THE MODERN BUILDER LIMITED is a company incorporated in England and Wales with company number 15098660 whose registered office is 81 King Street c/o Accounts and Legal, Manchester, England, M2 4AH and references to “we”, “us”, and “our” in these terms and conditions of Service should be read as references to The Modern Builder Limited.

We have developed an online marketplace for self-builders which helps to connect the relevant parties, assist with the design and the cost estimate of any self-built home, which is all available through our website www.themodernbuilder.co.uk or related mobile applications (collectively referred to as our “Service”). The Service is an online marketplace to help to ease the process of the procurement of a self-built home.

The Service is not intended in itself to be used to directly contract to buy or sell land on which to build. The Service also cannot be used to contract to build on any land or pursue any claims as this will be under a separate contract between the relevant parties. We will not enter into a contract with you or any third party in relation to the purchase or sale of any land, goods, off-line services or other materials.

These terms and conditions of Service including any supplementary sheet/s or addendum form the agreement between us and set out the conditions on which we will provide our Service. You are the persons accessing and using the Services, and references to “you” or “your” in these terms and conditions of Service should be read accordingly.

if there is any conflict or inconsistency between these terms and conditions of Service, any Registration process, and any supplemental sheet/s or addendum added by variation by the parties, then the following order of priority shall apply:

1. the Registration Process;
2. any supplemental sheet/s or addendum added by variation by the parties;
3. these terms and conditions of Service.

These terms and conditions are the only terms and conditions that apply to the agreement. You cannot try to impose or incorporate any other terms and conditions, or any terms which are implied by law, trade custom, practice or course of dealing.

These terms and conditions apply to both consumers and businesses. You are a business if you use the Service wholly or mainly for use in connection with your trade, business, craft or profession, even if you are an individual. Some of these terms and conditions only apply to consumers or to businesses. Where a term applies just to consumers or just to businesses this is clearly stated. Nothing in these terms and conditions is intended to limit or reduce your mandatory rights and remedies at law as a consumer (including under the Consumer Rights Act 2015) which shall continue to apply.

You will be asked to accept these terms and conditions and the agreement that will form between us when you tick the relevant box to agree to these terms and conditions and sign up to our website. Your continued use of our website or agreement to any commercial terms with us, will be deemed to be acceptance of these terms and conditions. If you do not accept these terms and conditions, you must immediately stop using our website.

It is agreed as follows:

• Definitions and Interpretation
  • The following definitions shall apply to these terms and conditions:
• "Account" means the online account allocated to you by us to access information and functionality related to the Services.
• “agreement” has the meaning given in the third paragraph of these terms and conditions.
• “Authorised Users” means either: (i) you, if you are a consumer; or (ii) if you are a business only those employees, agents and/ or independent contractors of the relevant company (not including any other related companies) being located in the UK, who are authorised by The Modern Builder to use the Services and the Documentation.
• “Availability” means the state of the Service when you are able to access and utilise all functions of the Service without hindrance or fault in accordance with the terms of this agreement.
• “Business Day” means a day that is not a Saturday, Sunday or public holiday in England when banks in England are open for business.
• “Business Hours" means 9.00 am to 5.30 pm local UK time, each Business Day.
• "Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 1.
• "Content" means any information and data you provide to us to list through the Services (including any Data).
• "Cybersecurity Requirements" means any English laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards and sanctions, which are applicable to either you or an Authorised User (but not to us) relating to security of network and information systems and security breach and Incident reporting requirements, (all as amended or updated from time to time).
• "Data" means the data inputted into our platform or software apps by you, any Authorised Users, or by us on your behalf for the purpose of using the Service or facilitating your use of the Service; provided that this does not include any feedback, ideas or suggestions provided by you to us relating to the Service or Documentation.
• “Data Protection Laws” means any applicable law relating to the processing, privacy and use of Personal Data, as applicable to either party or the Services, in the UK, including:
  • the Data Protection Act 2018;
  • the UK GDPR which has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;
  • the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications);
  • any guidance and codes of practice issued by the Information Commissioner Office or other relevant regulatory UK authority which is applicable to a party;
  • any other applicable law or regulation relating to the processing, privacy and/or use of personal data; and
  • any laws which implement any such laws.
• "Documentation" means all data, documents, and information that is prepared, written, made accessible (whether or not on our website or in any of our marketing materials or social media channels), provided or developed by us or our licensors in connection with the Service.
• "Effective Date" means the date on which we inform you in writing that you may access the Service.
• “GDPR” means the UK General Data Protection Regulation, as it forms part of domestic law in the United Kingdom, see ‘Data Protection Laws’.
• “Incident” means any Vulnerability, Virus or security incident which (i) may affect the Services; (ii) may affect our network and information systems, and which could potentially affect you or the Services; or (iii) is reported to us by you.

