SEARCHESONLINE LIMITED

TERMS AND CONDITIONS

Please read carefully the following terms and conditions (‘these Terms’) for the use of the Searchesonline Limited (‘SOL’) on-line property search service (‘the Service’). By using the Service you agree to be legally bound by these Terms. You can print off these Terms, or store them in your computer, for future reference. These Terms may be updated by us from time to time without notice to you. You should review the SOL website periodically for changes to these Terms.

1. INTERPRETATION

1.1 In these Terms:
‘ Contract’ means the contract for the provision of the Service to You on the basis of these Terms;

‘ Data Supplier’ means a third party from whom SOL obtains Information in response to a Search Request;

‘ Effective Date’ means the date on which the Contract is made;

‘ Information’ means any information, data or materials supplied through the Service;

‘ OS Data’ means any Ordnance Survey map data included in the Information;

‘ Search Request’ means a request by You to SOL to obtain Information from a Data Supplier relating to a particular person or property;

‘ Search Result’ means any Information supplied by a Data Supplier as part of the Service;

‘ Service’ means the SOL on-line property search service, further details of which are set out on the Site, as varied from time to time;

‘ Site’ means SOL’s website at www.searchesonline.co.uk, or any other site used by SOL for the provision of the Service;

‘ SOL’ means Searchesonline Limited, incorporated in England and Wales under registered number 5597280, whose registered office is at 9 St Georges Yard Farnham Surrey GU9 7LW;

‘ SOL’s Licensors’ means Ordnance Survey and any other third party who has granted a licence to SOL in respect of any part of the Service;

‘ Standard Charge’ means SOL’s standard charge for supply of the Service, as set out on the Site or as varied from time to time which will have effect following notice of posting upon the Site;

‘ Territory’ means England and Wales;

‘ You’ or ‘Your’ means the person for whom SOL has agreed to provide the Service in accordance with these Terms;

1.2 In these Terms, unless otherwise stated:

(a) a reference to a statute or statutory provision includes that statute or provision as amended, extended, re-enacted or consolidated from time to time and all statutory instruments or orders made under it;

(b) words denoting the singular include the plural and vice versa, words denoting one gender include the others, and words denoting persons include firms, corporations or other legal entities;

(c) ‘these Terms’ means the terms and conditions set out in this document, as amended or extended from time to time; and

(d) ‘writing’ or any cognate expression includes a communication by fax or similar means (but not e-mail, text message or similar means).

1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.

2. REGISTRATION

2.1 To use the Service, You must first complete the registration process on the Site.

2.2 As part of the registration process, You may designate one or more other individuals who are authorised to use the Service on your behalf being your employees or other persons operating under your direct supervision and control and for whom you accept responsibility under the terms of this agreement.

2.3 In order to access the Service, You will be required to enter the username and password you selected during the registration process.

2.4 You may change Your password at any time. You are responsible for the security and proper use of all passwords and must take all necessary steps to ensure that all passwords are kept confidential, and are used properly and not disclosed to unauthorised people.

2.5 You must inform SOL immediately if you have any reason to believe that any passwords have become known to someone not authorised to use it or if any passwords are being or likely to be used in an unauthorised way. SOL will not be liable if passwords are disclosed or used improperly.

2.6 If SOL has reasonable grounds to believe that there is likely to be a breach of security or misuse of the Service, SOL may change any or all of Your passwords and notify You accordingly.

2.7 If you forget any password, You will be given a new password once You contact SOL and satisfy the security checks which SOL operates.

2.8 You confirm that all the information supplied by You during the registration process is true, complete and accurate in all respects. You agree to notify SOL immediately of any changes to Your registration information. If SOL believes that You have provided false information or that You have intentionally failed to notify SOL of any changes to this information, SOL reserves the right to terminate Your access to the Service immediately and without notice.

3. THE SERVICE

3.1 SOL shall provide the Service to You as from the Effective Date, subject to these Terms.

3.2 SOL hereby grants to You a non-exclusive licence to use the Service and the Information only for the purposes of Your business of which You have notified SOL as part of the registration process.

