Veya – Terms of Use

These terms and conditions (“Terms and Conditions“) govern the Client’s access to and use of the Platform provided by TM Property Searches Limited, a company registered in England and Wales (company number 03775703), whose registered office is at 1200 Delta Business Park, Swindon, Wiltshire, SN5 7XZ (“we“, “us“, “our“).

The Agreement comprises these Terms and Conditions together with any separate commercial terms agreed between the parties. The contracting party shall be TM Property Searches Limited or such other member of the TM Property Searches Limited corporate group as is identified in the Agreement. Where the Agreement includes separate commercial terms, those commercial terms shall take precedence over these Terms and Conditions to the extent of any inconsistency, and these Terms and Conditions shall otherwise apply in full to the Client’s access to and use of the Platform.

1. Definitions

“Access Credentials” means usernames, passwords and other credentials enabling access to the Platform, including both Access Credentials for the User Interface and Access Credentials for the Veya API;

1.1 In these Terms and Conditions except to the extent expressly provided otherwise:

“Account” means the online service area of the Platform accessible using Access Credentials;

“Agreement” means the contract between the Client and TM Property Searches Limited (or such other member of the TM Property Searches Limited corporate group as is identified as the contracting party) comprising these Terms and Conditions and any separate commercial terms, as may be amended from time to time in accordance with its terms;

“Business Day” means any weekday other than a bank or public holiday in England;

“Business Hours” means the hours of 09:00 to 17:00 UK time on a Business Day;

“Confidential Information” means our Confidential Information and the Client’s Confidential Information;

“Client” means the person or business entity that accesses or otherwise utilises the Platform;

“Account Manager” means the representative of us assigned to the Client for the purposes of managing the commercial relationship and communicating Fees and other commercial matters;

“Client Data” means the data inputted to the Platform by or on behalf of the Client;

“Client Personal Data” means any Personal Data that is processed by us on behalf of the Client in connection with the Platform;

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the Data Protection Act 2018 and UK GDPR, Privacy and Electronic Communication Regulation and any other laws, regulations and secondary legislation relating to the processing of Personal Data and privacy, as amended or updated from time to time in the UK, and any successor legislation to the UK GDPR or the Data Protection Act 2018;

“Fees” means the subscription fees and charges payable by the Client for access to and use of the Platform and Veya API, as set out in the Agreement or as otherwise notified to the Client in writing;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including, without limitation, 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);

“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 (including, without limitation, 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);

“Personal Data” means personal data under any of the Data Protection Laws;

“Platform” means the online platform hosted at www.askveya.com and/or Veya API or any combination of such that is owned and operated by us and made accessible to the Client under these Terms and Conditions through an Account;

“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari;

“Terms and Conditions” means these terms and conditions (including any Schedules) as amended from time to time;

“Third Party Services” means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Platform by us from time to time in circumstances where the Client must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

“Update” means a hotfix, patch or minor version update to any of the Platform’s software;

“Upgrade” means a major version upgrade to any of the Platform’s software;

“User” means any individual who accesses the Platform;

“User Interface” means the interface for the Platform designed to allow individual Users to access and use the Platform;

“Veya API” means the application programming interface made available to the Client by us, including our REST API which enables the Client to (i) to order a Veya assessment (ii) to request information from its clients and (iii) to view the results of the Veya assessment including downloading HM Land Registry documents.

2. Term

2.1 These Terms and Conditions form part of the Agreement, and shall apply from the earlier of: (i) the Client creating an Account, or (ii) the Agreement incorporating these Terms and Conditions coming into effect, and shall continue in force for the duration of the Agreement, subject to any provision of these Terms and Conditions or the Agreement to the contrary (the “Term“).

2.2 The Client shall procure that each User nominated by the Client uses the Platform strictly in accordance with these Terms and Conditions, and the Client shall be responsible for ensuring that each such User is made aware of and complies with these Terms and Conditions.

3. The Platform

3.1 Subject to these Terms and Conditions, we shall make available to the Client an Account and Access Credentials for one User, and Access Credentials for each subsequent User as requested by the Client.

3.2 We hereby grant to the Client and each User a revocable, non-exclusive, non-transferable, non-assignable licence to use the Platform for the duration of the Term in accordance with these Terms and Conditions using a Supported Web Browser, Veya API or any other technology approved by us in writing from time to time.

