1 About us
1.1 Company details. The Landsite Online Limited (company number 11627385 (we and us) is a company registered in England and Wales and our registered office is at 13 Queens Road, Bournemouth, United Kingdom, BH2 6BA. Our main trading address is Office 115, Oxford Point, 19 Oxford Road, Bournemouth BH8 8GS. Our VAT number is 309525209.
1.2 Contacting us. To contact us telephone our customer service team at 01202 016230 or e-mail [email protected] How to give us formal notice of any matter under the Contract is set out in clause 16.2.
1.3 Our website. We operate the website www.thelandsite.co.uk (Website). The Website is an online portal that connects the rent, sale or purchase of land and commercial property with customers and a national network of providers of professional services.
1.4 Our Services. We provide professional services and property related businesses (Sellers) with access to our online portal on which they can advertise their goods and/or professional services. Visitors to the Website (Visitors) can make direct contact with Sellers and conclude sales with them directly. We have no responsibility for sales via the Website which are a private transaction between the Seller and the Visitor.
1.5 Membership. Sellers can choose from a variety of service options from a one off advertisement to subscribing for a membership. Membership offers Sellers a platform from which to reach potential new customers already engaged in the land and commercial property sector.
2 Our contract with you as a Seller
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of Services by us to you (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
3 Placing an order and its acceptance
3.1 Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the Website. Each order is an offer by you to buy the services specified in the order for example the advertising of a property for sale on the Website (Services) subject to these Terms.
3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
3.3 Acknowledging receipt of your order. After you place your order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.4.
3.4 Accepting your order. Our acceptance of your order takes place when we send an email to you to accept it (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
3.5 If we cannot accept your order. If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Services, we will refund you the full amount.
4 Our Services
4.1 Descriptions and illustrations. Any descriptions or illustrations on our site are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
4.2 Availability. We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
4.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am UK time; and
4.2.2 unscheduled maintenance performed outside 9.00am to 5.00pm (Normal Business Hours), provided that the Supplier has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.
4.3 Reasonable Care and Skill. The Supplier undertakes to provide the Services with reasonable skill and care substantially in accordance with the description of our Services as specified on the Website.
4.3.1 The undertaking at clauses 4.2 and 4.3 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 4.2 and 4.3. Notwithstanding the foregoing, we:
(a) do not warrant that the your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; and
(b) 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 Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4.4 Dashboard: To utilise the Services you will be provided with a designated secure area on the Website (Dashboard) through which you can upload your content and communicate with Visitors. Your Dashboard will be protected with a user name and password. We shall follow our archiving procedures for any content on your Dashboard. In the event of any loss or damage to your content your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged content from the latest back up of such content maintained by us in accordance with our then current archiving procedure. We shall not be responsible for any loss, destruction, alteration of disclosure of content caused by any third party.
4.5 Time for performance. We will use all reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
5 Your obligations
5.1 It is your responsibility to ensure that:
5.1.1 the terms of your order are complete and accurate;
5.1.2 you co-operate with us in all matters relating to the Services;
5.1.3 you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
5.1.4 you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
5.1.5 you comply with all applicable laws;
5.1.6 you comply with our Terms of Website Use and Acceptable Use Policy in relation to your use of the Website and your Dashboard in particular to keep user names and passwords secure.
5.2 Uploading content to our Website/Dashboard
5.2.1 Whenever you upload content or make contact with Visitors, you must comply with the content standards set out in our Acceptable Use Policy.
5.2.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
5.2.3 Any content you upload will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of such data. You acknowledge that we will have access to such content via your Dashboard in order to communicate with you in relation to the Services and associated matters that may be of relevance/benefit to you.
5.2.4 Visitors will be able to view content that you have upload and can send messages which you will receive through your Dashboard.
5.2.5 We have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
5.2.6 We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy or where we otherwise in sole discretion believe it is reasonable to do so for example, on regulatory grounds.
5.3 If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (Your Default):
5.3.1 we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 9 (Termination);
5.3.2 we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
5.3.3 it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
5.4 You shall defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or a breach of these terms.
6 Services in UK only
Our Service is only for businesses and properties located in the UK.
