This agreement sets out the terms and conditions on which, Terranova.Network Limited, a company incorporated in England and Wales with company number 11273793 (“GetGround”), will provide the Services to the Customer.

Please read these Terms and Conditions carefully before accepting the Order Form and agreeing to GetGround providing the Services.

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 4 (SOLE AGENCY) AND CLAUSE 14 (LIMITATION OF LIABILITY).

1. Interpretation

The following definitions and rules of interpretation apply in these Terms and Conditions. Terms defined in these Terms and Conditions shall, unless otherwise defined in the Order Form, have the same meaning in the Order Form.

1.1 Definitions:

“Accounting Date” means the Company’s most recent accounting reference date or the Company’s date of incorporation (as applicable);

“Applicable Laws” means and includes any applicable statute, law, regulation, ordinance, rule, judgment, notification, order, decree, bye-law, common law, permit, licence, approval, consent, authorisation, government approval, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter in question or over any of the parties, whether in effect as of the date of the Contract or in the future;

“Business Account” means the business account provided to the Company by GetGround via the GetGround Platform;

“Business Day” means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;

“Company” means a limited company incorporated and currently managed on the GetGround Platform of which the Customer is a shareholder and which the Customer has instructed GetGround to sell;

“Completion Date” means the date of legal completion of the sale of a Property or Company (as applicable) between the Customer and a Purchaser;

“Contract” means the Order Form and these Terms and Conditions;

“Control” has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly;

“Customer” means the person(s) who engage(s) GetGround to provide the Services pursuant to the Order Form;

“Customer Default” has the meaning set out in clause 10.2;

“Exchange Date” means the date of Exchange of Contracts in respect of a Property or Company (as applicable);

“Exchange of Contracts” or “Exchanges Contracts” means the unconditional contracts for the sale of a Property or Company (as applicable) are exchanged or signed (as applicable);

“Fees” means the fees detailed in the Order Form payable by the Customer for the Services in accordance with clause 11;

“GetGround Platform” means GetGround’s online platform and website or any other platform, website, portal and/or application notified to the Customer by GetGround from time to time, which provides services to its customers, including allowing customers to (i) design and create private limited companies for the sole purpose of acquiring, owning and managing investment property, (ii) browse and select investment properties to purchase, (iii) sell investment properties;

“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Optional Services” means the optional services supplied by GetGround to the Customer, as detailed in the Order Form;

“Order Form” means the order form entered into by the Customer for the supply of Services in accordance with these Terms and Conditions;

“Property” means a single freehold or leasehold property to be offered for sale (whether directly or by way of Company share sale) by a Customer, which the Customer has instructed GetGround to sell and is listed on the GetGround Platform;

“Purchaser” means a person (i) introduced by GetGround to the Customer during the Term, or (ii) with whom GetGround has had negotiations about a Property or Company (as applicable) during the Term;

“Services” means the services, supplied by GetGround to the Customer, as detailed in the Order Form, including the Optional Services (if applicable);

“Start Date” has the meaning given in clause 2.2;

“Terms and Conditions” means these terms and conditions as amended from time to time in accordance with clause 17.5; and

“VAT” has the meaning set out in clause 11.7.

1.2 Interpretation:

• (a) A reference to legislation or a legislative provision:
  • (i) a reference to it as amended, extended or re-enacted from time to time; and
  • (ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
• (b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
• (c) A reference to you or your shall mean the Customer and a reference to we or our shall mean GetGround.
• (d) A reference to writing or written includes email.
• (e) A reference to a person includes an individual, firm, partnership, company, association, organisation or trust (in each case whether or not having a separate legal personality).

2. Basis of contract

2.1 The Order Form constitutes an offer and agreement by the Customer for the provision of Services in accordance with these Terms and Conditions.

2.2 The Contract shall come into existence when the Customer has accepted the Order Form (the “Start Date”).

2.3 Any materials issued by GetGround in respect of the Services are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.4 These Terms and Conditions form part of the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5 Any quotation given by GetGround shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.

3. Services

3.1 Subject to clause 3.2, GetGround shall supply the Services to the Customer in all material respects from the Start Date for a period of 12 months (the “Marketing Period”).

