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1.1 In these Terms and Conditions unless
the context otherwise requires, the following
words have the following meanings:
“Agreement”
means any agreement between the Buyer and
PFM, or the Seller and PFM for the supply
of the Services formed by these Conditions;
“Buyer” means
the buyer or potential buyer of property
via the PFM Website or other PFM media;
“Conditions”
means these terms and conditions;
“Content” means
any information required for the Services;
“Delivery”
means when the Services have commenced;
“Fee(s)” means
the Fee(s) payable to PFM for the PFM Services
as set out in any Agreement or as listed
on the PFM Website or other PFM media;
“Intellectual Property “Rights”
means all vested, contingent and future
intellectual property rights including but
not limited to patents, copyrights, registered
and unregistered trademarks, service marks,
domain names, database rights, registered
designs, design rights, know-how, inventions,
get-up, confidential information, trade
and business names, and any other similar
protected rights in any country subsisting
now or in the future together with, in relation
to any of the foregoing rights: (i) the
right to sue for past infringements; (ii)
any applications for registration; and (iii)
any licenses;
“Payment Schedule”
means the schedule detailing the dates,
amount and manner of payment to PFM for
the provision of the PFM Services as may
be set out in any Agreement, the PFM Website
or any other PFM media;
“PFM” means
Property for Me Limited whose office is
at The Porchway, 20 Eastview Drive, Rayleigh,
Essex, SS6 9NY;
“PFM Services”
means the services of PFM as set out without
limitation in clause 3 of these Conditions;
“SELLER” means
the Seller of the property the details of
which have been provided to PFM by the Seller
or its agent or a third party supplier of
goods and/or services to PFM;
“Website” means the website
www.propertyforme.co.uk
1.2 In these Conditions, unless the context
otherwise requires: (a) words in the singular
include the plural and vice versa; and (b)
a reference to: (i) “PFM” includes
any subsidiary or holding company of PFM
as defined under the Companies Act 1985
s. 736 (as amended), sub-contractor or agent
of PFM for the purposes of carrying out
its obligations under any Agreement (ii)
any party includes its successors in title
and permitted assigns.
1.3 In the event of any conflict or inconsistency
between these conditions and (a) any document;
(b) the PFM Website; (c) any PFM media;
or (d) or any Agreement between the Buyer
or Seller and PFM, then these Conditions
shall prevail.
1.4 In these Conditions or any Agreement
unless the context otherwise requires words
importing any gender include every gender;
words importing persons include firms, companies
and corporations and vice versa;
references to numbered clauses and schedules
are references to the relevant clause in
or schedule to these Conditions;
reference in any schedule to these Conditions
to numbered paragraphs relate to the numbered
paragraphs of that schedule;
the headings to the clauses, schedules and
paragraphs of these Conditions or Agreement
will not affect the interpretation;
any reference to an enactment includes reference
to that enactment as amended or replaced
from time to time and to any subordinate
legislation or byelaw made under that enactment
except to the extent that it would increase
the liability of PFM;
any obligation on any party not to do or
omit to do anything is to include an obligation
not to allow that thing to be done or omitted
to be done;
any party who agrees to do something will
be deemed to fulfill that obligation if
that party procures that it is done.
1.5 PFM shall be entitled at any time to
modify these Conditions and any such modified
Conditions shall apply to the Buyer and
the Seller when the Conditions are available
on the Website.
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2. Agreements
2.1 These Conditions apply to all Agreements
between :
2.1.1 PFM and the
Buyer; and 2.1.2 PFM and the SELLER.
2.2 Any Agreement will be on these Conditions
to the exclusion of all other representations,
warranties, terms and conditions whether rendered
prior to or subsequent to these Conditions
(including without limitation any terms or
conditions which the Buyer or the SELLER purports
to apply).
2.3 No variation of any Agreement shall be
binding unless agreed in writing between the
authorised representative of PFM and the Buyer
or PFM and the SELLER.
