PLEASE READ THESE TERMS AND CONDITIONS “Terms” CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS WHEN USING Earth.Immo, OR ANY SITE ON THE PORTAL NETWORK (“this Site”).
Effective Date: 1st October 2016
1.1 We are Earth Immo Limited, Company Number 3871784 with VAT Number 805 3650 46 (“We” or “Us”). Our office address is 24 Jacks Place, 6 Corbett Place, Shoreditch, London, E1 6NN and our telephone number is +44 207 952 7653.
1.2 Please read these Terms and Conditions (T&Cs) carefully. They cancel and replace any previous versions.
1.3 We may change these T&Cs by posting the revised version on our website for a reasonable period before they become effective. Please check our website from time to time. You will be bound by the revised agreement if you continue to use our website or services following the effective date shown. If you are a business with an account with our Site and you don’t agree to the changes (provided that they are important ones and not required by applicable law or regulations), you can cancel your account by giving Us notice by email to support @earth.immo and We will refund any advance payments referable to the period after your termination.
1.4 In this Agreement (except where the context otherwise requires): the clause headings are included for convenience only and shall not affect the interpretation of this Agreement; use of the singular includes the plural and vice versa; use of any gender includes the other genders; any reference to “person” includes natural persons, partnerships, companies, corporations, associations, organisations, governments, foundations and trusts (in each case whether or not having separate legal personality); any reference to a statute, statutory provision or subordinate legislation (“legislation”) shall (except where the context otherwise requires) be construed as referring to such legislation as amended and in force from time to time and to any legislation which re enacts or consolidates (with or without modification) any such legislation; any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to what most nearly approximates in that jurisdiction to the English legal term; any phrase introduced by the terms “including”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.1 In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
“Account” the business relationship governed by this Agreement;
“The Principal” you, the entity in whose name your are opening this Account;
“Earth.Immo the website hosted at www.Earth.Immo and any affiliate or subsidiary sites to which Earth.Immo supplies Property Information;
“Real Estate” property, land and any related or derivative products;
“LG Fee” the price charged for the Services, as determined by the Principal;
“Lead” a Customer referral made by Earth.Immo via the Lead Systems or the Property Information;
“Lead Systems” software and systems designed to refer Customers to businesses with an Account at Earth.Immo;
“Property Information” information (to include, without limitation, photographs and property descriptions) relating to Real Estate listed by The Principal on Earth.Immo;
“Intellectual Property” all intellectual property rights, including patents, utility models, inventions, copyrights, database rights, design rights, trade and service marks, trade names domain names, moral rights, topography rights, trade secrets and know-how in all cases whether or not registered or registrable and including all registrations and applications for registration of any of these and rights to apply for the same, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these existing anywhere in the world;
“Service” any and all services and technologies designed to refer Customers from or by Earth.Immo to the Principal, including any Advertisement;
“Advertisement” and online promotions of any kind such as property listings, email newsletters, featured placements, banners, skyscrapers, MPU’s, sponsorships, advertorials etc
“Customer” a user of Earth.Immo or any other individual or entity referred to the Principal by Earth.Immo.
3. RIGHT TO CANCEL UNDER DISTANCE SELLING REGULATIONS
3.1 This section applies to you only if you are an EU consumer as defined in the Consumer Protection (Distance Selling) Regulations 2000. (You can find these regulations by searching on www.opsi.gov.uk).
3.2 You may cancel your order within 7 days of placing your order by following the refund instructions on our Site or otherwise giving Us written notice in accordance with the Distance Selling Regulations. Within 30 days of your notice We will refund credit card payments by credit card refund. However, this right of cancellation does not apply once you have started to use our Site, in which case you agree to performance of the contract starting before the usual cancellation period has expired.
4. USE OF OUR SITE – GENERAL
4.1 You must be 18 years or over to open an Account with our Site.
4.2 You must comply with our reasonable instructions concerning use of our Site.
4.3 You must supply Us with correct information on registration and keep your information up to date.
4.4 You must not:
4.4.1 use our Site for junk mail, spam and pyramid or similar or fraudulent schemes;
4.4.2 do anything which may have the effect of disrupting our Site including worms, viruses, software bombs or mass mailings;
4.4.3 attempt to gain unauthorised access to any part of the Site or related equipment; or
4.4.4 use our Site other than for the purposes set out in these terms and conditions.
4.5 We provide website enquiry forms with each property listing for the sole use of users making genuine enquiries relating to the listing. We reserve the right to monitor use of these forms and to delete any communications which are not genuine (such as unsolicited commercial marketing).
