SIMPLY CONVEYANCING - Licence Agreement

• 1 Introduction and definitions
  • 1.1  We are Simply Conveyancing Panel Management Limited (trading as part of the Simply Conveyancing Group), a company registered in England and Wales under company registration 07069214. Our registered office is at 3 Caxton Close, Drayton Fields Industrial Estate, Daventry, NN11 8RT. These licence agreement terms explain how you may use our websites and software and apply between SCPM (we, us or our) and you, the person accessing or using the site (you or your).
  • 1.2  This licence agreement governs your use of this site (the Website) (our Agreement), which has been provided by us to be used in conjunction with services provided by other companies within the Simply Conveyancing Group. You should read this licence agreement carefully before using the Website as it operates as “click wrap” terms or “click through” meaning your continued use of the Website indicates your assent to the Agreement.
    If you do not agree with any of these terms therefore you should stop using the Website immediately.
  • 1.3  This Agreement is not intended to set aside or transcend any other contract between us (such as for the provision of legal services or a partnership arrangement).
  • 1.4  We each warrant to the other that we respectively have the right, power and authority to enter into the Agreement and to grant to the other the rights contemplated in the Agreement and to perform the obligations described in the Agreement.
  • 1.5  For the purpose of this Agreement:
    • 1.5.1  reference to User Data is intended to mean all data (in any form) that is provided to the us or uploaded or hosted on any part of the Website by you or (or any Authorised Affiliate). User Data may be comprised of personal data, privileged information, confidential corporate information or other information and in any instance shall be processed in accordance with these licence agreement terms and the Simply Conveyancing Group Privacy Notice;
    • 1.5.2  reference to our Confidential Information we intend that to mean all information (whether in oral, written or electronic form) relating to our business including information relating to our technology, know-how, intellectual property rights, assets, finances, strategy, products, pricing terms, user manuals and customers;
    • 1.5.3  reference to Intellectual Property Rights we intend that to mean all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, logos, design and design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights.
  • 1.6  We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide Website updates, product support, and other services related to the Website. We may also use this information to improve our products or services. We will only use any such data that is personal information in accordance with the Simply Conveyancing Group Privacy Notice.
  • 1.7  If you have any questions about the Website you may contact us at: info@simplyconveyancing.co.uk
    If you have a query or concern about how the Website processes your personal data you should contact dpo@simplyconveyancing.co.uk
• 2  Website Availability and Use
  • 2.1  The Website is for initiating and monitoring property transactions in England & Wales and/or the initiating and producing Energy Performance Certificates relating to properties in the United Kingdom. The Website is not intended for use outside of the England & Wales, and we make no promise that the Website will be available in locations outside of the United Kingdom.
  • 2.2  Access to the Website may be subject to delays, interruptions, errors or other problems resulting from use of the internet or public electronic communications networks used by the parties or third parties. You acknowledge that such risks are inherent in cloud services and that we shall have no liability for any such delays, interruptions, errors or other problems. You further acknowledge that any other contract between us or you and another company within the Simply Conveyancing Group is contingent upon the availability of the Website.
  • 2.3  Any content derived from the Website is for general information purposes only, except where it expressly refers to the progress of a transaction you have contracted with a Simply Conveyancing Group company to undertake. All general information supplied does not constitute bespoke legal or financial advice and you should use your own independent judgment before relying on it.
  • 2.4  The Website may contain hyperlinks to third party websites. You acknowledge that we have no control over these third-party websites and accept no responsibility for any content, material or information contained in them. The display of a hyperlink and reference to any third-party advertising or website does not mean that we endorse that third party’s website, product or services. Your use of a third-party website shall be governed by the terms and privacy conditions of that third party website.
  • 2.5  We reserve the right to vary this licence agreement from time to time. Our licence agreement terms shall be displayed on the Website and by continuing use and access of the Website you are agreeing to be bound by any variation of this Agreement. It is your responsibility to check these licence agreement terms from time to time.
  • 2.6 You agree to indemnify, keep indemnified and hold harmless the Simply Conveyancing Group from and against any losses, claims, damages, liability (including data protection losses), costs (including legal and other professional fees) and expenses incurred by you or (or your Authorised Affiliates) as a result of your breach of any of your obligations under this Agreement.
