Terms & Conditions

Definitions

Branch: A traditional physical trading location typically located on a high street

Branch Equivalent: where an agent does not operate from a traditional branch it will be charged on the basis of Branch Equivalents. Branch Equivalents are calculated by dividing the number of listings by the average number of listings per Branch

Commencement Date: the date specified above

Contract: the contract between Rummage4 and You for the use of the Platform

Control has the meaning given in section 1124 of the Corporation Tax Act 2010

Due Date: The date on which the fees for use of the Platform are due

Locations: A Branch or Branch Equivalent or New Build Development

Membership Fee: A one off fee that entitles a Location to a vote in key strategic decisions

Monthly Charge: The charges set out above.

New Build Development: A physical location where new homes are built and/or sold

Platform: The marketing services platform offered by Rummage4

User Data: Data relating to end users of the Platform

You: The person who is seeking a contractual relationship with Rummage4 to use the Platform

Your Data: means all personal data, property information, property values, photographs, images, property plans and any other information provided by You (or by a third party on Your behalf) to Rummage4 and which may include data about Your client.

 

1.     Contract

 

1.1 The Contract is between the Member and Rummage4Property Limited (“Rummage4”) it shall commence on the Commencement Date and shall consist of the terms set out herein and excludes all other terms and conditions whether written or oral agreed between the parties.

 

1.2 Rummage4 may amend these terms at their entire discretion by giving the Member 21 days notice.

2.     Services

2.1 Standard Package Services: Rummage4 shall provide a Platform for the display of properties for sale or rent.

 

2.2 Premium Package Services: Rummage4 shall provide a range of Digital Boards in addition to the Platform

 

2.3 Rummage4 will use its reasonable endeavours to maintain the availability of the Platform and Digital Boards.

 

2.4 You acknowledge that access to the internet and other digital communication channels media required for the provision of the Platform are inherently associated with risk including viruses, data security, and piracy and reliability of transmission.

 

2.5 Rummage4 does not warrant that any of the Standard or Premium Package Services will be provided without interruption or error-free.

 

2.6 Rummage4 reserves the right to suspend all or part of the Services as may be necessary to undertake routine or emergency maintenance from time to time.

 

3.     Your Obligations

3.1 You shall provide all the data and information required for each Location to be set up on the Platform in the required specification.

 

3.2 You warrant that all the information You provide to the Platform is accurate, true and not misleading. Rummage4 reserves the right to terminate this Contract or suspend Your use of the Platform if information provided by You is believed to be misleading or inaccurate.

 

3.3 If this Contract is terminated due to misleading or inaccurate information and You subsequently seek a new Contract a reconnection fee of £250 per Location will be payable.

 

3.4 You warrant that you carry on business as an estate agent or residential developer or commercial property developer and that you have not misrepresented the nature of Your business to us.

 

3.5 You warrant that you are not acting as a consumer as defined in the Consumer Rights Act 2015 (as amended from time to time).

 

3.6 You warrant that You are authorised to forward any material You supply for uploading onto the platform and such material will be of a quality acceptable to Rummage4 and shall not contain:

 

3.6.1 any Personal Data;

3.6.2 any of Your advertising or promotional material;

3.6.3 inaccurate or misleading information.

 

3.7 You warrant that you have all licences and consents to upload all material forwarded to Rummage4.

 

3.8 You warrant that you comply at all times with all relevant legislation and codes of conduct.

4.     Charges and Payments

4.1 You will be charged the Monthly Charge per Location and applicable taxes will be added to this fee.

 

4.2 Rummage4 shall raise monthly invoices which are payable in advance.

 

4.3 Payments must be made by direct debit unless another form of payment is agreed at Rummage4’s discretion.

 

4.4 If You fail to pay the amount by the Due Date, then Rummage4 may treat the Contract as terminated or suspend Your use of the Platform until such time as all amounts are paid in full.

 

4.5 Interest on any late payments will be charged at 3% per annum above Barclays Bank Plc’s base lending rate at the time of the default.

 

4.6 If this Contract is terminated due to non-payment of Charges and You subsequently seek a new Contract a reconnection fee of £250 per Location will be payable.

