Terms and Conditions

ONLINE SERVICES AGREEMENT BETWEEN HOMEFLOW LIMITED ("HOMEFLOW") AND YOU ("CLIENT")

IT IS AGREED as follows:

  1. DEFINITIONS

    1. "Additional Tiers" means any web tools in addition to the Standard Tools (which includes the 'Enterprise' and 'Professional' web tools offered by Homeflow) as detailed and on the additional terms (including as to charges) as detailed on the Homeflow Website from time to time.
    2. "Standard Tools" means the 'Standard' web tool set available from the Homeflow Website as described on such website from time to time.
    3. "Client Content" means all Intellectual Property Rights in the text, images, audio, video or other kind of information loaded into the Website by the Client that, for the avoidance of doubt, does not include User Data.
    4. "Intellectual Property Rights" means all intellectual property rights, including patents, supplementary protection certificates, petty patents, utility models, trade marks, database rights, rights in designs, copyrights (including rights in computer software) (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights) and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions.
    5. "Homeflow Website" means the website located at URL www.homeflow.co.uk.
    6. "User Data" means all Intellectual Property Rights in the information relating to users of the Website, including but not limited to personal data (as has such meaning as set out in the Data Protection Act 1998) inputted via the Website, Standard Tools or Additional Tiers.
    7. "Website" means the website the Client has created using the Standard Tools.

  2. THE HOMEFLOW SERVICE

    1. In consideration of the Client paying the fees detailed at the Homeflow Website from time to time, Homeflow shall:
      1. provide the Client with the Standard Tools;
      2. offer the Client the Additional Tiers; and
      3. host the Website on its servers, in accordance with the terms of this Agreement.

  3. STANDARD TOOLS AND ADDITIONAL TIERS

    1. Subject to clause 3.3 below, Homeflow shall provide the Standard Tools to the Client free of charge. The Client shall be able to choose to upgrade to an Additional Tier by paying Homeflow the fee charged for such Additional Tier, as detailed on the Homeflow Website from time to time.
    2. Homeflow may at its discretion provide the Client for free:
      1. certain premium functionality available in the Additional Tiers to Clients who only take the Standard Tools; or
      2. certain premium functionality available only in a higher Additional Tier to a lower Additional Tier, in order to allow Clients to experience the benefits of the Additional Tiers.
    3. Homeflow may add or remove any element of functionality to or from the Standard Tools and/or the Additional Tiers or move certain functionality between the Standard Tools and the Additional Tiers and/or between the Additional Tiers, or withdraw the Standard Tools at its discretion at any time. If such changes are to the material detriment of the Client, then the Client may within five business days of such changes coming into effect terminate this Agreement with immediate effect by giving Homeflow notice in writing.
    4. The Client's continued use of the Standard Tools and/or Additional Tiers after expiry of the five business days of any changes referred to in clause 3.3 above coming into effect shall constitute the Client's acceptance of such changes.

  4. WEBSITE CONTENT

    1. The Client shall be solely responsible for ensuring that the Client Content and its use of the Standard Tools and Additional Tiers comply with all applicable legislation, regulation and codes of conduct and warrants that it will not introduce any computer viruses into the Website or Homeflow's systems.
    2. The Client shall not attempt to delete, obscure or alter any Homeflow logos, marks or any references to Homeflow or any other material (including advertisements) which Homeflow embeds or places on the Website.
    3. The Client shall display the consumer-facing terms and conditions on the Website which shall be provided by Homeflow to the Client for its protection from time to time. The Client shall not attempt to delete, obscure or alter such terms and conditions.
    4. The Client shall not cause to be used or allow to be used, any automated, manual or any other means whatsoever to obtain, harvest or aggregate any data or content from the Website including, without limitation:
      1. any software or code;
      2. computer robots or “bots”;
      3. “spiders”;
      4. the practice of "screen scraping" or other means to systematically search and/or extract information or data (whether substantial or insubstantial) from the Homeflow Website ("Screenscrape");

      except as expressly agreed by Homeflow in writing.

    5. The Client shall not permit any data from the Website to be published on any website operated by a competitor of Homeflow (which shall include any property portal website) except as expressly agreed by Homeflow in writing.

  5. USER DATA AND DATA PROTECTION

    Each of the parties shall comply with its respective obligations under the Data Protection Act 1988 and any applicable codes of practice.

  6. INTELLECTUAL PROPERTY

    1. Client Content belongs to the Client. The Client grants to Homeflow for the Term a non-exclusive, perpetual, royalty-free, irrevocable and transferable licence to use the Client Content and the User Data and any materials sent to Homeflow's customer relationship management system by the Client (together with any data derived from the Client Content or User Data) as may be necessary for Homeflow to provide the functionality of the Standard Tools and Additional Tiers and for any other purpose at Homeflow's discretion from time to time.
    2. All Intellectual Property Rights in the Standard Tools, Additional Tiers and Homeflow Website belong to Homeflow. Homeflow grants to the Client for the Term a non-exclusive, non-transferable, royalty-free licence to use the Standard Tools and, where applicable, the Additional Tiers for the purpose of receiving the services pursuant to clause 2.1. For the avoidance of doubt, the scope of this licence does not permit the modification of any underlying templates of the Standard Tools and Additional Tiers by the Client.