7.1 In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 7.
7.2 The Charges are the prices quoted on our site at the time you submit your order.
7.3 If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Charges accordingly.
7.4 Our Charges may change from time to time, but changes will not affect any order you have already placed.
7.5 Our Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
8 How to pay
8.1 Payment for the Services is 30 days in advance. Payment options will be shown on the Website during the order process and you select the option you require (either payment immediately online with a debit/credit card or create a purchase order and request payment at pre-agreed credit terms with our Accounts Department).
8.2 We shall decide in our sole discretion whether to accept any request from you for pre-agreed credit terms and we shall be under no obligation to do so. If we accept pre-agreed credit terms these will be confirmed in writing to you.
8.3 We will send you an electronic invoice by email within 2 hours of confirming your payment.
8.4 If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 7 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%. In addition if we have agreed credit terms with you we reserve the right to cancel those terms with immediate effect and full payment of the relevant sums will then be immediately due and payable.
8.5 All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
9 Intellectual property rights
9.1 All intellectual property rights in or arising out of or in connection with the Services including in the Website (other than intellectual property rights in any materials provided by you) will be owned by us. Except as expressly stated herein, this agreement does not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services
9.2 You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
10 How we may use your personal information
10.1 We will use any personal information you provide to us to:
10.1.1 provide the Services;
10.1.2 process your payment for the Services; and
10.1.3 inform you about similar services that we provide, but you may stop receiving these at any time by contacting us.
11 Data Protection
11.1 In this clause the following shall have the following meanings:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
11.2 You acknowledge that where you receive Personal Data from Visitors you are a Controller for the purposes of the Data Protection Legislation and you will comply with all applicable requirements of the Data Protection Legislation in relation to your use of that Personal Data.
12 Limitation of liability
12.1 Except as expressly and specifically provided in these terms:
12.1.1 you assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions provided to us by you in connection with the Services, or any actions taken by us at your direction;
12.1.2 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 the Contract;
12.1.3 the Services are provided to you on an "as is" basis;
12.1.4 we do not guarantee any level of uptime availability for the Website;
12.1.5 we do not guarantee that any properties you may post will result in a sale or give any guarantee as to the quality or quantity of Visitors at any time;
12.1.6 you are solely responsible for any communications between you and any Visitor and the negotiation of or conclusion of any sale with a Visitor.
12.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
12.2.1 death or personal injury caused by negligence;
12.2.2 fraud or fraudulent misrepresentation; and
12.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
12.3 Subject to clause 12.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
12.3.1 loss of profits;
12.3.2 loss of sales or business;
12.3.3 loss of agreements or contracts;
12.3.4 loss of anticipated savings;
12.3.5 loss of use or corruption of software, data or information;
12.3.6 loss of or damage to goodwill; and
12.3.7 any indirect or consequential loss.
12.4 Subject to clause 12.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the total Charges paid under the Contract.
12.5 Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms and Conditions of Use which shall apply to the provision of all Services to you.
12.6 This clause 12 will survive termination of the Contract.
13.1 We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 13.2.
13.2 We each may disclose the other's confidential information:
13.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 13; and
13.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
13.3 Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.
14.1 Without limiting any of our other rights, we may suspend your access to the Website or terminate the Contract with immediate effect by giving written notice to you if:
14.1.2 you fail to pay any amount due under the Contract on the due date for payment;
14.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business;
14.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business.
14.2 Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
14.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
15 Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
15.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
15.2.1 we will contact you as soon as reasonably possible to notify you; and
15.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
15.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
16 Communications between us
16.1 When we refer to "in writing" in these Terms, this includes email.
16.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
16.3 A notice or other communication is deemed to have been received:
16.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
16.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
16.3.3 if sent by email, at 9.00 am the next working day after transmission.
16.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
16.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
17.1 Assignment and transfer.
17.1.1 We may assign or transfer our rights and obligations under the Contract to another entity.
17.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
17.6 Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.