Definitions
In these Member Terms and Conditions, the following definitions shall apply:
“Agent” means a real estate agent;
“Business Day” means any day other than a Saturday, Sunday or public holiday in the British Virgin Islands;
“Business Hours” means between the hours of 9:00am to 5:00pm (UTC -4) on a Business Day;
“Content” means any content and materials made available by, on behalf or on the instruction of, the Member to 284Properties, including (without limitation) property details, any intellectual property rights, Lead Content, Photograph Content and Video Content;
“Contract” or “Agreement” means a contract for Services between 284Properties and the Member governed by these Member Terms and Conditions, the Membership Form and, where appropriate, Product Specific Terms and Conditions;
“Controller” is defined in the Data Protection Act 2021;
“Data Subject” is defined in the Data Protection Act 2021;
“Data Subject Rights” means the rights of Data Subjects set out in the Data Protection Act 2021;
“Developer” means a property developer, agencies which act on behalf of a property developer, housing associations;
“Data Protection Act 2021“ (DPA) means a legal framework to ensure the protection of personal data collected and processed by public and private bodies, and any successor legislation enacted in the British Virgin Islands;
“Fees” means the amounts due to 284Properties by the Member under the Contract and set out or calculated in accordance with the Membership Form (as varied from time to time in accordance with clause 4.9);
“Force Majeure Event” means an Act of God; war; riot, civil commotion; strike, lockout or other labour disturbance (not including those involving the party’s employees); or any other circumstances beyond the control of the party seeking to invoke Force Majeure which include outbreak of epidemics and infectious diseases such as plagues, quarantine restrictions or restrictions against entry into any country where services or materials are being obtained or delivered and which operate to frustrate the Contract;
“Initial Term” means an initial term of the Contract, if any, as set out in the Membership Form or agreed by the parties in writing;
“Lead” means either an email or telephone call received by the Member from any person who has contacted the Member using the contact form or contact details supplied on the Website;
“Lead Content” means any data or information generated by or resulting from the activities of a Lead;
“Logo” means the 284Properties logo or any other logo as 284Properties may from time to time provide to the Member;
“Marketing Materials” means the marketing materials provided to the Member by 284Properties or any for the purpose of promoting the Services;
“Member” means the Agent, the Online Agent, the Property Owner or the Developer set out in the Membership Form;
“Minimum Term” any minimum order period or term (other than the Initial Term or Renewal Term) for Services as set out in a Services Amendment Form;
“Online Agent” means a real estate agent that operates primarily via a website (rather than a physical branch) and/or does not operate through a local office network;
“Membership Form” means the Membership Form for Services (as agreed, amended or added to from time to time) indicating the Services to be provided under the Contract together with any specific terms relating to Fees or portal obligations;
“Personal Data” is defined by the Data Protection Act;
“Photograph Content” means any Content in a photograph format;
“Photograph Content Criteria” means the Photograph Content criteria notified to the Member from time to time;
“Processor” is defined in the Data Protection Act;
“Product Specific Terms and Conditions” means additional terms and conditions that relate to specific Services provided by 284Properties and to which, in addition to these Member Terms and Condition, the Member shall be subject whilst in receipt of such Services;
“Relevant Requirements” means all applicable laws, statutes, regulations, and codes;
“Renewal Term” has the meaning set out in clause 7.1;
“Services” means the services to be provided by 284Properties as set out in the Membership Form and which may include any, or a combination, of the following:
- facilitating the upload by the Member of property details (including images) to the Website;
- displaying the Member’s properties on the Website;
- providing the Member with a listing within the directory on the Website;
- providing Leads to the Member;
- providing advertising services to the Member;
- providing reports and access to reporting tools to the Member; and
- any other services provided by 284Properties from time to time.
“Services Amendment Form” means a services amendment form, additional products Membership Form or purchase Membership Form or any other form provided by 284Properties and signed by the Member indicating an amendment or addition to the type or level of Services set out in the Membership Form;
“Start Date” means a start date for the Contract as may be specified in the Membership Form;
“Unique User” means a uniquely identifiable visitor to the Website within any calendar month;
“Upload Systems” means any system made available by 284Properties to the Member to facilitate the supply of Content to the Website;
“Video Content” means any audio-visual multimedia Content in a video format;
“Video Content Criteria” means the Video Content criteria notified to the Member from time to time;
“Website” means any mobile application, the website located at www.284Properties.com;
“284Properties” or “the Company” means 284Properties, the property portal.