3.3 The Service relates to property searches in England and Wales.

3.4 The Information which You can obtain through the Service and the form in which it can be supplied are as shown on Site from time to time.

3.5 A Search Request must be made in the form shown on the Site from time to time.

3.6 You are responsible for ensuring the accuracy and completeness of each Search Request and any information You supply to SOL.

3.7 Targeted response times to Search Requests are as set out on the Site. SOL will use its reasonable efforts to respond to a Search Request within the stated period but cannot guarantee that it will do so, because the Information is obtained from third party sources.

3.8 You shall be entitled to store the Information (other than OS Data) in electronic form on Your own computer systems and keep proper copies of Search Results for your own business purposes, but shall not be entitled to publish, resupply, resell, reproduce, upload, transmit, license, distribute or otherwise deal with the Information or any part of it, except as expressly permitted by these Terms.

3.9 You shall be entitled to reproduce extracts from Search Results for incorporation into reports or advice to your customers or clients for whom you made the relevant Search Request, in the normal course of Your business, provided that any such reproduction does not exceed a reasonable quantity approved by SOL and an acknowledgement of the source (particularly for OS Data) is given in a form approved by SOL from time to time.

3.10 You shall not adapt or convert or authorise others to adapt or convert the Information or any part of the Information into any other form.

3.11 You shall comply with all applicable laws and regulations in using the Services and the Information.

3.12 It is Your responsibility to ensure that:

3.12.1 Your computer hardware and software, networking, telecommunications systems, Internet access, e-mail and all other necessary facilities have the necessary capacity and functionality and are in proper working order, and You have all necessary consents and licences to use the Service;

3.12.2 You have in place all necessary industry standard safeguards to restrict third party access to Information.

3.13 You agree to indemnify SOL and any of its officers, employees and agents against any loss, liability, damages, costs or expenses of any kind incurred or suffered and any claims or legal proceedings which are brought or threatened, in each case arising from Your use of the Service, or any breach of these Terms.

3.14 SOL reserves the right to make changes to the Service from time to time and in our sole discretion without notice. Such changes to the Service shall be posted on the Site. Continued use of the Services shall constitute an acceptance by You to be bound by any such changes.

3.15 SOL does not promise that the Services will be uninterrupted since it is an internet based service. From time to time, general and specific maintenance may be carried out by SOL or by Data Suppliers

3.16 OS Data is obtained under agreement from Ordnance Survey and your rights to use any OS Data may be terminated if SOL’s arrangements to use the OS Data are terminated.

3.17 You will not conduct your business in a manner which would reflect unfavourably on any OS Data or engage in any illegal, deceptive, misleading or unethical practises which may be detrimental to the OS Data or to the name and reputation of Ordnance Survey

3.18 You must not make any promises, warranties or guarantees in respect of any OS Data save as expressly authorised in writing by SOL and Ordnance Survey

3.19 You must not hold yourself out as an agent of Ordnance Survey.

3.20 Any queries or complaints regarding the OS Date shall in the first instance be referred to SOL

3.21 You must ensure that all adequate technological and security measures are used to secure the Information from unauthorised use or access and that the information is only used in accordance with the terms of this Agreement

4. PAYMENT

4.1 In consideration of the supply of the Service and the right to use the Information, You agree to pay to SOL the Standard Charge.

4.2 All payments under the Contract shall be exclusive of any VAT at the applicable rate.

4.3 Payment of SOL’s charges to You for the use of the Service shall be made by using the BACS direct debit system It is Your responsibility to make the necessary arrangements to enable payment to be made, prior to the commencement of the Service. Further details are set out on the Site.

4.4 SOL shall:

4.4.1 normally issue to You by electronic means an invoice for the Standard Charge for all Search Requests made by You;

4.4.2 on or after the due date shown on any invoice, draw down from Your bank account by direct debit the total amount of that invoice.

4.5 If You do not pay in full by the due date any sum payable under the Contract, SOL shall be entitled, without limiting any other right or remedy it may have, to suspend or, at SOL’s option, to terminate the Contract.

