Terms & Conditions

Party Definitions

“Lettings4u” is defined as or "the Company" means Lettings 4 U Limited, a company incorporated in England and Wales with Company No. 09947653 whose registered office is at 10 Pearson Road, Central Park, Telford, TF2 9TX;

“Partner Agent or Agent” is defined as the partner agent named on the Agent Agreement

All other definitions of terms are located on the last pages of this document. 

1. Contract between Lettings4u and the Partner Agent

1.1 No Contract shall subsist until:

1. unless waived by Lettings4u, an Agent Agreement completed and signed by the Partner Agent is received by Lettings4u and
2. the later of the Start Date (if any) and Lettings4u commencing provision of Services (whether by facilitating display of Content on the Website(s) or otherwise),

whereupon Lettings4u and the Partner Agent shall be deemed to have entered into a legally binding Contract on the Partner Agent Terms and Conditions set out here in the terms and conditions, and any relevant product specific terms and conditions.

 

1.2 The Contract shall be between Lettings4u and the Partner Agent and shall comprise of the Agent Agreement, these Partner Agent Terms and Conditions and any relevant Product Specific Terms and Conditions to which the Partner Agent is subject which, together, shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions and all other terms and conditions. Each party acknowledges that, in entering into the Agreement, it does not rely on anything that is not set out in the Agent Agreement, these Partner Agent Terms and Conditions and any relevant product specific terms and conditions.

 

1.3 In the event of any conflict between these Partner Agent Terms and Conditions and the Agent Agreement, these Partner Agent Terms and Conditions shall prevail and in the event of any conflict between these Partner Agent Terms and Conditions and any Product Specific Terms and Conditions, these Partner Agent Terms and Conditions shall prevail save where they relate to a matter pertaining to Services to which any relevant Product Specific Terms and Conditions relate whereupon such Product Specific Terms and Conditions shall prevail.

 

1.4 All Contracts between Lettings4u and a Partner Agent shall be governed by these Partner Agent Terms and Conditions and any relevant Product Specific Terms and Conditions and any variation thereof shall have no effect unless expressly agreed in writing and signed by Lettings4u.

 

1.5 From time to time, Lettings4u may amend these Partner Agent Terms and Conditions and any Product Specific Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time. Any changes will be posted on the Website.

 

1.6 Lettings4u reserves the right to reject any Agent Agreement and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes:

1. that party is not providing the services of an Agent or Online Agent (as determined by Lettings4u's advertising criteria); or
2. that the quality of its Content is not or will not be of a professional standard commensurate with that of its Partner Agents generally.

2. Services

2.1 Subject to these Partner Agent Terms and Conditions and any relevant Product Specific Terms and Conditions, Lettings4u will provide the Partner Agent with the Services in accordance with the Agent Agreement.

2.2 Lettings4u may vary the Services from time to time at its absolute discretion and the Partner Agent shall be notified of any such variations where necessary. Any changes will be posted on the Website. What happens if we cannot provide the service? Refunds? Partial refunds? No Liable?

3. Content and Obligations

3.1 The Partner Agent warrants and represents that:

1. it is an Agent or Online Agent and that it does not act as a consumer in relation to the Contract;
2. any individual who has signed and/or otherwise agreed to these Partner Agent Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Partner Agent;
3. Content will comply with all applicable laws (including, but not limited to, the Equality Act 2010), regulations and codes of practice in the United Kingdom and any compliance guidelines published or made available by Lettings4u from time to time, will not be defamatory, misleading, discriminatory or infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data;
4. any Video Content will:

1. be of a good quality in Lettings4u's reasonable opinion and comply with the Video Content Criteria;
2. only contain images related to the relevant property;

iii. not contain telephone numbers or email addresses other than Lettings4u contact details;

1. not contain any Personal Data;
2. not contain any promotion of the Partner Agent, except for its own logo; and
3. not contain any advertisements of any other products or services of the Partner Agent or any third parties, except for a 'powered by' logo of the production company.