1. Contract between 284Properties and the Member
1.1 No Contract shall subsist until:
1.1.1 unless waived by 284Properties, a Membership Form completed and signed by the Member is received by 284Properties; and
1.1.2 the later of the Start Date (if any) and 284Properties commencing provision of Services (whether by facilitating display of Content on the Website or otherwise),
whereupon 284Properties and the Member shall be deemed to have entered a legally binding Contract on the Member Terms and Conditions set out herein and any relevant Product Specific Terms and Conditions.
1.2 The Contract shall be between 284Properties and the Member, and shall comprise the Membership Form, these Member Terms and Conditions and any relevant Product Specific Terms and Conditions to which the Member is subject which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions and all other terms and conditions (including any which the Member purports to apply under any purchase order, confirmation of order or other document).
Each party acknowledges that, in entering the Contract, it does not rely on anything that is not set out in the Membership Form, these Member Terms and Conditions and any relevant Product Specific Terms and Conditions.
1.3 In the event of any conflict between these Member Terms and Conditions and the Membership Form, these Member Terms and Conditions shall prevail and in the event of any conflict between these Member Terms and Conditions and any Product Specific Terms and Conditions, these Member Terms and Conditions shall prevail save where they relate to a matter pertaining to Services to which any relevant Product Specific Terms and Conditions relate whereupon such Product Specific Terms and Conditions shall prevail.
1.4 All Contracts between 284Properties and a Member shall be governed by these Member Terms and Conditions and any relevant Product Specific Terms and Conditions, and any variation thereof shall have no effect unless expressly agreed in writing and signed by 284Properties.
1.5 From time to time, 284Properties may amend these Member Terms and Conditions and any Product Specific Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time. Any changes will be posted on the Website.
1.6 284Properties reserves the right to reject any Membership Form and/or refuse to enter a Contract or provide any Services to a third party at its absolute discretion, including where it believes:
1.6.1 that party is not providing the services of an Agent, Online Agent, Property Owner, Developer or
1.6.2 that the quality of its Content is not or will not be of a professional standard commensurate with that of its Members generally.
2. Services
2.1 Subject to these Member Terms and Conditions and any relevant Product Specific Terms and Conditions, 284Properties will provide the Member with the Services in accordance with the Membership Form.
2.2 284Properties may vary the Services from time to time at its absolute discretion and the Member shall be notified of any such variations where necessary. Any changes will be posted on the Website.
3. Content and Obligations
3.1 The Member warrants and represents that:
3.1.1 it is an Agent, Online Agent, Property Owner or Developer and that it does not act as a consumer in relation to the Contract;
3.1.2 any individual who has signed and/or otherwise agreed to these Member Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Member;
3.1.3 Content will comply with all applicable laws, regulations and codes of practice in the British Virgin Islands and any compliance guidelines published or made available by 284Properties from time to time, will not be defamatory, misleading, discriminatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data;
3.1.4 any Video Content will:
3.1.4.1 be of a good quality in 284Properties’s reasonable opinion and comply with the Video Content Criteria;
3.1.4.2 only contain images related to the relevant property;
3.1.4.3 not contain any promotion of the Member, except for its own logo; and
3.1.4.4 not contain any advertisements of any other products or services of the Member or any third parties, except for a ‘powered by’ logo of the production company.
For the avoidance of doubt, Video Content displayed on the Member’s own profile page may contain promotion of other services that the Member provides;
3.1.5 any Photograph Content will:
3.1.5.1 be of a good quality in 284Properties’s reasonable opinion and comply with the Photograph Content Criteria;
3.1.5.2 only contain the Member’s profile photograph(s) or images related to the relevant property;
3.1.5.3 not contain any promotion of the Member; and
3.1.5.4 not contain any advertisements of any other products or services of the Member or any third parties;
3.1.6 it is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Member’s knowledge and belief and the Member shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as 284Properties shall reasonably require to identify and remedy any unauthorized use of Content;
3.1.7 within no more than 3 Business Days of:
3.1.7.1 a property going “under offer”;
3.1.7.2 a sale or leasing/renting contract being entered into in respect of a property; or
3.1.7.3 the property being taken off the market, the Member will either alter the status of the property details in the upload provided to 284Properties so that it may be displayed as “under offer” “sold” or “rented” as appropriate on the Website or will remove the property from the upload provided to 284Properties so that it is no longer displayed on the Website;
3.1.8 it has the authority to market the properties in the Content;
3.1.9 it holds all necessary authorities, consents and licenses necessary to use, display, reproduce, publish the Content and has authority to and grants 284Properties a license of the Content on the terms set out in clause 3.2);
3.1.10 it has read and will abide by all notices posted on the Website from time to time that are relevant to the provision of the Services;
3.1.11 it shall not use 284Properties’s name or any Logos, trade or services marks of 284Properties in a defamatory or derogatory manner or in any way that might bring 284Properties or its directors or employees into disrepute nor shall the Member misuse or deface (or allow to be misused or defaced) any Marketing Materials provided to it;
3.1.12 it will abide by any applicable industry code of conduct, recommendations or guidelines issued by any relevant trade organization and will abide by all applicable laws and regulations applying to or affecting Members;
3.1.13 it will provide a contactable telephone number and shall ensure that the majority of calls made to that telephone number are answered in person and;
3.1.14 it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by 284Properties from time to time. The member agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information.
