Terms and Conditions
Estate Track Platform
These Terms and Conditions define the legal relationship between Estate Track (“we” / “us”/ “Estate Track”) and you, our customer identified during our online sign-up process (“you”).
All services provided to you by us from time to time shall be governed by these Terms and Conditions unless agreed otherwise by us in writing.
By requesting, using or paying for any Services, you consent to these Terms and Conditions, and you agree that they will govern the provision of such Services.
If you are a company or other legal entity, the individual agreeing to these Terms and Conditions gives that agreement on behalf of that company or legal person, and represents to us that he or she has the legal authority to bind that company or legal entity to these Terms and Conditions.
In these Terms and Conditions, some of the words and phrases we use have special meanings. These words and phrases all start with capital letters. The special meanings are defined within the text and in Clause 33.
Estate Track is a company incorporated in England and Wales (company number 07651138) with its registered office at 24a Aldermans Hill, London, England, N13 4PN. You can contact us by writing to this address or by email to support@estatetrack.co.uk.
Where you request any further Services following the initial online sign-up process and (including any Additional Services) such request and our agreement to provide these further Services must be in writing. Any such request constitutes an offer by you to purchase the relevant Service(s) on and subject to the terms of these Terms and Conditions.
1. The Contract
Our contract is formed following your completion of the online sign-up process but we shall have the right to decline your application and terminate the Contract on written notice to you at any time during the period of 28 days following the Effective Date. If we do this we will give to you a full refund of any Fees paid before such termination.
Term
The Contract comes into force on the date you complete the online sign-up process for the Services (“Effective Date”) and continues for the period of 24 months from and including the Go Live Date (“Minimum Service Period”).
The Go Live Date is the date when we notify you that the Website is ready for commercial use.
YOU CAN ONLY TERMINATE OUR CONTRACT DURING THE MINIMUM SERVICE PERIOD WHERE WE HAVE BEEN IN BREACH OF OUR OBLIGATIONS IN ACCORDANCE WITH CLAUSE 22. YOU WILL BE LIABLE FOR ALL FEES FOR THE FULL MINIMUM SERVICE PERIOD.
2. Website Service
2.1. The Website Service is a combined package of Services including Website creation, maintenance and hosting, as detailed on the Estate Track Website.
2.2. You shall have no right to terminate the Contract under Clause 22.1. before the end of the Minimum Service Period. For information about the circumstances in which you may terminate the Contract in the event of a breach by Estate Track, see Clause 22.
2.3. If Estate Track has not notified you that the Website is available for live use within 60 days from the date of the Discovery Call and such delay is due to delay or failure on your part to promptly perform your obligations under the Contract, including without limitation failure to promptly provide any materials, information or approvals, then Estate Track will:
(a) treat the date 60 days from the Discovery Call as the Go Live Date for the purposes of billing for the Website Services and for the purposes of calculating the Minimum Service Period, irrespective of whether the Website is available for live use; and/or
(b) may terminate the Contract at any time before the Website is available for live use by giving you written notice.
2.4. In the event of termination under Clause 2.3(b), at Estate Tracks discretion, you shall pay an amount equivalent to 3 months’ of relevant Fees to cover Estate Tracks administrative and other costs.
2.5. Estate Track may at any time add, alter, remove or replace any individual Services:
(a) where such changes are due to any actions or changes by third parties (including any changes in third party services incorporated in the Services) or change in applicable law and outside the reasonable control of Estate Track, or
(b) otherwise, provided that such changes do not materially alter or disrupt your enjoyment of the Services.
2.6 Where you have chosen to proceed with the “Lite” service, you will have the option to upgrade to the full service at any time. Please note that we do not allow for the option to downgrade within the current term. Any downgrades can only be requested at the end of the initial term and by giving 90 days notice in advance.
3. Website Creation
3.1. We shall use reasonable endeavours to complete the creation of the Website within any time period agreed with you in writing.
3.2. The Website creation shall include design and development of a website consisting of up to 25 webpages (including standard documentation webpages such as privacy policy and terms which must be provided by you) and such additional webpages as we may agree in writing to reflect the nature of your organisation.
3.3. You acknowledge that where the Website incorporates any Third Party Services you may incur additional charges from the providers of the Third Party Services (e.g. Google Maps charges on a click basis). If you do not wish to incur such additional charges, you may request Estate Track to remove the relevant integration. Estate Track will not be responsible for the charges of any Third Party Service provider.
3.4. Before Estate Track commences the creation of the Website, you will be able to select a design from a selection made available by Estate Track (“Theme”) for the creation of a website. When building your Website, Estate Track will use the Theme selected by you. You acknowledge that the creation of the Website is not a bespoke design service and any change requested by you to the Theme following commencement of work may not be possible and may incur additional charges.
3.5. From time to time during the creation of the Website we will make available to you the work in progress for your review and approval. You must review and either approve or decline to approve such work promptly following our notification to you and you should only refuse to give such approval where it is reasonable for you to do so. Once work in progress has been approved, you shall have no right to require any changes and if Estate Track agrees to make any requested changes it may charge for doing so at its standard time-based charging rates.
3.6. If you unreasonably refuse to approve work in progress or the final Website within the period of 30 days following notification to you, then Estate Track may terminate the Website Service by giving you written notice of termination, effective immediately, in which case you must pay to Estate Track all outstanding amounts payable with respect to the Website Platform provided up to the date of termination within the period 7 days following the date of such termination.
3.7. Estate Track shall not be responsible for any search engine optimisation (“SEO”) work in relation to the Website (including transferring any SEO present on any existing website or maintaining SEO on the Website). You acknowledge that:
(a) Google rankings may be affected when building the Website or maintaining the Website; and
(b) it is your sole responsibility to manage any SEO in relation to the Website (including adding any relevant information such as existing meta data and alt tags into the Website).