4.6 SOL shall be entitled to charge interest on late payments at the rate of 4% over the base rate of Barclays Bank Plc from time to time in force from the due date to the date of actual receipt of the late payments.

5. RIGHTS IN THE INFORMATION

5.1 Except as expressly provided in these Terms, SOL reserves to itself and SOL’s Licensors the entire worldwide copyright, database right and all other rights, title and interest in and to the Site, Service and the Information.

5.2 You shall at SOL’s request and expense do all acts and things and execute all documents, deeds and instruments which are reasonably necessary for the protection and enforcement of SOL’s (and SOL’s Licensors) rights, title and interest in and to the Service and the Information, and you shall not do or permit to be done anything that will or might bring such rights, title and interest into question.

5.3 You will not remove any copyright, trade mark or proprietary marking on the Site or on any Information or any part of the Service.

6. WARRANTIES AND LIABILITY

6.1 SOL warrants and represents that it has used reasonable endeavours to ensure that the use by You of the Service and the Information will not infringe the copyright, database or other rights in the Territory of any other person.

6.2 The Service and the Information are provided by Data Suppliers via SOL on an “As Is” and “As Available” basis. While SOL uses its reasonable endeavours to ensure that the Service is provided on a continuous basis, SOL does not warrant that the Service will be uninterrupted or free from error.

6.3 SOL shall not be liable for any interruptions, faults, interferences, delays, errors or omissions of any kind in or to the Service or the Information or for any loss or damage (whether direct, indirect or consequential) sustained by You or Your customers or clients arising from:

6.3.1 any information or instructions supplied by You which are incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form, or arising from their late arrival or non-arrival or any other fault of You; or

6.3.2 any cause beyond the reasonable control of SOL.

6.4 SOL shall have no liability to You, Your customers, or clients, or any other person arising from any act or omission by the Data Supplier or any person acting on its behalf, or any inaccuracy or error in or any omission from any register or other source of Information maintained or used by the Data Supplier.

6.5 You acknowledge that neither SOL nor any of its Data Suppliers carries out any inspection of any property and that no information as to the state, condition or use of any property is given, and that no warranty is given as to the suitability of any property for any particular purpose.

6.6 SOL shall have no liability to You if the Service is used otherwise than in accordance with these Terms.

6.7 You acknowledge that the Service and the Information is derived from a number of sources including public records and that use of the Service and the Information requires skill, expertise and judgement on Your part. Any representation, warranty or condition whatsoever as to the quality or fitness for a particular purpose of the Service or the Information is expressly excluded, and SOL shall have no liability or responsibility for any action or inaction on Your part or on that of any other party including without limitation any of Your customers or clients which is based (either in whole or in part) on the Service or the Information.

6.8 To the fullest extent permitted by applicable laws, and except in respect of death or personal injury arising from SOL’s negligence, SOL hereby excludes all liability to You (whether arising in contract or tort including negligence or breach of any statutory duty or otherwise) for any loss of profits, loss of revenue, loss of data, or indirect, incidental or consequential loss or damage of any kind whatsoever with respect to the Service and the Information, and whether or not the possibility of such loss or damage has been notified to SOL.

6.9 In any event SOL’s liability to You (whether arising in contract or tort including negligence or breach of any statutory duty or otherwise) howsoever arising under or in connection with the Contract or the provision or non-provision of the Service shall not exceed in aggregate the sum of £5,000,000 per claim.

6.10 In no event will You have any claim against any of SOL’s Licensors in relation to the Service or the Information.

6.11 You acknowledge that the provisions of the Contract including the foregoing limitations and exclusions of liability are reasonable in all the circumstances.

7. TERMINATION

7.1 The term of the Contract shall commence on the Effective Date and shall continue until terminated in accordance with the following provisions.

7.2 SOL may terminate the Contract and the provision of the Service without giving cause at any time by giving not less than seven (7) days’ written notice to You.

7.3 You may terminate the Contract without giving cause at any time by giving not less than seven (7) days’ written notice to SOL.