3.2 The Member grants 284Properties a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt, and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom).
This license shall survive termination of the Contract, but (for the avoidance of doubt) shall have no effect on the Member’s rights (or its licensor’s rights, as applicable) in respect of such Content or data, save to the extent specified herein. The Member agrees that 284Properties may, but shall not be required to, identify the Member as the source of the Content on the Website or in any other medium through which the Content or any derivative thereof is published or displayed.
3.3 284Properties:
3.3.1 may in its absolute discretion, at any time, remove, cause to be removed or decline to display any Content on the Website which fails to comply with the terms of this Contract, and shall notify the Member of such decision either prior to, or at the time of, the relevant Content being removed or rejected;
3.3.2 may without prejudice to 284Properties’s right as set out in clause 3.3.1 above, require the Content to be amended at any time if 284Properties considers or has reason to believe that the Member is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise; and
3.3.3 reserves the right to charge the Member for additional fees or in a manner it deems appropriate or on a per property basis if 284Properties has reason to believe that Content uploaded by the Member is in breach of clause 3.1 above.
3.4 The Member acknowledges and agrees that:
3.4.1 it will continue to be bound by these Member Terms irrespective of whether:
3.4.1.1 the individual who has signed and/or agreed to the Member Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Member or subsequently ceases to be authorised to act on behalf of the Member; or
3.4.1.2 the whole or substantially whole of the Member’s assets are sold or transferred to a different legal entity;
3.4.2 284Properties shall not be under any obligation to monitor or censor the Content that appears on the Website but 284Properties reserves the right to do so;
3.4.3 284Properties is not responsible for any error or omissions in any Content;
3.4.4. as part of the Services the Member may be provided with access to data including that derived from the content and data provided by 284Properties’s Members and other third parties. 284Properties takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Member as, comprehensive but an aggregation of the content and data available to 284Properties at the time of provision and available to the Member in accordance with its level of membership;
3.4.5 technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website or to the Upload Systems. 284Properties makes no representation or warranty that the Website, the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website, Services, the Content or Upload Systems will be free from error and while 284Properties will make reasonable endeavours to notify the Member in advance, it may suspend temporarily or alter the operation of the Website, Services or the Upload System without notice to the Member;
3.4.6 it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website;
3.4.7 transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which 284Properties shall not be responsible;
3.4.8 from time to time 284Properties shall be entitled to increase the fees payable by the Member in the event that, following an assessment by 284Properties, it is determined by 284Properties that the number of properties displayed on the Website on behalf of the Member has increased such that the number of properties exceeds the average for Members of a similar type.
3.4.9 284Properties may limit the number of photographs that may be displayed by the Member to 20 images per property;
3.4.10 in providing the Services, and in order to provide information about other products and services, 284Properties may, unless otherwise agreed in writing by 284Properties and the Member, contact the Member by post, telephone, electronic means, including e-mail and other electronic media and the Member shall maintain a valid working e-mail address and shall immediately notify the Company of any change of e-mail addresses;
3.4.11 it shall for the duration of the Contract, take reasonable steps to promote the Website to its customers and display any Marketing Materials provided by 284Properties at its premises, provide a link on its website to the Website and include the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, 284Properties grants the Member a non-exclusive licence for the duration of the Contract to use, display and copy the Logo, 284Properties name and any trade or services marks used by 284Properties and copyright (or other intellectual property rights) contained in the Marketing Material; and
3.4.12 all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website vest in 284Properties and/or its licensors and that the Member has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract.