3.8. If Estate Track reasonably determines, or any third party alleges, that the use of the Website by you in accordance with these Terms and Conditions infringes any person’s Intellectual Property Rights, Estate Track may:
(a) modify the Website in such a way that it no longer infringes the relevant Intellectual Property Rights; or
(b) procure for you the right to use the Website in accordance with these Terms and Conditions.
3.9. Estate Track shall host the Website from the Go Live Date and make the Website Dashboard available to you as soon as reasonably possible following the Go Live Date.
3.10. Estate Track hereby grants to you a non-exclusive license from the Go Live Date to access and update the content of the Website by means of the Website Dashboard, and to publish the Website and make the Website available to others to use via the internet, providing that:
(a) the Website shall be hosted by Estate Track in accordance with this Clause 3;
(b) the functionality of the Website Dashboard shall be limited; if you request that Estate Track make changes to the Website design or software, any agreement to make such changes may be subject to the payment of additional Fees;
(c) you will have no administrative access to the Platform;
(d) you will have no right to access or copy the Website software; and
(e) the license in this Clause 3 shall automatically terminate upon the termination of the Website Service.
3.11. You must use reasonable endeavours, including reasonable security measures relating to Website Dashboard access details, to ensure that no unauthorised person may gain access to the Website Dashboard or any element of the Website Services that is accessible using the Website Dashboard.
3.12. If we agree to any request by you to restore the Hosted Data of your Website from Estate Track’s last back-up we reserve the right to charge for the work at our then published hourly rates Estate Track. You acknowledge that this process will overwrite the Hosted Data stored prior to the restoration.
Maintenance
3.13. From time to time during the Term, Estate Track may agree to provide the Website maintenance services to you. Fees with respect to the updating of Website software are included in the periodic Fees for the Website Service. Additional Fees will be payable by you with respect to other elements of Website maintenance including changing your estate agency software feeds, at such rates as published on the Estate Track Website or as notified to you from time to time.
3.14. If the Contract terminates for any reason you shall cease to have any rights in relation to all software code, custom modules and other works, Theme template files and design files and materials which are the Intellectual Property of Estate Track. For the avoidance of doubt, you may not replicate a website that could be deemed impersonating a Theme or site designed by Estate Track.
3.15. From the date of supply of the Site Files the works and materials in them (the Intellectual Property Rights in which are owned by Estate Track) shall constitute Content Deliverables for the purposes of the Contract.
4. Marketing Services
4.1. Where requested and agreed we shall provide the Marketing Services
(a) a hosted email marketing platform enabling you to manage, execute and analyse email marketing campaigns (the “Email Marketing Services”); and
(b) the application of branding to emails, (the “Email Branding Service”).
4.2. You shall ensure that any email addresses and associated personal information provided by you or on your behalf to Estate Track for use in connection with the Email Services has been collected in accordance with applicable law, and that the use of such information by you, or by Estate Track in accordance with these Terms and Conditions or your instructions, will not breach:
(a) Data Protection Laws;
(b) the Privacy and Electronic Communications (EC Directive) Regulations 2003 (or any successor statutes or regulations); or
(c) any other applicable laws.
4.3. We hereby grant to you a worldwide, non-exclusive licence to use the Email Marketing Service and Email Branding Service by means of a supported web browser and/or supported email clients for your internal business purposes during the Term. The licence granted by Estate Track to you under this Clause is subject to the limitations that it may only be used by your officers, employees, agents and subcontractors.
4.4. You shall implement and maintain reasonable security measures relating to the access credentials enabling access to the Email Marketing Service and Email Branding Service to ensure that no unauthorised person or application may gain access to the Email Marketing Service and Email Branding Service by means of the access credentials.
4.5. You must not use the Email Marketing Service or Email Branding Service in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by Estate Track to its other customers using the Platform and you acknowledges that Estate Track may use reasonable technical measures to limit your use of Platform resources for the purpose of assuring services to its customers generally.
4.6. To the extent that Estate Track provides artwork or designs to you in connection with the Email Marketing Service and Email Branding Service, these shall constitute Content Deliverables for the purposes of the Contract.
4.7. You acknowledge that the technical process by which emails modified by the Email Marketing Service and Email Branding Service are dispatched will depend upon the type and configuration of your email systems. In some cases, emails may be returned to your email servers for dispatch by those servers; in other cases, emails may be dispatched by Estate Track’s or its subcontractor’s email servers.
4.8. Estate Track may at any time add, alter, withdraw, remove or replace any features of the Email Marketing Service and Email Branding Service or alter the Platform.
(a) where such changes are due to any actions or changes by third parties and outside the reasonable control of Estate Track, or
(b) otherwise, provided that such changes do not materially adversely alter or disrupt the functionality of the Email Branding Service.
5. Social Media
5.1. As described on the Estate Track Website the Marketing Service shall enable Estate Track to create content for you for publication on and distribution through Social Media Platforms.
5.2. We shall not manage your accounts on the Social Media Platforms or manage your overall social media strategies and/or campaigns and you shall be solely responsible for such activities.
5.3. Unless we agree otherwise in writing the Service will be provided in respect of one account only on each relevant Social Media Platform irrespective of the number of accounts you may have on each Social Media Platform.
5.4. You shall provide to Estate Track access to your social media accounts necessary for the provision of the Social Service and ensure you have ownership of such accounts. You shall be solely responsible for creation and maintenance of such social media accounts. Estate Track may, on your request, from time to time, assist you with creation of any such accounts however you will remain responsible for the accounts.