“Permitted Purpose” means as defined in clause 9.3.

"Registration Application" means the forms we require you to complete during the Registration Process.

"Registration Process" means the process we require you to undertake so we can register you as a recipient of the Services.

“Representatives” means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and professional advisers.

• "Service" means the service provided by us to you under the agreement and Documentation as notified to you by us from time to time or set out on our website. If we provide any other services to you which is set out in in the agreement or which you agree with us in writing these will also be considered to be Services.
• "Software" means the online software applications on our platform, including the visual interfaces, graphics, design, compilation, information, data computer code (including source code or object code) provided by us or our third party licensors as part of the Service.
• “Usage Data” means such data or information we may collect about you relating to your installation, access or use of the Software, Software features and functionality, Service apps and other services that we may provide from time to time.
• "Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices, and the term Viruses shall be interpreted accordingly.
• "Vulnerability" means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or Availability, and the term Vulnerabilities shall be interpreted accordingly.
  • The headings are for convenience only and do not affect the construction or interpretation of this agreement.
  • The term "person" includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • A reference to a party includes its personal representatives, successors, or permitted assigns.
  • Singular terms include the plural and vice versa, and terms indicating a particular gender include all genders and the neutral.
  • A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
  • The terms "including," "include," "in particular," or any similar expression are illustrative and do not limit the sense of the words preceding or following them.
  • A reference to "writing" or "written" includes electronic form and similar means of communication (except under clause 14).
• Accounts
  • We shall allocate to you the Account for optimised use of the Services. The Account may also allow you to access Documentation. You may access the Account only with a device that is compatible with the Services (including any security features that are part of the Services).
  • For us to allocate to you access to the Account, you shall provide such information as we may require from time to time. Once you have access to your Account, you may update your contact details by accessing your Account, using the Service.
  • You agree to notify us immediately of any changes which are relevant to your Account by informing us through the Services where possible or please contact us by emailing info@themodernbuilder.co.uk.
  • Without prejudice to any other right or remedy which we may have, if we reasonably believe that you have failed to comply in any way with, any of the terms of this agreement, we may exercise any one or more of the following remedies at our absolute discretion:
    1. rescind this agreement (in whole or in part);
    2. remove any and all Content; and/or
    3. close your Account.
  • We give you a right to allow the Authorised Users to use the Service, Account and Documentation solely for your personal use (if you are a consumer) or for your internal business operations (if you are a business).
  • You may only use the Service and Documentation if you comply with these terms and conditions and, where appropriate, if you pay us the agreed sum.
  • You may not transfer your right to use the Service to anyone else and you agree that the right is non-exclusive (i.e. we may allow other people to use the Service). If you are a business, you may grant sub-licences to Authorised Users.
  • In relation to the Authorised Users, you agree that:
    1. the Authorised Users shall be either limited to you, or to people within your own entity (and not within your wider group of companies) or sub-contractors that you have authorised to use the Service and Documentation or they will be authorised third party users under your control;
    2. each Authorised User shall keep a secure password for their use of the Service and Documentation, that such password shall be changed at times as we may determine from time to time. and that each Authorised User shall keep their password confidential.
  • The following terms will also apply to you if you are a business:
    1. you shall maintain a written, up to date list of current Authorised Users and provide such list to us within five (5) Business Days of our written request at any times;
    2. you shall permit us to audit the Service within Business Hours in order to establish the name and password of each Authorised User and your Personal Data processing facilities to audit compliance with the agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with your usual conduct of business; and
    3. if any of the audits referred to in clause 9 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual or we may charge you and you shall pay the appropriate fee.
  • You shall not access, store, distribute or transmit any Viruses, or any material during your use of the Service that:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. depicts sexually explicit images;
    4. promotes unlawful violence;
    5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    6. is otherwise illegal or causes damage or injury to any person or property;

and we may, if you breach this clause, disable your access to the Service and/or your Account, and/or to any material that breaches the provisions of this clause and/or take any other action which is allowed under this agreement or any law.