 

4.7 As at 1 January 2019 the charges for the Platform are £100 per month per Location and £50 per month per Location per category of Digital for Sale Board. These charges will be adjusted once a year in-line with the Land Registry House Price Index.

5.    Full Membership

5.1 Each Location can, whilst paying the Monthly Charge, apply for Full Membership which entitles each Location to one vote on certain key strategic decisions (such as changes to the fee structure).

 

5.2 Full Membership is only valid whilst a Location is paying the Monthly Charge and Full Membership automatically terminates without notice in the event that the Location ceases to pay the Monthly Charge.

5.3 As at 1 January 2019 the optional one-off Membership Fee is £1,000 per Location. The level of this fee is reviewed on an upward only basis each calendar quarter.

 

6.     Termination and effect of Termination

6.1 Each Location agrees to pay a minimum of £1,000 (excluding taxes) in Monthly Charges to Rummage4 for use of the Platform (excluding the Membership Fee), after which this Contract will be subject to a one full calendar month notice period on either side.

 

6.2 Rummage4 may terminate this Contract immediately if:

 

6.3 You commit any breach of these terms and, if that breach is capable of remedy, you fail to remedy such breach within 14 days of being notified of the breach in writing; or

 

6.4 an order is made or a resolution is passed for Your winding-up or an order is made for the appointment of an administrator to manage Your affairs, business and property or such an administrator is appointed ordocuments are filed with the court for the appointment of an administrator or notice of intention to appoint an administrator is given to You by a qualifying floating charge holder (as defined in the Insolvency Act 1986), or a receiver and/or manager or administrative receiver is appointed in respect of all or any of Your assets or undertaking or circumstances arise which entitle the Court or a creditor to appoint a receiver and/or manager or administrative receiver or which entitle the Court to make a winding-up or bankruptcy order or You take or suffer any similar or analogous action in consequence of debt or (being an individual) are deemed either unable to pay Your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply or (being a limited liability partnership) suffer any similar or analogous event in consequence of a debt;

 

6.5 You undergo a change of Control; or

 

6.6 in Our reasonable opinion You carry out Your business in a manner which is likely to damage the reputation of Rummage4.

 

6.7 On termination of the Contract for any reason:

 

6.7.1 You shall immediately pay to Rummage4 all of Rummage4's outstanding unpaid invoices and interest;

 

6.7.2 You shall return all products, materials or other items which contain Rummage4’s Brand or, at Rummage4’s sole discretion and instruction, destroy all such products materials and other items; and

 

6.7.3 You shall permanently erase or delete any of Rummage4’s confidential information which is in Your possession or control;

 

6.7.4 You shall immediately cease using all of Rummage4’s Intellectual Property Rights;

 

6.7.5 all accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected; and

 

6.7.6 clauses which expressly or by implication have effect after termination shall continue in full force and effect

 

7.     INTELLECTUAL PROPERTY

 

7.1 You have a non-exclusive right to use Rummage4’s logo and Website address strictly with Rummage4’s written consent. Rummage4 reserves the right to immediately terminate the right granted in this clause in its absolute discretion and without notice.

 

7.2 Rummage4 is the exclusive owner of and controls all rights in the Platform. All Intellectual Property Rights in or arising out of or in connection with the Platform or the Services are owned by Rummage4 (or its licensors) and nothing in this Contract shall grant to You any right, title or interest in the same.

 

7.3 You grant Rummage4 a non-exclusive licence for the Term to use Your logo(s) and the name or the logo(s) of any of Your Locations on the Platform.

 

8.     DATA PROTECTION

8.1 If you transfer your data to Rummage4, Rummage4 will become data controller of the copy of the Data uploaded to the Platform. To the extent necessary to give effect to this clause, when You upload the Data You assign to Rummage4 any title, rights or interest You may have in the copy of the Data.

 

8.2 Rummage4 remains the data controller of User Data in Rummage4’s possession. In order to provide the Services Rummage4 will transfer User Data to You subject to the terms set out in this clause. You acknowledge that You are a data processor of all copies of User Data made available to You by Rummage4.

