Terms and Conditions Between Prime Building Land Limited and the Seller’s Agent

1. Contract between Prime Building Land Limited and the Seller’s Agent
   
   
   1. Formation of Contract: These Terms and Conditions (“Contract Terms”) form a legally binding Contract between Prime Building Land Limited (“We” “Our” or “Us”) and the Seller’s Agents (“Agent”, “You” or “Your”) and becomes effective when an Order Form describing the Services is completed and signed by the Agent and Us.
   2. Contract Documents: The Contract includes these Contract Terms, the Order Form, and any other applicable product specific terms and conditions.
   3. Entire Agreement: This Contract is the entire agreement between You and US and excludes all previous terms or conditions and other terms proposed by the Agent.
   4. Conflict Resolution: In case of any conflict between the Contract Documents, these Contract Terms will take precedence over the Order Form which in form shall take precedence over any specific product terms and conditions except to the extent where a provision of the Order Form or specific product terms and conditions is expressly stated in such document to override any contrary provisions in the Contract Terms or Order Form.
   5. Amendments: We may amend these terms and conditions at our complete discretion at anytime. Any changes will be displayed here on the Listings Portal of our website and your continued use of our website following display of such amendments indicates your acceptance of and agreement to the amendments.
   6. Rejection and Refusal: We may reject your Order Form and refuse services to you at any time at our complete discretion, particularly where you do not meet our criteria or if we deem that the quality of your content is not professional.
2. Services
   
   
   1. Provision of Services: We will provide the services as per the Order Form.
   2. Modification of Services: We may modify our services to you at any time as necessary by notice to you or by email or by posting here on the Listing Portal of our website.
   3. Listing on our website: We may add or remove your Estate Agent’s details from our List of recommended Estate Agents on our website at any time at our complete discretion.
3. Content and Obligations
   
   
   1. Agent’s Warranties: You warrant that you have a legitimate business, that individuals contracting on your behalf have your authority to enter into contracts with us, and that your content complies with all applicable laws and does not infringe on any third-party rights. We may require you to comply with any additional requirements for video and photographic content.
   2. Licensing Content: You grant us a non-exclusive, royalty-free license to use the content. This license survives the termination of this Contract.
   3. Content Management: We may remove or require amendments to any content at our sole discretion including content that does not comply with the terms of this Contract or applicable laws.
   4. Acknowledgements: You acknowledge our various conditions about content monitoring, technological issues, and fee adjustments based on property listings. You are also responsible for telecommunications and internet access charges.
   5. Third-Party Representatives: You confirm that representatives acting on your behalf have the authority to bind you and you will be liable for any fees agreed by your representatives, if your representatives refuse to pay.
   6. Content Restrictions: You must not disclose or create derivative works from information obtained through the services without our express written permission.
   7. Branch Offices: You must promptly notify us of changes in the number of your branch offices or development listings.
4. Fees
   
   
   1. Payment: Fees plus any applicable taxes and charges are payable by the Agent or his representative in accordance with the terms of this Contract.
   2. Invoicing: We issue invoices usually monthly in arrears payable within 14 days of the invoice date. However, at our complete discretion we may decide to issue you with invoices monthly in advance.
   3. Payment Methods: Fees are payable by direct debit or another agreed method.
   4. No Refunds: We do not guarantee lead quality or quantity and no refunds will be provided for lead failures.
   5. Late Payment: We may charge interest on overdue amounts and suspend services until payment is made. In addition, late payment may result in suspension of our services to you or termination of Contract.
   6. Additional Costs: We may also charge for administrative costs of failed payments and legal fees for pursuing outstanding amounts.
   7. Deposit Requirements: We reserve our rights to require a deposit.
   8. Fee Increases: Fees may be subject to increase in line with RPI or other criteria. We reserve our right to vary fees and charges at any time with 30 days’ notice to you.
   9. Introducers Commission: You agree to pay us 20% of any sales commission you receive from the sale of any land or properties referred by us, resulting from a listing on our website, or sourced through our website. This payment is due within 14 days of receiving such sales commission.
5. Intellectual Property and Data
   
   
   1. Rights in Services: All intellectual property rights in the services, technology, and websites belong to us, Prime Building Land Limited or our licensors. The Agent has no rights in any of the said intellectual property rights except as granted by this Contract.
   2. Content Rights: All intellectual property rights in the content remains with the Agent or its licensors.
6. Confidentiality
   
   
   1. Confidential Information: Both parties must keep the other’s confidential information private, using it only for the contract's purpose and disclosing it only as necessary to comply with legal requirements.
7. Indemnity
   
   
   1. Agents Indemnity: You agree to indemnify, defend and hold our company, our associated companies, directors, shareholders, officers, employees, agents or suppliers harmless from any and all claims or demands, made by any third party due to or arising out of your use of our website, or through your violation of these terms and conditions of our website by you or of the infringement by you of any intellectual property or other rights of any other person or entity.
8. Liability
   
   
   1. Disclaimer: All warranties, conditions, undertakings, representations and terms regarding your use of this website whether expressed or implied, statutory or otherwise are hereby excluded to the fullest extent permitted by law. We make no representations or warranties of any kind with respect to our website or the content contained on it (including any text, graphics, advertisements, measurements, links, or other items) and disclaim all such representations and warranties.
   2. Limitation of Liability: We shall not be liable for any indirect or consequential losses claimed by you against us. Our liability to you is strictly limited to the amount paid by you in the previous three (3) months for the services causing the claim.
9. Data Protection and GDPR
   
   
   1. Where you provide us with content that includes Personal Data you will be the Controller of such Personal Data and we shall be the Processors and must comply with the GDPR regulations.
   2. Where we share any leads with you, you will become Controllers of the leads' Personal Data and must comply with GDPR regulations.
   3. You must obtain consent from individuals to process, use, store, and transmit their Personal Data to Us and third parties, including those outside the EEA.
   4. We shall process Personal Data you have provided to us according to your instructions, ensure confidentiality, implement security measures, assist with Data Subject Rights requests, comply with GDPR Articles 32-36, delete or return data on contract termination, and provide compliance information and access for verification.
   5. We may use Sub-Processors to process Personal Data you have provided to us as long as we ensure that the Sub-Processor adheres to similar obligations.
   6. We may process Personal Data that you have provided to us in any country outside of the EEA as long as the country meets the adequacy standards required by the UK and EU GDPR regulations.
10. Termination and Suspension
    
    
    1. Termination for Breach: We may terminate the Contract at any time if You breach any of the terms and conditions of the Contract and you do not remedy the breach within 14 days of notice.
    2. Termination for Convenience: Either party may terminate the contract by giving 30 days’ written notice to the other party after the initial or any renewal term.
    3. Suspension of Services: We may suspend our services to you at any time if you fail to pay your fees when due, or for breaching any of the terms and conditions of this Contract, or for removing content and preventing access to relevant data.
11. General Provisions
    
    
    1. Assignment: You may not assign the contract without Our written consent.
    2. Notices: Notices must be in writing and sent to the addresses provided in the Order Form.
    3. Force Majeure: Neither party shall be liable for failure to perform its obligations under the Contract for any period during which, and to the extent that, such party or any subcontractor of such party is prevented from performing any obligation or service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures
    4. Governing Law: The contract is governed by the laws of England and Wales, and disputes will be resolved in their courts.