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Data Feed Terms

DATA FEED AGREEMENT

Before you click on the "accept" button at the end of these terms please carefully read them and ensure that you are familiar with their contents. Clicking the "accept" button indicates your acceptance of these terms and that you are consenting to be bound by them as part of a binding legal agreement. If you do not accept or understand these terms you must not proceed. These terms, and any policies referred to in them. comprise the contract (the "Agreement") between: (1) NETHOUSEPRICES LIMITED ("NHP") whose registered office is 107 Reaver House, 12 East Street, Epsom, Surrey, KT17 1HX: and (2) you ("the ADVERTISER").

In particular your attention is drawn to clauses 2, 3, 7 and 8 of this Agreement.

  1. In this Agreement the following terms shall have the following meaning:
    1. Advertising Content: means all Listings uploaded to the Service by the Advertiser.
    2. Advertising Period: means the full term of this Agreement.
    3. Listing: means a summary of a property listed for sale or rental in the United Kingdom, which shall consist of a reasonably detailed text summary of that property and its status and accompanying media such as; images, floorplans and virtual tours.
    4. Inactivity: means the failure by the Advertiser to interact with the service provided by NHP hereunder by uploading or updating Listings or otherwise.
  2. The Services
    1. For a period of 12 months from its acceptance of this Agreement, the Advertiser agrees to provide the Advertising Content (as defined below) electronically by way of an electronic transfer ("Data Feed") or manual upload ("Manual Upload") to NHP so that such Advertising Content can be displayed by NHP on the website of NHP (the "NHP Website") for the duration of the Advertising Period (such display the "Advertising Services" and the tools used to enable such display the "Services"). The Services may be provided directly by NHP or by its agents or sub-contractors. NHP does not guarantee that the Services shall lead to any advertising campaign which relies on them being successful, or achieving any particular desired result.
    2. Any Listing may be deleted by NHP:
      1. at the end of the Advertising Period; or
      2. when a new version of that Listing is uploaded to the NHP Website by the Advertiser ; or
      3. at any time after the expiry of 14 consecutive days of Inactivity by the Advertiser in respect of that Listing ;
      4. in the opinion of NHP: it is likely to, or does, breach any applicable law or regulation; the Advertiser has breached or threatened to breach this Agreement; the Advertising Content is obscene, blasphemous, defamatory or infringes any copyright, trademark or any other intellectual property rights of any third party; or for any other reason at NHP's sole discretion.
    3. In particular, the Advertiser may itself delete, update or renew all or part of any Listing from the NHP Website by uploading new or updated information by way of the Data Feed or Manual Upload to the NHP Website.
    4. After a period of 7 days of Inactivity from the date of upload a Listing will be unpublished (made temporarily unavailable to the public but still accessible by the Advertiser) by NHP until updated by the Advertiser.
    5. The Advertiser shall at all times be liable and responsible for all aspects of the Advertising Content (whether or not it is published to the NHP Website and/or viewable by the public) and shall only upload content where it has all necessary rights and authority to do so. The Advertiser shall regularly check the NHP website to ensure that the Advertising Content is correct. NHP shall not be liable or responsible for checking the Advertising Content to ensure it is correct, accurate and complete and, accordingly NHP shall not be liable for any errors, mistakes or omissions in the Advertising Content. The Advertiser shall indemnify and hold harmless NHP from any loss or damage which it may suffer as a direct or indirect consequence of any error, defect, or omission in the Advertising Material , save where such loss or damage arises as a direct result of the negligence or breach of contract by NHP.
    6. NHP may delete or amend or refuse to publish any Advertising Content without any reason, at any time.
    7. Where you use other products or services from us, or from partners providing these on our behalf, your continued compliance with any associated conditions of use of those products or services including those issued by our partners, shall become a condition of this Agreement.
    8. We retain the right at any time during the course of your membership to vary these conditions without notice. It is your responsibility to check the website at regular intervals to ensure that you are familiar with any changes to these terms.
  3. Use of Data
    1. The Advertiser specifically agrees that NHP may enter into agreements with third parties to licence or provide data received from the Advertiser during the course of its use of the Service (whereby such data may be mingled or aggregated with other data). Such data may include Personal Data as set out in clause 8 and such data may be used by third parties and distributed via platforms or channels not owned or operated by NHP.
    2. In particular, the Advertiser recognises that NHP may sub-licence the use of any and all intellectual property inherent in any Listing to third parties, and that those third parties shall be entitled to display the relevant listings on third party websites and/or similar mediums.
    3. Accordingly, Advertiser grants NHP a worldwide, perpetual, irrevocable, royalty-free licence to use all intellectual property inherent in the Advertising Content for any and all lawful commercial purposes that NHP sees fit, and warrants that it has all necessary consents, authority, and permissions to grant such licence to NHP.
  4. Payment