3.3 The licence granted by us to the Client under Clause 3.2 is subject to the following limitations:

(a) only the Client and Users linked to the Client’s Account may access the Platform;

(b) a User must be a partner, member, officer, employee, agent or subcontractor of the Client, depending on the Client’s constitution (unless the Client is a sole trader); and

3.4 Except to the extent expressly permitted in these Terms and Conditions or required by applicable law, the licence granted by us to the Client under Clause 3.2 is subject to the following prohibitions:

(a) the Client must not sub-license its right to access and use the Platform;

(b) the Client must not permit any unauthorised person or application to access or use the Platform;

(d) the Client must not conduct or request that any other person conduct any load testing or penetration testing on the Platform.

3.5 The Client shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Platform by means of the Access Credentials.

3.6 The Client acknowledges and agrees that, whilst we will use reasonable endeavours to ensure the availability of the Platform, such availability is subject to these Terms and Conditions and we do not guarantee that the Platform will be available at all times.

3.7 The Client must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all Users and all persons who access the Platform using the Client’s Access Credentials also comply with Schedule 1 (Acceptable Use Policy).

3.8 We reserve the right to suspend or restrict the Client’s access to the Platform immediately and without notice if we reasonably believe that: (a) the Client is in material breach of these Terms and Conditions; (b) continued access poses a security risk to the Platform, to us, or to other Users; or (c) the Client’s use of the Platform is causing or is likely to cause material harm to the Platform or other Users. We shall notify the Client of any such suspension as soon as reasonably practicable and shall provide the Client with a reasonable opportunity to remedy any breach (where capable of remedy).

3.9 We may modify, update or discontinue any aspect of the Platform (including Updates and Upgrades) at any time without liability to the Client, provided that we shall use reasonable endeavours to maintain the core functionality of the Platform.

3.10 The Client must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform.

3.11 The Client must not use the Platform in any way that consumes excessive Platform resources or materially degrades the performance of the Platform for other Users. The Client acknowledges and agrees that we may implement reasonable technical measures to limit the Client’s use of Platform resources in order to ensure the Platform remains reasonably accessible to all Users.

3.12 The Client must not use the Platform:

(a) in any way that is unlawful, illegal, fraudulent, or harmful; or

(b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.

3.13 For the avoidance of doubt, the Client has no right to access the software code (including object code, intermediate code, and source code) of the Platform or any documentation relating to the Platform’s architecture or design, either during or after the Term.

4. Scheduled maintenance

4.1 We may from time to time suspend the Platform for the purposes of scheduled maintenance and will notify the Client by email or through information provided at www.askveya.com.

4.2 We shall use reasonable endeavours to provide the Client with at least five (5) Business Days’ prior written notice of any scheduled maintenance that is reasonably expected to affect the availability of the Platform.

4.3 We shall ensure that all scheduled maintenance is carried out outside Business Hours.

5. Client obligations

5.1 Save to the extent that the parties have agreed otherwise in writing, the Client must provide to us, or procure for us, such:

(a) co-operation, support and advice;

(b) information and documentation; and

as are reasonably necessary to enable us to perform our obligations under these Terms and Conditions.

5.2 The Client must provide to us, or procure for us, such access to the Client’s computer hardware, software, networks and systems as may be reasonably required by us to enable us to perform our obligations under these Terms and Conditions.

5.3 When using the Platform the Client must provide accurate data and we shall not be liable for any error or misleading information present in material produced by the Platform where inaccurate data was provided by the Client.

6. Client Data

6.1 The Client hereby grants to us a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Client Data to the extent reasonably required for the performance of our obligations and the exercise of our rights under these Terms and Conditions. The Client also grants to us the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these Terms and Conditions.

6.2 The Client warrants to us that the Client Data shall not infringe any Intellectual Property Rights or other legal rights of any person and shall not breach any applicable law, statute or regulation in any jurisdiction from which the Client or any User accesses the Platform.

6.3 We shall use reasonable commercial endeavours to create and maintain a back-up copy of the Client Data sufficient to enable us to restore the Client Data.

7. Integrations with Third Party Services

7.1 The Platform is integrated with certain Third-Party Services and we may integrate the Platform with additional Third Party Services at any time.

