Click Property Portal

Terms and Conditions of Use

Users must only use the Software by these Terms of Use. By indicating acceptance of these Terms of Use to access or use the Software, the User enters into the Agreement and accepts all these Terms of Use and must always abide by them when using the Software or the Software’s output. If you do not agree with these Terms of Use, you must not use the Software.

Definitions

• In this Agreement, the following words are defined:

Grant of License

1. Subject to these Terms of Use and all other terms comprising the License Agreement, the Provider grants the User a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license for the Term to use the Software following these Terms of Use (the License).
2. To access the Software under the License, the Provider will require the User to register for an account by providing certain information (e.g., an email address, name, and password).
3. The User acknowledges that they are not granted any ownership of the Software or any proprietary rights in the Software (including Intellectual Property Rights) and, as such, the User does not have permission to alter, reproduce, sell, disassemble, edit, rebrand, distribute, lend, hire, or sub-license the Software or any component part of the Software, or otherwise use the Software in a manner only consistent with ownership of the Software.

Term and Termination

1. The Term of the User’s License begins on the Effective Date of registration and shall continue until the access of the Software, is terminated by either Party.
2. The User may immediately terminate the Agreement by canceling their account (either by emailing the Provider requesting that their account be cancelled or by following alternative instructions for such provided by the Provider).
3. The Provider may immediately terminate the Agreement by providing written notice to the User of their intention to end the User’s License to use the Software, without reason

Effect of Termination

1. When the Agreement is terminated or expires, the User’s License to use the Software and the provider’s obligation to provide the Software will end.
2. The terms contained in the sections headed Restrictions on Use, Intellectual Property Rights; Proprietary Rights to Data, and Data Protection and Privacy, any other terms that by their nature must survive this Agreement, shall remain effective after termination or expiry of the Agreement. All other obligations between the Parties shall end at the time of termination.

Fees

1. The User is not and will not be required to pay any fees to access the Software.
2. Fees paid will be applicable per consumer conveyancing matter completed.
3. No charge will be made to the consumer until their matter is completed and confirmed by the USER. The provider will raise an invoice to the USER per each completed matter within the portal and may elect on monthly invoice to include all completed matters during any given month of the calendar year.
4. Fees will be applicable should it be proven the conveyancing matter was completed and resulted in a requirement for a property to be registered with the HMLR where the matter is not showing as completed within the software and the USER completed the matter for the consumer under the same transaction

Restrictions on Use

1. To use the Software or to hold a License to use the Software, an individual must be 18-years-old or older and must be capable of entering into a legal contract for the use of the Software.

2. Except as allowed elsewhere in the Agreement, the User must not:

   1. Alter, reproduce, sell, disassemble, edit, rebrand, distribute, lend, hire, or sub-license the Software or any right of use of the Software to any other parties.
   2. Allow others to use the Software via the User's exclusive permitted access (e.g. using the User's email address and account, each user is required to have their own permitted access ).
   3. Use the Software, its components, or its output in any way that may infringe the Intellectual Property Rights or any other proprietary rights of the Provider or of any third party.
   4. Remove or alter any markings that indicate ownership of the Software or of its output, for example, trademark or copyright symbols.
   5. Input any parties personal data or other private information into the Software, or use any of the Software's output that contains such, except by UK Data Protection Laws and with this Agreement, without express permission from the consumer.
   6. Attempt to reverse engineer or otherwise access or use the Software or its components to set up or contribute to an endeavor that may compete with the provider Software, whether such an endeavor is commercial or not (e.g. by using aspects of the Software as part of the development of the User's software product);
   7. Use the Software to construct any kind of database or to conduct automated or systemic data scraping, data mining, data extraction, or similar data collection activities.
   8. Negligently or intentionally input content into the Software that introduces any virus, worm, cancelbot, trojan horse, or other destructive or contaminating code or program.
   9. Attempt to damage, interfere with, slow, or otherwise alter the Software, its performance, or its integrity.
   10. Rely on the Software's output as being factually accurate, up-to-date, or complete.
   11. Input information into the Software or use the Software in a manner that breaches any applicable laws, regulations, or other rules.
   12. Input information into the Software or use the Software in a manner that is defamatory, unlawful, immoral, tortuous, fraudulent, harmful, or deceptive; or
   13. Use the Software outside of the UK.

Warranties

1. The Provider warrants that the Software will be provided as a service with reasonable care and skill, as described, and by these Terms of Use and with any other specifications set out by the Provider and incorporated into the Agreement. If this clause is breached, the User may be entitled to correction of errors or a refund as the Provider considers appropriate.
2. The Provider warrants that the Software is fit for purpose and of satisfactory quality.