5.5. Changes to the Social Media Platforms may affect the performance and effects of these Services. You acknowledge that Estate Track has no control over, and is not responsible for, any changes made to any Social Media Platform.
6. Lead Generation Services
6.1. We shall provide the Lead Generation Services including:
(a) web-based tools enabling you to offer instant valuations of properties and other functionality through the Website;
(b) the collection of lead information by means of those tools; and
(c) lead information collected through installation of those tools on third party websites.
6.2. You must publish a privacy notice on your Website that includes all information necessary to ensure that the collection and use of Personal Data by means of the Lead Generation Services complies with the Data Protection Laws.
6.3. You acknowledge that valuations of properties obtained via the Lead Generation Services are estimates only, that Estate Track relies upon third party data sources to generate such estimates, and that Estate Track does not guarantee the accuracy of such estimates.
7. AI Tools
We have a continuous program of developing various AI tools to enhance your use of our Services. These enable you to provide input to be processed by the AI functionality (“Input”), and receive output generated and returned by the functionality based on the Input (“Output”). You must ensure that Inputs and use of the AI functionality or any Output do not violate any laws or agreements applicable to you. You are solely responsible for the development, content, operation, maintenance and use of any Input or Output. Due to the nature of artificial intelligence and machine learning, an Output may not be accurate or reliable and you should independently review all Output prior to using or sharing the Output. We do not provide any guarantee of accuracy.
8. Additional Services
8.1. From time to time during the Term, you may order Additional Services from Estate Track.
8.2. If Estate Track agrees to provide Additional Services to you, those Additional Services will be subject to these Terms and Conditions and, accordingly:
(a) unless the parties agree otherwise, the Additional Services shall form part of the subsisting Contract;
(b) any works and materials created in the course of the Additional Services and delivered to you by Estate Track shall be Content Deliverables, which shall be licensed to you in accordance with these Terms and Conditions;
(c) the limitations on warranties and the limitations and exclusions of liability set out in these Terms and Conditions shall apply to the Additional Services; and
(d) the Fees payable with respect to the Additional Services will be as specified on the Estate Track Website or as notified by us from time to time.
8.3. Additional Services shall include up to two revisions of the relevant Content Deliverable. You may request that Estate Track provides further revisions of the Content Deliverable and if Estate Track agrees to such request, Estate Track may charge for any related work at its standard time-based charging rates.
9. Support and availability of the Services
9.1. Estate Track may provide remote support services to you during the Term in relation to the use of the Services and the identification and resolution of errors in the Services.
9.2. For the avoidance of doubt, Estate Track shall have no obligation to provide support in respect of any issue caused by:
(a) the improper use of the Services by you; or
(b) any alteration to the Services made without the prior consent of Estate Track.
9.3. Estate Track may from time to time suspend the Services and/or access to the Services for the purposes of scheduled maintenance. Estate Track shall use its reasonable endeavours where practicable give to you prior written notice of scheduled maintenance that is likely to affect the availability of the Services and ensure that scheduled maintenance affecting Service availability is carried out outside Business Hours.
9.4. Estate Track shall use reasonable endeavours to maintain the availability of the Services during the Term but does not guarantee continuous or uninterrupted availability.
9.5. You acknowledge that downtime may arise in the following circumstances (which is not an exhaustive list):
(a) Force Majeure Events;
(b) faults or failures of the internet or any public telecommunications network;
(c) faults or failures of Estate Track’s hosting infrastructure services providers or other data or services providers;
(d) hardware failures;
(e) faults or failures of your computer systems or networks;
(f) breaches by you of the Contract;
(g) scheduled and emergency maintenance; and/or
(h) any defects in Third Party Materials, including in relevant software used to power the Website.
9.6. The use of the Services shall be subject to reasonable resource limitations, including limitations relating to communication volumes, data storage, bandwidth and processor utilisation. You acknowledge and agree that Estate Track may implement technological measures to prevent or inhibit the use of the Services in any way that breaches the applicable resource limitations.
10. Your Materials, Content Deliverables and Trademarks
10.1. Promptly following your receipt of a written request from us or our agents you must supply such materials that are reasonably requested for the purpose of our performing the Services and you will be responsible for ensuring that you have a right to use Your Materials.
10.2. Estate Track has the non-exclusive rights to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Your Materials to the extent reasonably required for the performance of Estate Track’s obligations and the exercise of Estate Track’s rights under these Terms and Conditions, together with the right to sub-license these rights.
10.3. If following the delivery to you of any Content Deliverables you do not promptly notify us that any revisions are required then they shall be deemed to have been accepted.
10.4. From the delivery of Content Deliverables to you, you have the non-exclusive rights to copy, store, distribute, publish, adapt, edit and otherwise use those Content Deliverables. ). This license is revoked and will cease upon termination for any reason.
10.5. Estate Track shall ensure that the Third-Party Materials are:
(a) licensed to you in accordance with the relevant licensor’s standard licensing terms (which you acknowledge may be open source or Creative Commons licensing terms);
(b) licensed to you on reasonable terms notified by Estate Track to you; or
(c) sub-licensed to you by Estate Track on reasonable terms notified in writing to you by Estate Track.
10.6. You acknowledge that stock photography that Estate Track provides to you will usually be licensed for a specific use only. Accordingly, you should check the licensing terms relating to stock photography before making any new use of it.
11. Third Party Services
11.1. The Services are integrated with certain third-party services and Estate Track may integrate the Services with additional third-party services at any time.
11.2. Estate Track may remove, suspend, deactivate or limit any third-party services integration at any time in its sole discretion.