• 3  Authorised Users
  • 3.1  Use of the Website requires users to register as an Authorised User. We are not obliged to permit anyone to register and we may refuse, terminate or suspend registration to anyone at any time.
  • 3.2  By registering as an Authorised User you are acknowledging that your personal data will be processed in accordance with the Simply Conveyancing Group Privacy Notice. You further agree that you will not share or make public your individual login details. If you knowingly share your login details with a third party who is not authorised to access the Website we may suspend or terminate your access.
  • 3.3  Where an Authorised User is an Introducing Partner, a Simply Conveyancing Panel Law Firm or a Partner Assessor that Authorised User may permit its employees or contractors to access the Website on its behalf as Authorised Affiliates, subject to the following:
    • 3.3.1  The Authorised User shall ensure that Authorised Affiliates are, at all times while they have access to the Website, the employees or contractors of the Authorised User.
    • 3.3.2  The Authorised User shall keep a list of all Authorised Affiliates and shall notify us within 5 days if any updates to any list of Authorised Affiliates are made or required, including when Authorised Affiliates cease to be employed or engaged by an Authorised User.
    • 3.3.3  The Authorised User shall be liable for the acts and omissions of the Authorised Affiliates as if they were its own.
    • 3.3.4  The Authorised User shall procure that each Authorised Affiliate is aware of, and complies with, the obligations and restrictions imposed on the Authorised User under these terms and conditions and any associated agreement between it and the Simply Conveyancing Group pertaining to partnership and data sharing.
  • 3.4  We may suspend access to the Website (or any part) to all or some of the Authorised Users (or Authorised Affiliates) if:
    • 3.4.1  we suspect that there has been any misuse of the Website or breach of these terms and condition;
    • 3.4.2  you fail pay any sums due to us under any associated contract (such as for the provision of legal services or a partnership arrangement) by the due date for payment; or
    • 3.4.3  required by law, by court or governmental or regulatory order.
• 4  Acceptable Use Policy
  • 4.1  For the purpose of the foregoing we intend the term “virus” to mean any virus, disabling code (including code intended to limit or prevent any use of any software or system) or other malicious software (including malware, Trojan horses, ransomware and spyware).
  • 4.2  Only Authorised Users (and their Authorised Affiliates) are permitted to access the Website. If any password has been provided to an individual that is not an Authorised User, you agree to notify us immediately and to take steps, without delay, to disable compromised passwords.
  • 4.3  As a condition of your use of the Website you agree (on your own behalf and on behalf of all Authorised Affiliates) not to use it:
    • 4.3.1  for any purpose that is unlawful (including the promotion of an unlawful or immoral activity) or otherwise prohibited by these licence agreement terms;
    • 4.3.2  to commit any act or fraud;
    • 4.3.3  to distribute any virus;
    • 4.3.4  for the purposes of promoting unsolicited advertising or sending spam or malicious communications;
    • 4.3.5  to simulate communications from us or any company within the Simply Conveyancing Group in order to collect identity information, authentication credentials or other information (“phishing”);
    • 4.3.6  in any manner that disrupts the operations, business, equipment, websites or systems of the Simply Conveyancing Group (including any denial of service and similar attacks);
    • 4.3.7  in any manner that may harm or endanger another person or otherwise cause loss to any tangible property or the environment;
    • 4.3.8  to represent or suggest that the Simply Conveyancing Group endorses any business, product or service, except where we have separately agreed this in writing;
    • 4.3.9  to gain unauthorised access or to use any computers, data, systems, accounts or networks of the Simply Conveyancing Group or any third party;
    • 4.3.10  to attempt to circumvent any security controls or mechanisms including password or user authentication methods; or
    • 4.3.11  in any manner which does not comply with the Intellectual Property Rights contained in these licence agreement terms.
  • 4.4  You are not authorised to copy, reverse engineer, decompile, disassemble, decrypt, modify or otherwise attempt to discover the source code of the Website or other peripheral mechanisms.
• 5  Communication Standards
  • 5.1  The Website shall be used to communicate with employees, representatives and partners of the Simply Conveyancing Group. You agree that any communication you transmit through the Website shall not be:
    • 5.1.1  obscene, seditious, vulgar, pornographic, sexually explicit or deceptive;
    • 5.1.2  abusive, threatening, offensive, harassing or invasive of privacy;
    • 5.1.3  racist, sexist or xenophobic;
    • 5.1.4  liable to offend religious sentiments or deeply held beliefs; or
    • 5.1.5  likely to cause offence, embarrassment or annoyance to anyone.
