2. GETGROUND PLATFORM

2.1. Nothing done or not done by GetGround nor anything on the GetGround Platform is to be construed as advice or a recommendation by GetGround in relation to an investment.

2.2. You acknowledge and agree that if the Property is intended to be rented as a holiday let you will notify GetGround of this prior to the purchase.

2.3. All materials provided by GetGround are for informational purposes only, and are not to be 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.

2.4. GetGround does not make any representation or warranty (express or implied) to you as to the fairness, accuracy or completeness of any information shared with you in connection with this agreement or the Partner Agreement.

3. WARRANTIES

3.1. You shall:

(a) (i) disclose to GetGround all information you know about a Customer or Introduced Customer (as applicable) which could reasonably be expected to be material to GetGround’s decision to introduce an Introduced Customer to a Property Partner, and (ii) ensure that all of the information provided to GetGround and/or submitted on the GetGround Platform or GetGround’s website is accurate, true, complete, not misleading in any way and up to date and accurate at all times, and you understand that GetGround is entitled to rely on the accuracy of the information provided to carry out the Services make introductions to Property Partners and if you become aware of any information previously provided that is no longer accurate, you will immediately inform GetGround;

(b) cooperate with GetGround in all matters relating to the Services and the Partner Agreement (as applicable), including but not limited to, providing GetGround with all information it requires in order to provide the Services;

(c) comply in all respects with the Website T&Cs and any relevant terms in the Partner Agreement applicable to you;

(d) obtain and maintain all necessary licenses, professional qualifications, permissions and consents which may be required for (i) GetGround to provide the Services, and (ii) you to provide any services to a Customer;

(e) procure each Introduced Customer’s compliance with the Product T&Cs and use all reasonable endeavours to ensure that they take no actions that would result in an Introduced Customer being in breach of any obligations under the Product T&Cs;

(f) not do or omit to be done any act or thing in contravention of any Applicable Laws and/or applicable registrations;

(g) at all times comply with all Applicable Laws and regulatory requirements applicable to you as a result of your relationship with GetGround;

(h) have read and understood the GetGround Privacy Policy and comply at all times with all applicable data protection laws;

(i) carry out all your responsibilities set out in this agreement and the Partner Agreement in a timely and efficient manner;

(j) ensure that all of the information on the GetGround Platform is accurate and up to date at all times and understand that GetGround is entitled to rely on the accuracy of this information to carry out the services and any optional services pursuant to this agreement, the Partner Agreement and the Product T&Cs;

(k) cooperate with GetGround in all matters relating to the Services and the Partner Agreement;

(l) not hold yourself out as or imply that you are 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;

(m) have no authority, and shall not hold yourself out, or permit any person to hold itself out, or otherwise create the impression that you are authorised to bind GetGround in any way, and shall not do any act which might reasonably create the impression that you are so authorised;

(n) not contact, either directly or indirectly, during the term of this agreement and the Partner Agreement or after termination of this agreement or the Partner Agreement any Property Partner;

(o) not make any introductions of Customers or Introduced Customers to a Property Partner;

(p) procure that an Introduced Customer pays the reservation fee in respect of a Reservation;

(q) not submit the reservation form in respect of a Reservation to a Property Partner on behalf of an Introduced Customer;

(r) use best endeavours to assist GetGround with the reservation, exchange and/or completion of any Selected Property;

(s) be responsible for assisting Customers with identifying Properties to purchase;

(t) only directly market the Properties to Customers and provide Marketing Materials to Customers;

(u) not, without GetGround’s prior written consent, market the Properties or provide Marketing Materials to any third parties including, but not limited to, via social media, website facilities, tradeshows, portals, printed media, advertising materials, publications, leaflets or documents of any kind;

(v) carry out your obligations pursuant to this agreement using reasonable care, skill and the efficiency of a diligent provider of services of a similar nature;

(w) not undertake any activity that is reasonably likely to harm GetGround’s brand or reputation;

(x) notify GetGround immediately if you cease acting for or being engaged by a Customer;

(y) procure that an Introduced Customer completes its KYC Checks within 5 Business Days of a request from GetGround;

(z) follow best industry practice in the conduct of your business and act in good faith and in an honest and proper manner such that you will not do anything which you might be reasonably expected to know is likely to be detrimental to GetGround’s reputation or goodwill;

(aa) not knowingly provide incorrect or misleading information or fabricate any information provided by GetGround in order to obtain a Property or Selected Property for a Customer or Introduced Customer (as applicable);

(bb) use best endeavours to introduce genuine and feasible (in GetGround’s sole opinion) Customers who are interested in purchasing Properties;

(cc) not, without GetGround’s prior written consent, make or give any representations, warranties or other promises concerning the Services;

(dd) not, without GetGround’s prior written consent, make or give any representations, warranties or other promises concerning the Properties which are not contained in the Property Reports or Marketing Materials provided by GetGround;

(ee) report in writing, upon request from GetGround, on progress made with Customers and Introduced Customers;

(ff) ensure that you have obtained the consent of each Customer, to introduce them to GetGround and provide that Customer’s personal details to GetGround, prior to the introduction of that Customer pursuant to the Partner Agreement;

(gg) use best endeavours to prevent any unauthorised access to, or use of, the Services and in the event of any such unauthorised access or use, immediately notify GetGround.