3. Aside from the warranties in the two clauses above, the Provider does not provide any warranties regarding the quality, suitability for uses, or other aspects of the Software. In particular:

   1. The Provider does not warrant that output produced by the Software is accurate, up-to-date, or complete, and content should not be relied on to provide advice or otherwise treated as factually correct.
   2. The Provider does not warrant that the Software will always be available and is not responsible for any temporary unavailability (e.g., due to platform or network issues).
4. The User warrants that it has the right (via rights or interests in or rights to use) to input into the Software any data that it inputs into the Software. Further, the User warrants that any such data is not harmful, corrupted, unlawful, or otherwise in breach of the Agreement.
5. The User warrants a right to use any personal data (as defined by the UK GDPR) that it inputs into the Software. Further, the User warrants that it has a lawful basis for any use made of this personal data with the Software and that all processing of this data that it carries out to the Software is by the lawful basis for processing and with UK Data Protection Laws generally.

Indemnities

1. The Provider shall indemnify the User against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the User directly or indirectly incurs arising out of or as a consequence of any breach of the provider’s Warranties set out above under the heading.
2. The User shall indemnify the Provider against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the Provider directly or indirectly incurs arising out of or as a consequence of any breach of the User’s Warranties set out above under the heading.
3. The Provider shall indemnify the User against any legal proceedings for infringement of Intellectual Property Rights arising out of the User’s use of the Software, in its at-the-time current and unaltered iteration by the Agreement, that was not caused wholly or in part by the specific manner in which the User used the Software (e.g. due to the specific content that the User entered into the Software). This indemnification is conditional upon the User notifying the Provider of relevant legal proceedings as soon as reasonably possible, the User granting the Provider the sole right to defend the claim(s), and the User offering their reasonable assistance in such.
4. The User shall indemnify the Provider against any reasonably foreseeable direct losses, damages, or reasonable expenses that the Provider incurs about the User’s breach of the Agreement, the User’s infringement of any third party's rights, or the User's otherwise unlawful use of the Software.

Limitation of Liability

1. Nothing in this Agreement limits or excludes either Party's liability in any way for:
1. Death or personal injury caused by its negligence.
2. Fraud or fraudulent misrepresentation; or
3. Any other losses that cannot be limited or excluded by applicable law.
2. The Provider is only liable to the User for loss or damage resulting from the Provider's negligence or the Provider's breach of the Agreement when such loss or damage is foreseeable (i.e. when both the User and the Provider knew at the time the Agreement was formed that this loss or damage may reasonably occur as a result of the Provider's conduct). The Provider is not liable for any unforeseeable loss or damage, any business damage or loss, any loss or damage not caused by the Provider's negligence or breach of the Agreement, or any loss or damage caused by the User's reliance on the output of the Software against these Terms of Use.
3. The Provider shall not have any direct or indirect liability to the User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement or in connection with the use or lack of use of the Software, for:
1. Loss of profits, business, sales, revenue, opportunity, savings, or contracts.
2. Loss of use or corruption of software, data, or information, or damage to equipment.
3. Any harm to reputation or goodwill; or
4. Any indirect, special, incidental, or consequential loss.
4. Particularly, except as set out elsewhere in these Terms of Use, note that the Provider is not responsible for issues that occur because of the User's use of the Software that may be due to the Software's use of AI, including but not limited to:
1. Intellectual Property Rights infringements occurring due to the User's use of the Software, or their use of the output created by the use of the Software.
2. Losses or inefficiencies incurred due to the provision of inaccurate, misleading, or non-specific information.
3. Breaches of UK Data Protection Laws occur due to the User's use of the Software, or their use of the output created by their use of the Software.
4. Breaches of equality laws or specific data protection laws related to decision-making.
5. Breaches of advertising or marketing laws occur due to the User's use of the Software, or their use of the output created by their use of the Software.
6. Breaches of defamation laws occurring due to the User's use of the Software, or their use of the output created by their use of the Software.
7. Breaches of any duty held by the User not to disclose another party's Confidential Information; or
8. Losses incurred due to damage to technical infrastructure.

Intellectual Property Rights

1. The Provider retains all Intellectual Property Rights it owns in the Software and in aspects of the Provider's wider business, including but not limited to trademarks, copyrights, moral rights, patents, design rights, and data rights.
2. The User retains all Intellectual Property Rights it owns in any data or content that they input into the Software or otherwise use as part of their use of the Software.
3. The Provider owns any Intellectual Property Rights arising in, or that are registered concerning, any original creations produced as an output of the Software by the User's use of the Software under the Agreement. The User will be granted a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable license to use any such rights for any commercial (unless they are a Consumer) or non-commercial purposes, so long as such uses do not infringe the Intellectual Property Rights of any third party.
4. If the User inputs data or content in which the User holds Intellectual Property Rights into the Software, and consequent output of the Software contains elements of this data or content as well as data or content in which the Provider (or, in the case of Intellectual Property Rights that the Provider has permission to use, other parties) holds Intellectual Property Rights, all parties involved will retain ownership of their respective Intellectual Property Rights. This clause qualifies the clause on Intellectual Property Rights ownership immediately preceding this clause. Subject to the indemnities set out above, the User is responsible for ensuring that it does not use any such Software output in a way that infringes on the Intellectual Property Rights of any other parties.