• You shall not:
  1. except as may be allowed by any applicable law or expressly allowed by us under the agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or Documentation; or
  3. use the Service and/or Documentation to provide services to third parties; except where you are a business, and you are using the Services to design and cost a property for you clients; or
  4. subject to clause 11c) and 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party except the Authorised Users, or
  5. attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation; or
  6. introduce or permit the introduction of any Virus or Vulnerability into our network and information systems.
• You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation. If unauthorised access to the Service or the Documentation occurs you will tell us as soon as you become aware of it.
• The rights provided under this clause 2, are granted to you only. If you are a business the rights in this clause 2 shall not be considered granted to any subsidiary or holding company of yours.

• Service and Content
  • It is your responsibility to ensure that you provide us with the information required to enable us to properly provide the Services, including Content. We shall not be responsible or have any liability for any failure to provide the Services to the extent caused by your failure to properly ensure the provision of the relevant information to us.
  • We reserve the right to prevent or restrict you using the Services.
  • We shall provide the Service to you and make the Documentation available to you on, and subject to, the terms of the agreement. Sometimes we may develop or offer new services and if we do this any new service will be made available to you subject to these terms and conditions and will become part of the “Service”.
  • We shall try to make the Service available 24 hours a day, seven days a week but sometimes the Service will not be available, for example, because we need to perform maintenance, because a critical security breach has occurred or because we need to perform a software or hardware update. We will try and give you notice of when the Service will not be available but sometimes this won’t be possible. We will not pay for any compensation or refund any sums you may have paid to us because the Service is not available.
  • If you have any problems when using our website, please contact us at info@themodernbuilder.co.uk.
  • We reserve the right and have absolute discretion, but not an obligation, to remove, screen or edit any Content that you provide to us to list through the Services that breaches this agreement or is otherwise objectionable. Without prejudice to any other provision of this agreement, we reserve the right to refuse to list Content or to immediately remove any such listed Content.
  • You shall ensure that all Content and other information, including any images, you provide to us is of at least the same quality, completeness and accuracy as the highest quality and most complete and accurate content and other information displayed or used by you on any media.
  • You must maintain and update information and Content provided by you to us as applicable. You shall audit the information you provide to us that is listed on a regular basis to ensure ongoing compliance with this agreement.
• Data protection

We will process your personal data in accordance with all applicable Data Protection Laws and as set out in our Privacy Policy. Our Privacy Policy is available on our website and can be accessed at [LINK TO PRIVACY POLICY].