7.2 The Client acknowledges and agrees that:

(a) the integration of Third-Party Services with respect to the Platform may result in the transfer of Client Data and/or Client Personal Data from the Platform to the relevant Third-Party Services and vice versa; and

(b) save in respect of our obligations under the Data Protection Laws and Clause 12, we have no control over, or responsibility for, any disclosure, modification, deletion or other use of Client Data and/or Client Personal Data by any provider of Third Party Services.

7.3 We give no guarantees, warranties or representations in respect of any Third-Party Services.

7.4 We shall not be liable to the Client in respect of any loss or damage that may be caused by Third Party Services or any provider of Third-Party Services.

8. No assignment of Intellectual Property Rights

8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from us to the Client, or from the Client to us.

8.2 The Client acknowledges that all Intellectual Property Rights in the Platform and any materials, content, or outputs created by us or generated by the Platform in the course of providing the Platform or performing our obligations under these Terms and Conditions (excluding the Client Data) are and shall remain the exclusive property of us or our licensors.

8.3 The Client warrants that it has all necessary rights to grant the licence set out in Clause 6.1 and that our use of the Client Data in accordance with these Terms and Conditions will not infringe any third party Intellectual Property Rights.

9. Fees

9.1 The Client shall pay the Fees to us in accordance with the Agreement or as otherwise notified to the Client in writing by the Account Manager.

9.2 We may vary the Fees from time to time by giving the Client not less than thirty (30) days’ prior written notice of such variation.

9.3 We shall issue invoices and/or receipts to the Client in respect of all Fees paid or payable.

9.4 All amounts stated in or in relation to the Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which shall be added to those amounts and be payable by the Client to us.

9.5 The Client shall pay the Fees by direct debit or by such other payment methods as may be notified by us to the Client from time to time.

9.6 If the Client fails to pay any amounts properly due to us under the Agreement, we may suspend access to the Account for all Users of that Client and/or terminate the Agreement in accordance with Clause 18.4.

10. Confidentiality obligations

10.1 Both parties must:

(a) keep the Confidential Information strictly confidential;

(b) not disclose the Confidential Information to any person without the other party’s prior written consent;

(c) use the same degree of care to protect the confidentiality of the Confidential Information as that party uses to protect their own confidential information of a similar nature, being at least a reasonable degree of care;

10.2 Notwithstanding Clause 10.1, 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, and to the same categories of persons within that other party’s corporate group, provided that such persons have a need to access the Confidential Information for the performance of their work with respect to these Terms and Conditions and are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.

10.3 No obligations are imposed by this Clause 10 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.

10.4 The restrictions in this Clause 10 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.

10.5 Upon the termination of the Agreement, each party must immediately cease to use the other party’s Confidential Information.

10.6 The provisions of this Clause 10 shall continue in force for a period of five years following the termination of the Agreement, at the end of which period they will cease to have effect.

11. Publicity

11.1 Neither party may make any public disclosures relating to the Agreement or the subject matter of the Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

11.2 Nothing in this Clause 11 shall be construed as limiting the obligations of the parties under Clause 10.

12. Data protection

12.1 Each party shall comply with the Data Protection Laws with respect to the processing of Personal Data.

12.2 The Client warrants to us that it has the legal right to disclose all Personal Data that it discloses to us under or in connection with these Terms and Conditions.

12.3 The Client shall only supply to us, and we shall only process, in each case under or in relation to these Terms and Conditions:

(a) Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 2 (Data processing information) (or such other categories as may be agreed by the parties in writing); and

(b) Personal Data of the types specified in Section 2 of Schedule 2 (Data processing information) (or such other types as may be agreed by the parties in writing).

12.4 We shall only process Personal Data for the purposes specified in Section 3 of Schedule 2 (Data processing information).

12.5 We shall only process Personal Data during the Term and for such period as is necessary for the purposes set out in Section 3 of Schedule 2 (Data processing information) or as required by applicable law or regulation, and in any event for no longer than such period following the end of the Term as is necessary for the purposes set out in Section 3 of Schedule 2 (Data processing information), for compliance with applicable legal or regulatory retention requirements, or for the establishment, exercise or defence of legal claims, and in any event for no longer than is permitted by Data Protection Laws, subject to the other provisions of this Clause 12.

12.6 We shall only process Personal Data on the documented instructions of the Client (including with regard to transfers of Personal Data to any place outside the European Economic Area and the United Kingdom) as set out in these Terms and Conditions or any other document agreed by the parties in writing, unless required to do so by Data Protection Laws to which we are subject, in which case we shall inform the Client of that legal requirement before processing, unless prohibited from doing so by such law.