Proprietary Rights to Data

1. The User retains all rights, interests, and titles held in any data that it inputs into the Software.

Data Protection and Privacy

1. Both the User and the Provider commit to abiding by UK Data Protection Laws about the Software and its development and use. The Provider commits to using any of the user’s data that is provided to it only in accordance with UK Data Protection Laws and will not disclose this data to any third parties unless authorised to do so. For more information on how the Provider uses users? data, see the Provider's Website Privacy Policy, accessible here.
2. The User is responsible for and maintains control over any personal data that it is the data controller of or that it is otherwise responsible for and authorised to use as input into the Software. The User (and not the Provider) is responsible for ensuring that processing of any such personal data using the Software is carried out in reliance on a lawful basis for processing and by UK Data Protection Laws. If such personal data is:
1. Included in the output of the Software, it is the User's responsibility to ensure that the use of this output does not infringe upon anybody's data protection rights.

Service Provision Information

1. The Provider reserves the right to make updates or changes to the Software as necessary to maintain, fix, or improve the Software.
2. The User is responsible for ensuring that they have adequate hardware and software to run the Software as intended. The Software has the following compatibility requirements:

1. Compatibility requirements:

   Use of up-to-date versions of web browsers

   A functional internet connection

3. Descriptions of the Software are available on the Provider's website. Make sure that you read these before agreeing to the Terms of Use.
4. If the User is a Consumer, the User has a statutory right to cancel the Agreement (e.g. their purchase / instruction of access to the Software) within 14 days from the date of purchase. However, by accepting these Terms of Use, the User expressly requests the Provider to grant the User immediate access to the Software following the acceptance of the Terms of Use and the User acknowledges that, in making such a request, they do not waive the right to cancel as described.
5. Any complaints regarding the Software or the Provider's provision of it will be dealt with by the Provider as follows:
1. Contact Customer Care for complaints during the usual business hours of Monday through Friday 9 am to 5pm on email at connect@clickpropertyportal.com. An initial response will be given within 48 hours of receipt, within usual business hours and a final decision on the complaint will be provided within 10 days of receipt of the complaint within usual business hours only. A final decision on the complaint will be provided within 10 days of receipt.

Circumstances Beyond the Control of Either Party (Force Majeure)

1. Neither Party shall be liable for any failure or delay in performing their obligations under this Agreement (e.g. provision of payment or of Software) where such failure or delay results from any cause that is beyond the reasonable control of that Party.
2. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemics, pandemics, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosions or accidents, acts of terrorism, acts of war, governmental action, any law, or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition, or any other event that is beyond the control of the Party in question.
3. The Party affected by a circumstance beyond its control shall use all reasonable endeavors to mitigate the effect of the circumstance upon the performance of its obligations.
4. The corresponding obligations of the other Party will be suspended to the same extent as those of the Party affected by the force majeure event.
5. If the delay continues for a period of 30 days, either Party may terminate the Agreement.

General Terms

1. If the User is a Business Customer placing an order on behalf of a business, the User confirms that they have the necessary authority to place the relevant order for and on behalf of that business.
2. The Agreement contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements, or agreements that might have taken place about the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
3. Except as allowed above, neither Party may assign, transfer, sub-license, or sub-contract to any third party the benefit and/or burden of the Agreement or any of the rights under this Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.
4. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties, except that:
1. Changes may be made by the Provider by other terms of these Terms of Use; and
2. Changes may be made by the Provider to these Terms of Use. Notification of any changes to the Terms of Use will be made in writing either in a manner that brings notice to the User’s attention before they next use the Software (e.g. via a pop-up on a login screen) or via direct communication with the User (e.g. by email). If changes are made to the Terms of Use, the User's use of the Software after the changes are communicated and implemented constitutes their acceptance of the new Terms.
5. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
6. Unless otherwise agreed, no delay, act, or omission by a Party in exercising any right or remedy available about this Agreement will be deemed a waiver of that, or any other, right or remedy.
7. If any court or competent authority finds that any provision or part of the Agreement is invalid, illegal, or unenforceable, that provision or part will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
8. Nothing in the Agreement will establish any employment relationship, partnership, or joint venture between the Parties, or mean that one Party becomes the agent of the other Party, nor does the Agreement authorise any Party to enter any commitments for or on behalf of the other Party.
9. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by email to the email address provided in these Terms of Use (for notices sent to the Provider) or to the email provided by the User when the User registers their account used to access the Software (for notices sent to the User).

Governing Law and Jurisdiction

1. This Agreement will be governed by and interpreted according to the laws of England and Wales.
2. If the User is a Consumer who resides elsewhere in the UK, the User may also make use of any protections given to the User by the laws of the constituent country in which they reside. All disputes and claims arising under the Agreement where the User is a Consumer (including non-contractual disputes or claims) will be subject to the non-exclusive district of the courts of England and Wales.
3. If the User is a Business Customer, all disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive authority of the courts of England and Wales.