1.2 We reserve the right to update these Terms from time to time at our discretion. We may do so for technical or legal reasons, or because the needs of our business have changed. We shall notify you of any changes we make to the Terms if you have an account on the Site. You agree that if you do not accept any amendment to our Terms then you shall immediately stop accessing and/or using the Site. Updated Terms will be effective as soon as they are accessible.
1.4 The Site is an online marketplace where landlords and homeowners can find and engage estate agents to sell, rent or manage properties. We do not provide estate agents services ourselves, nor do we act as principal in any transaction, nor as agent for either party. We are an intermediary platform, and we are not bound by any contract that may arise at any time between our homeowners/landlords and our estate agents.
1.5 The Site may be used only by individuals and organisations resident in the United Kingdom who wish to procure or provide services in the United Kingdom. You should not use the Site if you do not meet this requirement.
2. Definitions & Interpretation
2.1 In these Terms, words defined in Condition 1 shall have the same meaning when used throughout these Terms. In addition, the following words have the following meanings:
Client: a homeowner or landlord who registers on the Site in order to find an Estate Agent;
Commission: the sum to be paid to Propertalis calculated as set out here [link] and for the avoidance of doubt, we reserve the right to change the calculation of the Commission due at our sole discretion and on notice;
Estate Agent: any organisation that registers on the Site seeking to provide their Estate Agent Services;
Estate Agent Services: the services, including selling, renting and/or managing a property, offered and/or agreed to be provided by an Estate Agent;
Estate Agent Terms: the written terms and conditions between the Estate Agent and the Client relating to the Estate Agent Services;
Fees: the fees due from the Client in consideration of the Estate Agent Services;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Property: any property, whether commercial or residential, that is referenced on the Site or that is the subject of the Estate Agent Services;
Site Content: all materials on the Site, including all information, data, text, images, recordings and software but excluding any User Content;
Terms: these terms and conditions;
User Content: any content posted on the Site by any user of the Site, including profile information, communications, reviews and/or feedback; and
You, user: any user of the Site, including an Estate Agent and a Client.
2.2 Words in the singular include the plural and in the plural include the singular.
2.3 Headings shall not affect the interpretation of these Terms.
2.4 References to Conditions are, unless otherwise provided, references to the conditions of these Terms.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party’s other rights and remedies.
2.6 Any phrase introduced by the words ‘including’ shall be construed as illustrative and shall not limit the generality of the related words.
3. Registration and Use
- If you wish to use this Site as an Estate Agent or a Client, you need to register an account. To register an account you need to be 18 years or older, resident in the UK and capable of entering into a legally binding agreement. If you represent a company or other organisation, you agree that you have the authority to bind that company or other organisation to these Terms.
- Whether you are a Client or Estate Agent, when you register you will create a user identification and password. You are responsible for keeping your password confidential. You may not allow any third party to access your account without our prior written consent. You are responsible for any activity under your account. Please take precautions to protect your password and contact us immediately by email at firstname.lastname@example.org. if you believe there has been any unauthorised use of your account.
- You shall keep all of your Propertalis account information current, accurate and complete.
3.4 When you use the Site you must comply with all applicable laws. In particular, but without limitation, you agree not to:
(a) try to gain unauthorised access to the Site or any networks, servers or computer systems connected to the Site;
(b) harvest or otherwise collect non-public information about another user obtained through the Site (including email addresses), without the prior written consent of the holder of the appropriate rights to such information;
(c) add another user to your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes;
(d) transmit spam, chain letters or other unsolicited emails; and/or
(e) reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble all or part of the Site save to the extent expressly permitted by law not capable of lawful exclusion.
3.5 If you believe that any content on the Site infringes your IP Rights, please contact us at email@example.com with details of your IP Rights and your ownership of such IP Rights together with details of where on the Site we can find the allegedly infringing content.
