In the Conditions the following terms whether appearing in the singular or the plural shall have the meaning set out against them.
1.1. "Conditions" - these terms and conditions including the Licence.
1.2. "Property Data" - Property Data ltd and Propertydata.com ltd of Sugnall Business Centre, Eccleshall, Stafford, ST21 6NF.
1.3. "Property Data Material" means without limitation all data, material, editorials, news, archives, deals, auctions and other modules or services which make up the Property Data Titles including any printed material issued in connection with the Property Data Service together with any amendments, updates or deletions issued at Property Data's discretion from time to time.
1.4. "Property Data Titles" - the Property Data Material available online or Directory or Disk which may be amended or modified at Property Data's discretion from time to time.
1.5. "Property Data Service" - The delivery of the Property Data Material in printed, electronic or any other form to the licensee for the agreed Licence Fee.
1.6. "the Licence" - the right for the Licensee to use the Property Data Service.
1.7. "the Licence Fee" - the fee payable by the Licensee for the Licence set out in the Invoice or otherwise communicated by Property Data to the Licensee.
1.8. "the Licence Period" - one calendar year or any other period set out in the Invoice or otherwise communicated by Property Data to the Licensee commencing from acceptance of the Invoice or first use of the Property Data Service, whichever occurs first.
1.9. "the Licensee" - the customer for the Property Data Service specified in the invoice.
1.10. "Permitted Use" - means the use (including, downloading or printing) of the Property Data Material for the business purposes of the Licensee or as part of advice of communications by the Licensee to employees, partners, clients or customers.
1.11. References in the Conditions to any legislation shall be construed as references to the same as amended or re-enacted from time to time and shall include subordinate legislation or regulations.
Property Data hereby grants the Licensee the Licence to use the Property Data Service and access and use the Property Data Material for the Permitted Use by means of the Property Data Service in return for payment of the Licence Fee subject to the Conditions.
3.1. The Licensee acknowledges that the title and all intellectual property rights and any other ownership rights or interest in the Property Data Service and/or the Property Data Material are vested in Property Data or its licensors.
3.2. The Property Data Service and the Property Data Material are protected by copyright law and regulations worldwide. The Licensee warrants as conditions of the Licence that except as may be strictly necessary for the proper exercise of the Licence and for the Permitted Use of the Property Data material:
(a) it will only use the Property Data Service and the Property Data Material for the purpose of exercising the Licence;
(b) it will not copy, use, market, re-sell, distribute, alter, add to or carry on any redistribution, reproduction, translation, publication, reduction to any electronic medium or machine readable form or commercial exploitation of the Property Data Service or the Property Data Material or in any other way deal with or utilise the same;
(c) it will not (except as expressly permitted by applicable law) reverse engineer, decompile or disassemble the Property Data Material.
3.3. The Licensee warrants that any reproduction or copy of the Property Data Material made as part of the Permitted Use will be accurate and will not result in any misleading or derogatory representation of the Property Data material.
3.4. The Licensee will include a statement on or with reference to any reproduction or copy of the Property Data material made as part of the Permitted Use to the effect that it has been obtained from Property Data as part of the Property Data service.
3.5. The Licensee will not alter or remove any copyright symbol or other identification or any information concerning the authorship of any of the Property Data Materials.
The Licensee will comply with the provisions of any rules published from time to time by Property Data with reference to the use of the Property Data Service whether these are communicated electronically, in writing or by any other means to the Licensee.
5.1. Property Data will exercise reasonable care in the provision of the Property Data Service. All other warranties or conditions as to satisfactory quality, fitness, for purpose or compliance with any description or generally as to the quality of the Property Data Service whether express, implied, statutory or otherwise are hereby expressly excluded.
5.2. Due to the nature of services Property Data gives no warranty or commitment that use of the Property Data Service will be free from interruptions or from errors.
5.3. Property Data gives no warranty or commitment as to the results that may be obtained from the use of the Property Data Service or with reference to the accuracy, reliability or content of any information provided as part of the Property Data Service.
Property Data reserves the right to vary and develop the elements of the Property Data Service and to add or delete modules from time to time. Property Data may alter the Licence Fee from time to time to reflect these changes.
7.1. The Licensee will pay the Licence Fee in the manner provided in the invoice together with value added tax or any other indirect tax payable with reference to the same.
7.2. The Licence Fee will be paid by the Licensee within 30 days of receipt of an invoice for the same from Property Data.
8.1. The Licensee must take all reasonable steps to protect the Property Data Material and the Property Data Service from unauthorised access by third parties.
The Licensee shall be solely responsible for obtaining, operating and maintaining all necessary computer hardware and software.
The Licensee uses the Property Data Service in exercise of the Licence at its own risk. Any use to which the Licensee puts information obtained from the Property Data Service shall be the responsibility of the Licensee which hereby indemnifies Property Data from and against any loss, damage, or liability whether in contract, tort or for breach of statutory duty or otherwise which may arise directly or indirectly out of such use by the Licensee.