3.2. You warrant that, pursuant to the Partner Agreement, you have and will continue to have during the term of this agreement all necessary permissions, consents and authority from each Customer and/or Introduced Customer in respect of any (i) action taken, or (ii) information received, reviewed or obtained, by the Partner and/or you on the GetGround Platform and/or in connection with the Services.

3.3. You represent and warrant that:

(a) you have experience selling residential investment property and have Customers that you can introduce to GetGround pursuant to and in accordance with the Partner Agreement; and

(b) the performance of your obligations pursuant to this Agreement and in connection with the Partner Agreement, does not and will not contravene or conflict with:

(i) any agreement or instrument binding on you or constitute a breach, default or termination event (however described) under any such agreement or instrument; or

(ii) any law or regulation or judicial or official order, applicable to you,

breach of this Clause 3.3 shall be a material breach for the purposes of the Partner Agreement.

3.4. You undertake that you shall not:

(a) allow your User Account to be used by more than one person;

(b) share your password with any other person and you undertake that you shall keep such password confidential and secure for your use of the Services;

(c) access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:

(i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

(ii) facilitates illegal activity;

(iii) depicts sexually explicit images;

(iv) promotes unlawful violence;

(v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

(vi) is otherwise illegal or causes damage or injury to any person or property;

(d) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the Partner Agreement:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(e) access all or any part of the Services in order to build a product or service which competes with the Services;

(f) use the Services to provide services to third parties, other than to a Customer;

(g) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party;

(h) attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Clause 3.4; or

(i) introduce or permit the introduction of any Virus or Vulnerability into GetGround’s network and information systems.

4. ILLEGAL ACTIVITY

4.1. If GetGround, acting reasonably, determines that there has been Illegal Activity then GetGround is authorised to immediately:

(a) suspend the User Account and/or suspend or remove you from the GetGround Platform;

(b) act in accordance with and comply with any Applicable Laws (including but not limited to the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692); and

(c) terminate this agreement in accordance with the Partner Agreement, and for the avoidance of doubt breach of this clause will be a material breach for the purposes of the Partner Agreement.

5. DATA PROTECTION AND INTELLECTUAL PROPERTY

5.1. All information you obtain from GetGround or the GetGround Platform shall be GetGround’s proprietary information which GetGround may use for any reason.

5.2. Each party shall comply with its respective obligations under applicable data protection laws.

5.3. GetGround’s data privacy policy can be found at https://www.getground.co.uk/privacy-policy/ and pursuant to Clause 3.1(h) above you warrant that you have read and understood this policy.

5.4. Intellectual Property Rights that are material to and used in connection with the GetGround Platform shall continue to be the property of GetGround (regardless of whether the rights came into existence before or after the date of this agreement) (“GetGround IP”) and no licence to use such GetGround IP is granted to you under this agreement. You agree you will not infringe any GetGround IP.

5.5. This Clause 5 shall survive termination of this agreement.

6. SUSPENSION AND TERMINATION

6.1. GetGround has the authority to (i) suspend the User Account and suspend and/or remove you from the GetGround Platform, and/or (ii) terminate this agreement, for:

(a) breach of this agreement by you, in accordance with the provisions of the Partner Agreement; or

(b) if applicable, breach by an Introduced Customer of the (i) Product T&Cs, or (ii) GetGround Platform terms and conditions accepted by an Introduced Customer.

6.2. Termination of this agreement does not affect the Partner Agreement, however termination of the Partner Agreement will automatically terminate this agreement.

7. COMPLAINTS

7.1. Should you have any complaints regarding GetGround’s service you may put your concerns in writing to GetGround setting out the details of your complaint, using the following address: complaints@getground.co.uk.

7.2. GetGround will consider and investigate each complaint carefully and aim to respond fully within 15 Business Days of receipt of your written complaint in accordance with GetGround’s Complaints Policy.

