NETHOUSEPRICES LIMITED

DATA FEED ADVERTISING AGREEMENT

Before you click on the "accept" button at the end of these Terms carefully read the Terms. Clicking the "accept" button indicates your acceptance of these Terms and you are consenting to be bound by these Terms. If you do not accept or understand these Terms you will not be able to proceed. These Terms comprise a binding agreement ("Agreement") between: (1) NETHOUSEPRICES LIMITED ("NHP") whose registered office is Avon House, 46 High Street, Ringwood, Hampshire, BH24 1AG: and (2) you ("the ADVERTISER").

 

1. The Services

• 1.1. For a period of 12 months, the Advertiser agrees to provide the Advertising Content electronically by data feed ("Data Feed") or manual upload ("Manual Upload") to NHP so that such Advertising Content can be advertised by NHP ("Advertising Services / Services") on the web site of NHP for the duration of the Advertising Period. The Services (as defined below) may be provided by NHP. NHP does not guarantee that the Services shall lead to a successful advertising campaign.
• 1.2. Advertising Content includes all properties currently advertised by Advertiser in the UK for sale and to let. This will include text, 10 media items; such as images, pictures, floorplans and virtual tours.
• 1.3. The Advertising Content provided by a Data Feed or Manual Upload may be deleted by NHP: (i) at the end of the Advertising Period; or (ii) when a new Data Feed or Manual Upload is uploaded to the NHP Site by the Advertiser updating a previous Data Feed; or (iii) at any time after the expiry of 14 days of consecutive inactivity (commencing at any time after the date of the relevant Data Feed or Manual Upload). (iv) in the opinion of NHP it is reasonable to do so.
• 1.4. After a period of 7 days of inactivity from the date of the relevant data feed or manual upload, the advertising content will be unpublished (made temporarily unavailable but still accessible by the Advertiser) by NHP systems and it will be the responsibility of the Advertiser to update their records.
• 1.5. The Advertiser shall at all times be liable and responsible for the content of the Advertising Content (whether or not published to the NHP Site) and shall only publish content where it has the right to do so and shall regularly check the NHP website to ensure that the Advertising Content is correct and shall keep all necessary back ups of such information. NHP shall not be liable or responsible for checking the Advertising Content to ensure it is correct, accurate and complete or that it does not contain any errors. NHP shall not be liable for any errors, mistakes or omissions in respect of the Advertising Content. The Advertiser shall indemnify NHP from any claims arising in relation to the Advertising Content, save as a result of the negligence or breach of contract by NHP.
• 1.6. The Advertiser may itself delete, update or renew all or part of any Advertising Content from the NHP Site by uploading a new Data Feed or Manual Upload to the NHP Site. NHP may delete all or any part of the Advertising Content from the NHP Site if in NHP's opinion such Advertising Content: is likely to, or does, breach any applicable law or regulation; the Advertiser has breached or threatened to breach these General Terms; 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 NHP considers to be reasonable.
• 1.7. NHP may delete or amend or refuse to publish any Advertising Content without any reason, at any time.

2. Payment

At present this service is free. NHP reserve the right to introduce charges for the Services, but such charges will only apply to Services provided after the expiry of not less than 30 days prior notice of the introduction of such charges. In the event that the charges are not approved by the Advertiser then the Advertiser shall be entitled to terminate this agreement by giving 15 days prior notice (and for the avoidance of doubt such new prices shall not apply to the Services provided prior to the expiry of such 15 days notice, but shall apply if the Advertiser does not serve such notice).

• 2.1. 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 alter the operation of the NHP Site, for legal or technical reasons or operational reasons.
• 2.2. The Advertiser shall not use the NHP Site 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. Given that it is a free service the Advertiser agrees that NHP shall be entitled to apply additional terms on the use of the system on 30 days notice, and the Advertiser agrees to meet such new terms or cease using the site.
• 2.3. 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.

3. Term and Termination

• 3.1. This Agreement shall come into force for an initial period of 12 months also known as the "Advertising Period" from the start date (the "initial term ") The Advertiser has the right to terminate the agreement subject to providing 15 days written notice after 3 months. NHP may terminate this Agreement on 7 days prior notice. Either Party may at any time, by notice in writing, terminate this Agreement forthwith, in accordance with this Clause 4.1, 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, and 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.
• 3.2. Termination in accordance with Clause 4 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.

4. Liability

• 4.1. Notwithstanding any other clause neither Party excludes liability for the following: (a) death or personal injury caused by such Party to the extent to which it arises from such Party's negligence or breach of contract; (b) any fraudulent pre-contractual misrepresentations made by such Party ; and (c) any other liability which by law cannot be excluded.
• 4.2. In no event shall NHP or any affiliate of NHP be liable for: (i) any damages caused by the failure of the Advertiser to perform its obligations under this Agreement; (ii) the Advertising Content provided by the Advertiser; (iii) any damage or loss of any materials (in electronic or other form) supplied by the Advertiser for the purposes of this Agreement; (iv) the termination of this Agreement; (v) the cancellation, deletion or suspension of any Advertising Content in accordance with this Agreement by either Party; (vi) temporary interruptions, errors, delays or restrictions to the NHP Web Site or (vii) save as otherwise set out in Clause 4.3 below, any damages arising out of this Agreement.
• 4.3. NHP shall not be liable to the Advertiser in contract, tort, negligence or otherwise for: (a) any economic loss, (including without limitation, loss of revenue, business, contracts, profits or anticipated savings); (b) any loss of goodwill or reputation; (c) any loss of data; or (d) any special, indirect or consequential loss.
• 4.4. NHPs entire aggregate liability 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.
• 4.5. 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.

5. Indemnity

• 5.1. The Advertiser shall fully indemnify NHP against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including - but not limited to - reasonable costs and disbursements on a solicitor and client basis) arising from or incurred due to: (a) 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; (b) 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 (c) 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.

6. Personal Data Warranty

• 6.1. 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. Save as otherwise set out in this Agreement, NHP warrants that save as is necessary for the operation of its business it shall not process any of the Advertiser Personal Data except in accordance with the instructions of the Advertiser, which shall include the terms and conditions of this Agreement. NHP warrants that it shall comply with the seventh principle of data protection as described under the DPA subject to the provisions of Paragraph 9 of Part II of Schedule 1 of the DPA.
• 6.2. 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", Avon House, 46 High Street, Ringwood, Hampshire, BH24 1AG. 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.

7. General

• 7.1. No variation or amendment to this agreement shall be valid unless it has been electronically authorised by both parties. The Advertiser agrees that it is their responsibility to respond electronically if requested regarding any variation or amendments to this Agreement within 5 working days. If the Advertiser should not agree, clause 3.1 shall apply.
• 7.2. 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
• 7.3. 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);
• 7.4. 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.
• 7.5. 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.
• 7.6. 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.
• 7.7. At the time of execution of this Agreement, the Advertiser warrants that this Agreement has been duly authorised, executed and delivered by the Advertiser.
• 7.8. This Agreement is governed by the laws of England, and subject to the exclusive jurisdiction of the Courts of England.

Nethouseprices Limited.

Avon House, 46, High Street, Ringwood, Hampshire, BH24 1AG.