11.3. The supply of third-party services may be under a separate contract or arrangement between you and the relevant third party. Where the supply of Third-Party Services is under such separate contract, Estate Track does not contract to supply the Third-Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third-Party Services. Fees may be payable by you to the relevant third party in respect of the integration and/or use of such Third-Party Services. In relation to integration with some Third-Party Services you may be required, in order to activate the integration, to have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider (including any customer relationship management system used by you).
11.4. You acknowledge that:
(a) the integration of third-party services may entail the transfer of Your Materials from the Services to the relevant third-party services; and
(b) where the supply of the Third-Party Services is under a separate contract between you and provider of Third-Party Services, Estate Track has no control over, or responsibility in respect of, any disclosure, modification, deletion or other use of Your Materials resulting from any integration with any Third-Party Services.
11.5. Without prejudice to your other obligations under this Clause 11, where the supply of the Third-Party Services is under a separate contract you must ensure that you have in place the necessary contractual safeguards to ensure that both:
(a) the relevant transfer of Your Personal Data to a provider of Third-Party Services is lawful; and
(b) the relevant use of Your Personal Data by a provider of Third-Party Services is lawful.
11.6. The use of some features of the Services may depend upon your enabling and agreeing to integrations between the Services and Third-Party Services.
11.7. You warrant to Estate Track that the transfer of Your Materials by Estate Track to a provider of Third-Party Services in accordance with this Clause 11 will not infringe any person’s legal or contractual rights and will not put Estate Track in breach of any applicable laws.
11.8.
(a) Estate Track gives no guarantees, warranties or representations in respect of any Third-Party Services; and
(b) Estate Track shall not be liable to you in respect of any loss or damage that may be caused by Third Party Services or any provider of Third-Party Services.
12. Acceptable use policy
12.1. You must ensure that Your Materials comply, and your use of the Services complies, with these Terms and Conditions.
12.2. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
12.3. You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
12.4. Your Materials must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
12.5. You must ensure that Your Materials are not and have never been the subject of any threatened or actual legal proceedings or other similar complaint.
12.6. Your Materials must be appropriate for all persons who have access to them or are likely to access them and must not depict violence in an explicit, graphic or gratuitous manner, be pornographic or sexually explicit or contain any extremist political material.
12.7. Your Materials must not constitute or contain Spam, and you must not use the Services to store or transmit Spam.
12.8. You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes or programs.
12.9. You must not use the Services in any way which is liable to result in the blacklisting of any Estate Track IP addresses.
12.10. Your Materials must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies. Your Materials must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
12.11. You acknowledge that Estate Track may actively monitor Your Materials and the use of the Services.
12.12. If there is a breach of this Clause 12, Estate Track may:
(a) suspend the affected Services or any element thereof until such time as the breach is remedied,
(b) remove any element of Your Materials which is in breach of this Clause 12 from the Services and/or Platform without prior notice, and/or
(c) in case of the Email Branding Service, deliver the affected emails unbranded.
12.14. Any breach of this Clause 12, shall be deemed to be a material breach of these Terms and Conditions.
13. Fees and payments
13.1. You must pay the Fees to Estate Track in accordance with this Clause 13 and the other provisions of these Terms and Conditions.
13.2. Recurring Fees are payable by reference to a “Billing Date” which shall be the first day of each calendar month following the Go Live Date.
13.3. With respect to any portion of a month falling before the first Billing Date, Estate Track shall calculate the applicable Fees pro rata.
13.4. Estate Track may elect to vary any element of the Fees payable by giving to you not less than 70 days’ prior written notice of the variation, providing that such notice must expire after the end of the Minimum Service Period.
13.5. Fees must be paid by direct debit in accordance with the instructions of Estate Track from time to time. Estate Track will send to you an invoice with respect to the Fees due on a Billing Date; and Estate Track will collect the Fees, in advance of the provision of the corresponding Services, on each Billing Date.
13.6. To the extent that Estate Track is unable to calculate Fees in advance, it may collect those Fees at any time following the provision of the corresponding Services.
13.7. If Estate Track is unable to collect any Fees using a direct debit mandate, you must:
(a) pay the relevant Fees; and
(b) sign up to a new direct debit mandate,
in each case within the period of 28 days following the date of failed collection; and any failure to comply with this Clause 13.7 shall constitute a material breach of the Contract.
13.8. Estate Track may suspend the provision of any or all of the Services if Estate Track is unable to collect any Fees by means of a direct debit mandate, or if any amount due to be paid by you to Estate Track under the Contract is overdue. While the Services are suspended, the public interfaces of the Services may be unavailable and/or non-functional, emails may not be sent or received, data may not be collected on your behalf, and you may not have access to your data. Estate Track shall not be liable to you with respect to any loss or damage arising out of any such suspension, including any loss or damage arising out of any inability to send or receive emails.
13.9. If you do not pay any amount properly due to Estate Track under these Terms and Conditions, Estate Track may:
(a) charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from you pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
13.10. All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by you to Estate Track.
13.11. Except as described in Clause 1 the Fees are not refundable.
14. Confidentiality obligations and publicity
14.1. Estate Track must:
(a) keep Your Confidential Information strictly confidential;
(b) not disclose Your Confidential Information to any person without your prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of Your Confidential Information as Estate Track uses to protect Estate Track’s own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to Your Confidential Information.
14.2. You must:
(a) keep Estate Track Confidential Information strictly confidential;
(b) not disclose Estate Track Confidential Information to any person without Estate Track’s prior written consent, and then only under conditions of confidentiality no less onerous than those contained in these Terms and Conditions;
(c) use the same degree of care to protect the confidentiality of Estate Track Confidential Information as you use to protect your own confidential information of a similar nature, being at least a reasonable degree of care; and
(d) act in good faith at all times in relation to Estate Track Confidential Information.