- User Content
4.1 There are a number of opportunities to post User Content on the Site. If you do so, you warrant and represent that your User Content shall not:
- be deliberately dishonest, incomplete, misleading or false;
- promote fraudulent, obscene or illegal activities; promote violence or hatred; be discriminatory of any group of people; or be obscene, offensive, hateful or inflammatory;
- include any IP Rights that do not belong to you unless you have the written consent of the owner of such IP Rights;
- include any personal insults or attacks including deliberately flaming other users in a manner that might incite or perpetuate a conflict or argument; and/or
- encourage or otherwise deliberately or recklessly involve any breaches of applicable laws, regulations, industry codes of practice and/or guidelines.
- The IP Rights in any User Content belong to the user that posted the User Content. But, each user grants to Propertalis the perpetual right to use, edit, reproduce, distribute and publish and reproduce the User Content on the Site and also, more generally within publicity for the Site and our business (except that we shall not use any personal information for this purpose).
- You must ensure that you are able to grant us the above licence for any content owned by a third party that you include in your User Content.
- We have the right to monitor any User Content and to reject, refuse or delete any User Content at our sole discretion.
5. Estate Agent
5.1 We shall consider your registration, and if we accept you as a Estate Agent you may create a profile including details of your Estate Agents Services on the Site. You warrant and represent that all User Content you upload to the Site under this Condition 5.1 and any other interactions you may have on the Site shall comply with Condition 6.
5.2 You acknowledge and agree that your profile may be viewed by other users of the Site without restriction.
5.3 As an Estate Agent, you warrant and represent that:
(a) you are suitably qualified and experienced for the Estate Agent Services that you provide;
(b) you will provide the Estate Agent Services in accordance with all applicable laws and regulations and with best industry practice;
(c) you shall make available on the Site and otherwise on request your Estate Agent Terms; and
(d) you will not provide to a Client as part of the Estate Agent Service advice or recommendations on financial matters, other investments, legal, accounting or financial planning.
5.4 The Estate Agent shall be entitled to determine its Fees, and shall ensure that it makes its Fees clear to the Client before agreeing the Estate Agent Terms in respect of any Property.
5.5 Estate Agents shall treat all personal data and other information relating to a Client as confidential and keep all such information secure, and not share such personal data with any third party, or use such data for any purpose except to contact the Client on the Site, unless the Client engages the Estate Agent to provide Estate Agents Services. Estate Agents shall comply with all data protection legislation in processing a Client’s personal data.
5.7 Estate Agents agree that Propertalis shall be entitled to reproduce and use the Estate Agent’s name and associated logos within publicity for Propertalis.
5.8 We encourage all Estate Agents to leave a review for a Client they have provided Estate Agents Services to through on the Site. All such reviews must comply with Condition 6 and [the Propertalis policy], be honest and reflect their genuinely held views.
6.1 We shall consider your registration, and if we accept you as a Client, you shall be entitled to upload Properties to the Site and if you do so, to search for and interact with to engage with Estate Agents in relation to your Properties.
6.2 You warrant and represent that in relation to your Properties that:
- you have the right to engage an Estate Agent to provide the Estate Agent Services for each Property. You shall immediately provide documentary evidence of compliance with this Condition 6.2 at our request; and
- you will disclose all information relating to the Properties that the Estate Agent requests fully, accurately and promptly.
6.3 We encourage all Clients to leave a review for an Estate Agent they have used on the Site. All such reviews must comply with Condition 6 and [the Propertalis policy], be honest and reflect their genuinely held views.
7. Relationship between Estate Agents and Clients
7.1. Estate Agents must bring to the attention of the Client the Estate Agent Terms before any engagement. The Estate Agent Terms must be consistent with these Terms and comply with all applicable laws and regulations, including consumer laws, data protection laws and property laws. Clients should carefully review Estate Agent Terms before engaging an Estate Agent. Clients and Estate Agents each agree that Propertalis is not a party to and is not responsible for policing or enforcing any part of the Estate Agent Terms.
7.2 Estate Agents agree that they are directly responsible to Clients for the Estate Agent Services they provide and if they have agreed that a specific individual will provide the Services, they may not substitute that individual for anyone else without the Client’s consent.
