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Automated Valuation Model Terms

Subscription for Additional Services – Automated Valuation Tool

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 in addition to those set out in the Agent Terms and that you are consenting to be bound by them as part of a binding legal agreement that is supplementary to the Agent Terms. 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")

  1. Interpretation

    In this Agreement the following Terms shall have the following meaning:

    1. Advertiser Website: means the website operated by the Advertiser, as specified to NHP pursuant to the terms of this Agreement;
    2. Agent Agreement: means the terms set out in NHP’s standard terms of use for agency users;
    3. Agreement: means this agreement;
    4. Automated Valuation Tool: means an interactive webpage element that is to feature on the Advertiser Website, which shall be prepared by the Advertiser pursuant to the terms of this Agreement;
    5. Branding: means the branding and business get-up (which may include specific logos, colour schemes and/or slogans) that the Advertiser wishes NHP to incorporate in a Automated Valuation Tool;
    6. Default Term: means a period of 12 months;
    7. Fees: means the sum of the Initial Fee, the Setup Fee and all subsequent Renewal Fees
    8. Initial Fee: means the fee payable by the Advertiser in respect of the preparation and provision of the Automated Valuation Tool for the Default Term – which shall be calculated by reference to (a) the number of physical branches operated by the Advertiser in respect of which the Automated Valuation Tool is to be used, and (b) the number of Specified Locations;
    9. Renewal Fee: means a fee payable by the Advertiser in respect of the provision of the Automated Valuation Tool for a Renewal Term, and which shall be calculated by reference to the same criteria as the Initial Fee;
    10. Renewal Term: means a period of 12 months;
    11. Services: means the provision of the Automated Valuation Tool and the licence permitting its use during the Term, which are to provided pursuant to the terms of this Agreement;
    12. Setup Fee: means a flat fee payable by the Advertiser to NHP as specified on the Website;
    13. Specified Locations: means online locations in which the Automated Valuation Tool may be displayed by the Advertiser, which shall be specified by the Advertiser to NHP at the time that it enters into this Agreement;
    14. Term: means the sum of the Default Term and all subsequent Renewal Terms;
    15. Website: means www.Nethouseprices.com
  2. The Services
    1. NHP shall, in accordance with the procedure set out below, prepare a Automated Valuation Tool for the Advertiser which uses the Branding provided by the Advertiser.
    2. The Advertiser shall promptly on accepting this Agreement submit, in the format specified by NHP, the Branding which it wishes NHP to use in the Automated Valuation Tool.
    3. NHP shall, within 14 days of receiving the Branding, create and deliver to the Advertiser a Automated Valuation Tool for use on the Advertiser Website. Unless otherwise agreed in writing between the two parties, NHP shall provide the Automated Valuation Tool in such format as it deems suitable.
    4. The Advertiser shall specify the Advertiser Website on which it wishes to display the Automated Valuation Tool at the time that it accepts the terms of this Agreement and pays the Initial Fee.
    5. In consideration of continued payment of the Fees NHP shall provide the Advertiser with an exclusive licence to display the Automated Valuation Tool at the Specified Locations during the Term. The Advertiser warrants that it will not attempt to subvert or undermine this licence by framing, or linking to, the Automated Valuation Tool from any other online location (without first obtaining specific permission and agreeing a fee for such linking with NHP). The Advertiser recognises that if it wishes to increase the number of online locations that direct to, or the physical branches that make use of, the Automated Valuation Tool, that NHP reserves the right to increase the Fees accordingly (on a pro-rate basis or otherwise).
    6. The Advertiser recognises that it shall not have any exclusivity in respect of the functionality of the Automated Valuation Tool. Third parties may enter into similar agreements with NHP to receive similar automated tools that have equivalent or similar functionality and which may feature the branding of such customers as appropriate.
    7. NHP shall be entitled to suspend the provision of the services set out in this Agreement at any time (including without limitation by suspending the use of the Automated Valuation Tool) without giving notice or incurring liability if:
      1. the Advertiser fails to pay any aspect of the Fees at the time that it becomes due or is otherwise in breach of its obligations hereunder;
      2. it considers that any part or aspect of the Branding and/or its incorporation within a Automated Valuation Tool is unlawful, offensive, incompatible with its systems, or otherwise likely to bring NHP’s business into disrepute;
      3. it is required to suspend provision of the Services by law;
      4. this Agreement is terminated for any reason.
  3. Warranties
    1. NHP warrants that the Automated Valuation Tool will enable users to search and view the prices of properties listed for sale or for rent in specified postcodes, as well as displaying recent sold prices of properties in those postcodes. NHP obtains all data displayed via the Automated Valuation Tool from third parties and public registries and makes no warranty in respect of the accuracy or completeness of that data nor grant to the Advertiser any rights in that data (or any database from which it may have been extracted) that go beyond the Advertiser’s licence to display that data on its website via the Automated Valuation Tool.
    2. The Advertiser warrants that it will not modify, decompile or otherwise reverse engineer the Automated Valuation Tool save as expressly permitted by NHP in writing. The Automated Valuation Tool is provided for use ‘as is’ and is not provided as a template or module for the development of, or for integration into, other software products.
  4. Payment
    1. The relevant Setup Fee, payable in respect of the development and provision of the Automated Valuation Tool, and the Initial Fee, payable in respect of the display of the Automated Valuation Tool, shall be displayed to the Advertiser before the Advertiser is given the option to make and confirm its order. The Renewal Fee shall be displayed to the Advertiser before the Advertiser is given the option to continue displaying the Automated Valuation Tool beyond the Default Term.
    2. Payment of the Initial Fee shall be made at the point that the Advertiser confirms its order for the development of the Automated Valuation Tool.
    3. Payment of the Renewal Fee will be taken prior to the commencement of any Renewal Period.
  5. Term and Termination
    1. This Agreement shall come into force for the Default Term and shall thereafter be automatically renewed for a Renewal Term at the conclusion of the Default Term and again at the conclusion of each subsequent Renewal Term; until either party gives the other notice that it wishes this Agreement to terminate this at the conclusion of the then current Default or Renewal term no less than thirty (30) days prior to the conclusion of that period.
    2. 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.
    3. If the Agent Agreement is terminated NHP reserves the right to immediately terminate this Agreement without notice by suspending the provision of services pursuant to its terms.
    4. 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.
    5. Termination of this Agreement shall cause the licence granted to the Advertiser to use the Automated Valuation Tool to terminate on the same date. The Advertiser warrants that on termination of this Agreement it shall immediately cease using the Automated Valuation Tool and shall remove it from the Advertiser Website.
  6. Liability
    1. The parties agree that the limitations on their respective liabilities shall be as set out in the Agent Agreement, in its clause 6 and more generally.
  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 by the Branding (in its own right or by virtue of its incorporation into a Automated Valuation Tool);
      2. the Advertiser providing any Branding 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.
  8. 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 1999 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.

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