2.4 No action by PFM shall purport to PFM’s
acceptance of any terms or conditions of any
Buyer, SELLER or third party and PFM’s
Conditions shall always be deemed by the Buyer
and the SELLER subsequent to any other party’s
terms and conditions unless otherwise stated
in writing by an authorised officer of PFM.
2.5 Any order placed by the Buyer or the SELLER
for the Services shall be deemed an offer
that shall be capable of acceptance by PFM
and shall be deemed accepted at the initial
point of delivery of the PFM Services.
2.6 You may not use nor have the benefit of
any of the PFM’s Services or Services
before reading these Conditions.
2.7 By using the Services or the PFM Services
the Buyer indicates acceptance of the Conditions.
2.8 By using the PFM Services or providing
the Services the SELLER indicates acceptance
of the Conditions. |
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3. The Services of PFM
3.1 PFM shall supply the Buyer with the PFM
Services exercising reasonable care and skill.
3.2 The parties may enter into a new Agreement
in respect of any requirement by the Buyer
for variations that are substantial.
3.3 Subject to compliance by the Buyer and
SELLER with clause 9, PFM shall provide the
PFM Services in accordance with the applicable
Agreements, documents or information provided
on the website.
3.4 PFM is under no obligation to handle technical
enquiries from third parties following completion
of the PFM Services. In the event of the Buyer
or SELLER requiring further services from
PFM, these services will be for the avoidance
of doubt covered by these Conditions.
3.5 The PFM Services include but are not limited
to (a) providing details of property on a
website page which may be linked to the Website
to promote the property for the reasons of
sale or rent; (b) assisting persons to find
suitable property to purchase or rent; (c)
providing a database of prospective property,
purchasers and vendors; and (d) providing
without obligation further property related
services.
3.6 The extent of the Services are limited
to the specific and relevant Payment Schedule
applicable to the level of Services chosen
by the Buyer or Seller. |
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4. Orders
4.1 Any tariffs, proposals, offers, forms
or similar documents from PFM shall not be
treated as offers capable of acceptance by
the Buyer and/or the SELLER and shall be treated
as invitations to treat only, providing information
and do not place PFM under any obligations
to enter into any Agreement.
4.2 All orders for PFM Services or use of
the Website by the Buyer or the SELLER shall
be deemed offers to purchase such Services
in accordance with these Conditions and capable
of acceptance by PFM who shall not be obliged
to make such acceptance.
4.3 PFM representatives shall not be authorised
to accept orders or offers nor are they granted
the right to enter into agreements on behalf
of PFM.
4.4 Photographs, drawings, descriptions, illustrations
or similar are provided only as a guide. |
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5. Assistance from the Buyer
and SELLER
5.1 The Buyer and the SELLER shall at all
times provide PFM with such assistance,
co-operation, information, entrance onto
premises permission, licences and source
materials as may reasonably be necessary
to enable PFM to fulfil its obligations
under the Agreement.
5.2 The Buyer and the SELLER shall comply
with all necessary laws and regulations
and shall fully indemnify PFM against all
losses incurred by PFM caused by the Buyer’s
or the SELLER’s failure to comply.
It shall not be PFM’s responsibility
to ensure compliance in accordance with
this clause.
5.2. The Buyer and the SELLER shall comply
with all necessary laws and regulations
and shall fully indemnify PFM against all
losses incurred by PFM caused by the Buyer’s
or the SELLER’s failure to comply.
It shall not be PFM’s responsibility
to ensure compliance in accordance with
this clause.
5.3 The Buyer shall use best endeavours
to ensure that its Content is secure.
5.4 The Buyer and the SELLER shall immediately
on its occurrence inform PFM of any change
of agent, key player or officer of the Buyer,
or SELLER respectively.
5.5 The buyer and SELLER shall use best
endeavours to ensure that all information
provided is accurate and kept up to date.
5.6 Both the Buyer and the SELLER shall
avoid damaging the reputation or goodwill
of the Buyer, the SELLER or PFM.