• Third party websites
  • Sometimes our website will include a link to a third party website.
  • If you, or your Authorised Users access the third party website, correspond with the third party or buy any products or services from the third party then we will not be responsible for any consequences or costs which you incur as a result (including if you buy anything or enter a contract with any third party).
  • We recommend that you (or any Authorised User) read the third party's website terms and conditions and privacy policy prior to using the relevant third-party website.
  • We do not endorse or approve any third-party website or the content of any third-party website which you may access when you use our Service.
• Our obligations
  • We will perform the Service with reasonable skill and care, and we will try to make sure that the Service performs as set out in the Documentation (although sometimes, despite our efforts, this will not be possible).
  • If the Service does not perform as set out in the Documentation, we will try to correct the fault quickly, or we will try to give you an alternative way to achieve what you are trying to do. If you are a business, the remedy in this clause is your sole and exclusive remedy for any breach of clause 1.
  • Clause 1 will not apply if you use the Service in a way which we have not authorised, for a purpose other than what we say the Service should be used for, or if you have tried to modify or alter the Service where we have not approved the modification or alternation in writing.
  • We:
    1. do not promise, accept any liability (to the fullest extent permitted by applicable law) or otherwise commit that:
       • your use of the Service will be uninterrupted or error-free;
       • that the Service, Documentation and/or the information obtained by you through the Service will meet your individual requirements;
       • that the Service will enable you to buy or sell any land, products or services;
       • that the Service will help you to obtain planning permission (or that any planning permission you obtain will be satisfactory and not be subject to conditions);
       • the Software or the Service will be free from Vulnerabilities or Viruses; or
       • the Software, Documentation or Service will comply with any Cybersecurity Requirements;
    2. are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
  • This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to the Service provided under this agreement.
  • We warrant that, so far as we are aware, we have and shall maintain all necessary licences for the performance of our obligations under this agreement.
  • We shall follow our archiving procedures for Data, further information about which is available upon request. If any Data is lost or damaged, we will try to restore it from the latest back-up of such Data maintained by us, but we cannot guarantee that we will be able to do this. If you are a business customer, this will be your sole and exclusive remedy against us for any loss of or damage to Data.
  • We shall not be responsible for any loss, destruction, alteration, or disclosure of Data caused by any third party (except those third parties sub-contracted by us to perform services related to Data maintenance and back-up).
• Your obligations
  • You agree that you, or any third party contractor engaged by you, are responsible for:
    1. carrying out any and all site investigations needed at the development site;
    2. the cost and carrying out of all ground works at the development site;
    3. compliance of the building with all legislation (including health and safety) and building regulations;
    4. provision and installation of utilities to the site;
    5. compliance with planning approval conditions; and
    6. making full use of the project delivery framework and record all project data and documentation provided through the Services.
  • You shall:
    1. ensure that the information submitted to us during the Registration Process is complete and accurate;
    2. provide us with: (i) all necessary Content; (ii) all necessary co-operation in relation to this agreement; and (iii) all necessary access to such information as may be required by us, in order to provide the Service, including but not limited to Data, security access information and configuration services;
    3. you will also comply with all applicable laws and regulations with respect to your activities under this agreement (this is in addition to complying with your other obligations under this agreement) (including in connection with the provision of any Content);
    4. carry out all other responsibilities set out under this agreement which are your responsibilities quickly and efficiently and if we have asked you for any Content, information or assistance and you do not give this to us when we ask for it, it may mean that we cannot do what we have agreed to do by the date or time agreed;
    5. ensure that the Authorised Users use the Service and Documentation only as set out in these terms and conditions and you shall be responsible for any Authorised User's breach of this agreement including responsibility for any loss, destruction, alteration, or disclosure of Data caused by any third party;
    6. obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and our agents to perform their obligations under or in connection with this agreement (including to provide the Service);
    7. ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
    8. be responsible for putting in place, maintaining and securing your network connections and telecommunications links from your systems to ours (which may include the data centres where we host the Service from time to time) except where otherwise agreed us or where we are required by law to put network connections in place. We will not be responsible for any problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
  • You shall own all right, title and interest in and to all of the Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data.
• Proprietary rights
  • You acknowledge and agree that we and our licensors own all intellectual property rights in:
    1. the Service;
    2. the Documentation;
    3. all derivative works, improvements or modifications relating to the Services and/or the Documentation; and
    4. all feedback, suggestions or ideas provided by you relating to the Service during the course of your business relationship with us.
  • Except as set out in these terms and conditions, we do not give you (or if you are a business, any of your sub-licensees) any rights to, under or in, any intellectual property rights (whether registered or unregistered), or any other rights or licences in respect of the Service or Documentation.
  • We confirm that we have all the rights in relation to the Service and Documentation that are necessary to give you the rights that are set out in the terms of the agreement, according to the terms of this agreement.
  • You shall own all right, title and interest in and to all of the Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Data.
  • We may collect Usage Data when you use the Services and you agree that all Usage Data shall be owned by us and will be our intellectual property.
• Confidentiality
  • Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or their Representatives (as defined below) to the other party and that party's Representatives whether before or after the Effective Date in connection with the agreement, including but not limited to:
    1. any information that would be regarded as confidential by a reasonable person relating to:
       • the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the disclosing party (or, where applicable, of any member of the group of companies to which a disclosing party might belong); and
       • the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or, where applicable, of any member of the group of companies to which a disclosing party might belong); and
    2. any information developed by the parties while carrying out the agreement and the parties agree that:
       • details of the Service; and
       • Data shall constitute your Confidential Information.

