HomeViews Pro Terms & Conditions

In consideration of the mutual promises and benefits contained in these HomeViews Pro Terms and Conditions (“Terms”) together with the order form signed by HomeViews and the Client (“Order Form”) and intending to be legally bound, the parties agree as follows:

INTERPRETATION:
1. 1 Definitions:
  1. “Authorised User” means the employee(s) or contractor(s) of the Client as named in the HomeViews Pro Order Form.
  2. “Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
  3. “Client” means the party named as the recipient of the Services in the Order Form.
  4. “Client Materials” means all materials such as logos, photos, property particulars, marketing information, drawings, specifications, and data supplied by the Client to HomeViews.
  5. “Contract” means these Terms together with the Order Form setting out the description of the Services.
  6. “Data Protection Legislation” means all applicable statutes, laws, secondary legislation, rules, regulations and guidance from a Supervisory Authority (or its UK equivalent) relating to privacy, confidentiality, security, direct marketing or the protection of Personal Data (including any national laws implementing any such legislation), including but not limited to Directive 2002/58/EC, the UK’s national implementation of the EU’s GDPR (the UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426) and the EU’s General Data Protection Regulation (2016/679) (the GDPR).“HomeViews IPRs” means all Intellectual Property Rights subsisting in the HomeViews Pro Dashboard and HomeViews Pro Data excluding any Client Materials incorporated in them.
  7. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, moral rights, trade marks business names and domain names, rights in get-up goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
  8. “HomeViews Pro Dashboard” means HomeViews platform displaying the HomeViews Pro Data, made available to the Client under a Package.
  9. “HomeViews Pro Data” means the data made available by Homeviews to the Client from time to time on the HomeViews Pro Dashboard.
  10. “Package” means the HomeViews Pro Package as selected by the Client and agreed to in writing by HomeViews in the Order Form.
  11. “Services” means the services to be provided under the package.
  12. “Services Start Date” means the day on which HomeViews is to start provision of the Services, as set out in the Order Form.
  13. “Subscription Charges” means the subscription charges payable by the Client for the supply of the Services by HomeViews, as set out in the Order Form.
  14. “Subscription Charges Start Date” means the date from which the Subscription Charges become payable as set out in the Order Form.
  15. “Term” means the term specified in the Order Form. After the Initial Term, the agreement will automatically renew for successive 12 month periods (each a “Renewal Term“) unless (a) either Party provides the other with written notice of at least thirty (30) days prior to the beginning of any such Renewal Term electing not to renew the agreement; or (b) the agreement is otherwise terminated in accordance with the Terms. The Initial Term and all Renewal Terms are referred to collectively as the “Term”.