 

For the avoidance of doubt, Video Content displayed on the Partner Agent's own profile page may contain promotion of other services that the Partner Agent provides;

1. any Photograph Content will:

1. of a good quality in Lettings4u's reasonable opinion and comply with the Photograph Content Criteria;
2. only contain the Partner Agent's profile photograph(s) or images related to the relevant property;

iii. not contain telephone numbers or email addresses other than Lettings4u contact details;

1. not contain any Personal Data;
2. not contain any promotion of the Partner Agent; and
3. not contain any advertisements of any other products or services of the Partner Agent or any third parties;

1. It is responsible for the integrity of the Content which is in all respects true, complete and accurate to the best of the Partner Agent's knowledge and belief and the Partner Agent shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as Lettings4u shall reasonably require to identify and remedy any unauthorised use of Content;
2. within no more than 3 Business Days of:

1. a property going "under offer";
2. a leasing contract being entered into in respect of a property; or

iii. the property being taken off the market,

 

the Partner Agent will either alter the status of the property details in the upload provided to Lettings4u so that it may be displayed as "under offer" or "let" as appropriate on the Website(s) or will remove the property from the upload provided to Lettings4u so that it is no longer displayed on the Website(s);

 

1. it has the authority to market the properties in the Content;
2. it holds all necessary authorities, consents and licences necessary to use, display, reproduce, publish the Content and has authority to and grants Lettings4u (and its Group Companies) a licence of the Content on the terms set out in clause 3.2;
3. it has read and will abide by all notices posted on the Website(s) from time to time that are relevant to the provision of the Services;
4. each of its branch offices will only upload details of properties they have received instructions for specifically at each branch office location, and that no branch office will upload details of properties originating from any other branch office location;
5. it shall not use Lettings4u's name, the name of any Group Company or any Logos, trade or services marks of Lettings4u or the Group in a defamatory or derogatory manner or in any way that might bring Lettings4u, the Group or its directors or employees into disrepute nor shall the Partner Agent misuse or deface (or allow to be misused or defaced) any Marketing Materials provided to it;
6. it will abide by any applicable industry code of conduct, recommendations or guidelines issued by any relevant trade organisation, including the National Landlords Association and the Residential Landlords Association, and will abide by all applicable laws and regulations applying to or affecting Partner Agents including, but not limited to, Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Marketing Regulations 2008;
7. it will provide a contactable telephone number and shall ensure that the majority of calls made to that telephone number are answered in person. Where a trackable telephone number has been allocated to the Partner Agent by Lettings4u, the Partner Agent will use this number to enable Lettings4u to effectively monitor Leads delivered to the Partner Agent and take no actions that would interfere with such monitoring, and the Partner Agent agrees that Lettings4u and its suppliers may record all telephone calls for the purposes of monitoring Leads delivered or replaying Leads to Partner Agents; and
8. it shall ensure that only its authorised persons have access to the Services and the Upload Systems and that where it provides Content via the Upload Systems it shall only do so in a format compatible with any technical specifications issued by Lettings4u from time to time. The Partner Agent agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information.

3.2 The Partner Agent grants Lettings4u and the Group a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract, but (for the avoidance of doubt) shall have no effect on the Partner Agent's rights (or its licensor's rights, as applicable) in respect of such Content or data, save to the extent specified herein. The Partner Agent agrees that Lettings4u and any Group Company may, but shall not be required to, identify the Partner Agent as the source of the Content on the Website(s) or in any other medium through which the Content or any derivative thereof is published or displayed.

 

3.3 Lettings4u:

1. may in its absolute discretion, at any time, remove, cause to be removed or decline to display any Content on the Website(s) which fails to comply with the terms of this Contract, and shall notify the Partner Agent of such decision either prior to, or at the time of, the relevant Content being removed or rejected;
2. may without prejudice to Lettings4u's right as set out in clause 3.3(a) above, require the Content to be amended at any time if Lettings4u considers or has reason to believe that the Partner Agent is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise; and
3. reserves the right to charge the Partner Agent for additional fees or in a manner it deems appropriate or on a per property basis if Lettings4u has reason to believe that Content uploaded by any of the Partner Agent's branch offices is in breach of clause 3.1(k) above.

 

3.4 The Partner Agent acknowledges and agrees that:

1. it will continue to be bound by these Partner Agent Terms irrespective of whether:

1. the individual who has signed and/or agreed to the Partner Agent Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Partner Agent or subsequently ceases to be authorised to act on behalf of the Partner Agent; or
2. the whole or substantially whole of the Partner Agent's assets are sold or transferred to a different legal entity;