12.7 We shall ensure that persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, and shall take appropriate measures to ensure the reliability of any personnel who have access to Personal Data.

12.8 Both we and the Client shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for Personal Data.

12.9 The Client hereby authorises us to process Personal Data as follows:

(a) we may transfer Personal Data internally to our own officers, employees, professional advisers and offices provided that such transfers and processing are protected by suitable safeguards;

(b) we may transfer Personal Data to our sub-processors identified in Section 5 of Schedule 2 (Data processing information) from time to time, provided that such processing and transfers are protected by suitable safeguards;

(c) we may transfer Personal Data to a country, territory or sector to the extent that the competent data protection authorities in the UK have decided that the country, territory, or sector ensures an adequate level of protection for Personal Data; and

(d) we may process Personal Data in accordance with these Terms and Conditions in order for the Client to access information supplied by the Platform.

12.10 We shall, taking into account the nature of the processing and the information available to us, provide reasonable assistance to the Client to enable the Client to comply with its obligations under the Data Protection Laws, including: (a) responding to requests from data subjects exercising their rights; (b) ensuring the security of processing of Personal Data; (c) notifying personal data breaches to the supervisory authority; (d) communicating personal data breaches to data subjects; (e) conducting data protection impact assessments; and (f) undertaking prior consultation in relation to high-risk processing. We shall respond to any requests for assistance under this Clause 12.10 within ten (10) Business Days or such shorter period as may be required by Data Protection Laws. We may separately charge the Client for any work performed by us at the request of the Client pursuant to this Clause 12.10.

12.11 We shall notify the Client of any Personal Data breach affecting the Client Personal Data in accordance with our obligations under the Data Protection Laws and shall provide the Client with sufficient information to enable the Client to comply with any obligations to notify the supervisory authority or data subjects under the Data Protection Laws.

12.12 We shall make available to the Client all information reasonably requested by the Client to demonstrate the compliance of us with our obligations under this Clause 12 and the Data Protection Laws. We may charge the Client for any work performed by us at the request of the Client pursuant to this Clause 12.12.

12.13 We shall, at the choice of the Client, delete or return all of the Client Personal Data to the Client within thirty (30) days following the end of the Term, and shall delete all existing copies (including backup copies) save to the extent that we are required by applicable law or regulation to retain such Personal Data, in which case we shall isolate and protect such Personal Data from any further processing (except to the extent required by such law or regulation) and shall delete such Personal Data when the legal retention requirement ceases to apply.

12.14 We shall allow for and contribute to audits, including inspections, conducted by the Client or another auditor mandated by the Client in respect of the compliance of our processing of Client Personal Data with the Data Protection Laws and this Clause 12, provided that the Client gives us reasonable prior written notice of any audit, conducts audits during Business Hours and no more than once per year (unless required by a supervisory authority), and ensures that all auditors are bound by appropriate confidentiality obligations. We may charge the Client for any work performed by us at the request of the Client pursuant to this Clause 12.14.

12.15 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 processing of Personal Data carried out under these Terms and Conditions, then we may vary these Terms and Conditions in accordance with Clause 26 as may be necessary to remedy such non-compliance.

12.16 We may engage additional third-party sub-processors, or replace existing sub-processors, to process Personal Data, provided that we inform the Client at least thirty (30) days in advance of any intended changes concerning the addition or replacement of any sub-processor. If the Client objects to any such changes on reasonable data protection grounds before their implementation, the parties shall work together in good faith to find a resolution. We shall ensure that each third-party sub-processor is subject to equivalent data protection obligations as those imposed on us by this Clause 12, by way of a written contract. If the Client objects to any proposed changes on reasonable data protection grounds and the parties are unable to reach a resolution within thirty (30) days, either party may terminate the Agreement by giving not less than thirty (30) days’ written notice to the other party.

13. Warranties

13.1 We warrant to the Client that:

(a) we have the legal right and authority to perform our obligations under these Terms and Conditions;

(b) we will comply with all applicable legal and regulatory requirements applying to the exercise of our rights and the fulfilment of our obligations under these Terms and Conditions; and

(c) we have, or have access to, all necessary know-how, expertise and experience to perform our obligations under these Terms and Conditions.