5.7 Both the Buyer and the SELLER where
requested to do so by PFM shall keep PFM
fully informed of all matters, dealings,
negotiations, correspondence and communications
between the Buyer and the SELLER.
5.8 In consideration of the work provided
to the SELLER by PFM the SELLER shall not
enter into any agreements with a Buyer introduced
by PFM without the prior written notice
to PFM.
5.9 In consideration of the PFM Services
provided to the Buyer, the Buyer shall not
enter into any agreements with a SELLER
introduced by PFM without the prior written
notice to PFM.
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6. Term
6.1 The term of the Agreement between PFM
and Buyer or PFM and the SELLER shall continue
until the Services are complete unless otherwise
notified in writing and signed by an authorised
officer of PFM
6.2 The term shall commence on the date the
Services commence unless otherwise agreed
in writing and signed by an authorised officer
of PFM.
6.3 PFM may provide notice of termination
at its sole discretion. |
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7. Delivery
7.1 PFM reserves the right to charge the Buyer
and/or the SELLER in respect of any additional
work involved by PFM due to delay in Delivery
caused by the Buyer and/or the Seller.
7.2 PFM shall supply the PFM Services to the
address provided by the Buyer or the SELLER
unless otherwise agreed in writing by an authorised
officer of PFM.
7.3 At no point shall PFM be held responsible
for any failure by the Buyer or the SELLER
in complying with the terms of any Agreement
or these Conditions. |
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8. Change Control
8.1 At any time prior to the Delivery Date
PFM or the SELLER in consideration of further
payment may in writing recommend or the Buyer
in consideration of a further payment may
in writing request from time to time changes
to any part of the PFM Services. Notwithstanding
anything to the contrary in these Conditions
neither party shall be under any obligation
to agree to any request or recommendation
for a change. |
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9. Payment
9.1 In consideration for performance of the
PFM Services, the Buyer and the SELLER shall
pay the Fees in accordance with the Payment
Schedule.
9.2 All sums payable under any Agreement are
exclusive of VAT and other taxes, if any,
which shall be charged in addition at the
prevailing rate and shall be paid by Buyer
and the SELLER.
9.3 Payment of the Fees and other charges
are due within 30 days of the date of an invoice
from PFM. PFM shall be free to issue any invoice
at any time. PFM shall be entitled to charge
interest on late payments at the rate of 4%
above the base rate of the HSCB Bank current
during that time on any amount outstanding,
which is not paid in accordance with this
clause. PFM is aware of its rights under the
Late Payment of Commercial Debts (Interest)
Act 1998.
9.4 If the Buyer or the SELLER fails to pay
any of the Fees in accordance with the Payment
Schedule or these Conditions, the directors
of the Buyer or the SELLER shall be personally
liable for payment of all unpaid Fees where
the Buyer or the SELLER is a Company.
9.5 Unless otherwise stated the Fees and tariffs
are those in force at the time of payment
being due and may be set out in the Payment
Schedule.
9.6 PFM shall be entitled to increase any
Fees in any Payment Schedule following prior
notice to the Buyer and/or the SELLER.
9.7 The Buyer authorises PFM to offset at
any time and without notification any amounts
owed to the Buyer, the amount owed by the
Buyer to PFM.
9.8 The SELLER authorises PFM to offset at
any time and without notification any amounts
owed to the SELLER, the amount owed by the
SELLER to PFM. |
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10. Intellectual Property Rights
10.1 Intellectual Property Rights in the Services
shall remain vested in the owners of the works
unless otherwise agreed in writing.
10.2 PFM shall be entitled to use the Intellectual
Property Rights of the Buyer and/or the SELLER
(in a reasonable manner) in the production
of corporate brochures, press releases and
similar printed or online materials solely
for the purposes of promoting PFM and Services
and/or the Buyer and/or the Seller to third
parties. |
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11. Confidentiality
11.1 Each party (“the Recipient”)
shall ensure that any confidential information
(“Information”) disclosed to it
by the other shall not be used or disclosed
save as is strictly necessary for the purposes
of any Agreement and shall return to the other
promptly on request any such Information provided
by the other on any media.