 

8.3 Both parties will observe and perform their respective obligations set out in the Data Protection Laws regarding Your Data and the User Data. In particular, you will ensure that You only process User Data where You have a lawful basis to do so as set out in Data Protection Laws.

 

8.4 Rummage4 and You warrant to each other, having regard to the state of technological development and the cost of implementing any measures, to take appropriate technical and organisational measures against the unauthorised or unlawful processing of data (whether User Data or Your Data) and will take reasonable steps to ensure compliance with those measures.

 

8.5 Your Data must comply with the requirements in and be transmitted to Rummage4 in accordance with any technical guidelines stipulated by Rummage4. It is Your responsibility to ensure that You have all of the technical equipment and requirements necessary to receive the benefit of the Services and to safely and securely transmit Your Data to Rummage4.

 

8.6 You warrant that Your Data is within Your exclusive ownership and control and You are entitled to transfer a copy of it to Rummage4;

 

8.7 You shall notify Rummage4:

8.7.1 promptly upon receiving any notice or communication from the Information Commissioner’s Office relating directly to the User Data or the processing of User Data under the terms of or relating to this Agreement; and

 

8.7.2 within 24 hours of becoming aware of a breach relating to any such User Data, provide Rummage4 with a sufficient amount of information to allow Rummage4 to determine whether Rummage4 is required to submit a report to Rummage4’s national supervisory authority as required by Article 33 GDPR (Notification of a personal data breach to the supervisory authority) and such further information as may be required to submit that report and, if necessary, to notify the affected data subjects in accordance with Article 34 (Communication of a personal data security breach to the data subject). Where Rummage4 requires further support and information from You relating to a data security breach, You will provide such assistance as soon as possible and in good time before the end of the compulsory 72-hour reporting period in Article 33 and/or the time period in which Rummage4 intends to notify the affected data subjects.

 

8.8 You shall indemnify and hold Rummage4 harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by Rummage4 as a result of or in connection with  any alleged or actual infringement, whether or not under English law, of any third party's Intellectual Property Rights or other rights arising out of the use or supply of Your Data or User Data;

 

9.    LIMITATION OF LIABILITY

9.1 Clause 9.2 sets out Rummage4’s entire financial liability to You in respect of any liability from or connected to Your Membership. Nothing in these Conditions shall limit or exclude Rummage4's liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation.

 

9.2 Subject to clause 9.1:

 

9.2.1 Rummage4 shall not be liable to You whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of goodwill, loss of business, loss of reputation, loss or damage to Your Data or any indirect or consequential loss arising under or in connection with the Contract; and

 

9.2.2 Rummage4's total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Monthly Charges paid.

 

9.3 In addition to the remedies set out in clause 9, You shall indemnify and keep indemnified Rummage4 against all losses, costs, damages, claims and expenses (including reasonable legal costs) arising from or connected to any breach by You of this Contract.

 

9.4 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

 

9.5 This clause 9 shall survive termination of the Contract.

 

10.   Assignment

This Contract is not capable of assignment by You

 

11.   Notice

Any notice given under or in connection with this 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 or by email to its nominated email address set out above.

 

Any notice will be deemed to have been received (i) if delivered by hand, on signature of a delivery receipt, (ii) if sent by pre-paid first-class post or other next working day delivery service, on the second Working Days after posting or at the time recorded by the delivery service, or (iii) if sent by email, at the time of transmission.

 

This clause does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution

                               

12.   Invalidity

If any provision or part-provision of this Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.    Partnership

Nothing in Contract is intended to establish an exclusive arrangement between You and Rummage4 nor any partnership or appoint either party the agent of the other, or otherwise authorise either party to commit the other in any way whatsoever. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.    Delay

No failure or delay by Rummage4 provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the future exercise of that or any other right or remedy. No single or partial exercise of any right or remedy by Rummage4 shall preclude or restrict the further exercise of that or any other right or remedy.

15.    Third Party Rights

A person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

16.    Jurisdiction

This Contract shall be governed and construed in accordance with the laws of England and the exclusive jurisdiction of the English courts.

rummage 4 property ltd is registered in England & Wales No.10658054 Grenville House, 9 Boutport Street, Barnstaple, Devon, EX31 1TZ