3.5 Any third party, purporting to act as agent for or on behalf of a prospective Member, contracting with 284Properties for the provision for Services warrants and represents that it has the full and valid authority of that prospective Member to bind it and to the extent that:
3.5.1 that third party exceeds its authority; and/or
3.5.2 the prospective Member refuses to such pay any Fees or charges, that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.
3.6 The Member shall not publish, disclose, reproduce, or create any derivative works from any information obtained pursuant to the Member’s use of the Services unless expressly agreed in writing by 284Properties.
3.7 The Member shall promptly notify 284Properties in writing in the event:
3.7.1 there are no longer any properties left for sale or rent; or
3.7.2 it decides that a property should no longer be listed for any reason.
4. Fees
4.1 Subject to any express terms in the Membership Form, Fees and any other charges due hereunder shall be paid by the Member in accordance with these Member Terms and Conditions.
4.2 284Properties shall invoice the Member monthly in advance (or in arrears for Services provided either on a “one-off basis” or on a “Pay per List” basis) on or around the 1st day of each month and the invoice shall become payable 14 calendar days after the invoice date.
4.3 The Member shall pay the Fees in full without deduction or set-off, to 284Properties by the payment method agreed in writing by 284Properties on the due date. A Force Majeure Event shall not relieve a party of its duty to pay the Fees as they fall due under this Contract up to the date of termination and no refunds of Fees paid in advance shall be payable as a result of a Force Majeure Event.
4.4 If the Member fails to pay any amount due to 284Properties by the due date for payment, then:
4.4.1 284Properties reserves the right to charge interest daily on any outstanding amounts at the rate of 10%.
4.4.2 without prejudice to any other right or remedy available to 284Properties, 284Properties shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 7.4 or 7.6 respectively), remove any reference or prevent access to the Content submitted to the Website and/or prevent access to Lead Content and any other data generated in connection with the Member’s use of the Services until payment of all outstanding Fees and any associated charges is made in full.
4.5 284Properties reserves the right to charge the Member its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
4.6 284Properties reserves the right to require the Member to pay a deposit before making the Services available to the Member. If a deposit is required, it shall be repaid by 284Properties to the Member on termination of the Contract, subject to 284Properties being permitted to offset any amounts due from the Member under the Contract against any such deposit repayment.
4.7 284Properties does not guarantee the quality or quantity of Leads it provides to its Members. No refunds or credits will be given by 284Properties for failure to provide a certain number of Leads.
4.8 Where an Initial Term, Minimum Term or Renewal Term applies, 284Properties reserves the right to increase the Fees at the end of the Initial Term and each Renewal Term by giving 45 days’ notice to the Member.
4.9 Where no Initial Term, Minimum Term or Renewal Term applies, without prejudice to the generality of clause 1.3, and in addition to clauses 3.3.3, 284Properties reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days’ written notice to the Member. Any Services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.
5. Liability
5.1 All warranties and representations (whether express or implied) provided by 284Properties are, to the fullest extent permitted by law, excluded from the Contract.
5.2 Nothing in any Contract shall exclude or limit either party’s liability for:
5.2.1 death or personal injury caused by that party’s negligence;
5.2.2 fraud or fraudulent misrepresentation; or
5.2.3 any other liability which cannot be excluded or limited by law.
5.3 Subject to clause 5.2:
5.3.1 284Properties shall only be liable for direct losses arising out of or in connection with the Contract; and
5.3.2 284Properties total liability to the Member (whether in contract, tort or otherwise) arising out of or in connection with the Contract shall be limited to the aggregate amount of Fees paid by the Member in the 3 months immediately preceding the month in which the Member incurred the loss resulting in liability of 284Properties. This liability may be further limited by the relevant Product Specific Terms and Conditions in respect of any claim relating to Services to which those Product Specific Terms and Conditions apply.
5.4 284Properties shall not be liable for any liability caused by:
5.4.1 any breach of the Contract by the Member; or
5.4.2 the Member using, altering, or manipulating any data provided by 284Properties or changing the way such data are represented.
5.5 The Member shall indemnify 284Properties against all losses and expenses incurred by them in relation to any third party claim arising from the Content or misuse by the Member of the Services, except to the extent that the foregoing results directly from the negligence of 284Properties.
5.6 The Member shall have in place (where appropriate), contracts of insurance with reputable insurers incorporated in the British Virgin Islands to cover its obligations under these Member Terms and Conditions. On request, the Member shall supply, so far as is reasonable, evidence of the maintenance of the insurance and all of its terms from time to time applicable. The Member shall on request assign to 284Properties the benefit of such insurance.