11.2 The restriction contained in this clause
11 shall not apply to the extent that (a)
disclosure or use of the Information is required
by law; (b) evidence is available that the
Information was already in the unrestricted
possession of the Recipient before disclosure
to it by the other party; or (c) the information
falls within the public domain other than
through the default of the Recipient. |
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12. Security and control
The Buyer and the SELLER shall during the
continuance of any Agreement effect and maintain
adequate security measures to safeguard the
Services or the works from access or use by
any unauthorised person. |
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13. Liability
13.1 Nothing in these Conditions shall exclude
or restrict any party’s liability for:
(a) death or personal injury resulting from
its negligence or that of its employees while
acting in the course of their employment;
or (b) fraud or fraudulent misrepresentation.
13.2 PFM shall not be liable to the Buyer
nor the SELLER in contract, tort or otherwise
whatsoever arising out of or in connection
with the Agreement for any indirect loss,
consequential loss, loss of profits, business
opportunity, goodwill or reputation.
13.3 PFM shall not be responsible for any
property of the Buyer that the Buyer has requested
be under the control of PFM or the SELLER
and the Buyer and the SELLER shall undertake
to have adequate insurance cover for any damage
or loss to its property whilst under PFM’s
control and to indemnify for any costs, losses
or damages incurred by PFM or the SELLER.
13.4 Both the Buyer and the SELLER warrant
that they have the right to enter into any
Agreement and shall indemnify PFM for any
losses, costs, damages, claims, expenses or
demands which PFM may reasonably incur to
the extent that: (a) any claim that the Services
infringes the Intellectual Property Rights
of any third party; and (b) any claim that
the Services are defamatory, obscene, blasphemous
or otherwise actionable under the laws and
regulations of any jurisdiction.
13.5 The Buyer and the SELLER warrant that
they are respectively responsible for and
are in receipt of all insurances necessary
for any Services.
13.6 The Buyer and the SELLER warrant that
they are responsible for the activities of
any of their agents, employees or contractors.
13.7 The Buyer shall indemnify PFM for all
losses, damages and costs incurred by PFM
as a result of any breach by the Buyer of
any warranty or term set out in the Conditions
or Agreement.
13.8 The SELLER shall indemnify PFM for all
losses, damages and costs incurred by PFM
as a result of any breach by the SELLER of
any warranty or term set out in the Conditions
or Agreement.
13.9 No indemnity shall be due from PFM subject
to damages to the Buyer as a result of wilful
misrepresentation by an officer of PFM.
13.10 Any indemnity from PFM shall be limited
to the agreed fee payable from the Buyer to
the SELLER for the relevant Services.
13.11 PFM shall have no responsibility to
repair or replace any damaged property owned,
licensed or rented by the Buyer or the SELLER.
13.12 PFM is not bound by any third party
guarantee including that of the Buyer or the
SELLER.
13.13 Nothing in these Conditions shall affect
the SELLER’s or Buyer’s statutory
rights where applicable
13.14 PFM shall not be liable for any loss,
damages, costs or similar incurred by the
Buyer as a result of reliance upon the SELLER’s
Services.
13.15 PFM is not an agent for the Buyer or
the SELLER for the purposes of the sale or
rent transactions that may take place between
a Buyer and a SELLER and is not liable for
any without limitation losses, damages and
costs of any sort incurred by the Buyer and/or
SELLER as a result of any property transaction.