1.  neither Lettings4u nor any Group Company shall be under any obligation to monitor or censor the Content that appears on the Website(s) but Lettings4u reserves the right for itself (and the Group) to do so;
2. neither Lettings4u nor any Group Company is responsible for any error or omissions in any Content;
3. as part of the Services the Partner Agent may be provided with access to data including that derived from the content and data provided by Lettings4u's Partner Agents and other third parties. Lettings4u takes reasonable care to ensure that such data is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Partner Agent as, comprehensive but an aggregation of the content and data available to Lettings4u at the time of provision and available to the Partner Agent in accordance with its level of Partner Agentship;
4. technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website(s) or to the Upload Systems. Lettings4u makes no representation or warranty that the Website(s), the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website(s), Services, the Content or Upload Systems will be free from error and while Lettings4u will make reasonable endeavours to notify the Partner Agent in advance, it may suspend temporarily or alter the operation of the Website(s), Services or the Upload System without notice to the Partner Agent;
5. it is responsible for and will pay all telecommunications and internet access charges incurred by it when using the Website(s);
6. transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which neither Lettings4u nor any Group Company shall be responsible;
7. from time to time Lettings4u shall be entitled to increase the fees payable by the Partner Agent in the event that, following an assessment by Lettings4u, it is determined by Lettings4u that the number of properties displayed on the Website on behalf of the Partner Agent has increased such that the number of properties exceeds the average for Partner Agents of a similar type. In assessing the number of properties and the applicable average for these purposes:

1. an Agent's properties (and those of other Agents) shall be assessed on a per-branch basis by reference to an appropriate geographical area;
2. an Online Agent's properties (and those of other Online Agents) shall be assessed by reference to appropriate geographical areas;

and in any event an assessment will be made by reference to any relevant guidelines issued by Lettings4u from time to time. Any increase in fees will be calculated on a per-property basis so as to fairly reflect the increase in the volume of the Partner Agent's displayed properties;

1. Lettings4u may limit the number of photographs that may be displayed by the Partner Agent to 20 images per property;
2. in providing the Services, and in order to provide information about other products and services, Lettings4u may, unless otherwise agreed in writing by Lettings4u and the Partner Agent, contact the Partner Agent by post, telephone, electronic means, including e-mail and other electronic media and the Partner Agent shall maintain a valid working e-mail address for each of its branch offices, head offices, regional offices and development offices and shall immediately notify the Company of any change of e-mail addresses;
3. it shall for the duration of the Contract, take reasonable steps to promote the Website(s) to its customers and display any Marketing Materials provided by Lettings4u at its premises, provide a link on its website to the Website(s) and include the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, Lettings4u grants the Partner Agent a non-exclusive licence for the duration of the Contract to use, display and copy the Logo, Lettings4u name and any trade or services marks used by Lettings4u or the Group and copyright (or other intellectual property rights) contained in the Marketing Material; and
4. all intellectual property rights in the Services, technology supporting the Services (including the Upload System) and the Website(s) vest in Lettings4u and/or its licensors/sub-contractors and that the Partner Agent has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract. For the avoidance of doubt, save to the extent otherwise specified in the Contract, all intellectual property rights in the Content shall remain vested in the Partner Agent (or its licensors, as applicable).

3.5 Any third party, purporting to act as agent for or on behalf of a prospective Partner Agent, contracting with Lettings4u for the provision for Services warrants and represents that it has the full and valid authority of that prospective Partner Agent to bind it and to the extent that:

1. that third party exceeds its authority; and/or
2. the prospective Partner Agent refuses to such pay any Fees or charges,

that third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.

 

3.6 The Partner Agent shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Partner Agent's use of the Services unless expressly agreed in writing by Lettings4u.

 

3.7 The Partner Agent shall promptly notify Lettings4u if there is any increase or decrease in the number of branch offices operated by the Partner Agent

 

3.8 The Partner Agent shall promptly notify Lettings4u in writing in the event:

1. there are no longer any properties left for rent in a Development; or
2. it decides that a Development should no longer be listed for any reason.

4. Fees

4.1 Subject to any express terms in the Agent Agreement, Fees (plus VAT and any other taxes or duties thereon) and any other charges due hereunder shall be paid by the Partner Agent in accordance with these Partner Agent Terms and Conditions.

 

4.2 Lettings4u (or any Group Company as Lettings4u may determine) shall invoice the Partner Agent monthly in advance (or in arrears for Services provided either on a "one-off basis" or on a "Pay per Lead" basis) on or around the 1st day of each month and the invoice shall become payable 14 calendar days after the invoice date.

 

4.3The Partner Agent shall pay the Fees to Lettings4u by direct debit (or by such other method as may be agreed in writing by Lettings4u) on the due date to such account as Lettings4u may from time to time advise and where payment is to be made by direct debit the Partner Agent hereby authorises Lettings4u (or a Group Company on its behalf) to collect the payment on the due date. An Unavoidable Catastrophic Event shall not relieve a party of its duty to pay the Fees as they fall due under this Contract up to the date of termination and no refunds of Fees paid in advance shall be payable as a result of an Unavoidable Catastrophe Event.