14.3. Notwithstanding Clauses 14.1 and 14.2, a party’s Confidential Information may be disclosed by the other party to that other party’s officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to the Contract and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.
14.4. No obligations are imposed by this Clause 14 with respect to a party’s Confidential Information if that Confidential Information:
(a) is known to the other party before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the other party; or
(c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.
14.5. The restrictions in this Clause 14 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.
14.6. Upon the termination of the Contract, each party must immediately cease to use the other party’s Confidential Information.
14.7. Estate Track reserves the right to include Estate Track branding and attribution credits in any website, email message or software application provided, modified or made available by Estate Track to you as an element of the Services.
14.8. Subject to the other provisions of this Clause 14, Estate Track may publish case studies and similar reports relating to you and the subject matter of the Contract on its websites and in its other marketing materials.
14.9. The provisions of this Clause 14 shall continue in force indefinitely following the termination of the Contract.
15. Your Obligations
15.1. Except to the extent expressly permitted hereunder or as required by law on a non-excludable basis, the licences granted by Estate Track to the you hereunder are subject to the following prohibitions:
You must not:
(a) license or sub-license your rights, or sell, resell, distribute, rent, lease or lend them to any other party;
(c) make any alteration to the Platform;
(d) conduct or request that any other person conduct any load testing or penetration testing on the Platform without the prior written consent of Estate Track;
(e) use the Services to store or transmit any malicious code, malware, attack, bugs, viruses, Trojans or similar;
(f) use the Services in any way that causes, or may cause, damage to the Platform or impairment of the availability, integrity, performance or accessibility of the Services (including making an unreasonable number of requests to the Email Branding Service or otherwise placing an unreasonable load upon the Services);
(g) attempt to gain unauthorised access to the Services or their related systems or networks;
(h) copy the Services or any part, feature, function or user interface thereof including the design of your Website based on the Themes which consitutite our (Intellectual Property);
(i) access or use the Services to provide a product or service that is in breach of any applicable law or regulation; and
(j) reverse engineer, decompile, manipulate or access any source code or object code related to the Services, or use any machine learning or artificial intelligence system in relation to the output of the Services.
Co-operation
15.2. You must provide to Estate Track, or procure for Estate Track from any third party identified by Estate Track, such:
(a) co-operation, support and advice; and
(b) information and documentation,
as are reasonably necessary to enable Estate Track to perform its obligations under the Contract.
15.3. The Services must only be used by your officers, employees, agents and subcontractors and you must not permit any unauthorised person or application to access or use the Services.
15.4. Save as expressly provided in these Terms and Conditions, you shall be responsible for obtaining and, where relevant, paying for any licenses of third party software that may be required for the use of the Services.
15.5 You shall be responsible for ensuring that your passwords relating to the Services are securely constructed, are kept securely and are not disclosed to any unauthorised person and you must notify Estate Track as soon as practicable if you become aware that any password relating to the Services has been or may have been compromised or misused.
15.6. You acknowledge that in relation to any delay in:
(a) you performing your obligations under these Terms and Conditions; or
(b) the provision of third-party co-operation, may result in a delay in or inability in our performance of the Services;
Estate Track will not be liable to you in respect of any failure to the extent that that failure arises out of such a delay. You must promptly notify Estate Track of any complaints you may have regarding the Services.
16. Data protection
16.1. Each party shall comply with the Data Protection Laws with respect to the processing of Your Personal Data.
16.2. You warrant to Estate Track that you have the legal right to disclose or make available all Personal Data that:
(a) is contained in Your Materials;
(b) you otherwise disclose or make available to Estate Track under or in connection with the Contract, including Personal Data relating to your business that is accessed by the Services or collected by Estate Track through any application programming interface.
16.3. You shall only supply to Estate Track, and Estate Track shall only process, in each case under or in relation to the Contract:
(a) the Personal Data of data subjects contained in Your Materials (and such other categories as may be agreed by the parties in writing); and
(b) Personal Data of any type contained in Your Materials (and such other types as may be agreed by the parties in writing).
16.4. Estate Track shall only process Your Personal Data for the purposes of providing, administering and monitoring the Services.
16.5. Estate Track shall only process Your Personal Data during the Term and for not more than 45 days following the end of the Term, subject to the other provisions of this Clause 16.
16.6. Estate Track shall only process Your Personal Data on your documented instructions (including with regard to transfers of Your Personal Data to any place outside the United Kingdom and European Economic Area), as set out in these Terms and Conditions or any other document agreed by the parties in writing.
16.7. You hereby authorise Estate Track to make the following transfers of Your Personal Data:
(a) Estate Track may transfer Your Personal Data to its sub-processors in the jurisdictions identified in Clause 16.13, providing that such transfers must be protected by appropriate safeguards (namely, the use of standard contractual clauses and/or the Privacy Shield scheme); and
(b) Estate Track may transfer Your Personal Data to a country, territory or sector to the extent that the relevant data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.
16.8. Estate Track shall promptly inform you if, in the opinion of Estate Track, your instructions relating to the processing of Your Personal Data infringe the Data Protection Laws.
16.9. Notwithstanding any other provision of the Contract, Estate Track may process Your Personal Data if and to the extent that Estate Track is required to do so by applicable law. In such a case, Estate Track shall inform you of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
16.10. Estate Track shall ensure that persons authorised to process Your Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
16.11. Estate Track and you shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for Your Personal Data.
16.12. Estate Track shall not engage any third party to process Your Personal Data without your prior specific or general written authorisation. In the case of a general written authorisation, Estate Track shall inform you at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if you object to any such changes before their implementation, then you may terminate the Contract on 7 days’ written notice to Estate Track, providing that such notice must be given within the period of 7 days following the date that Estate Track informed you of the intended changes. Estate Track shall ensure that each third-party processor is subject to equivalent legal obligations as those imposed on Estate Track by this Clause 16.