• The provisions of this clause shall not apply to any Confidential Information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
  4. the parties agree (in writing) may be disclosed.
• Each party shall keep the other party's Confidential Information secret and confidential and shall not:
  1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the agreement (Permitted Purpose); or
  2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.
• A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
  2. at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
• A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
• A party may, if it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
• Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in the agreement are granted to the other party, or to be implied from the agreement.
• On termination or expiry of the agreement and/or Service, each party shall:
  1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
  2. erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage Service provided by third parties (to the extent technically and legally practicable); and
  3. certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
• No party shall make, or permit any person to make, any public announcement concerning the agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
• Except as expressly stated in the agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.
• The above provisions of this clause 9 shall survive for a period of five years from termination or expiry of the Service.

• Indemnity (this clause only applies if you are a business)
  • You shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with:
    1. your breach, negligent performance or non-performance of this agreement, or any other agreement or contract entered into by you through or using, directly or indirectly, the Services;
    2. the enforcement of this agreement;
    3. any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with any the information and Content provided by you to us under this agreement; and/or
    4. any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with the Services and any Content, to the extent that such claim is attributable to your acts or omissions.
  • The indemnity in clause 1 shall apply whether or not we have been negligent or at fault.
• Limitation of liability
  • If you are a consumer, we do not compensate you for all losses caused by us or by your use of the Service and/or any breach, failure, acts or omissions of any third party that you decide to contract with through or using, directly or indirectly, the Services. We are responsible for any losses you suffer which are caused by us breaching this agreement unless the loss:
    1. was not obvious that it would happen and nothing you said to us before we accepted your order means we should have expected it (so, in law, the loss was unforeseeable);
    2. was caused by a delaying event outside of our control as long we have has taken steps to tell you about this as set out in clause 13; or
    3. could have been avoided by taking reasonable action;

provided that our liability for any losses you suffer in connection with your trade, business, craft or profession is limited, as described in clauses 11.3 to 11.7 (inclusive).

• In particular we will not be responsible for any losses which you suffer which are caused by your purchase or failure to purchase land, the grant or failure to grant satisfactory planning permission, any costs or cost increases associated with the build or construction of a property, any complaints or claims you may have against any related party (including a builder, contractor or tradesperson related to the construction of a property).
• If you are a business then except as expressly and specifically provided in the agreement:
  1. you assume sole responsibility for results obtained from your use of the Service and the Documentation, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Service, or any actions taken by us at your direction;
  2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
  3. the Service and the Documentation are provided to you on an "as is" basis.
• Nothing in the agreement limits or excludes our liability:
  1. for death or personal injury caused by our negligence; or
  2. for fraud or fraudulent misrepresentation; or
  3. any other matter which it would be illegal or unlawful to limit or exclude liability for.
• Subject to clauses 3 and 11.4:
  1. we shall not be liable whether in tort (including for breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
     • any loss of profit (actual or anticipated, direct or indirect);
     • loss of business or business interruption;
     • loss of revenue or contract;
     • depletion of goodwill and/or similar losses;
     • damage or corruption of data, software or information;
     • pure economic loss;
     • any breach, failure, acts or omissions of any third party that you decide to contract with through or using, directly or indirectly, the Services; or
     • for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the agreement;
  2. we shall not be liable for any loss suffered by you or your customer relating to the purchase or failure to purchase land, the grant or failure to grant satisfactory planning permission, any costs or cost increases associated with the build or construction of a property or any complaints or claims you may have against any builder, contractor or tradesperson relating to the construction of a property; and
  3. our total aggregate liability in contract, tort (including negligence or breach of statutory duty), breach of personal data, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the agreement shall be limited to the greater of: (i) the total amount payable by you to us during the 12 months immediately preceding the date on which the claim arose, or (iii) £5,000.
• All references to us in this clause 11 shall, for the purposes of this clause, be treated as including all of our employees, subcontractors and suppliers and our affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.
• Nothing in the agreement excludes your liability for any breach, infringement or misappropriation of our intellectual property rights.