 

4.4If the Partner Agent fails to pay any amount due to Lettings4u (or any Group Company) by the due date for payment, then

1. Lettings4u on behalf of itself and the Group reserves the right to charge interest on any outstanding amounts at the rate of 4% per annum above HSBC Bank Plc's base lending rate in force from time to time (or if the rate is zero or below,4%) or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
2. without prejudice to any other right or remedy available to Lettings4u, Lettings4u shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 7.4 or 7.6 respectively), remove any reference or prevent access to the Content submitted to the Website(s) and/or prevent access to Lead Content and any other data generated in connection with the Partner Agent's use of the Services until payment of all outstanding Fees and any associated charges is made in full.

4.5 Lettings4u reserves the right to charge the Partner Agent its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).

 

4.6 Lettings4u reserves the right to require the Partner Agent to pay a deposit before making the Services available to the Partner Agent. If a deposit is required, it shall be repaid by Lettings4u to the Partner Agent on termination of the Contract, subject to Lettings4u being permitted to offset any amounts due from the Partner Agent under the Contract against any such deposit repayment.

4.7 Lettings4u reserves the right to charge a monthly administration fee of £5 plus VAT on any account where payments are not made by direct debit.

 

4.8 Lettings4u reserves the right to charge Partner Agents an administration fee of £100 plus VAT per branch or branch equivalent (in the case of an Agent or Online Agent respectively) if having terminated one Contract with Lettings4u they wish to enter into another Contract with Lettings4u or the Group within 12 months of the termination.

 

4.9 Lettings4u does not guarantee the quality or quantity of Leads it provides to its Partner Agents. No refunds or credits will be given by Lettings4u for failure to provide a certain number of Leads.

 

4.10 Where an Initial Term, Minimum Term or Renewal Term applies, Lettings4u reserves the right to increase the Fees at the end of the Initial Term and each Renewal Term by giving 45 days' notice to the Partner Agent but, where such notice is not given, the parties agree that the Fees shall automatically increase at the end of the Initial Term or Minimum Term and each Renewal Term in line with the percentage increase in the UK Retail Prices Index since the Fees were last set.

 

4.11 Where no Initial Term, Minimum Term or Renewal Term applies, without prejudice to the generality of clause 1.3, and in addition to clauses 3.3(c) and 3.4(h), Lettings4u reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days' written notice to the Partner Agent. Any Services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.

 

5. Liability

5.1 All warranties and representations (whether express or implied) provided by Lettings4u or any Group Company are, to the fullest extent permitted by law, excluded from the Contract.

 

5.2 Nothing in any Contract shall exclude or limit either party's liability for:

1. death or personal injury caused by that party's negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability which cannot be excluded or limited by law.

5.3 Subject to clause 5.2:

1. Lettings4u and the Group Companies shall only be liable for direct losses arising out of or in connection with the Contract; and
2. Lettings4u and the Group Companies' total liability to the Partner Agent (whether in contract, tort or otherwise) arising out of or in connection with the Contract shall be limited to the aggregate amount of Fees (excluding VAT) paid by the Partner Agent in the 3 months immediately preceding the month in which the Partner Agent incurred the loss resulting in liability of Lettings4u or the relevant Group Company. This liability may be further limited by the relevant Product Specific Terms and Conditions in respect of any claim relating to Services to which those Product Specific Terms and Conditions apply.

5.4 Neither Lettings4u nor any Group Company shall be liable for any liability caused by:

1. any breach of the Contract by the Partner Agent; or
2. the Partner Agent using, altering or manipulating any data provided by Lettings4u or changing the manner in which such data are represented.

5.5 The Partner Agent shall indemnify Lettings4u (and the Group) against all losses and expenses incurred by them in relation to any third party claim arising from the Content or misuse by the Partner Agent of the Services, except to the extent that the foregoing results directly from the negligence of Lettings4u (or any Group Company).

 

5.6 The Partner Agent agrees that this clause 5 is fair and reasonable.

 

6. Confidentiality

6.1 Subject to clause 6.2, a party shall disclose information not in the public domain relating to the other only if:

1. the person to whom the disclosure is made needs the information in order for the disclosing party to carry out its obligations under this Agreement; or
2. the law requires

6.2 Lettings4u will be permitted to issue announcements and releases relating to the Contract, the transactions contemplated by it, the identity of the Partner Agent and the relationships between the parties without the prior consent of the Partner Agent.