3.2 GetGround acting in its sole discretion reserves the right to not provide any Services to the Customer until it has conducted, to its satisfaction, Know Your Customer (KYC), anti-money laundering checks and any other checks as it deems reasonably necessary on the Customer.

3.3 GetGround shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.

3.4 GetGround reserves the right to amend the Services if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services (including extending any limits detailed in the Services), and GetGround shall notify the Customer in any such event.

3.5 GetGround warrants to the Customer that the Services will be provided using reasonable care and skill.

3.6 All materials, including property reports, provided by GetGround are for informational purposes only, and are not to be relied upon and/or construed as legal, tax, investment, financial or other advice. Nothing contained in these materials constitutes a solicitation, recommendation, endorsement, or offer by GetGround in this or in any other jurisdiction. All reasonable efforts have been made to ensure that this information is accurate and up to date, however it does not constitute a comprehensive or complete statement of the matters discussed or the law and should not be relied on as such.

3.7 The Customer should not make any investment decisions unless they understand the nature of the decision and the extent of the exposure to risk. The Customer should also be satisfied that any product or service is suitable in light of their financial position and investment objectives and, where necessary, should seek appropriate independent advice in advance of making any investment decisions.

3.8 GetGround may receive commission for referrals made to certain third parties in connection with the provision of the Services to the Customer.

3.9 GetGround shall be under no obligation to provide or arrange for the provision of the Optional Services and GetGround may, acting in its sole discretion, decline to offer any Optional Service.

4. Sole Agency: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

4.1 As part of GetGround’s provision of the Services, the Customer appoints GetGround as the Customer’s sole agent for the marketing and sale of each Property and/or Company (as applicable) for 3 months from the Start Date.

4.2 Following the end of the 3 month period in clause 4.1, GetGround will continue to market each Property and/or Company (as applicable) for the remainder of the Marketing Period, and during this period the Customer may appoint other agents to market a Property and/or Company (as applicable).

4.3 The Customer will be liable to pay Fees to GetGround, in addition to any other costs or charges agreed, if (i) at any time during the Term, or (ii) within 6 months of expiry or termination of the Contract, the Customer Exchanges Contracts with a Purchaser.

4.4 If the Customer has instructed another agent the Customer must check, whether by instructing this agent as well, the Customer will be liable to pay both the Fees and any fees charged by that agent.

5. Advertising, Photography, Keys and the GetGround Platform

5.1 GetGround will make all reasonable efforts and use reasonable care and skill to obtain accurate information about each Property.

5.2 GetGround will accept no liability for any omissions or errors which arise from incorrect information supplied by a Customer or any third party, including but not limited to photographs and property details.

5.3 GetGround will advertise each Property (including the address, asking price, photographs, and floor plans) and/or Company on the GetGround Platform in accordance with the Services and anywhere else GetGround feels, in its sole discretion, will lead to a sale of a Property and/or Company (as applicable). This may include advertising outside of the United Kingdom.

5.4 Third-party website portals which GetGround may use are subject to change and may not be controlled by GetGround. GetGround cannot therefore always guarantee continued presence on these websites, however, GetGround will use reasonable endeavours to maintain, expand and improve its portal networks. GetGround may also, in its sole discretion, decide to withdraw, or no longer take advantage of the services of such property portals, websites or publications.

5.5 The Customer shall ensure that keys for all lockable doors, cupboards and areas that form part of a Property are made available to the third party conducting the visitation.

5.6 It is the Customer’s responsibility to ensure that each Property is in a fit state to be visited and the Customer must ensure that each Property is tidy and suitably arranged before visitation takes place.

5.7 GetGround owns any photos taken of a Property.

5.8 If a Customer wishes to add its own images to a listing the photographs must be;

• (a) owned by the Customer or the Customer must have permission to use them;
• (b) of the relevant Property; and
• (c) representative of the Property's current condition.