4.6 All Leads are sold on a non-exclusive basis.
4.7 All Property Information of any real estate sold or which is no longer available on the market must be removed from the Site within 10 working days of the Principal becoming aware of such information.
5.1 We reserve the right to check all new Advertisements submitted to us. We will do so within a reasonable period after they have been submitted to us. We reserve the right at our discretion to reject Advertisements that: relates to Real Estate that has already been listed by another company on Earth.Immo or that relates to Real Estate for which another company can demonstrate marketing rights that in any way determined by Earth.Immo supersede those of the Principal; Earth.Immo does not wish to make available to its Customers for any reason it so determines; is listed while the Principal is in breach of any of its obligations under this agreement, temporarily or otherwise.
5.2 Advertisers must ensure that property listings and other Advertisements are accurate and up to date, are not misleading, comply with all applicable laws, regulations and codes of conduct and do not infringe any third party intellectual property or other rights. Also, such content must not be offensive, vulgar, racist, abusive, invasive of another’s privacy or similarly inappropriate.
5.3 All Advertisements must also comply with the following guidelines:
5.3.1 Advertisements must not include claims relating to the property or proposed transaction which are not matters of fact or which cannot be checked by reasonable inspection or survey, or in the case of any legal matters, verified by relevant documents; and
5.4 We reserve the right in our discretion without notice to edit the text or layout of Advertisements submitted to or posted on our Site (including removal of hyperlinks to, or addresses of, or other websites from property listings) or to locate or relocate Advertisements on our Site where We think fit.
5.5 Only one property can appear on each listing, except in the case of multiple units at the same location. We reserve the right in our discretion to determine whether multiple units do qualify for a single listing. The property initially listed may not be changed without our prior written consent.
5.6 We may at any time immediately cancel your registration or use of our Site without cause including removal of any Advertisement. If so, We will refund in full any fees already paid for the period in respect of which We take such a step.
5.7.1 We have good reason to believe that you have breached this agreement or that it is necessary to protect Us or our users; or
5.7.2 We receive a complaint relating to an Advertisement or an Advertiser or to products or services referred to in an Advertisement; or
5.7.3 if We are required by law or appropriate authority
we may without giving notice or reasons remove or suspend any Advertisement or terminate a user’s registration or right to use our Site. In such case solely at our discretion We may provide a refund pro rata of any relevant fees paid for any unused period.
5.8 We cannot be held legally responsible for loss or damage resulting from editing, rejection, suspension or removal of an Advertisement or from termination of registration for or of use of our Site provided We act in accordance with this agreement.
5.9 If We have given notice in accordance with any of the previous paragraphs, you must not attempt to re-register for or use our Site or services or re-post or re-submit the relevant content as the case may be.
5.10 We may in our discretion change or remove any feature of our Site. If this is a significant part, We will refund any applicable fees already paid for the remainder of the period to which the fee relates.
5.11 By agreeing to these terms you grant us the right at our discretion to use any legitimate methods to generate leads for your listings or business, including – but not restricted to – organic search engine optimisation, Google Adwords, Bing Ads, Twitter, Facebook, YouTube, online display advertising, email campaigns, featured property and any other promotional activity that we utilise as part of our normal business activity.
6. PAYMENT / REPORTING
6.1 Leads include enquiries submitted via the enquiry forms or via dedicated telephone numbers. In the case of enquiry forms, leads are unique when they show different contact email addresses except that We will treat enquiries with the same email address as unique where they are sent in different calendar months. Each telephone call to the dedicated telephone number(s) which We allocate to you is treated as a unique lead even if more than one call is from the same telephone number.
6.2 Payments must be made by the methods shown on our Site.
6.3 All fees shown on our Site are exclusive of VAT unless otherwise stated. You must make all payments without any set-off, counterclaim and/or any other deduction.
6.4 It is your responsibility to keep your account in sufficient credit to pay for the relevant Services. We reserve the right to disable, suspend and/or remove Advertisements if there is insufficient credit in your account. We do not pay interest on monies credited to your account.
6.5 If your account balance reaches zero, your Property Information may be suspended until you top up your account.
6.6 We will not store or retain any credit or debit card numbers in relation to your account.
6.7 The Principal will pay for Services and Leads in advance. If technical issues or administrative errors result in leads being supplied to the Principal without advance payment, the Principal shall remain liable for the fees that would ordinarily fall due. We reserve the right to deduct the value of the fees due from the account balance of the Principal. Our decision as to whether this deduction shall be enforced is final but We promise to act reasonably.
