 No failure or delay by Property.Works or the Advertiser in exercising any of its rights or remedies under the Agreement shall operate as a waiver of those rights or remedies. No waiver of any breach of the Agreement shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Agreement shall be deemed to be a waiver of any subsequent or other breach of the Agreement.
11.5 Any notice required or permitted to be given by either party to the other under the Agreement shall be in writing and addressed to that other party at its registered office or principal place of business, faxed to its facsimile number set out on the Order Form or nominated email address set out on the Order Form . Any notice or document shall be deemed to have been served
(i) if delivered, at the time of delivery,
(ii) if posted, two Working Days after it was put into the post, or
(iii) if sent by facsimile or e-mail at the time of despatch.
In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first class letter or that the facsimile or e-mail message was properly addressed and despatched as the case may be.
11.6 No person other than the parties to the Agreement and Advertisers of Property.Works have any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This does not affect any right or remedy of any third party that exists or is available apart from that Act.
11.7 The Agreement shall be governed by and construed in accordance with English law and Property.Works and the Advertiser submit to the exclusive jurisdiction of the English courts.
These Advertiser Terms and Conditions were last updated on 12 November 2015.