5.9 The Customer may not use listings with GetGround to gain interest in other properties not listed with GetGround, and the Customer may not upload any corporate or other logos, image or brand identifier to a Property’s description or include the same in any image the Customer submits to GetGround. GetGround may terminate the Contract in accordance with clause 15.4 if it reasonably believes the Customer has breached this clause 5.9.

5.10 The Customer is not permitted to pass any login details that GetGround supplies to the Customer as part of the Services, to any person who acts in a professional capacity, including but not limited to any estate agent or letting agent.

5.11 GetGround regularly updates the GetGround Platform and may change the content on the GetGround Platform from time to time at its sole discretion. The GetGround Platform may not always be completely up to date and GetGround is not obligated to update it nor can GetGround guarantee it will be free of errors.

6. Offers

6.1 GetGround shall use our reasonable endeavours to notify the Customer of all offers it receives to purchase each Property or Company (as applicable) within 3 Business Days of receipt of an offer.

6.2 All offers should be handled by GetGround. If an offer is made directly to the Customer or if the Customer chooses to accept an offer, the Customer shall promptly, and in any event within 3 Business Day, inform GetGround.

6.3 The Customer shall promptly, and in any event within 3 Business Days, notify GetGround if a Customer agrees a sale with a Purchaser.

6.4 If the Customer accepts an offer, GetGround reserves the right to list such Property as ‘Sold Subject to Contract’ in any of the methods GetGround uses to advertise properties from time to time, until the Completion Date.

7. Energy Performance Certificates (EPCs)

7.1 The Customer shall order or make available a valid EPC and provide GetGround with a copy of the EPC prior to GetGround marketing or listing a Property or Company (as applicable). GetGround may terminate the Contract in accordance with clause 15.4 if the Customer does not provide GetGround with a valid EPC within 21 days of GetGround marketing or listing a Property or Company (as applicable).

8. Health and Safety and Unoccupied Property

8.1 It is important that any viewings or visits to a Property are conducted safely. It is essential that GetGround or the third party conducting the viewing or visitation of a Property is notified of and provided with all relevant information relating to health and safety and that any documentation and/or measures are in place to manage any risks.

8.2 It is the Customer’s responsibility to ensure that, where a Property is unoccupied, that Property is adequately secured, mains services are turned off, water and heating systems are professionally drained and suitable insurance cover is put in place. The Customer will be responsible for all maintenance at each Property and GetGround accepts no liability or responsibility for a Property during the Term.

9. Compliance

9.1 GetGround undertakes to comply with any Applicable Laws and/or applicable registrations, including but not limited to, the Estate Agents Act 1979 and the Consumer Protection from Unfair Trading Regulations 2008 (“CPR”), to the extent that such laws and regulations apply to the provision of the Services to the Customer or relate to GetGround’s appointment as the Customer’s selling agent.

9.2 Under the CPR it is a criminal offence for a selling agent to make inaccurate or misleading statements about a property (be they written or verbal), including through the sales particulars, adverts and other marketing, photographs and floor plans. This includes anything that might give the wrong impression about a property and includes omitting facts. This means that:

• (a) the Customers is responsible for providing GetGround with accurate information about each Property and must inform GetGround immediately if there is any  inaccuracy or misleading information in GetGround’s sales particulars, adverts or any other information that GetGround provides to prospective purchasers and/or their representatives about a Property. GetGround will ask the Customer to verify certain information and require the Customer to assist GetGround to the best of the Customer’s knowledge, having made reasonable enquiries where necessary;
• (b) the Customer shall be responsible for any loss, damage or costs GetGround has to pay in the event that the Customer provides incomplete, incorrect or misleading information;
• (c) the Customer shall inform GetGround immediately of any changes in the information that the Customer has provided in respect of a Property; and
• (d) GetGround reserves the right not to publish any information that the Customer provides.

9.3 All information on the GetGround Platform provided to potential purchasers and sellers directly cannot be guaranteed by GetGround and does not form part of any contract.