  • 5.2  You further agree that your communications shall not infringe or impede the intellectual property rights of a third party and further shall be:
    • 5.2.1  free of any virus;
    • 5.2.2  factually accurate; or
    • 5.2.3  provided with all necessary consents and authority of any relevant third party.
• 6  Our obligations to you
  • 6.1  We warrant that your use of the Website and its content shall not infringe the Intellectual Property Rights of a third party. If you believe that any content is inappropriate, defamatory or otherwise infringes the rights of a third party you should contact us immediately.
  • 6.2  We will endeavour to make sure the Website is secure at all times. We will operate the Website and process all personal data collected via it in accordance with the Simply Conveyancing Group Privacy Notice.
  • 6.3  We shall not be liable to you for any loss or damage that was not a foreseeable consequence of your use of the Website. Nor shall we be liable for any loss or damage not caused by our negligence. Nothing in these terms excludes or limits our liability for any death or personal injury caused by our negligence, liability for fraud or fraudulent misrepresentation, or any other liability that the law does not allow us to exclude or limit.
• 7  User Data and Confidentiality
  • 7.1  We warrant that we shall maintain the confidentiality of the User Data and will not disclose or share User Data other than in accordance with our Agreement, another agreement between us (such as for the provision of legal services or a partnership arrangement) or the associated Simply Conveyancing Group Privacy Notice.
  • 7.2  You agree to maintain our Confidential Information and shall not (without our prior written consent) disclose, copy or modify our Confidential Information or permit others to do so other than as necessary for the performance of express rights and obligations under this Agreement or another agreement between us (such as for the provision of legal services or a partnership arrangement).
  • 7.3  Where the you are an Introducing Partner, a Simply Conveyancing Panel Law Firm or a Partner Assessor you agree to ensure that you and all your employees or contractors:
    • 7.3.1  only disclose our Confidential Information and the User Data of others only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under these terms and conditions or other agreement;
    • 7.3.2  procure that such persons are made aware of and agree in writing to observe the obligations in this clause; and
    • 7.3.3  be responsible for the acts and omissions of those third parties referred to in this clause as if they were your own acts or omissions.
  • 7.4  You agree to give us notice in the event you become aware of any unauthorised use, disclosure, theft or loss of our Confidential Information.
  • 7.5  The provisions of clause 7.2 and 7.3 shall not apply to information which:
    • 7.5.1  is or comes into the public domain through no fault of the you, your officers, employees, agents or contractors;
    • 7.5.2  is lawfully received by you from a third party free of any obligation of confidence at the time of its disclosure;
    • 7.5.3  is independently developed by you without access to or use of our Confidential Information; or
    • 7.5.4  is required by law, by court or governmental or regulatory order to be disclosed provided that you, where possible, notifies us at the earliest opportunity before making any disclosure.
• 8  Intellectual Property
  • 8.1  You agree that all Intellectual Property Rights and, in any text, images, video, audio or other multimedia content, software or other information accessible from the Website (Content) belong to and shall remain vested in us or any relevant third-party owner.
  • 8.2  Nothing in this Agreement grants you any legal rights to the Website or Content other than as necessary for you to access it or as may be acquired by you pursuant to another agreement between us (such as for the provision of legal services or a partnership arrangement). For the avoidance of doubt acquisition of Intellectual Property Rights will never include rights in relation to the Website in relation to which 4.4 shall always apply.
  • 8.3  User Data shall at all times remain the property of you or your licensors. You grant a royalty-free, non-transferable, non-exclusive licence us to use, copy and other otherwise utilise the User Data to the extent necessary to provide access to the Website or to perform rights, remedies and obligations under this Agreement or any other agreement between us (such as for the provision of legal services or a partnership arrangement). Where you are unable to do so you agree not to supply User Data that infringes or impedes the intellectual property rights of a third party (5.2)
  • 8.4  You agree that we may use any feedback and suggestions for improvement relating to the Website provided by you (or Authorised Affiliates) without charge or limitation (Feedback). You agree to assign (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) us at the time such Feedback is first provided to us.
• 9  Use of our Applications
  • 9.1  The following provisions apply to applications created by us which you download on to your own device (Software). You must be at least 13 years old and resident in the UK to use the Software. Using the Software in an unlawful way (such as reproducing or redistributing it in a way that breaches this Agreement is expressly prohibited and may result in civil and criminal penalties.