16.13. As at the Effective Date, Estate Track is hereby authorised by you to engage, as sub-processors with respect to Your Personal Data, third parties within the following categories (and in the following jurisdictions): email system services providers; website and application hosting services providers; development and maintenance services providers; marketing and content creation services providers; and social media services providers. These services providers may provide their services in the UK or EU or, subject to Estate Track’s obligations in Clause 16.7, in the USA or elsewhere in the world.
16.14. Estate Track shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist you with the fulfilment of your obligation to respond to requests exercising a data subject’s rights under the Data Protection Laws.
16.15. Estate Track shall assist you in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. Estate Track may charge you at its standard time-based charging rates for any work performed by Estate Track at your request pursuant to this Clause 16.15.
16.16. Estate Track must notify you of any Personal Data breach affecting Your Personal Data without undue delay and, in any case, not later than 48 hours after Estate Track becomes aware of the breach.
16.17. Estate Track shall make available to you all information necessary to demonstrate the compliance of Estate Track with its obligations under this Clause 16 and the Data Protection Laws. Estate Track may charge you at its standard time-based charging rates for any work performed by Estate Track at your request pursuant to this Clause 16.17.
16.18. Estate Track shall delete Your Personal Data after the provision to you of services relating to the processing and before the end of the period of 45 days following termination, save to the extent that applicable law requires storage of the relevant Personal Data. If you request a copy of Your Personal Data before deletion, Estate Track will provide such copy to you at no charge.
16.19. Estate Track shall allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you in respect of the compliance of Estate Track’s processing of Your Personal Data with the Data Protection Laws and this Clause. Estate Track may charge you at its standard time-based charging rates for any work performed by Estate Track at your request pursuant to this Clause 16.19.
16.20. If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under the Contract, then the parties shall use their best endeavours promptly to agree such variations to the Contract as may be necessary to remedy such non-compliance.
16.21. As part of the Website Platform Estate Track may include within the Website generic template forms of a privacy policy and/or cookies policy. You acknowledge that the policies are not bespoke materials specific to you and you are solely responsible for ensuring that any such policies are suitable, accurate, complete and fulfill any compliance requirements you may have under any Data Protection Laws.
17. Warranties and warranty limitations
17.1. Estate Track shall provide the Services with reasonable skill and care.
17.2. Estate Track warrants to you that the Website, when used by you in accordance with these Terms and Conditions, will not infringe the copyright of any person under English law; providing however that Estate Track shall have no liabilities in respect of any infringement of any person’s Intellectual Property Rights caused by Your Materials or any Third Party Materials.
17.3. You warrant to Estate Track that you have the legal right and authority to enter into the Contract and to perform your obligations under these Terms and Conditions.
17.4. The warranties and representations of each party in respect of the subject matter of the Contract(s) are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Contract will be implied into the Contract or any related contract.
17.5. You acknowledge that:
(a) complex software is never wholly free from defects, errors, bugs and vulnerabilities. Subject to the other provisions of these Terms and Conditions, Estate Track gives no warranty or representation that the Website or Services will be wholly free from defects, errors, bugs and vulnerabilities;
(b) the Website is only designed to be compatible with the current versions of indicated web browsers from time to time. Estate Track does not warrant or represent that the Website or Services will be compatible with any other software;
(c) changes to the hardware, software and/or configuration of your computer systems after a Go Live Date may affect the compatibility of those computer systems with the Services and may reduce or negate the benefits of the Services to you. Any work necessary to restore the compatibility may incur additional charges at our standard time and material rates in force from time to time;
(d) you are responsible for ensuring that the Website incorporates appropriate legal documentation (such as terms and conditions of use, a privacy notice and a cookie notice) required by law or necessary to manage legal risk associated with the Website. You acknowledge that while Estate Track may provide law-related information to you, and may refer you to suppliers of legal documentation for the Website, Estate Track will not provide any legal, financial, accountancy or taxation advice in relation to the Website or Services;
(e) delivery of emails can never be guaranteed by an email service provider. Accordingly, Estate Track does not guarantee the delivery of emails modified by or sent using the Services. You further acknowledge that the sending of bulk email may result in the blacklisting of domain names associated with the bulk mailing, that such blacklisting is outside the control of Estate Track, and that Estate Track will not be responsible for any loss or damage which may arise out such blacklisting;
(f) changes to the content and/or structure of a website may affect the performance of the website in the search engine results pages, that such effects are outside the control of Estate Track, and that Estate Track will not be responsible for any loss or damage which may arise out changes in such performance;
(g) Estate Track relies upon third party data sources in relation to the provision of the Services, that Estate Track does not have direct control over those data sources and that Estate Track does not guarantee the accuracy of that data. Accordingly, neither a failure to supply such data, nor any inaccuracy in such data, shall constitute a breach of the Contract.
18. Indemnity
You shall indemnify and shall keep indemnified Estate Track against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Estate Track and arising directly or indirectly as a result of any breach or alleged breach by you of any provision of these Terms and Conditions or any agreed variation to them.
19. Limitations and exclusions of liability
19.1. Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
19.2. The limitations and exclusions of liability set out in this Clause and elsewhere in these Terms and Conditions:
(a) are subject to Clause 19.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
19.3. Estate Track shall not be liable to you in respect of :
(a) any losses arising out of a Force Majeure Event;
(b) any loss of profits or anticipated savings;
(c) any loss of revenue or income;
(d) any loss of business, contracts or opportunities.