10. Customer's obligations

10.1 The Customer shall:

• (a) ensure that the terms of the Order Form and any information they provide in respect of the Services are complete and accurate;
• (b) co-operate with GetGround in all matters relating to the Services;
• (c) provide GetGround with such information and materials as GetGround may reasonably require in order to provide the Services, and ensure that such information is complete and accurate in all material respects and up to date at all times, and the Customer understands that GetGround is entitled to rely on the accuracy of the information provided to carry out the Services and if the Customer becomes aware of any information previously provided that is no longer accurate, the Partner will immediately inform GetGround;
• (d) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
• (e) notify GetGround on the date of Exchange of Contracts in respect of a Property and/or Company;
• (f) ensure that they have read and understood GetGround’s Privacy Policy and comply at all times with all applicable data protection laws;
• (g) not undertake any activity that is reasonably likely to harm GetGround’s brand or reputation;
• (h) not hold itself out as or imply that it is an agent, employee, joint venture partner or legal representative of GetGround or a partner in partnership with GetGround nor enter or purport to enter into any contracts or commitments or incur any liability for or on behalf of GetGround;
• (i) have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind GetGround in any way, and shall not do any act which might reasonably create the impression that the Customer is so authorised; and
• (j) not do or omit to be done any act or thing in contravention of any Applicable Laws and/or applicable registrations.

10.2 If GetGround's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):

• (a) without limiting or affecting any other right or remedy available to it, GetGround shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays GetGround's performance of any of its obligations;
• (b) GetGround shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from GetGround's failure or delay to perform any of its obligations as set out in this clause 10.2; and
• (c) the Customer shall reimburse GetGround on written demand for any costs or losses sustained or incurred by GetGround arising directly or indirectly from the Customer Default.

11. Fees and payment

11.1 The Fees payable by the Customer for the Services shall be as detailed in the Order Form.

11.2 The Fees apply to (i) each Property sold to a Purchaser, and/or (ii) each Property owned by a Company whose shares are sold to a Purchaser (as applicable).

11.3 Fees in respect of a (i) Property, and/or (ii) Property owned by a Company (as applicable) are due on the Exchange Date and payable on the Completion Date.

11.4 GetGround shall be entitled to charge the Customer for any expenses reasonably incurred by the individuals whom GetGround engages in connection with the Services and for the cost of services provided by third parties and required by GetGround for the performance of the Services, any such costs and/or expenses shall be agreed between the parties prior to GetGround charging such costs to the Customer.

11.5 GetGround shall invoice the Customer and/or the Customer’s solicitor in accordance with the payment dates and amounts outlined in these Terms and Conditions and/or the Order Form.

11.6 The Customer shall pay each invoice submitted by GetGround:

• (a) on the date specified in the invoice or within 14 days of receipt of an invoice; and
• (b) in full and cleared funds via credit card, debit card or to a bank account nominated in writing by GetGround (as applicable), and
time for payment shall be of the essence of the Contract.

11.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by GetGround to the Customer, the Customer shall, on receipt of a valid VAT invoice from GetGround, pay to GetGround such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

11.8 If any payments due to GetGround under the Contract remain unpaid for more than 5 Business Days following the date the payment is due and payable, then, without limiting GetGround's remedies under clause 15, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 11.6 will accrue each day at 4% per annum above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

11.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.10 Subject to clause 16.1, all Fees payable by the Customer pursuant to the Contract shall be non-refundable.

12. Intellectual Property Rights

12.1 All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by GetGround.

12.2 GetGround grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy any materials provided as part of the Services (excluding materials provided by the Customer) for the purpose of receiving and using the Services.

12.3 The Customer shall not sub-license, assign or otherwise transfer the rights granted in clause 12.2.

12.4 The Customer grants GetGround a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to GetGround for the term of the Contract for the purpose of providing the Services to the Customer.

13. Data protection

13.1 GetGround shall comply with its obligations under applicable data protection laws.

13.2 GetGround’s data privacy policy can be found at https://www.getground.co.uk/privacy-policy/ and pursuant to clause 10.1(f) above the Customer warrants that they have read and understood this policy.

14. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

14.1 References to liability in this clause 14 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

14.2 Nothing in this clause 14 shall limit the Customer's payment obligations under the Contract.

14.3 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:

• (a) death or personal injury caused by negligence;
• (b) fraud or fraudulent misrepresentation; and
• (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

14.4 Subject to clause 14.3 above, GetGround's total aggregate liability to the Customer shall not exceed the total amount of the Fees paid by the Customer pursuant to the Order Form.