13.16 The Buyer and the SELLER warrant to
PFM that the information and the material
that they provide is accurate and that they
wish to use the Services for bona fide purposes
only. The Buyer and the SELLER shall indemnify
and keep fully indemnified PFM from all losses,
damages and costs incurred as a result of
any breach of any warranties or terms of any
Agreement or these Conditions. |
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14. Suspension
14.1 PFM shall be entitled to suspend any Services
and/or Agreement without notice and without liability
to itself where the Buyer or the SELLER: |
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14.1.1 has failed to pay the
Fees;
14.1.2 has breached a warranty or term of
the Agreement or Conditions;
14.1.4 has failed to complete any necessary
documentation;
14.1.5 has used the Services in an abusive
or unlawful manner or has failed to comply
with any acceptable use policy or similar
in the reasonable opinion of PFM;
14.1.6 has damaged the reputation of PFM. |
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14.2 The Buyer and/or the Seller shall have no right
of set-off or right to withhold payments relating
to any disputed Services. |
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15. Termination
15.1 A party (the “Initiating Party”)
may terminate the Agreement with immediate effect
by written notice to the other party (the “Breaching
Party”) on or at any time after the occurrence
of: (a) an irremediable material breach by the Breaching
Party of the Agreement or these Conditions; or (b)
a remediable breach by the Breaching Party of a
material obligation under the Conditions or Agreement
where the Breaching Party fails to remedy the Breach
within 30 days starting on the day after receipt
of written notice from the Initiating Party giving
full details of the breach and requiring the Breaching
party to remedy the breach and stating that a failure
to remedy the breach may give rise to termination
under this clause 15.1.
15.2 A party may terminate the Agreement and these
Conditions upon 30 day’s written notice if
the other is unable to pay its debts or enters into
compulsory or voluntary liquidation (other than
for the purpose of effecting a reconstruction or
amalgamation) or compounds with or convenes a meeting
of its creditors or has a receiver, administrative
receiver or administrator appointed or if any circumstances
arise which would entitle the Court or a creditor
to appoint a receiver, administrative receiver or
administrator or to present a winding-up petition
or make a winding-up order.
15.3 PFM shall be entitled to terminate any Agreement
for the reasons as set out in clause 14.1 above.
15.4 PFM reasonable costs and expenses incurred
by PFM by reason of any delay variation, interruption
or suspension of work arising from any act or omission
of the Buyer or the SELLER or their employees, agents
or their subcontractors will be reimbursed to PFM
by the Buyer or the SELLER, subject to PFM providing
written particulars of such costs and expenses.
15.5 The innocent party shall be entitled to terminate
the Agreement and these conditions where the Force
Majeure event of Clause 17 has been in existence
for 3 months. |
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16. Consequences of
Termination
16.1 Upon termination of the Agreement all rights
granted in the Conditions and any Agreement shall
cease and each party shall immediately or as soon
as possible deliver up to the other party or at
the request of the other party destroy any copies
which are not readily deliverable (such as copies
held on the hard disk of any computer).
16.2 The termination of the Agreement for whatever
cause shall not affect any provision of the Conditions
or Agreement which is expressed to survive or operate
in the event of the termination of the Agreement
and shall not prejudice or affect the rights of
any party against the other in respect of any breach
of the Conditions or Agreement or in respect of
any monies payable by either party to the other
in respect of the period prior to termination. |
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17. Force Majeure
17.1 No party shall be liable in damages or have
the right to terminate any Agreement for any delay
or default in performing hereunder if such delay
or default is caused by conditions beyond its control
including, but not limited to Acts of God, Government
restrictions (including the denial or cancellation
of any export or other necessary license), wars,
insurrections and/or any other cause beyond the
reasonable control of the party whose performance
is affected. |
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18. Data protection
18.1 The parties undertake to comply with the provisions
of the Data Protection Act 1998 (the “Act”)
and any related legislation in so far as the same
relates to the provisions and obligations of the
Conditions or Agreement.
18.2 PFM may hold information relating to the Buyer’s
or SELLER’s non-payment, late payment or other
payment history which may be held subject to the
Act with an appropriate third party.