• Termination
  • Without affecting any other right or remedy available to us, either party may terminate the agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any other term of the agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being told in writing notified to do so.
  • If you are a consumer, either party may terminate the agreement if:
    1. you die;
    2. due to illness or incapacity (whether mental or physical) you become incapable of managing your own affairs or you become a patient under any mental health legislation;
    3. you are the subject of a bankruptcy petition, application or order; or
    4. we take, or have taken against us, any steps towards entering administration, provisional liquidation, being wound up (whether voluntary or not).
  • If you are a business, without affecting any other right or remedy available to us either party may terminate the agreement if:
    1. 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 unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986;
    2. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
    3. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
    4. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
    5. the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the agreement is in jeopardy.
  • On termination of the agreement for any reason:
    1. your licence to use the Service under the agreement shall immediately terminate and you shall immediately stop using of the Service and/or the Documentation;
    2. we may destroy or otherwise dispose of any of the Data in our possession unless we receive, no later than thirty days after the effective date of the termination of the agreement, a written request for the delivery to you of the then most recent back-up of the Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request; provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of Data;
    3. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced; and
    4. you shall pay all outstanding due to us within 7 days of the date of termination.
  • On termination of the agreement for any reason any provision that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the agreement, (such as confidentiality or data storage provisions) shall remain in full force and effect.
• Force majeure

If either or us cannot do something that we are supposed to in this agreement because of a reason outside of our control neither one of us can end the contract. Where we cannot provide the Service to you because of a reason outside of our control we will contact you to tell you as soon as possible and we will do what we can to restore the Service. As long as we do this will not compensate you for the time that you cannot use the Service.

• Variations

We may vary this agreement at any time on the provision to you of written notice. If, following receipt of such notice from us, you would prefer for this agreement to come to an end, you may delete your Account.

• Waiver

Even if we delay in enforcing this agreement, we can still enforce it later. We might not immediately chase you for not doing something or for doing something you’re not allowed to, but that doesn’t mean we can’t do it later.

• Rights and remedies

Except as expressly provided in the agreement, the rights and remedies provided under the agreement are in addition to your statutory mandatory rights and remedies.

• Severance

If a court or other authority decides that some of the terms of this agreement are unlawful, the rest of it will still apply.

• Entire agreement
  • Unless we expressly agree otherwise, this agreement and any supplemental sheet/s or addendum added by variation by the parties is the only agreement between us. If you have entered a previous agreement with us then this agreement supersedes the previous agreement.
  • We have not and will not enter into any direct agreements other than in connection with the Services and/or our website, and shall not enter into any direct agreements in relation to the purchase or sale of any land, goods, off-line services or other materials.
  • Each party agrees that the only terms which apply to the agreement are set out in the agreement. Any other statement or assurance that we have given to you (whether verbally or in writing) will not form part of the agreement.
  • Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the agreement.
  • Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.
• Assignment
  • We may transfer this agreement to a different organisation so that they will be responsible for providing the Service to you. We will tell you in writing if this happens. If you are a consumer and you are not happy with the transfer you can tell us in writing that you want to end the agreement.
  • You can only transfer your contract with us to someone else if we agree to this. We shall not always agree to a transfer but we will try to act reasonably.
• No partnership or agency

Nothing in the agreement will create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to commit the other to any other or other liability.

• Third party rights

The agreement is between you and us. Nobody else has any rights under it or any right to enforce it and neither of us needs to ask anybody else to sign off on ending or changing it.

• Notices
  • If either party wants to give notice to the other party under or in connection with the agreement the notice must be in writing. Notices will be given:
    1. if delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
    2. if sent by email to the addresses (or an address substituted in writing by the party to be served) notified by one party to the other in writing.
  • Any notice shall be deemed to have been received:
    9. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
    10. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
  • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
• Governing law and jurisdiction.
  • If you are a consumer these terms are governed by English law and wherever you live you can bring claims against us in the English courts. If you live in Wales, Scotland or Northern Ireland, you can also bring claims against us in the courts of the country you live in. We can claim against you in the courts of the country you live in.
  • If you are a business:
    1. the agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with English law; and
    2. each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the agreement or its subject matter or formation (including non-contractual disputes or claims).