 

7. Termination and effect of termination

7.1 Each Contract shall commence in accordance with clause 1.1 and shall continue until terminated in accordance with these Partner Agent Terms and Conditions. Save where an Initial Term or Minimum Term applies, the Contract shall continue for the Initial Term or Minimum Term (and if both apply for the longer of the two) (unless terminated in accordance with these Partner Agent Terms and Conditions), after which the Contract shall automatically renew for successive periods of 12 months (each a "Renewal Term").

 

7.2 Termination

1. During an Initial Term, Minimum Term or Renewal Term, Lettings4u or the Partner Agent shall only be entitled to terminate the Contract for convenience on at least one month’s notice, such termination to take effect on expiry of the Initial Term or Minimum Term (and if both apply on expiry of the last to expire of the two) or Renewal Term (as applicable).
   For example, if a Contract starts on 13 February 2021 and has an Initial Term of 12 months, a Partner Agent cannot terminate the Contract until 12 February 2022. In order to terminate, the Partner Agent must serve written notice on or before 13 January 2022.
2. Where no Initial Term or Minimum Term is specified in the Agent Agreement, Lettings4u or the Partner Agent shall only be entitled to terminate the Contract for convenience on at least one month’s notice to the other party, such notice to expire at the end of a calendar month.
   
   For example, a Partner Agent may serve notice to terminate on 16 February 2022 but that notice shall not take effect until 31 March 2022 (being the last day of the calendar month following service of the notice).

7.3 If Lettings4u receives notification from a Partner Agent under clause 3.8, the Partner Agent may terminate the part of its Contract relating to the applicable Development (but no other part of its Contract) at the end of the calendar month in which Lettings4u receives the notification.

 

7.4 Either party may terminate the Contract:

1. immediately by giving written notice to the other party if the other party persistently breaches the Contract; or
2. on 30 calendar days' written notice to the other party if the other party is in material breach of this Contract save that if the other party remedies the breach to the satisfaction of the party which served the termination notice before the expiry of the 30 day notice period, the notice of termination shall be revoked (for the avoidance of doubt, any failure by the Partner Agent to pay any amount due to Lettings4u on the due date for payment shall be considered a material breach for the purposes of this clause 7.4(b)).

7.5Lettings4u may terminate the Contract on 30 calendar days' written notice to the Partner Agent in the event that, in Lettings4u's reasonable opinion, the Partner Agent's financial position is such that the Partner Agent's capability to adequately fulfil its obligations under the Contract is in material jeopardy.

 

7.6 Without limiting their other rights, Lettings4u (or any Group Companies on its behalf) may immediately suspend the Services or access to or temporarily remove any Content from the Website(s) (or cause any of those things to occur) if the Partner Agent breaches the Contract and fails to rectify that breach immediately following receipt of notice from Lettings4u requesting it to do so.

 

7.7 On termination of the Contract for whatever reason:

1. all Fees and any other sums due from the Partner Agent to Lettings4u shall immediately become payable and the Partner Agent shall immediately pay Lettings4u such sums in full;
2. the licences referred to in clause 3.4(l) (or contained in any Product Specific Terms and Conditions) shall immediately terminate;
3. the Partner Agent shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems; and
4. without prejudice to clause 9.5(f), the Partner Agent's access to Content and all other data generated in connection with the Partner Agent's use of the Services shall cease;
5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract, which existed at or before the date of termination shall not be affected; and
6. any provision of the Contract which is expressed as surviving the Contract or which is required to survive the Contract to give effect to it shall survive termination.

8. Unavoidable Catastrophic Event
   Neither party shall breach the Contract by reason of any delay or failure in performance resulting from an Unavoidable Catastrophic Event. However, if the unavoidable catastrophe continues to cause a party to need relief from the impact of its delay or failure for one month or longer, the other party may terminate the Contract immediately by giving notice to the affected party.

 

9. Data Protection

9.1 If Leads passed to the Partner Agent by Lettings4u contain Personal Data (the "Leads Personal Data"), the Partner Agent acknowledges that it will be the Controller of the copy of the Leads Personal Data that it receives and shall comply with the Data Protection Legislation in relation to the Leads Personal Data.