7.3 Estate Agents and Clients each agree to keep confidential and only use in relation to the Estate Agent Services any information disclosed by the other party including its finances, plans, proposals and management provided such information is marked as confidential or manifestly by its nature is confidential. However, this obligation shall not apply to any information that:
(a) was publicly known and made generally available in the public domain prior to the time of such disclosure;
(b) becomes publicly known and made generally available after such disclosure through no breach of any contractual obligation;
(c) is already known by or legally in the possession of the receiving party at the time of such disclosure; and/or
(d) is lawfully disclosed by a third party, without any obligation of confidentiality.
Estate Agents and Clients should immediately return or delete from their systems (to the extent commercially practical) any confidential information belonging to the other party at the request of the other party without keeping any copies.
7.4 Estate Agents and Clients shall act with the utmost professionalism and courtesy in dealings and interactions both within and outside of the Site.
7.5 We will collect feedback from Clients and Estate Agents about each other. We shall use such feedback to monitor and improve our Site and our services.
8. Disclaimer – Your attention is particularly drawn to this Condition
8.1 We make the Site available to Estate Agents and Clients with reasonable skill and care. However, by using the Site, you agree that we do not:
(a) recommend or endorse an Estate Agent or their Estate Agent Services;
(b) warrant that a Client will comply with the Estate Agent Terms, including by paying the Fee due;
(c) actively monitor any User Content.
8.2 Accordingly, Propertalis is not responsible or liable for any act or omission of an Estate Agent or a Client (or their subcontractors or representatives), including any failure to comply with the Estate Agent Terms, breach of these Terms and/or failure to pay the Fee when due.
8.3 To the extent permitted by law, use of the Site is solely at your own risk. The content and services provided on the Site are provided on an “as is” and “as available” basis. To the extent permitted by law we disclaim any and all warranties of any kind, express or implied. We do not warrant that the Site, or any part of the Site will be available or error-free manner or that errors or defects will be corrected.
8.4 We will use reasonable endeavours to maintain and make the Site available at all times. However, there may be occasions when access may be interrupted, including for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We shall use reasonable endeavours to schedule maintenance or upgrades outside of normal working hours. You agree that we have no liability to you for such interruptions whatsoever.
8.5 For the avoidance of doubt, we shall also not be liable if you are unable to access the Site for any reason within your control, including your failure to use appropriate equipment or insufficient bandwidth.
8.6 Subject to Condition 8.8, we shall in no circumstances be liable to any user whether in contract, tort (including negligence) or otherwise for any:
(a) loss of profit, anticipated profits or business;
(b) loss of data;
(c) loss of opportunity;
(d) loss of revenue or wasted expenditure;
(e) loss of goodwill or reputation; and/or
(f) consequential, special or incidental loss or damage (whether or not advised of the possibility of the same).
The provisions of this Condition 8.6 are severable.
8.7 Subject to Condition 8.8, we shall only be liable to you for damages that are reasonably foreseeable as a result of our breach of these Terms or our negligence, and in any event to an amount not exceeding the Commission we have earned from your engagement on the Site in the previous 12 months.
8.8 Nothing in these Terms shall be construed as excluding or limiting our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded by English law.
You shall indemnify and keep indemnified and held harmless Propertalis, its directors, agents, representatives and assigns from and against any costs, claims, losses, damages, expenses and liabilities that Propertalis may suffer or incur arising as a result of any claim received by Propertalis in relation to your acts or omissions, including:
9.1 any act or omission (including negligent acts or omissions) of the Estate Agent or Client in the performance or purported performance of any Estate Agent Services;
9.2 any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you;
9.3 breach of these Terms; and
9.4 your User Content.
This indemnity will survive termination of these Conditions.
10. Fees and Commission
10.2 If you are an Estate Agent, you authorise Propertalis to receive the Fee from or on behalf of the Client as your agent. We shall notify you when we have received an instalment of the Fee and you may then invoice Propertalis for the Fee, less our Commission. We shall pay all undisputed invoices within 30 days of receipt. The Supplier is responsible for all taxes due and payable in respect of all sums received from Propertalis under these Terms.