14.5 Subject to clauses 14.2 and 14.3, (i) liability for liquidated damages, and (ii) the following types of loss, is/are wholly excluded under the Contract:

• (a) loss of profits;
• (b) loss of sales or business;
• (c) loss of agreements or contracts;
• (d) loss of anticipated savings;
• (e) loss of use or corruption of software, data or information;
• (f) loss of or damage to goodwill; and
• (g) special, indirect or consequential loss.

14.6 GetGround has given commitments as to compliance of the Services in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

14.7 This clause 14 shall survive termination of the Contract.

15. Cancellation and termination

15.1 The Contract will commence on the Start Date and terminate after 18 months, unless cancelled or terminated earlier in accordance with this clause 15 (the “Term”).

15.2 The Customer has the right to cancel the Contract, without giving any reason, by providing written notice to GetGround within 14 days of the Start Date, unless the Services have been materially performed by GetGround at the Customer’s request.

15.3 Without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 60 days prior written notice.

15.4 Without affecting any other right or remedy available to it, either party may terminate the Contract at any time with immediate effect by giving written notice to the other party if:

• (a) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract;
• (b) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
• (c) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
• (d) the other party (being an individual) is the subject of a bankruptcy petition, application or order or is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986;
• (e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 15.4(c) or 15.4(d);
• (f) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation;
• (g) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
• (h) the other party's financial position deteriorates to such an extent that in the terminating party's opinion, acting reasonably, the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

15.5 Without affecting any other right or remedy available to it, GetGround may terminate the Contract at any time with immediate effect by giving written notice to the Customer if:

• (a) the Customer fails to pay any amount due under the Contract within 7 days of the date that payment is due and payable; or
• (b) there is a change of control of the Customer (if applicable).

15.6 Without affecting any other right or remedy available to it, GetGround may suspend the supply of Services under the Contract or any other contract between the Customer and GetGround if:

• (a) the Customer fails to pay any amount due under the Contract on the due date for payment;
• (b) the Customer becomes subject to any of the events listed in clauses 15.4(g) or 15.4(h), or GetGround reasonably believes that the Customer is about to become subject to any of them; and
• (c) GetGround reasonably believes that the Customer is about to become subject to any of the events listed in clauses 15.4(c), 15.4(d) or 15.4(e).

15.7 If the Customer terminates the Contract under clause 15.3 or GetGround terminates the Contract under clauses 15.4 or 15.5, then any Fees paid by the Customer will not be refundable and any outstanding Fees due to GetGround up to the date of termination will be paid by the Customer on or prior to the termination date of the Contract.

16. Consequences of cancellation or termination

16.1 If the Customer cancels the Contract in accordance with clause 15.2, GetGround shall refund any Fees paid by the Customer during the period between the Start Date and the date of cancellation less a reasonable sum for any costs incurred in supplying any Services to the Customer prior to GetGround’s receipt of the Customer’s request to cancel the Contract. Any refund shall be made by GetGround without undue delay, and not later than 30 days after the day on which GetGround is notified about the Customer’s decision to cancel the Contract.

16.2 On termination or expiry of the Contract the Customer shall immediately pay to GetGround all of GetGround's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, GetGround shall submit an invoice, which shall be payable by the Customer immediately on receipt.

16.3 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

16.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

17. General

17.1 Force Majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to acts of God, government restrictions, exchange or market rulings, actions affecting securities, clearing or commodity exchanges including suspensions of trading or extensions of trading hours, dealing cut-off times and holidays, acts of civil or military authority, national emergencies, epidemic or pandemic, natural disasters, wars, riots or acts of terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies and authorities or the failure or malfunction of any telecommunication or computer service.

17.2 Assignment and Transfer.

• (a) GetGround may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
• (b) The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract, without GetGround’s prior written consent.