2 Interpretation:
1. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made from time to time under that statute or statutory provision.
2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
3. A reference to writing or written includes email.
COMMENCEMENT AND TERM:
1. The Contract shall commence on the Services Start Date and shall continue for the Term, unless terminated earlier in accordance with clause 9.
SUPPLY OF SERVICES:
1. HomeViews shall supply the Services to the Client from the Services Start Date in accordance with the Contract.
2. In supplying the Services, HomeViews shall:
  1. perform the Services with reasonable care and skill;
  2. use reasonable endeavours to perform the Services substantially in accordance with the service description set out in Order Form;
  3. comply with all applicable laws, statutes, regulations from time to time in force provided that HomeViews shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract; and
  4. take reasonable care of all Client Materials in its possession and make them available to the Client on reasonable notice and request.
3. In providing the Services, HomeViews shall not be responsible for any inaccuracies found on its website. The Client’s use of the HomeViews website shall be governed separately by HomeViews’ Terms of Use which can be found here.
4. All other warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by applicable laws. HomeViews makes no representations or warranties of any kind, express or implied, as to the operation of the Services or the information, content or materials included in the provision of the Services.
5. From time to time HomeViews may amend the Services to update the relevant features and Package (which do not materially affect the Client’s receipt of the Services) and HomeViews shall notify the Client in writing of any such changes prior to them taking effect.
CLIENT’S OBLIGATIONS:
1. The Client shall:
  1. co-operate with HomeViews in all matters relating to the Services;
  2. ensure that it has the necessary licences and consent to provide the Client Materials to HomeViews;
  3. provide the Client Materials to HomeViews;
  4. provide in a timely manner, such information as HomeViews may require, and ensure that it is accurate and complete in all material respects; and
  5. comply at all times with all applicable law including when using the HomeViews Pro Data, including but not limited to the Data Protection Legislation.
2. If HomeViews’ performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, HomeViews shall:
  1. not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay;
  2. be entitled to payment of the Subscription Charges despite any such prevention or delay; and
  3. be entitled to recover any additional costs, charges or losses HomeViews sustains or incurs that arise directly or indirectly from such prevention or delay.
INTELLECTUAL PROPERTY:
1. HomeViews and its licensors shall retain ownership of all HomeViews IPRs. The Client and its licensors shall retain ownership of all Intellectual Property Rights in the Client Materials.
2. 9.4, HomeViews grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use HomeViews’ IPRs solely for the purpose of receiving and using the Services during the Term of the Contract.
3. The Client grants HomeViews a fully paid-up, worldwide, non-exclusive, royalty-free, non- transferable licence to use, copy and publish (in part or whole) the Client Materials but HomeViews shall be under no obligation to publish any such Client Materials beyond the Term.
4. The Client shall indemnify HomeViews in full for all losses, claims, expenses, sums, penalties or fines incurred by HomeViews arising out of or in connection with the receipt or use of the Client Materials by HomeViews as contemplated by the Contract.
HOMEVIEWS PRO:
1. HomeViews owns all right, title and interest in the HomeViews Pro Dashboard, including without limitation all Intellectual Property Rights in the HomeViews Pro Dashboard.
2. HomeViews may publish the HomeViews Pro Data on any HomeViews website, application or physical media. HomeViews is the distributor (without any obligation to verify) the HomeViews Pro Data and is not the author. The Client will not hold HomeViews responsible or liable in any way for the content and consequences of the HomeViews Pro Insights and Data.
3. HomeViews grants the Client the non-exclusive, revocable right to access the HomeViews Pro Dashboard and to publish the HomeViews Pro Data in business-to-business marketing materials provided that strict compliance with the following terms:
  1. HomeViews is credited as the owner of the HomeViews Pro Dashboard and HomeViews Pro Data;
  2. any conclusions and statements prepared by the Client in connection with the HomeViews Pro Data must be made in accordance with the HomeViews Pro and HomeViews brand guidelines available from HomeViews on request;
  3. only Authorised Users of the Client are permitted to access the HomeViews Pro Dashboard as set out in the Package;
  4. the Client must not transmit or re-circulate any HomeViews Pro Data from the HomeViews Pro Dashboard with any third party otherwise than in accordance with the rights granted under these Terms (unless specifically authorised to do so by HomeViews in writing in advance);
  5. the Client must not use the HomeViews Pro Dashboard or HomeViews Pro Data for any purpose that competes with HomeViews’ Services, including for the purpose of conducting any benchmarking or comparison with any comparable or competing service; and
  6. the Client must not download, export or otherwise share any HomeViews Pro Data to its own systems other than the specific HomeViews Pro Data that have a download feature enabled by HomeViews
CHARGES AND PAYMENT
1. In consideration for the provision of the Services during the Term, the Client shall pay HomeViews the Subscription Charges in accordance with this clause 7.
2. All amounts payable by the Client exclude amounts in respect of value added tax (“VAT”), which the Client shall additionally be liable to pay to HomeViews at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
3. Subscription Charges will be payable by the Client by credit or debit card on or before the Services Start Date and thereafter shall be paid by the Client by credit or debit card on or before the anniversary of the Services Start Date. The Subscription Charges shall be pro-rated for any period that is shorter than the Initial Term or Renewal Term (as applicable).
4. The Client shall pay each invoice submitted to it by HomeViews on or before the due date.
5. If the Client fails to make any payment due to HomeViews under the Contract by the due date for payment, then, without limiting HomeViews’ remedies under clause 9(Termination):
  1. the Client shall 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 will accrue each day at 4% a year above the Bank of England’s base rate from time to time; and
  2. HomeViews may suspend all Services until payment has been made in full by the Client.
6. All amounts due under the Contract from the Client to HomeViews shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Any increase in Subscription Charges shall be agreed in writing between the parties before such increase takes effect.
LIMITATION OF LIABILITY
1. HomeViews has obtained insurance cover in respect of its own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover HomeViews has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.
2. Nothing in this contract limits any liability which cannot legally be limited, including liability for:
  1. death or personal injury caused by negligence; and
  2. fraud or fraudulent misrepresentation.
3. Subject to clauses 8.2 and 8.5, HomeViews’ total liability to the Client under or in connection with the Contract (whether in contract, tort including negligence, breach of statutory duty, restitution or otherwise) in respect of all and any loss or damage howsoever caused during the Term shall not exceed the total Subscription Charges paid by the Client in the 12 months immediately preceding the event that gives rise to the liability.
4. The Client expressly acknowledges and agrees that the provisions of clause 8.3 are reasonable in the circumstances.
5. HomeViews strives to maintain high standards of accuracy and reliability when publishing data and reports. However, the HomeViews Pro Information is provided for general informational purposes only, and HomeViews accepts no responsibility for any loss or damage that may result from the use of the HomeViews Pro Information. The information provided is subject to change, and HomeViews cannot guarantee the completeness or accuracy of the data provided. HomeViews is not liable for any errors or omissions in the information provided.
6. The following types of loss are wholly excluded: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss
TERMINATION
1. Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on;
  3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
  4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without affecting any other right or remedy available to it, HomeViews may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment.
3. On termination of the Contract for whatever reason:
  1. the Client shall immediately pay to HomeViews all of HomeViews’ outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, HomeViews may submit an invoice, which shall be payable immediately on receipt;
  2. any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect;
  3. the Client must remove all references to HomeViews (including the use of HomeViews’ trademarks and logos) from its website;
  4. termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
  5. the licence granted in clause 5.2 shall terminate.
GENERAL
1. Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
2. Assignment and other dealings.
  1. The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without HomeViews’ prior written consent.
  2. HomeViews may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
3. Confidentiality
  1. Each party undertakes that it shall not at any time during the Contract, and for a period of 5 years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, or clients of the other party except as permitted by clause 10.3.2.
  2. Each party may disclose the other party’s confidential information:
    1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 10.3; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4. Neither party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.
5. Entire agreement.
  1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
6. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
7. Waiver.
  1. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
  2. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
8. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
9. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
    1. 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. sent by email to the address specified in the Order Form.
  2. Any notice or communication shall be deemed to have been received:
    1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
    2. 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 at the time recorded by the delivery service; and
    3. 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. In this clause 10.9.2, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
  3. This clause 10.9 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.
10. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
11. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.