5.7 The Member agrees that this clause 5 is fair and reasonable.
6. Confidentiality
6.1 Subject to clause 6.2, a party shall disclose information not in the public domain relating to the other only if:
6.1.1 the person to whom the disclosure is made needs the information in order for the disclosing party to carry out its obligations under this Agreement; or
6.1.2 the law so requires.
6.2 284Properties will be permitted to issue announcements and releases relating to the Contract, the transactions contemplated by it, the identity of the Member and the relationships between the parties without the prior consent of the Member.
7. Termination and effect of termination
7.1 Each Contract shall commence in accordance with clause 1.1 and shall continue until terminated in accordance with these Member Terms and Conditions. Save where an Initial Term or Minimum Term applies, the Contract shall continue for the Initial Term or Minimum Term (and if both apply for the longer of the two) (unless terminated in accordance with these Member Terms and Conditions), after which the Contract shall automatically renew for successive periods of 12 months (each a “Renewal Term”).
7.2 Termination
7.2.1 During an Initial Term, Minimum Term or Renewal Term, 284Properties or the Member shall only be entitled to terminate the Contract for convenience on at least one month’s notice, such termination to take effect on expiry of the Initial Term or Minimum Term (and if both apply on expiry of the last to expire of the two) or Renewal Term (as applicable).
For example, if a Contract starts on 15 January 2020 and has an Initial Term of 12 months, a Member cannot terminate the Contract until 14 January 2021. In order to terminate, the Member must serve written notice on or before 15 December 2020.
7.2.2 Where no Initial Term or Minimum Term is specified in the Membership Form, 284Properties or the Member shall only be entitled to terminate the Contract for convenience on at least one month’s notice to the other party, such notice to expire at the end of a calendar month.
For example, a Member may serve notice to terminate on 16 April 2020 but that notice shall not take effect until 31 May 2020 (being the last day of the calendar month following service of the notice).
7.3 Either party may terminate the Contract:
7.3.1 immediately by giving written notice to the other party if the other party persistently breaches the Contract; or
7.3.2 on 30 calendar days’ written notice to the other party if the other party is in material breach of this Contract save that if the other party remedies the breach to the satisfaction of the party which served the termination notice before the expiry of the 30 day notice period, the notice of termination shall be revoked (for the avoidance of doubt, any failure by the Member to pay any amount due to 284Properties on the due date for payment shall be considered a material breach for the purposes of this clause 7.3.2.
7.4 284Properties may terminate the Contract on 30 calendar days’ written notice to the Member in the event that, in 284Properties’s reasonable opinion, the Member’s financial position is such that the Member’s capability to adequately fulfil its obligations under the Contract is in material jeopardy.
7.5 Without limiting their other rights, 284Properties may immediately suspend the Services or access to or temporarily remove any Content from the Website (or cause any of those things to occur) if the Member breaches the Contract and fails to rectify that breach immediately following receipt of notice from 284Properties requesting it to do so.
7.6 On termination of the Contract for whatever reason:
7.6.1 all Fees and any other sums due from the Member to 284Properties shall immediately become payable and the Member shall immediately pay 284Properties such sums in full;
7.6.2 the licenses referred to in clause 3.2 (or contained in any Product Specific Terms and Conditions) shall immediately terminate;
7.6.3 the Member shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems; and
7.6.4 without prejudice to clause 10, the Member’s access to Content and all other data generated in connection with the Member’s use of the Services shall cease;
7.6.5 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination shall not be affected; and
7.6.6 any provision of the Contract which is expressed as surviving the Contract or which is required to survive the Contract to give effect to it shall survive termination.
8. Force majeure
8.1 Neither party shall breach the Contract by reason of any delay or failure in performance resulting from a Force Majeure Event. However, if the Force Majeure Event continues to cause a party to need relief from the impact of its delay or failure for one month or longer, the other party may terminate the Contract immediately by giving notice to the affected party.
9. Data Protection
9.1 If Leads passed to the Member by 284Properties contain Personal Data (the “Leads Personal Data”), the Member acknowledges that it will be the Controller of the copy of the Leads Personal Data that it receives and shall comply with the Data Protection Act in relation to the Leads Personal Data.
9.2 The Member warrants and represents that, if it provides 284Properties directly or indirectly with Personal Data relating to any individual it shall have obtained that individual’s consent to (i) process, use and store that Personal Data for the purpose of providing the Services and (ii) transmit that Personal Data to 284Properties and other third parties to process, use and store for the purpose of providing the Services.