(e) any loss or corruption of any data or database;
(f) any special, indirect or consequential loss or damage;
(g) any loss or damage arising out of any delay in email delivery or non-delivery of emails;
(h) any loss or damage arising out of:
(i) any failure by any third party to supply any data for publication on the Website; or
(ii) the publication on the Website of any data supplied directly or indirectly by any third party.
19.4. The liability of Estate Track to you under the Contract in respect of any event or series of related events shall not exceed the greater of:
(a) GBP 1,000; and
(b) the total amount paid and payable by you to Estate Track under the Contract in the 12-month period preceding the commencement of the event or events.
19.5. The aggregate liability of Estate Track to you under the Contract shall not exceed GBP 100,000.
20. Force Majeure Event
If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Contract (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
21. Term
21.1. The Contract shall come into force upon the Effective Date.
21.2. The Contract shall continue for the Minimum Service Period; and thereafter it shall continue in force for successive periods equal in length to the Minimum Service Period (the “Renewal Terms”), subject to termination in accordance with Clause 22 or any other provision of the Contract. For the avoidance of doubt, please note the following:
(a) if the Contract is not terminated by either party in accordance with Clause 22.1, the Contract will automatically renew at the end of the Minimum Service Period and any Renewal Term;
(b) if Estate Track are requested and agree to rework, redesign or build a new website prior to the end of the Minimum Service Period, then The Contract shall continue in force for a successive period equal in length to the Minimum Service Period and clause 22.1 shall not apply;
(c) if written notice of termination is given to Estate Track in accordance with Clause 22.1, but then the service continues after the termination period has passed and without an agreed extension period in writing, then the Contract shall continue in force for a successive period equal in length to the Minimum Service Period.
22. Termination
22.1. Either party may terminate the Contract at the end of the Minimum Service Period or any Renewal Term by giving to the other party at least 90 days’ prior written notice of termination.
22.2. Estate Track may terminate the Contract immediately by giving written notice of termination to you if you commit a material breach of the Contract. You may terminate the Contract immediately by giving written notice of termination to Estate Track if:
(a) Estate Track commits an irremediable material breach of the Contract; or
(b) Estate Track commits a remediable material breach of the Contract and fails to remedy that material breach within the period of 30 days following the date of receipt of a written notice from you requiring Estate Track to do so.
22.3. Either party may terminate the Contract immediately by giving written notice of termination to the other party if:
(a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or
(d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.
22.4. All of the parties’ rights to terminate the Contract are expressly set out in these Terms and Conditions. For the avoidance of doubt, you will have no right to terminate the Contract, or be relieved of any obligation to pay the Fees, as a result of a non-material breach by Estate Track.
23. Effects of termination
23.1. Upon the termination of the Contract, all of the provisions of these Terms and Conditions shall cease to have effect, save any provision that expressly or by implication is intended to come into or continue in force on or after termination or expiry which shall remain in full force and effect.
23.2. Except to the extent that these Terms and Conditions expressly provide otherwise, the termination of the Contract shall not affect the accrued rights of either party.
23.3. Save to the extent expressly provided otherwise in these Terms and Conditions, upon the termination of the Contract all Services shall automatically and immediately terminate.
23.4. Unless otherwise stated in these Terms and Conditions, within 10 days following the termination of the Contract for any reason you must pay to Estate Track any Fees in respect of Services provided to you before the termination of the Contract or due in respect of any unexpired part of the Minimum Service Period. Such payment is without prejudice to Estate Track’s other legal rights.
23.5. You acknowledge that following termination of the hosting service you will not be able to operate the Website as designed.
23.6. If the Marketing Service is terminated, then you should download a copy of your marketing database(s) before the date of effective termination or where such download was not practicable before such date, Estate Track shall allow you a reasonable timeframe to complete the download following the date of effective termination.
24. Notices
24.1. Any notice given under these Terms and Conditions must be in writing, whether or not described as a “written notice” in these Terms and Conditions.
24.2. Any notice given by one party to the other under these Terms and Conditions must be:
(a) delivered personally;
(b) sent by courier;
(c) sent by recorded signed-for post; or
(d) sent by email,
using the relevant contact details set out at the start of these Terms and Conditions or provided by you during the sign-up process.
24.3. The addressee and contact details may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause.
24.4. A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below:
(a) in the case of notices delivered personally, upon delivery;
(b) in the case of notices sent by courier, upon delivery;
(c) in the case of notices sent by post, 48 hours after posting; and
(d) in the case of notices sent by email, at the time of the sending of the email if sent during Business Hours or the next working day if sent outside Business Hours (providing that the sending party retains written evidence that the email has been sent).
25. Subcontracting
25.1. Subject to any express restrictions elsewhere in these Terms and Conditions, Estate Track may subcontract any of its obligations under the Contract.
25.2. Subject to Clause 19.3 and the other express provisions of the Contract, Estate Track shall remain responsible to you for the performance of any subcontracted obligations.
26. Assignment
26.1. You hereby agree that Estate Track may assign, transfer or otherwise deal with its contractual rights and obligations under these Terms and Conditions.
26.2. You must not assign, transfer or otherwise deal with your contractual rights and/or obligations under these Terms and Conditions without the prior written consent of Estate Track, providing that you may assign the entirety of your rights and obligations under these Terms and Conditions to any member of your group of companies or to any successor to all or a substantial part of your business from time to time. You must give to us advance written notice of any such assignment.
27. No waivers
27.1. No breach of any provision of the Contract will be waived except with the express written consent of the party not in breach.
27.2. No waiver of any breach of any provision of the Contract shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Contract.