17.3 Confidentiality.

• (a) Each party undertakes that it shall during the Contract, and for a period of two years after termination or expiry of the Contract keep strictly confidential (i) any information designated or marked as confidential (including but not limited to any confidential information concerning the business, affairs, customers, clients or suppliers of the other party), or would reasonably be regarded as being of a confidential or proprietary nature, and (ii) the terms of the Contract, except as permitted by clause 17.3(b).
• (b) Each party may disclose the other party's confidential information:
  • (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 17.3; and
  • (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
• (c) Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

17.4 Entire agreement.

• (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• (b) Each party acknowledges that in entering into the Contract 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
• (c) Nothing in this clause 17.4 shall limit or exclude any liability for fraud.

17.5 Variation.

• (a) GetGround may amend these Terms and Conditions and will give the Customer notice that a change has been made. The Customer will be deemed to have accepted any updates or amendments to these Terms and Conditions if the Customer continues to use the Services after such updates or amendments have been notified to the Customer.
• (b) GetGround may make changes to the Terms and Conditions for any purpose that GetGround considers reasonably necessary, including (without limitation):
  • (i) where GetGround considers that a change will make the Terms and Conditions clearer and no less favourable to the Customer;
  • (ii) to introduce new systems or technology;
  • (iii) to introduce new products or services; or
  • (iv) to implement changes required by Applicable Laws.
• (c) Except as set out in the Terms and Conditions, no variation of the Order Form shall be effective unless it is in writing and agreed by the parties.

17.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

17.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deleted under this clause 17.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.8 Notices

• (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or sent by email to the address specified in the Order Form.
• (b) Any notice or communication shall be deemed to have been received
  • (i) if delivered by hand, at the time the notice is left at the proper address;
  • (ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
  • (iii) if sent by email at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 17.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• (c) This clause 17.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

17.9 Third party rights.

• (a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
• (b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.10 Money Laundering.

GetGround is subject to the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Money Laundering and Terrorist Financing (Amendment) Regulations 2019, the Proceeds of Crime Act 2002, Terrorism Act 2000 and Criminal Finances Act 2017 (the “ML Legislation”), and:

• (a) GetGround reserves the right to ask the Customer for such information as GetGround requires to comply with the ML Legislation to verify the Customer’s identity (or the identity of the person/entity that the Customer represents), which must be received before GetGround can proceed with the provision of the Services;
• (b) GetGround reserves the right to terminate its relationship with the Customer if, when requested to provide such information, the Customer fails to do so or GetGround reasonably considers that the evidence provided is insufficient to discharge GetGround’s obligations under the ML Legislation (or such similar legislation as is in force from time to time); and
• (c) the Customer acknowledges that GetGround may also be required to provide information to the relevant authorities without prior notification or any liability to the Customer if GetGround knows or has a reasonable reason to suspect that the Customer (or the person/entity that the Customer represents) is/are involved in money laundering or terrorist financing.

17.11 Complaints.

• (a) Should a Customer have any complaints regarding the Services provided by GetGround they may send their concerns in writing to GetGround setting out the details of the complaint, to the following address: complaints@getground.co.uk.
• (b) GetGround will consider and investigate each complaint carefully and aim to provide an initial response within 3 Business Days of receipt of a Customer’s written complaint in accordance with our Complaints Policy.
• (c) If you are dissatisfied with how we have dealt with your complaint (or more than eight weeks has elapsed since the complaint was first made), you are entitled to refer the matter to The Property Ombudsman without charge within twelve months of receipt of our final viewpoint letter. The Property Ombudsman’s details are:

  The Property Ombudsman
  Milford House
  43-55 Milford Street
  Salisbury
  Wiltshire
  SP1 2BP

  01722 333 306
  admin@tpos.co.uk
  www.tpos.co.uk

• (d) We are registered with The Property Ombudsman scheme (TPOS). Please note that TPOS will only review complaints made by consumers. The Customer agrees that GetGround may disclose information relating to the sale of a Property to TPOS if TPOS asks us for it.

17.12 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.13 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

17.14 Conflict. If there is any conflict between the provisions of the Order Form and these Terms and Conditions the provisions of the Order Form shall prevail.