7.4 SOL may forthwith terminate the Contract by giving written notice to You if You commit any material or persistent breach of the Contract and, if the breach is capable of remedy, fail to remedy it within seven (7) days after being given a written notice containing full particulars of the breach and requiring it to be remedied, or if You becomes bankrupt or insolvent, make a voluntary arrangement with Your creditors, have a receiver, administrative receiver, administrator or similar official appointed, or if You are made subject to a winding up order, or go into liquidation.

7.5 On termination of the Contract for any reason:

7.5.1 You will cease to use the Service;

7.5.2 You will delete any copies of any OS Data (whether or not stored on your information technology systems) and if required provide a sworn statement by a duly authorised person that all such OS Data is no longer held; and

7.5.3 SOL will refund a reasonable proportion of any charges paid in advance, and You will remain lia ble for any charges that have fallen due and remain unpaid.

8. MISCELLANEOUS

8.1 SOL may assign its rights under the Contract to any person and upon any such assignment SOL will be relieved of any further obligation under the Contract, but the Contract is personal to You and may not be assigned by You.

8.2 Nothing in the Contract shall constitute or be deemed to constitute a partnership between SOL and You or create or be deemed to create a relationship of principal and agent between SOL and You.

8.3 SOL’s failure to exercise any particular right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SOL to You in writing.

8.4 A person who is not a party to the Contract has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term of the Contract PROVIDED ALWAYS that the parties acknowledge that Ordnance Survey may take the benefit of any rights reserved in favour of SOL in connection with any OS Data.

8.5. SOL shall not be liable for any delay, interruption or failure of the Service if caused by any circumstance which is beyond the reasonable control of SOL, including (without limitation) war, flood, riot, act of God, strike or other labour dispute, suspension or delay of service at public registries, change in the law, power failures, disruption of internet usage or telecommunications failure

8.6 The Contract (together with the details of the Service on the Site) contains the entire agreement between the parties with respect to its subject matter, to the exclusion of any other terms or conditions which You may put forward, and may not be modified except by an instrument in writing signed by the duly authorised representatives of SOL and You.

8.7 You acknowledge that, in entering into the Contract, You do not do so in consideration of or in reliance on any representation, warranty or other provision except as expressly provided in the Contract and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in the Contract shall affect the liability of either party for fraudulent misrepresentation.

8.8 If any provision of the Contract is held by any Court or other competent authority to be invalid or unenforceable in whole or in part, the Contract shall continue to be valid as to its other provisions and the remainder of the affected provision.

8.9 Any notice to be given under the Contract shall be in the English language and sent by personal delivery, first class post or facsimile transmission to SOL at its registered office, or to You at the address given by You as part of the registration process, unless a change of such address has been notified in writing to SOL or You as appropriate. Notices sent by personal delivery or facsimile transmission shall be deemed received no later than the time of delivery or transmission and notices sent by registered post shall be deemed received on the second working day following despatch, Saturdays, Sundays and Public Holidays in each case excepted. A notice will not be valid if given by email, text message or similar means.

8.10 The Contract shall be construed in accordance with and governed by the laws of England and Wales. You irrevocably agree to submit to the non-exclusive jurisdiction of the English Courts, and waive any right to object to that jurisdiction on the grounds that it is an inconvenient forum or otherwise.

9. COMPLAINTS

If you have a query or complaint about your search, you should raise it directly with the search firm, and if appropriate ask for any complaint to be considered under their formal internal complaints procedure.

COMPLAINTS PROCEDURE
If you want to make a complaint, we will:
Acknowledge it within 5 working days of receipt.
Normally deal with it fully and provide a final response, in writing, within 20 working days of receipt.
Keep you informed by letter, telephone or e-mail, as you prefer, if we need more time.
Provide a final response, in writing, at the latest within 40 working days of receipt.
Liaise, at your request, with anyone acting formally on your behalf.

Complaints should be sent to: Customer Services, Planval Ltd, Winterton Coach House, Crockerhill, Chichester, West Sussex, PO18 0LH; Tel. 0870 471 7295; email: planval.co.uk