7.3. If you are dissatisfied with how GetGround have dealt with your complaint (or more than eight weeks has elapsed since the complaint was first made), you may be 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/consumers/how-to-make-a-complaint

7.4. GetGround is registered with The Property Ombudsman scheme (TPOS). Please note that TPOS will only review complaints made by consumers. You agree that GetGround may disclose information relating to the sale of a Property to TPOS if TPOS asks GetGround for it.

8. MISCELLANEOUS

Notices

8.1. Any notice or other communication given to either party in connection with this agreement shall be:

(a) in English and sent by email to the email address notified to the other party in accordance with this agreement. GetGround’s email address for the service of notices is: notices@getground.co.uk; or

(b) given via the GetGround Platform.

8.2. Any notice or other communication will be deemed to have been received if sent by email or via the GetGround Platform, at 9.00 am on the next Business Day after it is sent.

Entire Agreement

8.3. This agreement and any document expressly referred to in it constitutes the whole agreement between the parties and supersedes all previous discussions, correspondence, negotiations or agreement relating to its subject matter.

8.4. You acknowledge that in entering into this agreement you have not relied on any express or implied representation (including any made negligently), assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this agreement.

8.5. If there is any conflict between the provisions of the Partner Agreement and this agreement the provisions of the Partner Agreement shall prevail.

8.6. In connection with the subject matter of this agreement, GetGround and you waive all rights and remedies (including any right or remedy based on negligence) which might otherwise be available to each party in respect of any express or implied representation, assurance, undertaking, collateral agreement, warranty or covenant which is not set out in this agreement.

8.7. Except as required by statute, no terms will be implied (whether by custom, usage, course of dealing or otherwise) into this agreement.

No Set-Off

8.8. All amounts due under this agreement shall be paid by you in full without any deduction or withholding other than as required by law and you shall not be entitled to assert any credit, set-off or counterclaim in order to justify withholding payment of any such amount in whole or part.

Payment

8.9. Any payment which is due to be made on a day which is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the immediately preceding Business Day (if there is not).

VAT

8.10. All payments to be made (and other consideration to be provided) under this agreement by one party to another shall (except where otherwise specifically stated) be taken to be exclusive of VAT (if applicable) and any VAT chargeable in respect of the matters giving rise to such payments (or other consideration) will be added to such payment or other consideration and paid in addition by the recipient of the supply. No person will be obliged to pay any amount in respect of VAT chargeable in accordance with this Clause 8.10 unless a valid VAT invoice has been provided to the payer by the person making the supply.

Indemnity

8.11. You shall indemnify GetGround against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by GetGround arising out of or in connection with:

(a) any breach of the Warranties;

(b) your breach or negligent performance or non-performance of this agreement;

(c) the enforcement of this agreement; or

(d) any claim made against GetGround by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by you.

Force Majeure

8.12. Notwithstanding any other provision of this agreement to the contrary, neither party will be liable for any loss caused directly or indirectly from circumstances not within 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.

Further Assurance

8.13. You shall and shall use your reasonable endeavours to procure that any person to which you are connected shall do, execute and perform all such further acts, deeds, documents and things as may be reasonably required from time to time in order to implement all the provisions of this agreement.

Continuing Effect

8.14. To the extent that the provisions of this agreement are capable of surviving the expiry or termination of this agreement or are required to give effect to such expiry or termination such provisions shall remain in full force and effect after the date of termination of this agreement.

Severability

8.15. If any provision or part-provision of this agreement or any provisions or part-provisions of any other document featured as part of your relationship with GetGround are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such provisions will be severed from the remaining provisions which will continue to be valid, as far as permitted by English law.

Hold Harmless

8.16. Neither GetGround nor any of its Affiliates accepts any duty or responsibility whether in contract, tort (including without limitation for negligence or breach of statutory duty) or otherwise to you in connection with any breach by you of the Warranties.

8.17. GetGround shall not be liable to you for any loss arising directly or indirectly from any of the matters set out at Clause 8.16 above.

No Partnership or Agency

8.18. Nothing in this agreement is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.

Variation

8.19. GetGround may amend this agreement by placing a new version of this agreement on the GetGround Platform and/or GetGround website, and where possible will give you notice that a change has been made. You should periodically check the GetGround Platform and/or GetGround website for updates to this agreement. You will be deemed to have accepted any updates or amendments to this agreement if you continue to use the GetGround Platform after such updates or amendments have been placed on the GetGround Platform and/or GetGround website.

8.20. GetGround may make changes to this agreement for any purpose that GetGround considers reasonably necessary, including (without limitation):

(a) to introduce new systems or technology;

(b) to introduce new products or services; or

(c) to implement changes required by Applicable Laws.