10.3 If you are a Client, you agree to pay or procure that the Fee is paid to Propertalis as the Estate Agent’s agent.
10.4 The Client understands and acknowledges that prompt payment of the Fee is critical to ensure the timely and smooth provision of the Propertalis business and is therefore a material term of these Terms. Where invoices issued by Propertalis are not paid by the due date, Propertalis may charge interest and claim costs under the Late Payment of Commercial Debts (Interest) 1998.
10.5 For the avoidance of doubt, even though Propertalis receives payment of the Fee, each Client agrees that the Client is entering into a contract with the Estate Agent, and not with Propertalis for the provision of the Estate Agent Services.
10.6 The Commission is subject to the applicable VAT rates.
10.7 Propertalis shall be entitled to amend the calculation of the Commission it charges Estate Agent on written notice.
11.1 The parties shall not contact each other except through the Site in relation to the Services until the Estate Agent Terms are agreed.
11.2 For the avoidance of doubt, the Estate Agent shall not request direct payment of any sums from the Client and Client shall not pay any sums directly to an Estate Agent. If an Estate Agent does request direct payment from a Client or a Client does offer to pay an Estate Agent directly, the Client or the Estate Agent as the case may be shall promptly notify Propertalis immediately. For the avoidance of doubt, where the Client does not pay the Fee itself under the Estate Agent Terms, the Client shall procure that the party paying the Fee complies with the provisions of this Condition 11.
11.3 Unless otherwise agreed with Propertalis, for 12 months following the agreement of the Estate Agent Terms, if the Client instructs the same Estate Agent to carry out Estate Agent Services, the Client shall notify Propertalis accordingly and the Commission shall continue to be due. Propertalis shall on reasonable notice to the Client be entitled to audit all payment records relating to a Estate Agent that has first contacted the Client through the Site to ensure full and accurate disclosure and payment of all Commission due to Propertalis. This audit right shall continue in place for 12 months following termination of the Estate Agent’s participation on the Site. If following the audit, there is found to be an underpayment of Commission, the Estate Agent shall promptly pay to Propertalis all sums due, together with the costs of the audit and enforcement of this Condition 11.3.
11.4 Any breach of Condition 11 shall constitute a material breach of these Terms, and Propertalis shall be entitled to suspend or terminate a user’s account and claim appropriate damages in respect of any loss suffered as a result.
12. Termination or Suspension
12.1 We reserve the right to suspend or terminate the account of an Estate Agent or a Customer at any time and without liability, if:
(a) any information that you provide to us is not true or we cannot verify or authenticate any such information;
(b) you are, or we suspect that you are, in breach of these Terms;
(c) you are a Client and you fail to pay any instalment of the Fee when due;
(c) you are convicted of a criminal offence or act in any way that may bring Propertalis into disrepute;
(e) we receive complaints or disputes are raised in relation to your activities.
12.2 Following termination by us of your Propertalis account you must cease to use the Site, and in particular, you must not re-register on on the Site under any other name.
12.3 You may contact us at any time to terminate all or part of your Propertalis account or you can do so through your Propertalis account.
12.4 Any obligation to pay Fees and Commissions due shall continue notwithstanding any termination or suspension whatsoever of your access to the Site.
13. User Disputes
13.1 If you have a dispute with another user, you should review the Estate Agent Terms to see if they set out how a dispute must be managed.
13.2 We strongly encourage users to manage and negotiate their disputes directly.
14.1 These Terms, (as amended from time to time) and all documents incorporated by reference constitute the entire agreement relating to your use of the Site.
14.2 If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties and all other provisions shall remain in full force and effect.
14.3 Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
14.4 We may assign or otherwise transfer our rights and obligations in terms of these Terms to third parties.
14.5 These Terms shall be governed by and construed in accordance with English law and you agree to submit to the exclusive jurisdiction of the English Courts. However, we would ask that you contact us first in the event of a dispute and we shall use all reasonable endeavours to resolve it amicably.
Last updated February 2019