13.2 The Client warrants to us that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

13.3 The Client warrants that it is not a consumer under applicable law and is engaged in a trade, profession, or business for the purposes of accessing the Platform.

13.4 All of the parties’ warranties and representations in respect of the subject matter of these Terms and Conditions 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 these Terms and Conditions will be implied into these Terms and Conditions or any related contract.

13.5 We do not warrant that the use of the Platform will be uninterrupted or error-free.

14. Acknowledgements and warranty limitations

14.1 The Client acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, we give no warranty or representation that the Platform will be wholly free from defects, errors and bugs.

14.2 The Client acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, we give no warranty or representation that the Platform will be entirely secure.

14.3 The Client acknowledges that the Platform is designed to be compatible only with that software and those systems as specified by us from time to time; and we do not warrant or represent that the Platform will be compatible with any other software or systems.

14.4 The Client acknowledges and agrees that we will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Platform; and, except to the extent expressly provided otherwise in these Terms and Conditions, we do not warrant or represent that the Platform will be suitable for all of the Client’s legal, regulatory or compliance requirements.

14.5 The Client acknowledges and agrees that we are not responsible for any delay, degradation or failure in the Platform caused by the Client’s (or any other third party’s) systems, software, devices, equipment, network, firewall settings or internet connectivity.

14.6 The Client acknowledges and agrees that: (a) we are not responsible for and do not warrant or represent the accuracy, completeness, reliability, timeliness or availability of any data, information or content provided by any third party (including the Client) or generated from such data; and (b) we shall have no liability to the Client in respect of any loss or damage arising from the Client’s reliance on any such data, information or content.

15. Indemnities

15.1 The Client shall indemnify us and shall keep us indemnified 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 us and arising directly or indirectly as a result of any breach by the Client of these Terms and Conditions or applicable law or regulation.

15.2 We shall indemnify the Client and shall keep the Client indemnified against any and all liabilities, damages, losses, costs and expenses (including legal fees and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Client and arising directly as a result of any third party claim that the Client’s use of the Platform in accordance with these Terms and Conditions infringes that third party’s Intellectual Property Rights, provided that:

(a) the Client notifies us promptly in writing of any such claim;

(b) the Client does not make any admission, settlement or compromise in relation to the claim without our prior written consent;

(d) the Client provides us with all reasonable assistance in relation to the claim at our expense.

15.3 The indemnity set out in Clause 15.2 shall not apply to the extent that any claim arises from or is attributable to:

(a) any use of the Platform by the Client otherwise than in accordance with these Terms and Conditions;

(b) any modification or alteration of the Platform by the Client or any third party;

(c) the use of the Platform in combination with any software, hardware, data or services not supplied or approved by us in writing;

(d) the Client Data or any content provided by the Client; or

(e) the continued use of the Platform by the Client after we have notified the Client of an actual or alleged infringement and provided the Client with a non-infringing alternative or modification.

15.4 The indemnity protection set out in this Clause 15 shall be subject to the limitations and exclusions of liability set out in Clause 16.

16. Limitations and exclusions of liability under these Terms and Conditions

16.1 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; or

16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in these Terms and Conditions:

(a) are subject to Clause 16.1; 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.

16.3 Neither party shall be liable in respect of any losses arising out of a Force Majeure Event.

16.4 We shall not be liable to the Client in respect of any:

(a) loss of profits or anticipated savings;

(b) loss of revenue or income;

(d) loss of business, contracts or opportunities;

(e) loss or corruption of any data, database or software, except to the extent such loss or corruption arises from our breach of our obligations under Clause 12 or the Data Protection Laws;

(f) special, indirect or consequential loss; or

(g) loss or damage to goodwill or reputation.

16.5 The aggregate liability of each party to the other party under these Terms and Conditions shall not exceed the total amount paid and payable by the Client to us under the Agreement in the twelve (12) months immediately preceding the date on which the event giving rise to the liability occurred.

17. Force Majeure Event

17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

17.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

17.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

17.4 If the Force Majeure Event continues to affect the performance by either party of its obligations under these Terms and Conditions for more than thirty (30) consecutive days, either party may terminate the Agreement immediately on written notice to the other party, without liability, save in respect of rights and obligations accrued before the date of termination.

18. Termination

18.1 We may terminate the Agreement by giving to the Client not less than thirty (30) days’ written notice of termination. The Client may terminate the Agreement by giving to us not less than thirty (30) days’ written notice of termination or by using any Account closure procedure available on the Platform.