    At present the Service is provided free of charge. NHP reserves the right to introduce charges to the Service at any time. In the event that NHP gives notice to the Advertiser that charges are to be introduced in this fashion the Advertiser shall have no less than 15 days in which it may terminate this Agreement by giving notice, and the implementation of such charges shall take place no sooner than within 30 days of NHP giving notice that such charges are to come into effect.

    1. NHP makes no representation or warranty that the whole or part of the NHP Web Site shall be accessible at all times or any time or useable by all users of the NHP Web Site and/or the Advertiser or error free. NHP reserves the right without notice to the Advertiser, to suspend temporarily or to alter the operation of the NHP Website, for legal, technical, or operational reasons.
    2. The Advertiser shall not use the NHP Website for any fraudulent or illegal purposes. The Advertiser shall ensure that the Advertising Content does not contain material that is obscene, blasphemous, defamatory, infringing on any rights of any third party or otherwise legally actionable by such third party.
    3. The Advertiser warrants that it has, or shall procure, all necessary consents, releases and licences for the purposes of this Agreement, and the Advertiser hereby provides, all such consents, leases and licences to NHP and any of NHP's affiliates providing the Services.
  5. Term and Termination
    1. This Agreement shall come into force for an initial period of 12 months from the date of acceptance (the "Initial Term ") and shall thereafter renew on an automatic [monthly] basis until terminated by either party giving the other 30 days written notice. Either Party may at any time, by notice in writing, terminate this Agreement forthwith, in accordance with this clause, if: (a) the other Party is the subject of a bankruptcy or becomes insolvent; or such Party goes into liquidation, or if a receiver or administrator is appointed; or such Party is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as they fall due; or (b) the other Party is in breach of the General Terms and, if such breach is not capable of remedy or, if such breach is capable of remedy the Party committing the breach shall have failed to remedy the breach within thirty (30) days of written notice to the Party committing the breach, specifying the breach and requiring its remedy.
    2. Termination of this Agreement in accordance with its terms shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either NHP or the Advertiser.
  6. Liability
    1. Notwithstanding any other clause neither Party excludes liability for the following:
      1. death or personal injury caused by such Party to the extent to which it arises from such Party's negligence or breach of contract;
      2. any fraudulent pre-contractual misrepresentations made by such Party; and
      3. any other liability which by law cannot be excluded.
    2. In no event shall NHP or any affiliate of NHP be liable for:
      1. any damages caused by the failure of the Advertiser to perform its obligations under this Agreement;
      2. the Advertising Content provided by the Advertiser;
      3. any damage or loss of any materials (in electronic or other form) supplied by the Advertiser for the purposes of this Agreement;
      4. the termination of this Agreement;
      5. the cancellation, deletion or suspension of any Advertising Content in accordance with this Agreement by either Party;
      6. temporary interruptions, errors, delays or restrictions to the NHP Web Site
      7. or as a result of any third party's use of any Advertising Content or Advertiser Personal Data where such content is provided to that third party pursuant to clause 3
      8. save as otherwise set out in Clause 4.3 below, any damages arising out of this Agreement.
    3. NHP shall not be liable to the Advertiser in contract, tort, negligence or otherwise for:
      1. any economic loss, (including without limitation, loss of revenue, business, contracts, profits or anticipated savings);
      2. any loss of goodwill or reputation;
      3. any loss of data; or
      4. any special, indirect or consequential loss.
    4. NHPs entire aggregate liability in respect of all claims under or in relation to this agreement shall not in any event exceed £1000 or if greater the total amount of all fees received by NHP from the Advertiser in relation to this contract in the 12 months preceding the relevant event.
    5. The express terms of these General Terms are in lieu of all warranties, conditions, undertakings, terms, and obligations implied by statute, common law, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
  7. Indemnity
    1. The Advertiser undertakes to indemnify and hold harmless NHP against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including - but not limited to - reasonable costs and disbursements incurred in relation to any associated legal proceedings) arising from or incurred due to:
      1. any infringement or alleged infringement of any copyright, trademark or any other third party intellectual property rights caused by NHP's use (pursuant to this Agreement) of the Advertising Content provided by the Advertiser;
      2. the Advertiser providing any Advertising Content which is obscene, blasphemous, or defamatory or otherwise in breach of any applicable law or regulation or causes third parties to have rights against NHP; or
      3. any breach of the Advertiser's obligations under this agreement, save in each case as a result of the negligence or breach of contract by NHP.
      4. any breach by Advertiser of clause 3 of this Agreement.
  8. Personal Data
    1. The parties acknowledge that the Advertiser shall be the Data Controller and that NHP shall be the Data Processor in respect of all of the Advertiser Personal Data processed under this Agreement. "Data Controller" and "Data Processor" shall have the meaning set out in the Data Protection Act 1998 ("DPA"). "Advertiser Personal Data" shall mean any "Personal Data" (as defined under the DPA) relating to the Advertiser or owned or controlled by the Advertiser, including all Personal Data provided by or on behalf of the Advertiser to NHP and any Personal Data included in the Advertising Content provided to NHP under this Agreement. Each Party warrants to the other Party that, in connection with this Agreement, it shall comply with its obligations in relation to all of the Advertiser Personal Data under the DPA. Advertiser recognises that NHP may process any of the Advertiser Personal Data in accordance with the terms and conditions of this Agreement, including as set out at clause 3.
    2. For the purposes of the DPA, the Advertiser acknowledges that in the course of sending NHP any Advertising Content pursuant to this Agreement, certain Advertiser Personal Data may be captured electronically and published on NHP and other websites, both now in relation to advertising and subsequently in relation to the property, and therefore, such Advertiser Personal Data may be transferred and/or accessed by users around the world. The Advertiser consents to the use, storage, or processing of the Advertiser Personal Data as described in this clause and the Advertiser shall ensure that it obtains the same consent from all persons whose Personal Data is included in the Advertising Content. In the event such consent is revoked, the Advertiser shall immediately provide written notice to the "NHP's Data Protection Officer", 107 Reaver House, 12 East Street, Epsom, Surrey, KT17 1HX. If ordered by a court of competent jurisdiction to provide any of the Advertiser Personal Data collected by NHP under this Agreement, the Advertiser consents to and acknowledges that NHP shall provide such requested Advertiser Personal Data to that court.
  9. General
    1. It is acknowledged and agreed that this Agreement (including the documents and instruments referred to herein) (the "Documents") shall supersede all prior representations arrangements understandings and agreements between the parties relating to the subject matter hereof and shall constitute the entire complete and exclusive agreement and understanding between the parties hereto
    2. The parties irrevocably and unconditionally waive any right they may have to claim damages for any misrepresentation arrangement understanding or agreement not contained in the Documents or for any breach of any representation not contained in the Documents (unless such misrepresentation or representation was made fraudulently);
    3. It is further acknowledged and agreed that no representations arrangements understandings or agreements (whether written or oral) made by or on behalf of any of the other parties have been relied upon other than those expressly set out or referred to in the Documents.
    4. Calls may be recorded to establish facts, for training and quality assurance purposes.
    5. This Agreement may not be assigned, novated, sub-licensed or otherwise transferred by the Advertiser in whole or in part or otherwise made available for the benefit of a third party, without the prior written consent of NHP. NHP may assign, novate, sub-licence or otherwise transfer this Agreement in whole or in part to any third party.
    6. Save for any affiliate of NHP providing the Services hereunder, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1995 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act. NHP and the Advertiser may agree to rescind or vary this Agreement without the consent of any of NHP's affiliates. NHP's affiliates shall be entitled to receive the same protection as NHP.
    7. At the time of execution of this Agreement, the Advertiser warrants that this Agreement has been duly authorised, executed and delivered by the Advertiser.
    8. This Agreement is governed by the laws of England, and subject to the exclusive jurisdiction of the Courts of England.


Nethouseprices Limited
107 Reaver House
12 East Street
Epsom, Surrey
KT17 1HX

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