18.3 By providing the relevant information about
the person and/or property the Buyer and Seller
consent to that information being provided to third
parties or included on websites other than the Website
or other media to promote the property for the purpose
of sale or rent, to enable persons access to property
information or for other purposes as may be set
out in these Conditions, the Website or other media. |
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19. Exclusivity, Assignment
and Sub-Contracting
19.1 Unless otherwise agreed: (a) the PFM Services
shall not be exclusive to the Buyer nor the SELLER
(meaning that PFM may provide equivalent services
to any third party); (b) PFM shall be entitled to
sub-contract any of the PFM Services to a suitable
third party; (c) neither the Buyer nor the Seller
shall assign their rights or obligations under any
Agreement, these Conditions or Services without
PFM’s prior written consent. |
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20. Waiver
20.1 Failure by PFM to exercise or enforce any right
under any Agreement or these Conditions (including
in the case of suspension under clause 14) shall
not be deemed to be a waiver of any such right nor
operate so as to prevent the exercise or enforcement
of such right on any other occasion. |
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21. Validity
21.1 If any part, term or provision of any Agreement
or these Conditions be held illegal or unenforceable,
the validity or enforceability of the remainder
of that Agreement or these Conditions shall not
be affected. |
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22. Third Party Rights
22.1 Subject to 22.2 below the Contracts (Rights
of Third Parties) Act 1999 shall not apply to any
Agreement or these Conditions and no person other
than the parties to the Agreement or these Conditions
shall have any rights under them, nor shall they
be enforceable under that Act by any person other
than the parties to them.
22.2 PFM shall benefit from its rights under the
Contracts (Rights of Third Parties) Act 1999 relating
to agreements between the Buyer and SELLER. |
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23. Partnership
23.1 The Conditions or any Agreement shall not constitute
or imply any partnership, joint venture, fiduciary
relationship or other relationship between the parties
other than the contractual relationship expressly
provided for in the Agreement and these Conditions. |
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24. Amendments
24.1 The Conditions or any Agreement may not be
released, discharged, supplemented, interpreted,
amended, varied or modified in any manner except
by an instrument in writing signed by a duly authorised
officer or representative of PFM. |
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25. Announcements
25.1 Neither the Buyer nor the SELLER may issue
or make any public announcement or disclose any
information regarding any Agreement unless prior
written consent has been obtained from PFM. |
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26. Notice
26.1 26.1 All notices under any Agreement or Conditions
shall be in writing.
26.2 Notices shall be deemed to have been duly given: |
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26.2.1 when delivered, if delivered
by courier or other messenger (including registered
mail) during normal business hours of the
recipient; or
26.2.2 when sent, if transmitted by fax or
e-mail and a successful transmission report
or return receipt is generated with respect
to emails; or
26.2.3 on the fifth business day following
mailing, if mailed by national ordinary mail,
postage prepaid; or
26.2.4 on the tenth business day following
mailing, if mailed by airmail, postage prepaid,
in each case addressed to the most recent
address, e-mail address, or facsimile number
notified to the other party. |
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27. Entire Understanding
27.1 These Conditions and any Agreement under them
set out the entire agreement and understanding between
the parties in respect of its subject matter and
the Buyer and the SELLER acknowledge that it has
entered into such Agreement in reliance only upon
the representations, warranties and promises expressly
contained or incorporated in these conditions and/or
Agreement and save as expressly set out therein,
PFM shall have no liability in respect of any other
representation, warranties or promise made or given
prior to the date of the Agreements, howsoever made
or given, unless it was made or given fraudulently. |
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28. Successors and
assignees
28.1 The Conditions and any Agreement shall be binding
upon, and inure to the benefit of, the parties and
their respective successors and permitted assignees,
and references to a party in any Agreement shall
include its successors and permitted assignees.
28.2 In any Agreement references to a party include
references to a person: |
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29. Law and Jurisdiction
29.1 These Conditions and any Agreement shall be
governed by and construed in accordance with the
laws of England and the parties hereby submit to
the exclusive jurisdiction of its Courts. |
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