18.2 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party commits any material breach of the Agreement, and the breach is not remediable;

(b) the other party commits a material breach of the Agreement that is capable of remedy, and that party fails to remedy such breach within thirty (30) days of receiving written notice specifying the breach and requiring it to be remedied; or

(c) the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

18.3 Either party may terminate the Agreement immediately by giving written notice of termination to the other party if, subject to applicable law, the other party:

(a) is dissolved;

(b) ceases to conduct all (or substantially all) of its business;

(d) is or becomes insolvent or is declared insolvent;

(e) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(f) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of its assets;

(g) an order is made for its winding up, or it passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(h) it is an individual and:

(i) it dies;

(ii) as a result of illness or incapacity, it becomes incapable of managing his or her own affairs; or

(iii) it is the subject of a bankruptcy petition or order.

18.4 We may terminate the Agreement immediately by giving written notice to the Client if:

(a) any amount due to be paid by the Client to us under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b) we have given to the Client at least thirty (30) days’ written notice, following the failure to pay, of our intention to terminate the Agreement in accordance with this Clause 18.4.

18.5 The Agreement may only be terminated in accordance with its express provisions.

19. Effects of termination

19.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that provisions intended to survive termination shall continue to have effect.

19.2 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

19.3 Within thirty (30) days following the termination of the Agreement for any reason:

(a) the Client must pay to us any and all outstanding Fees that have accrued or become due prior to the effective date of termination of the Agreement; and

(b) we must refund to the Client any Fees paid by the Client in respect of the period following the effective date of termination of the Agreement to the extent that such Fees have been paid in advance and are properly refundable,

without prejudice to the parties’ other legal rights.

20. Notices

20.1 Any notice given under these Terms and Conditions must be in writing, whether or not described as “written notice” in these Terms and Conditions.

20.2 Any notice given by one party to the other party under these Terms and Conditions must be sent by email to the email address most recently notified by the recipient to the sender for such purposes, and shall be deemed to have been received: (a) if sent during Business Hours, upon transmission; or (b) if sent outside Business Hours, at 09:00 UK time on the next Business Day following transmission.

21. Subcontracting and partnership

21.1 Subject to any express restrictions elsewhere in these Terms and Conditions, we may subcontract any of our obligations under the Agreement.

21.2 Notwithstanding the provisions of this Clause 21 but subject to any other provision of these Terms and Conditions, the Client acknowledges and agrees that we may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.

21.3 Nothing in these Terms and Conditions is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

22. Assignment

22.1 We may assign, transfer or otherwise deal with our contractual rights and obligations under these Terms and Conditions without the Client’s consent. The Client must not assign, transfer or otherwise deal with any of its contractual rights or obligations under these Terms and Conditions without our prior written consent.

23. No waivers

23.1 No breach of any provision of these Terms and Conditions will be waived except with the express written consent of the party not in breach.

23.2 No waiver of any breach of any provision of these Terms and Conditions shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of these Terms and Conditions.

24. Severability

24.1 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.

24.2 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.

25. Third party rights

25.1 These Terms and Conditions do not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

26. Variation

26.1 These Terms and Conditions may be varied by us at any time by giving not less than thirty (30) days’ written notice to the Client.

27. Entire agreement

27.1 The Agreement (which incorporates these Terms and Conditions and any Schedules) constitutes the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.

27.2 Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement.

27.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.

27.4 Nothing in this clause shall limit or exclude any liability for fraud.

28. Law and jurisdiction

28.1 These Terms and Conditions shall be governed by and construed in accordance with English law and any disputes relating to these Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of England and Wales.

29. Interpretation

29.1 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.

29.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

29.3 References in these Terms and Conditions to “calendar months” are to the 12 named periods (January, February and so on) into which a year is divided.

29.4 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.

SCHEDULE 1 (ACCEPTABLE USE POLICY)

Introduction

1.1 This acceptable use policy (the “Policy“) sets out the rules governing:

(a) the use of the website at www.askveya.com, any successor website, and the services available on that website or any successor website (the “Services“); and

(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (“Content“).

1.2 References in this Policy to “you” are to any Client or User of the Services (and “your” should be construed accordingly); and references in this Policy to “us” are to TM Property Searches Limited (and “we” and “our” should be construed accordingly).