11.1. Save for any claims for death or personal injury arising form the negligence of Property Data the liability of Property Data with reference to the provision of the Property Data Service whether in contract, tort or for breach of statutory duty or otherwise shall be limited to £1,000.
11.2. Under no circumstances will Property Data be liable in contract, tort or for breach of statutory duty or otherwise with reference to any matter arising directly or indirectly out of or relating to the Licence or the provision of the Property Data Service for any indirect, consequential, economic, incidental or punitive loss damage or liability, or for loss of profits, business, or data or for business interruption, or for loss of information or other pecuniary loss.
Property Data will not be liable for any failure to carry out its obligations under the Licence if and to the extent that such failure is due to force majeure which shall mean an event beyond the control of Property Data including but not limited to war (declared or undeclared), acts of God, terrorism, earthquake, accident, explosion, fire, flood, civil commotion, abnormal weather conditions, acts of government or other agencies, industrial disputes and non-availability of material.
The Licensee will keep confidential any information provided to it in connection with the Licence or the Property Data Service relating to Property Data which is marked as confidential or which is clearly intended to be confidential and will provide the same degree of protection for this as it would for its own confidential information and will not copy or disclose the same to any third party except to the extent that this is expressly permitted under the Conditions or is necessary for its proper operation.
13.1. This obligation of confidentiality will not apply to confidential information which:
13.1.1. is already in the public domain;
13.1.2. becomes known from a third party without breach of this or any other obligation of confidentiality; or
13.1.3. is required to be disclosed by a court of law or any other competent tribunal, governmental or other authority or regulatory body.
14.1. Without prejudice to its rights or remedies under the Conditions, in law or in equity Property Data shall have the right to terminate the Licence forthwith, or suspend the use of the Property Data Service, in the event that the Licensee:
(a) is in material breach of its obligations under the Conditions and such breach, provided that it is capable of being remedied, is not remedied within 30 days of a request so to do; or
(b) becomes insolvent, enters into liquidation whether voluntary or compulsory (other than for a solvent reconstruction or amalgamation), is unable to pay its debts as they fall due, has a receiver or an equivalent officer appointed in respect of any of its assets, is the subject of an administration order, enters into any arrangement with its creditors or makes a general assignment for their benefit, commits any act of bankruptcy, or ceases to carry on business in the ordinary course.
(c) fails to pay any monies due to the licensor within 7 days of a written reminder.
14.2. In the event of any termination or expiry of the Licence the Licensee will remain liable to Property Data for all outstanding sums due to Property Data for the use of the Property Data Service and will immediately cease to use the Property Data Service.
14.3. Property Data will under no circumstances be liable to refund all or part of the Licence Fee in the event of the cancellation or termination of the Licence.
15.1 Upon termination of the Licence the Licensee will at the request of the Licensor remove all Property Data Material from their systems.
16.1. The Conditions represent the entire agreement between the parties relating to its Property Data Service and the Licence and supercede any and all prior promises, representations, agreements, statements and understandings whatsoever which existed or may have existed between Property Data and the Licensee other than those expressly incorporated in the Conditions. This clause will not exclude liability for fraudulent misrepresentation.
16.2. The provisions of the Conditions exclude and override any other provisions related to the Property Data Service which the Licensee might seek to impose upon Property Data even if such other provisions are submitted in a later document or purport to exclude or override the Conditions.
16.3. The Conditions may only be amended by an agreement in writing signed on behalf of Property Data and by an authorised person on behalf of the Licensee.
Any delay or failure by Property Data in exercising any right or remedy arising under the Conditions shall not constitute a waiver of such right or remedy.
The headings in the Conditions are included for reference purposes only and shall not be taken into account in its interpretation.
If any provision of the Conditions should be declared invalid by a court of law or other competent tribunal or governmental body then the remainder of the Conditions shall continue in full force and effect provided that they are capable of so doing.
The Licence is personal to the Licensee and may not be assigned, sub-contracted, transferred, pledged, mortgaged or dealt with in any way whatsoever without the prior written consent of Property Data. Property Data may assign its rights and obligations under the Conditions to a direct or indirect subsidiary or holding company (as defined in Section 736 of the Companies Act 1985) or to a purchaser of all or part of Property Data's business.
Any notice to be given under the Conditions by either party to the other must be in writing and delivered by hand, first class letter or facsimile transmission to the address shown in the Licence Pack (or such other address given for this purpose) and in the case of post will be deemed to have been delivered validly and effectively two working days after posting and in the case of other means of transmission will be deemed to have been validly and effectively given on delivery.
These Conditions shall be governed by and construed in accordance with the laws of England and the parties submit to the jurisdiction of the English Courts. This will not prevent Property Data from pursuing a claim for breach of contract, copyright infringement or otherwise in respect of the Conditions, the Property Data Service or the Property Data Material in any other jurisdiction throughout the world.