Assignment

8.21. You shall not assign, transfer, charge or deal in any other manner with this agreement or any of the rights under it nor purport to do the same. GetGround may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

Delegation

8.22. GetGround may delegate any powers, duties or obligations arising under this agreement on such terms and conditions to such third party as GetGround reasonably thinks fit. The costs of any delegation shall be for the account of GetGround and not for the account of you unless the parties have otherwise previously agreed in writing.

Waiver

8.23. If GetGround fails to insist on your strict performance of this agreement or if GetGround fails to exercise any of its rights or remedies to which it is entitled under this agreement, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under this agreement. No full or partial waiver of any such right or remedy shall restrict GetGround from exercising that right or remedy, or any other right or remedy, in the future.

Limitation of Liability

8.24. You acknowledge and agree that GetGround has not considered the viability of any investment and that GetGround makes no warranties nor assumes any liability in respect of the quality or nature of any investments. You agree that GetGround will not be liable to you for any loss, financial or otherwise that you, the Partner, a Customer and/or Introduced Customer suffer as a result of or in connection with your use of the GetGround Platform and that GetGround will not be liable to you in any way whatsoever. This Clause 8.24 does not affect GetGround’s liability for death or personal injury arising from GetGround’s negligence, nor GetGround’s liability for fraud, neither of which can be excluded or limited under English law.

Conflicts

8.25. GetGround and its Affiliates shall be deemed not to be affected with notice of, and shall be under no duty to disclose to you any fact or thing which may come to the notice of GetGround or any of its Affiliates or any servant or agent of any of them in the course of them rendering services to others or in the course of their businesses in any capacity or in any manner whatsoever otherwise than in the course of carrying out the services, obligations and/or duties under this agreement.

Confidentiality

8.26. Each party agrees to keep strictly confidential (i) any information designated or marked as confidential, or would reasonably be regarded as being of a confidential or proprietary nature, and (ii) the terms of this agreement, the Partner Agreement and the Product T&Cs and shall not disclose any such information save to the extent any disclosure is required by law, disclosed by a party to its Affiliates, employees, officers, professional advisers, auditors or bankers, or made following the prior written approval of the party to which the information relates, such approval not to be unreasonably withheld or delayed.

Third Party Rights

8.27. Except as expressly provided in this agreement, no provision of this agreement is enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it. The parties may without limit or restriction vary this agreement or any provision of it which may be enforced by a third party or otherwise amend this agreement in such a way as to extinguish or alter the third party’s entitlement under any such provision without the consent of that third party.

Status

8.28. The relationship between you and GetGround under this agreement and the Partner Agreement shall not render you an employee or worker of GetGround and you shall not hold yourself out as such.

Governing Law and Jurisdiction

8.29. Any dispute or claim arising out of or in connection with this agreement, the GetGround Platform or its subject matter or formation will be governed by English law and such disputes or claims will be subject to the exclusive jurisdiction of the courts of England and Wales.

9. DEFINITIONS AND INTERPRETATION

9.1. Terms defined in the Partner Agreement have the same meaning when used in this agreement unless given a different meaning in this agreement. In this agreement, in addition to the defined terms above, the following definitions apply:

“FCA” means the Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN;

"Illegal Activity" means any act or omission by you that contravenes any Applicable Laws including but not limited to the Proceeds of Crime Act 2002 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692);

“Partner” means, as applicable, you or the person who has authorised you to use the Services as agreed in the Partner Agreement;

“Partner Agreement” means the agreement entered into between GetGround and the Partner in respect of the Services;

“Product T&Cs” means the GetGround terms and conditions accepted by an Introduced Customer relating to the product(s) offered by GetGround to its customers to assist them with finding and purchasing an investment property, including GetGround’s ‘GG Search’ product;

“Services” has the meaning given to it in the Partner Agreement;

"VAT" means value added tax or any tax of an equivalent nature in any other jurisdiction and any tax replacing or supplementing the same;

“Warranties” means the warranties set out at Clause 3 (Warranties); and

“Website T&Cs” means the terms and conditions that govern your use of the GetGround website (www.getground.co.uk) and any associated pages which can be found here.

9.2. Unless otherwise stated, references to Clauses are to Clauses of this agreement.

9.3. The clause and paragraph headings used in this agreement are inserted for ease of reference only and shall not affect construction.

9.4. Words in the singular include the plural and vice versa and references to one gender include all genders.

9.5. 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).

9.6. A reference to a party is to a party to this agreement and includes the respective successors or permitted assigns of the original parties.

9.7. References to “you” are references to you as a user of the GetGround Platform.

9.8. If applicable, references in the Partner Agreement to “Authorised User’ shall mean “you” for the purposes of this agreement.