1.3 By using the Services, you agree to the rules set out in this Policy.

1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

General usage rules

2.1 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.

2.2 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.

2.3 You must ensure that all Content complies with the provisions of this Policy.

Unlawful Content

3.1 Content 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).

3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a) be libellous or maliciously false

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation, or be used in a manner contrary to our privacy notice or the Client’s privacy notice;

(e) constitute negligent advice or contain any negligent statement;

(f) be in contempt of any court, or in breach of any court order;

(g) constitute a breach of racial or religious hatred or discrimination legislation;

(h) constitute a breach of any contractual obligation owed to any person.

3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

Factual accuracy

4.1 Content must not be untrue, false, inaccurate or misleading.

4.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

Services only available for a trade or profession

5.1 You must only use the Services for the purposes of supporting your trade, profession, or business.

Marketing and spam

6.1 You must not without our prior written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

6.2 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

Monitoring

7.1 You acknowledge that we may actively monitor the Content and the use of the Services.

Data mining

8.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

Hyperlinks

9.1 You must not use the Services to link to any material that would breach the provisions of this Policy if such material were made available through the Services.

Harmful software

10.1 The Content 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.

10.2 The Content 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.

SCHEDULE 2 (DATA PROCESSING INFORMATION)

Categories of data subject

Customers of a Client, the Client’s nominated Users and any other individual whose information is provided to us by the Client in order to process Personal Data using the Platform.

Types of Personal Data

Names, address; date of birth; telephone numbers; copy documents e.g. passport or driving licence; information required by HM Land Registry to locate title information of real property in the United Kingdom; IP addresses; contact details; device information;

Information acquired through the use of the Platform e.g. information held by Companies House, HM Land Registry or other publicly accessible database.

Purposes of processing

To enable Clients to access third party databases (including Companies House and HM Land Registry) to generate reports on real property title and other related services offered by the Platform to Clients.

To enable the performance of Identification and Address Verification of individuals as required by law, rules or regulation, or to perform a specific function on the Platform.

Security measures for Personal Data

Security measures are defined based on periodic risk assessments and responsibility for review and implementation is assigned to specific individuals with relevant expertise and overarching responsibility held by the board.

We have in place security policies which:

ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which are used in processing the Personal Data in accordance with best industry practice;

prevent unauthorised access to Personal Data and protect such information using pseudonymisation, where it is practical to do so;

ensure that Personal Data is stored in secure locations and only accessible by persons with appropriate authorisation;

ensure Personal Data is held on systems protected by appropriate security and transfers of Personal Data are encrypted;

polices and procedures are in place to deal with breaches of security including any breach affecting Personal Data held by us;

notifying the Client as soon as any such security breach occurs; and

have a secure method of disposal or anonymisation of unwanted Personal Data including for back-ups, disks, printouts, and redundant equipment.

Sub-processors of Personal Data

Office 365

Amazon Web Services (AWS)

Thirdfort

Xero

Go Cardless

Hubspot

Some of our data processors will store some Personal Data in the UK. This means that it will be fully protected under the Data Protection Legislation.

Some of our data processors will store Personal Data within the European Economic Area (the “EEA”). The EEA consists of all EU member states, plus Norway, Iceland, and Liechtenstein. This means this Personal Data will be fully protected under the EU GDPR and/or to equivalent standards by law. Transfers of Personal Data to the EEA from the UK are permitted without additional safeguards.

For any transfers of Personal Data from countries within the EEA to countries which do not ensure an adequate level of data protection (each known as a “third country”), we and the permitted Sub-Processors may use the contractual clauses for the transfer of Personal Data to processors established in third countries established pursuant to the EU Commission Decision 2010/87/EU of 5 February 2010 (commonly known as the ‘Standard Contractual Clauses’). The transfer and processing Personal Data will otherwise be in accordance with Data Protection Legislation.

We will take additional steps to ensure that Personal Data is treated just as safely and securely as it would be within the UK and under the Data Protection Legislation as follows:

We will store or transfer Personal Data in or to countries that are deemed to provide an adequate level of protection for Personal Data. For further information about adequacy decisions and adequacy regulations, please refer to the Information Commissioner’s Office.

We will use standard contractual clauses or specific approved contracts, or other measures approved from time to time by the Information Commissioner’s Officer which ensure the same levels of Personal Data protection that apply under the Data Protection Legislation. For further information, please refer to the Information Commissioner’s Office.