 

9.2 The Partner Agent warrants and represents that, if it provides Lettings4u directly or indirectly with Personal Data relating to any individual it shall have obtained that individual's consent to (i) process, use and store that Personal Data for the purpose of providing of the Services and (ii) transmit that Personal Data to Lettings4u and other third parties (including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.

 

9.3 The Partner Agent acknowledges that Lettings4u may have access to other copies of the information contained in the Lettings4u Data (including any Personal Data) and that Lettings4u is the Controller with respect to such other copies. Accordingly, these clauses 9.3 to 9.7 (inclusive) do not apply with respect to such other copies.

 

9.4 Subject to clause 9.4, Lettings4u agrees:

1. to process the Lettings4u Data only in accordance with the Partner Agent's written instructions, unless required to do otherwise by UK or EU law, in which case Lettings4u shall inform the Partner Agent of that legal requirement (unless prohibited from doing so by law);
2. to ensure that all its staff involved in processing the Lettings4u Data are under appropriate duties of confidentiality;
3. to implement appropriate technical and organisational measures to ensure a level of security for the Lettings4u Data appropriate to the risks associated with Lettings4u's processing of the Lettings4u Data;
4. to assist the Partner Agent by appropriate technical and organisational measures to enable the Partner Agent to respond to requests from Data Subjects exercising their Data Subject Rights;
5. to provide the Partner Agent with reasonable assistance in ensuring compliance with the Partner Agent's obligations under Articles 32 to 36 (inclusive) of the GDPR;
6. on termination or expiry of the contract, to delete or return (at the Partner Agents option) all existing copies of the Lettings4u Data in its control or possession, in accordance with the terms of the Lettings4u Data Retention Policy current at the time of the termination or expiry of the contract, unless retention is required by UK law or Lettings4u has a lawful basis on which to retain such copies;
7. to make available to the Partner Agent all information in its possession or control that is necessary to demonstrate Lettings4u's compliance with its obligations under this clause 9.5; and
8. to allow the Partner Agent, on reasonable prior written notice and during business hours, reasonable access to Lettings4u's records (and reasonable related assistance) to enable the Partner Agent to verify Lettings4u's compliance with its obligations under this clause 9.5.

9.6 The Partner Agent agrees that Lettings4u may engage other processors (each a "Sub-Processor") of the Lettings4u Data, provided that Lettings4u shall ensure that any Sub-Processor is bound by obligations the same as those in these clauses 9.3 to 9.7 (inclusive) with respect to the Lettings4u Data and provided that Lettings4u remains liable to the Partner Agent for any breach of these clauses 9.3 to 9.7 (inclusive) by the Sub-Processor.

 

9.7 With respect to a request or audit under clauses 9.5(g) or 9.5(h), Lettings4u shall inform the Partner Agent immediately if, in its opinion, the Partner Agent's instruction infringes the GDPR or another applicable UK or EU data protection law.

 

10. Data

10.1 Lettings4u has access to the following data, which is provided in connection with, or is otherwise generated as a result of, the provision and use of the Services:

1. contact details of Partner Agents;
2. the Content, which is used by Lettings4u in the provision of its Services for the Partner Agent and which may also be provided on an aggregated basis to third parties by Lettings4u in its sole discretion for Lettings4u's wider business purposes, including (without limitation), for the purpose of increasing visitor traffic to the Website;
3. recordings of Lead telephone calls;
4. information relating to Leads as detailed further in the Lettings4u Privacy Policy; and
5. cookie data, as detailed further in the Lettings4u Cookie Policy.

10.2 Partner Agents shall not have access to any of Lettings4u's business generated information.

 

11. Content Display and Additional Services

11.1 Subject to the payment of all applicable Fees, Partner Agent's properties are initially displayed as a result of searches carried out by Website users by reference to one or more objective criteria which are extracted from the Content. Lettings4u reserves the right to change the objective criteria which are used to order the initial search results from time to time. Following a search by a Website user, each Website user may adjust the order in which properties are displayed according to their own unique requirements.

 

12. Ancillary Services
    In addition to advertising properties, Lettings4u provides a range of ancillary services via the Website which complement this core offering. Examples of the types of ancillary services made available include, without limitation, the provision of information relating to utilities, property mortgages and insurance options which may be available to users of the Website in relation to properties which they choose to view. Lettings4u offers Partner Agents the opportunity to advertise ancillary services on the Website for an additional cost or as part of their subscription package. Partner Agents can contact their Lettings4u Account Manager for more details of the options available.