9.3 The Member shall indemnify and keep indemnified 284Properties against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Member of its obligations under this clause 9.
10. Data
10.1 284Properties has access to the following data, which is provided in connection with, or is otherwise generated as a result of, the provision and use of the Services:
10.1.1 contact details of Members;
10.1.2 the Content, which is used by 284Properties in the provision of its Services for the Member and which may also be provided on an aggregated basis to third parties by 284Properties in its sole discretion for 284Properties’s wider business purposes, including (without limitation), for the purpose of increasing visitor traffic to the Website;
10.1.3 information relating to Leads as detailed further in the 284Properties Privacy Policy; and
10.1.4 cookie data, as detailed further in the 284Properties Cookie Policy.
10.2 Members shall not have access to any of 284Properties’s business generated information.
11. Content Display and Additional Services
11.1 Subject to the payment of all applicable Fees, Member’s properties are initially displayed as a result of searches carried out by Website users by reference to one or more objective criteria which are extracted from the Content. 284Properties reserves the right to change the objective criteria which are used to order the initial search results from time to time. Following a search by a Website user, each Website user may adjust the order in which properties are displayed according to their own unique requirements.
11.2 If a Member wishes to improve the visibility of their properties, 284Properties offers a range of add-on services to facilitate this and which may be purchased at an additional cost to the Member’s standard monthly Fee. The nature of these add-on services changes and develops over time and so to find out more about the options which are currently available, Members should contact their 284Properties Account Manager.
12. Ancillary Services
12.1 In addition to advertising properties, 284Properties provides a range of ancillary services via the Website which complement this core offering. 284Properties offers Members the opportunity to advertise ancillary services on the Website for an additional cost or as part of their subscription package. Members can contact their 284Properties Account Manager for more details of the Services available.
13. Compliance with Relevant Requirements
13.1 The Member shall:
13.1.1 comply with the Relevant Requirements;
13.1.1.1 not engage in any activity, practice or conduct which would constitute an offence;
13.1.1.2 have and shall maintain in place throughout the term of the Contract its own policies and procedures;
13.1.1.3 on 284Properties’s request, certify to 284Properties in writing signed by an officer of the Member, compliance with this clause 13 by the Member. The Member shall provide such supporting evidence of compliance as 284Properties may reasonably request.
13.2 Breach of this clause 13 shall be deemed a material breach.
14. Feedback and Complaints Procedure
14.1 284Properties has a process in place to deal with concerns which Members may have, including concerns regarding the Contract or the Services.
14.2 To contact 284Properties with any concerns, the Member should e-mail Member@284Properties.co.uk. 284Properties will endeavour to acknowledge the e-mail within 2 Business Days of its receipt and, where necessary, will request any additional information as 284Properties may deem necessary to investigate the concern. Each complaint will be investigated and assessed by 284Properties as soon as possible thereafter.
15. Equitable relief
15.1 The Member recognises that any breach or threatened breach of the Contract may cause 284Properties irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the 284Properties, the Member acknowledges and agrees that 284Properties is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
16. Set off
16.1 284Properties shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which the 284Properties has with the Member.
16.2 The Member shall pay all sums that it owes to Member under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
17. Further Assurance
17.1 The Member shall at the request of 284Properties, and at the Member’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
18. General
18.1 Nothing in these Member Terms and Conditions or any Product Specific Terms and Conditions is intended to establish an exclusive arrangement between the Member and 284Properties nor any partnership or appoint either party the agent of the other, or otherwise authorise either party to commit the other in any way whatsoever. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
18.2 The Member may not assign, subcontract or otherwise create any interest in any of its rights and obligations under the Contract without the prior written consent of 284Properties.
18.3 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 15.3 shall not affect the validity and enforceability of the rest of the Contract.
18.4 No failure or delay by 284Properties provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy by 284Properties shall preclude or restrict the further exercise of that or any other right or remedy.
18.5 Any notice given to party under or in connection with the Contract shall be in writing and shall be delivered by hand or by email to its nominated email address. Any notice will be deemed to have been received (i) if delivered by hand, on signature of a delivery receipt, or (ii) if sent by email, at the time of transmission. This clause 17.5 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.
18.6 A person who is not a party to this Agreement shall not have any rights under the Contracts to enforce any term of the Contract.
18.7 The construction, validity and performance of the Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.
Last updated 25 November 2022