  7. WARRANTIES AND INDEMNITIES

    1. The Client warrants that: (i) it owns and/or is licensed to use the Intellectual Property Rights in the Client Content and the use of the Client Content by Homeflow to perform its obligations under this Agreement will not infringe the Intellectual Property Rights of any third party; and (ii) the User Data does not infringe the Intellectual Property Rights of any third party and the Client owns and/or is licensed to grant the licence of the Intellectual Property Rights in the User Data to Homeflow pursuant to clause 6.1.
    2. The Client shall indemnify and hold harmless Homeflow and its employees, agents and subcontractors against all loss or damage suffered as a result of its use of the User Data and Client Content in accordance with this Agreement or for any breach of clause 7.1.

  8. EXCLUSION OF LIABILITY

    1. Nothing in this clause 8 shall limit either party's liability for death or personal injury resulting from its negligence or for fraud.
    2. The aggregate liability of Homeflow in respect of any loss or damage suffered by the Client and arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to Homeflow under this Agreement in the preceding twelve (12) months prior to the date of such loss or damage.
    3. Homeflow does not warrant the use of the Website will meet the Client's internal business requirements or that the operation of the Website will be uninterrupted or error-free.
    4. Homeflow shall not be liable in any way for: (i) any loss of commissions; or (ii) any loss of sales; or (iii) any loss of User Data; or (iv) any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or (v) any loss of goodwill or reputation; or (vi) any indirect or consequential losses, suffered or incurred by the Client arising out of or in connection with this Agreement.
    5. Except as expressly provided for in this Agreement all conditions, warranties and representations implied by statute, common law or otherwise are excluded to the extent permitted by law.
    6. Client acknowledges and agrees that the limitations contained in this clause are reasonable in all the circumstances and that it has taken independent legal advice.

  9. TERM AND TERMINATION

    1. This Agreement has an initial term of one (1) year from the date of entering into this Agreement ("Initial Term") and subject to early termination pursuant to clauses 9.2 and 9.3, shall continue after the end of the Initial Term until terminated by either party giving to the other not less than three (3) months' written notice to expire at the end of, or at any time after, the Initial Term ("Term").
    2. Within the first three (3) months of the Initial Term the Client may bring the Term to an end by giving to Homeflow not less than one (1) month's written notice.
    3. Either party may bring the Term to an end (without prejudice to its other rights and remedies) by written notice to the other party if the other: (i) commits a material breach of its material obligations under this Agreement and in the case of a remediable breach, fails to remedy it within thirty (30) days of the date of receipt of notice from the other; or (ii) becomes insolvent or unable to pay its debts (as defined in Section 123 of the Insolvency Act 1986), proposes a voluntary arrangement or has a receiver, administrator or manager appointed over the whole or any part of its business or assets.
    4. If Homeflow has notice of illegal content or alleged illegal content on the Website, or becomes aware of facts or circumstances from which, in Homeflow's opinion, illegal content is apparent Homeflow shall be entitled to remove or disable access to the offending content and/or, suspend the Standard Tools and/or Additional Tiers without notice to the Client and without incurring liability to the Client.

    5. If this Agreement terminates:

      1. the Client shall forthwith cease using the Standard Tools and/or Additional Tiers if applicable; and
      2. Homeflow shall terminate the operation of the Website, save that the Client will have a period of 30 days from the date of termination to download all User Data and Client Content from the Website in accordance with Homeflow's instructions as provided from time to time.

  10. GENERAL

    1. The Client shall not without the prior written consent of Homeflow assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of its obligations under it or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
    2. Each party undertakes that it will not at any time use or disclose to any person, except to its professional representatives or as may be required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any confidential information concerning the business or affairs of the other party which may have or may in the future come to its knowledge. Neither party shall use any such confidential information except for the performance of this Agreement or make any announcement relating to this Agreement or its subject matter without the prior written approval of the other party.
    3. For the avoidance of doubt, notices given by the Client under this Agreement shall not be validly served if sent by email.
    4. Neither party shall be liable to the other party for any delay in or failure to perform any or all of its obligations under this Agreement if the delay or failure is due to circumstances beyond its reasonable control.
    5. Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999.
    6. Clauses 9.5 and 10.2 together with those other clauses the survival of which is necessary for the interpretation or enforcement of this Agreement, shall continue to have effect after the end of the Term.
    7. This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of this Agreement.
    8. If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect.
    9. This Agreement shall be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English courts.