 

13. Compliance with Relevant Requirements

13.1 The Partner Agent shall:

1. comply with the Relevant Requirements;
2. not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
3. have and shall maintain in place throughout the term of the Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause 13.1(b), and will enforce them where appropriate;
4. promptly report to Lettings4u any request or demand for any undue financial or other advantage of any kind received by the Partner Agent in connection with the performance of the Contract;
5. immediately notify Lettings4u (in writing) if a foreign public official becomes an officer or employee of the Partner Agent and the Partner Agent warrants that it has no foreign public officials as officers or employees at the date of the Contract);
6. on Lettings4u's request, certify to Lettings4u in writing signed by an officer of the Partner Agent, compliance with this clause 13 by the Partner Agent. The Partner Agent shall provide such supporting evidence of compliance as Lettings4u may reasonably request.

13.2 Breach of this clause 13 shall be deemed a material breach.

13.3For the purpose of this clause 13, the meaning of "adequate procedures" and "foreign public official" and whether a person is "associated" with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

 

14. Feedback and Complaints Procedure

14.1 Lettings4u has a process in place to deal with concerns which Partner Agents may have, including concerns regarding the Contract or the Services.

 

14.2 To contact Lettings4u with any concerns, the Partner Agent should e-mail Partner [email protected] Lettings4u will endeavour to acknowledge the e-mail within 2 Business Days of its receipt and, where necessary, will request any additional information as Lettings4u may deem necessary to investigate the concern. Each complaint will be investigated and assessed by Lettings4u as soon as possible thereafter.  

 

14.3 In the event that the Partner Agent is unhappy with the outcome of Lettings4u's investigation of the complaint, the Partner Agent is entitled to email details of the complaint to [email protected], marked for the attention of the Customer Support Manager or otherwise contact the Customer Support Manager in writing at the following address:Customer Support
Lettings4u 

10 Pearson Road

Central Park

Telford

Shropshire

TF2 9TX

 

14.4 If the Partner Agent is dissatisfied for any reason with the final decision of the Customer Support Manager, the Partner Agent is entitled to refer their complaint for mediation by an appropriate external mediator. For these purposes, an appropriate external mediator would be one who Lettings4u deems to be suitably qualified and who is registered with either Independent Mediators or IPOS Mediation. The apportionment of any costs incurred in relation to the mediation process shall be determined in good faith between Lettings4u and the Partner Agent, on the basis of the mediator's recommendation.

 

14.5 Lettings4u shall not be obliged to consent to mediation in circumstances where a Partner Agent has historically made repeatedly unsuccessful mediation attempts, whether in respect of the same or a prior complaint. In the event that a complaint is referred for mediation, the parties agree to participate in such mediation in good faith.

 

15. General

15.1 Nothing in these Partner Agent Terms and Conditions or any Product Specific Terms and Conditions is intended to establish an exclusive arrangement between the Partner Agent and Lettings4u (or any Group Companies) 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.

 

15.2The Partner Agent may not assign or otherwise create any interest in any of its rights and obligations under the Contract without the prior written consent of Lettings4u.

 

15.3 If any provision or part-provision of the 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 15.3 shall not affect the validity and enforceability of the rest of the Contract.

 

15.4 No failure or delay by Lettings4u or any Group Company 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 Lettings4u or any Group Company shall preclude or restrict the further exercise of that or any other right or remedy.

 

15.5 Any notice 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 or by email to its nominated email address or webform as specified on the Agent Agreement. 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 Business 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 15.5 does not apply to the service of any proceedings or other documents in any legal action or other method of dispute resolution.

 

15.6 Except for the Group Companies (who may enforce relevant provisions of the Contract), a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

 

15.7 The construction, validity and performance of the Contract and all non-contractual obligations arising from or connected with the Contract shall be governed by English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English courts to resolve any dispute between them.

 

Definitions

In these Partner Agent Terms and Conditions, the following definitions shall apply:

"Agent or Partner Agent" means lettings agent and/or commercial property agent;

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

"Business Hours" means between the hours of 9:00am to 5:00pm (GMT) on a Business Day;

"Content" means any content and materials made available by, on behalf or on the instruction of, the Partner Agent to Lettings4u on the Website(s), including (without limitation) property details, any intellectual property rights, Lead Content, Photograph Content and Video Content;

"Contract" or "Agreement" means a contract for Services between Lettings4u and the Partner Agent governed by these Partner Agent Terms and Conditions, the Agent Agreement and, where appropriate, Product Specific Terms and Conditions;

"Controller" is defined in the Data Protection Legislation;