7.1 For all Services valued at £1,000 or higher:
7.1.1 30 days’ notice is required from The Principal for termination of Advertisements;
7.1.2 We reserve the right to continue with scheduled Advertisements during those 30 days and LG Fees will accrue as normal;
7.1.3 A period of 30 days after the notice period ends is required in order to determine the LG Fees;
7.1.4 The higher of either £1,000 or 50% of the LG Fees is non-refundable;
7.1.5 If the Principal terminates the Services, all discounts applied to Services will be invalidated and full prices will be applied.
7.2 In all other situations, either party can cancel this agreement at any time by notifying the other party in writing by email. Termination will take effect within one UK business day of receipt of notification. You remain liable for all fees incurred up to the date that the termination takes effect, including any fees that have not been automatically deducted from your account.
7.3 If We hold any funds on credit at the termination date, these will be repaid to you by credit card refund or such other method as We may determine, less any due fees already incurred. An additional administration charge of £30 will be charged for any such refunds.
7.4 You can also cancel this agreement where otherwise permitted in these T&Cs.
7.5 Termination of this Agreement, howsoever caused, shall be without prejudice to any rights or liabilities accrued at the date of termination and shall result in the removal by Earth.Immo of all Property Information uploaded by the Principal onto Earth.Immo.
8. REFUND POLICY
8.1 If you are not a business and wish to cancel your first online subscription payment for any reason, We offer a refund of the advertising fee paid (less the administration fee) provided that you contact Us in accordance with the refund instructions on our website within 24 hours of your online payment order. This does not affect any other refund entitlement in these T&Cs.
8.2 If you believe that a lead is invalid (eg because neither the email or the telephone number are correct), you can dispute it by notifying our accounting staff. This must be done within 30 days of the lead occurring. Fraudulent or spammer leads will entitle the Principal to a 100% refund on the LG Fee. Leads where there is no telephone number or a number that is not connected will entitle the Principal to a 70% refund on the LG Fee. Leads where the email address is a hard bounce will entitle the Principal to a 30% refund on the LG Fee. We reserve the right to investigate any disputed lead and to charge for it if We consider it valid. Our decision as to validity of leads shall be final but We promise to act reasonably.
9.1 Any username, password, activation code or similar information allocated to you is personal and not transferable. You must keep these secure and not disclose them to any third parties. Protect against unauthorized access to your computer. Ensure that you sign off when you finish using a shared computer.
9.2 You are responsible for the acts or omissions of anyone who uses your information or account, whether fraudulent or not. You agree to indemnify Us against any claims of this kind.
9.3 You must notify Us immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. In such case you should immediately amend your password.
10. SITE AND SERVICE AVAILABILITY
10.1 You will need reliable internet access. Some features will require broadband access for the best quality of service. We cannot and do not accept any responsibility for your hardware or software or for the costs of accessing our Site.
10.2 We will do our best to maintain the operation of our Site and to rectify faults if they occur but cannot guarantee that the site will be uninterrupted or error-free or will achieve particular results nor do We guarantee the integrity or security of data.
10.3 We may have to suspend the site for repair, maintenance, improvement or other technical reason. If so, We will do our best to ensure that the suspension takes place at a time when our Site is least likely to be used and that the suspension is for the shortest period possible.
10.4 We may make changes to the Site provided that these do not have a significant adverse effect on their quality.
10.5 If you are supplying Advertisements to our Site via an automated “feed”, you must comply with our technical requirements and ensure that the data does not contain viruses, Trojans or the like or otherwise unreasonably interfere with our Site and shall make the feed available to Us in the agreed location not less than once per week.
11. THIRD PARTY WEBSITES
11.1 We have relationships with third party affiliate and subsidiary sites to which we supply Property Information. You hereby consent for your Property Information to be included on those sites. A full list of those sites is available on request and may be subject to change without notice.
12. INTELLECTUAL PROPERTY
12.1 The Principal acknowledges and agrees that all right, title and interest in all Intellectual Property Rights in the Services and/or Earth.Immo are and shall remain the exclusive property of Earth.Immo.
12.2 The Principal shall indemnify and keep Earth.Immo indemnified against any and all losses arising from any claims brought against Earth.Immo that Property Information supplied by the Principal and uploaded onto Earth.Immo infringes the Intellectual Property Rights of a third party.
12.3 Except as expressly permitted in this Agreement, the Principal shall not, and shall not permit others to: (i) modify, translate, create or attempt to create derivative copies of or copy the Services or Earth.Immo in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the object code of the Services or the Earth.Immo to source code form; (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, transmit, grant a security interest in or otherwise transfer the Services or the Principalâ€™s right to use the Services.
13. LIMITATION OF LIABILITY
13.1 Nothing in this Agreement excludes or limits the liability of either party for death or personal injury caused by its negligence or for any matter which it would be illegal for either party to exclude or attempt to exclude its liability or for fraud or fraudulent misrepresentation.
13.2 All warranties, representations, guarantees, conditions and terms other than those expressly set out in this Agreement, whether express or implied by statute, common law, trade usage or otherwise, and whether written or oral, are hereby, to the fullest extent permitted by law, expressly excluded from this Agreement.
13.3 You must give Us a reasonable opportunity to remedy any matter for which We are liable before you incur any costs remedying the matter yourself.
13.4 If you are a business, our liability of any kind (including our own negligence) with respect to our Site for any one event or series of related events is limited to the total fees payable by you in the 12 months before the event(s) complained of.
13.5 If you are a business, in no event (including our own negligence) will We be liable for any:
13.5.1 economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
13.5.2 loss of goodwill or reputation;
13.5.3 special, indirect or consequential losses; or
13.5.4 damage to or loss of data
(even if We have been advised of the possibility of such losses).
13.6 If you are a consumer (ie not a business), We shall not be liable for any loss or damage caused by Us or our employees or agents in circumstances where:
13.6.1 there is no breach of a legal duty of care owed to you by Us or by any of our employees or agents;
13.6.2 such loss or damage is not a reasonably foreseeable result of any such breach;
13.6.3 such loss or damage is caused by you, for example by not complying with this agreement; or
13.6.4 such loss or damage relates to a business.
13.7 For the avoidance of doubt, both parties acknowledge and agree that Earth.Immo is not representing that the use of and access to the Services and/or Earth.Immo shall guarantee any increase in the volume or value of Real Estate sold by the Principal.
14.1 If you are a business, you will indemnify Us against all claims and liabilities directly or indirectly related to your Advertisement (if you are an advertiser) and/or breach of this agreement.
14.2 If you are a consumer, you will liable for any loss or damage We suffer arising from your breach of this agreement or misuse of our Site.
14.3 We are not obliged to conduct any independent investigations to verify the accuracy of Property Information provided by the Principal for upload onto Earth.Immo.
15. FORCE MAJEURE
15.1 The obligations of each party under this Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control, including (but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood and storm.
15.2In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension to the other party as soon as reasonably possible, stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than 3 months, either party may terminate this Agreement by giving the other party 30 days’ notice.
16.1 This agreement constitutes the entire agreement between you and Us in connection with our Site. We may assign all or part of our rights or duties under this agreement provided We ensure that your rights under this agreement are not prejudiced. You may assign all or part of your rights under this agreement only with our prior written consent which may not be unreasonably withheld or delayed. Any failure by either party to exercise or enforce any right or provision of this agreement does not constitute a waiver of it, nor operate to bar the exercise or enforcement of it at any time or times thereafter. If any part of this agreement is deemed void or ineffective for any reason, the remainder shall continue in full force. A person who is not a party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement except insofar as expressly stated otherwise.
16.2 The illegality, invalidity or unenforceability (in whole or in part) of any provision of this Agreement shall not affect the other provisions, and the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid, and the parties agree to use their best endeavours to negotiate in good faith and agree a valid provision with a similar effect to the affected provision so far as that is possible.
16.3 Nothing in this Agreement or any document referred to in it or any arrangement contemplated by it shall be construed as creating a partnership between the parties for any purpose whatsoever and neither party shall have the power or authority to bind the other party or impose any obligations on it to the benefit of any third party.
16.4 Each party shall treat as strictly confidential and shall procure that its employees, sub-contractors and agents treat as strictly confidential all information received or obtained as a result of entering into or performing this Agreement which relates to: the provisions of this Agreement or any documents ancillary thereto; the making of, or the negotiations relating to, this Agreement; and/or the other party, and shall only use the same in connection with matters concerning this Agreement.
17. LAW AND JURISDICTION
17.1 The terms set out in this Agreement shall be governed and construed by the laws of England and the parties hereby agree to submit to the exclusive jurisdiction of the English Courts.
18.1 If you have any complaints, please contact Us via the contact details shown on our website or write to our registered office shown at the start of these T&Cs.