28. Severability
28.1. If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
28.2. If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
29. Third party rights
29.1. The Contract is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.
29.2. The exercise of the parties’ rights under the Contract is not subject to the consent of any third party.
30. Variation
The Contract may not be varied except by means of a written document signed by or on behalf of each party.
31. Entire agreement
31.1. The main body of these Terms and Conditions and the Pricing Page shall constitute the entire agreement between the parties in relation to the subject matter of each Contract, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
31.2. Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Contract.
32. Law and jurisdiction
32.1. These Terms and Conditions shall be governed by and construed in accordance with English law.
32.2. Any disputes relating to the Contract shall be subject to the exclusive jurisdiction of the courts of England.
33. Definitions
In these Terms and Conditions:
“Additional Services” means any additional services not otherwise specified in these Terms and Conditions that Estate Track agrees to provide to you from time to time, which may include design services, marketing services, consulting and/or service management;
“Business Hours” means the hours of 09:00 to 17:30 GMT/BST on any weekday other than a bank or public holiday in England;
“Confidential Information” means Estate Track Confidential Information and Your Confidential Information;
“Content Deliverables” means those works and materials created by or on behalf of Estate Track in the course of Estate Track providing the Services that are delivered to you, or that Estate Track has an obligation to deliver to you, under these Terms and Conditions;
“Contract” means any contract made under these Terms and Conditions between Estate Track and you for any of the Services;
“Data Protection Laws” means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;
“Discovery Call” means a booked meeting with you whereby Estate Track starts the process of building your Website Platform;
“Email Branding Service” means the application of branding to emails;
“Email Marketing Services” means a hosted email marketing platform enabling you to manage, execute and analyse email marketing campaigns;
“Estate Track Confidential Information” means
(a) any information disclosed by or on behalf of Estate Track to you during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by you (acting reasonably) to be confidential; and
(b) the financial terms of the Contract (excluding information on the Pricing Page);
“Estate Track Website” means our website at https://estatetrack.co.uk or such other address as notified by us from time to time;
“EU GDPR” means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“Fees” means:
(a) the amounts specified on the Pricing Page;
(b) such other amounts as may be agreed in writing by the parties from time to time; and
(c) to the extent that these Terms and Conditions provide for time-based fees, amounts calculated by multiplying Estate Track’s standard time-based charging rates by the time spent providing the relevant Services or performing the relevant work;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars);
“Hosted Data” means all data, works and materials: uploaded to or stored on the Platform by you or by any third party using the Website; or supplied by you to Estate Track for uploading to, transmission by or storage on the Platform;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Lead Generation Services” the service described in Clause 6;
“Marketing Services” the services described in Clause 4 including the Email Marketing Services and the Email Branding Services;
“Personal Data” has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
“Platform” means the platform managed by Estate Track and used by Estate Track to provide the Services, including the application and database software, the system and server software used to provide the Email Branding Service, and the computer hardware on which that application, database, system and server software is installed;
“Pricing Page” means the pricing page on the Estate Track Website at the time of you ordering of the relevant Services, subject to any variations and updates in accordance with these Terms and Conditions;
“Privacy and Electronic Communications (EC Directive) Regulations 2003” means the Privacy and Electronic Communications (EC Directive) Regulations 2003 as may be updated, amended and superseded from time to time;
“Services” the Website Service, Marketing Service and Lead Generation Service and any Additional Services that Estate Track agrees to provide to you in accordance with these Terms and Conditions from time to time and all as more particularly describe on the Estate Track Website;
“Site Files” means:
(a) the database content for the Website; and
(b) those files forming part of the Website which are necessary to reproduce the visual appearance of the front-end of the Website,
in such format or formats as Estate Track may determine in its sole discretion;
“Social Media Platforms” means Facebook, Instagram and any other social media platforms agreed by the parties in writing from time to time;
“Spam” means:
(a) any electronic messages that breach applicable anti-spam laws, including the Privacy and Electronic Communications (EC Directive) Regulations 2003; and
(b) any bulk and unsolicited electronic messages;
“Term” means the term of the Contract, commencing in accordance with Clause 21.1 and ending in accordance with Clause 21.2;
“Third Party Materials” means those elements of the works and materials that are made available or delivered to you, or that Estate Track has an obligation to make available or deliver to you, under the Contract (excluding Your Materials), the Intellectual Property Rights in which are owned by a third party;
“Third Party Services” means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Services by Estate Track from time to time and where the supply of the third party services is under a separate contract or arrangement between you and the relevant third party;
“Trademarks” means your registered and unregistered trademarks;
“UK GDPR” means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;
“Website Service”
the design and development of the Website by Estate Track in accordance with your reasonable instructions as agreed by Estate Track (“Website Creation”);
updating the software for the Website and/or editing and updating the content of the Website (“Website Maintenance”);
hosting the Website by Estate Track for you via the internet,
all as detailed in Clause 2 and on the Estate Track Website.
“Website” means the website created by Estate Track for you;
“Website Dashboard” means a control interface for the Website giving you limited rights to add, delete and edit content on the Website;
“Your Confidential Information” means:
(a) any information disclosed by you or on your behalf to Estate Track during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as “confidential” or should have been understood by Estate Track (acting reasonably) to be confidential; and
(b) Your Personal Data;
“Your Materials” means all works and materials supplied by or on your behalf to Estate Track for use in connection with the Services, including:
(a) the Hosted Data;
(b) your Trademarks;
(c) the content of emails sent using the Email Services; and
(d) any lead data collected and made available to you by the Lead Generation Services (including lead data which is collected by installations of the tool on third party websites and provided to you on account of the geographical area of operation of your business); and
“Your Personal Data” means any Personal Data that is processed by Estate Track on your behalf in relation to the Contract.
34. Interpretation
In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of these Terms and Conditions.
In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.