"Data Subject" is defined in the Data Protection Legislation;

"Data Subject Rights" means the rights of Data Subjects set out in Chapter III of the GDPR;

"Data Protection Legislation" means the EU General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the Privacy and Electronic Communications Regulations 2003, and (in each case) any successor legislation enacted in the United Kingdom;

"Fees" means the amounts due to Lettings4u by the Partner Agent under the Contract and set out or calculated in accordance with the Agent Agreement (as varied from time to time in accordance with clause 4.9);

"Unavoidable catastrophe/catastrophic event”  means an Act of God; war; riot, civil commotion; strike, lockout or other labour disturbance (not including those involving the party's employees); or any other circumstances beyond the control of the party seeking to invoke unavoidable catastrophe which include outbreak of epidemics and infectious diseases such as plagues, quarantine restrictions or restrictions against entry into any country where services or materials are being obtained or delivered and which operate to frustrate the Contract;

"Group" means Lettings4u and any holding company or companies and any subsidiary undertaking(s) of Lettings4u or Lettings4u's ultimate parent company from time to time and "Group Company" means any one of them;

"Initial Term" means an initial term of the Contract, if any, as set out in the Agent Agreement or agreed by the parties in writing;

"Lead" means either an email or telephone call received by the Partner Agent from any person who has contacted the Partner Agent using the contact form or contact details supplied on the Website(s);

"Lead Content" means any data or information generated by or resulting from the activities of a Lead;

"Logo" means the  logo or any other logo as Lettings4u or any Group Company may from time to time provide to the Partner Agent;

"Marketing Materials" means the marketing materials provided to the Partner Agent by Lettings4u or any Group Company for the purpose of promoting the Services;

"Partner Agent" means the Agent, the Online Agent or the Developer set out in the Agent Agreement;

"Minimum Term" any minimum order period or term (other than the Initial Term or Renewal Term) for Services as set out in a Services Amendment Form 

"Online Agent" means an estate agent or lettings agent that operates primarily via a website (rather than a physical branch) and/or does not operate through a local office network;

"Agent Agreement" means the Agent Agreement for Services (as agreed, amended or added to from time to time by a Services Amendment Form by the parties in writing) indicating the Services to be provided under the Contract together with any specific terms relating to Fees or portal obligations;

"Personal Data" is defined by the Data Protection Legislation;

"Photograph Content" means any Content in a photograph format;

"Photograph Content Criteria" means the Photograph Content criteria notified to the Partner Agent from time to time;

"Processor" is defined in the Data Protection Legislation;

"Product Specific Terms and Conditions" means additional terms and conditions that relate to specific Services provided by Lettings4u and to which, in addition to these Partner Agent Terms and Conditions, the Partner Agent shall be subject whilst in receipt of such Services;

"Relevant Requirements" means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010;

"Renewal Term" has the meaning set out in clause 7.1;

"Services" means the services to be provided by Lettings4u as set out in the Agent Agreement and which may include any, or a combination, of the following:

• a process facilitating the upload by the Partner Agent of property details (including images) to the Website(s);
• displaying the Partner Agent's properties on the Website(s);
• providing the Partner Agent with a listing within the agent directory on the Website(s);
• providing Leads to the Partner Agent;
• providing advertising services to the Partner Agent;
• providing reports and access to reporting tools to the Partner Agent; and
• any other services provided by Lettings4u (or its Group Companies) from time to time.

"Services Amendment Form" means a services amendment form, additional products Agent Agreement or purchase Agent Agreement or any other form provided by Lettings4u and signed by the Partner Agent indicating an amendment or addition to the type or level of Services set out in the Agent Agreement;

"Start Date" means a start date for the Contract as may be specified in the Agent Agreement;

"Unique User" means a uniquely identifiable visitor to the Website(s) within any calendar month;

"Upload Systems" means any system made available by Lettings4u to the Partner Agent to facilitate the supply of Content to the Website(s);

"Video Content" means any audio-visual multimedia Content in a video format;

"Video Content Criteria" means the Video Content criteria notified to the Partner Agent from time to time;

"Website(s)" means any mobile application, the website located at www.Lettings4u.co.uk and any other website whose domain is owned or controlled or powered by Lettings4u or any Group Company as Lettings4u may determine and via which Services are provided;

"Lettings4u" or "the Company" means Lettings 4 U Limited, a company incorporated in England and Wales with Company No. 09947653 whose registered office is at 10 Pearson Road, Central Park, Telford, TF2 9TX