  • 9.2  You are not permitted to:
    • 9.2.1  modify the Software’s code in any way, including inserting new code, either directly or through the use of another piece of software;
    • 9.2.2  deliberately attempt to avoid, manipulate or interfere with any security features included in the Software;
    • 9.2.3  pretend that the Software is your own or make it available for others to download or use in whatever form (including by way of copying the code of the Software and creating an independent version); or
    • 9.2.4  remotely access the Software.
  • 9.3  We may provide updates to the Software from time to time for reasons that include fixing bugs or enhancing functionality. The updates may change or remove functionality. Updates will either download automatically or you may need to trigger them yourself. If the latter, you will be notified by the Software.
  • 9.4  We strongly suggest that you download all updates as soon as they become available. Depending on the nature of the update, the Software may not work properly (or at all), or you may be exposed to security vulnerabilities, if you do not keep the Software updated to the latest version that we make available. We may not support Software where you have failed to implement updates within a reasonable period of time.
  • 9.5  We may collect and use technical data that might include, for example, the specifications of your device and its software in order to help us provide Software updates, product support, and other services related to the Software. We may also use this information to improve our products or services. We will only use any such data that is personal information in accordance with the Simply Conveyancing Group Privacy Notice.
• 10  Limitation of liability
  • 10.1  The following applies in relation to the rights and obligations under this Agreement only and not the rights and obligations that may exist in an associated contract (such as for the provision of legal services or a partnership arrangement).
  • 10.2  Subject to clauses 10.2 and 10.4, our aggregate liability in respect of each Authorised User or Authorised Affiliate shall not exceed £5,000.
  • 10.3  Subject to clause 10.4, we shall not be liable for any of the following (whether direct or indirect):
    • 10.3.1  loss of profit;
    • 10.3.2  destruction, loss of use or corruption of data;
    • 10.3.3  loss or corruption of software or systems;
    • 10.3.4  loss or damage to equipment;
    • 10.3.5  loss of use;
    • 10.3.6  loss of production;
    • 10.3.7  loss of contract;
    • 10.3.8  loss of commercial opportunity;
    • 10.3.9  loss of savings, discount or rebate (whether actual or anticipated); and/or
    • 10.3.10  harm to reputation or loss of goodwill.
  • 10.4  Notwithstanding any other provision of this Agreement, our liability shall not be limited in any way in respect of the following:
    • 10.4.1  death or personal injury caused by negligence;
    • 10.4.2  fraud or fraudulent misrepresentation; or
    • 10.4.3  any other losses which cannot be excluded or limited by applicable law.
• 11  Term and termination
  • 11.1  This Agreement shall continue to apply all the while you continue to access the Website. Either party may terminate access to the Website for convenience or in any circumstance provided for by an associated contract (such as for the provision of legal services or a partnership arrangement). Otherwise, we may terminate your access to the Website immediately at any time if:
    • 11.1.1  you commit a material breach of this Agreement, and such breach is not remediable;
    • 11.1.2  you commit a material breach this Agreement which is not remedied within 14 days of receiving written notice of such breach; or
    • 11.1.3  you fail to pay any amount due under an associated contract (such as for the provision of legal services or a partnership arrangement) (notwithstanding 3.4 above).
  • 11.2  Any breach of clauses 4, 5, 7 and 8 shall be deemed a material breach which is not remediable.
• 12  Consequences of termination
  • 12.1  Immediately on termination of your access to the Website the rights granted by us under this Agreement shall terminate. You shall (and shall procure that each Authorised Affiliate shall) stop using the Website and destroy and delete any copies of the content derived from it except where retention of that content is permitted under an associated contract (such as for the provision of legal services or a partnership arrangement).
  • 12.2  Termination of your access to the Website shall not affect any accrued rights and liabilities of either party at any time up to the date of termination and shall not affect any provision of these terms and conditions which is expressly or by implication intended to continue beyond termination.
• 13  Miscellaneous
  • 13.1  Insofar as your use of the Website is concerned this Agreement constitutes the entire agreement between you and us.
  • 13.2  Any dispute or claim arising out of the agreement described this Agreement shall be governed by, and construed in accordance with, the laws of England and Wales.
  • 13.3  We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement.