Lenders' Handbook Monitor - TERMS OF SERVICE

1 Application and entire agreement

1.1 These Terms and Conditions apply to the provision of the services (Services) by Property Marvel Limited a company registered in England and Wales under number 11935130 whose registered office is at Ty Antur, Navigation Park, RCT, CF45 4SN (we or us or Service Provider) to the person buying the services (you or Customer).

1.2 You are deemed to have accepted these Terms and Conditions from the date of any performance of the Services and these Terms and Conditions (the Contract) are the entire agreement between us.

1.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2 Interpretation

2.1 A "business day" means any day other than a Saturday, Sunday or bank holiday in England and Wales.

2.2 The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.

2.3 Words imparting the singular number shall include the plural and vice-versa. Words in upper and lower case, or any mixture thereof shall have the same meaning.

2.4 “We”, “Us” shall refer to Property Marvel Limited

2.5 “Website”, “Service” shall refer to the website and services provided by Property Marvel Limited at https://lhb.legalcm.co.uk

2.6 “You”, shall refer to the party, whether as an individual or business, consuming / using / accessing the “Website”

3 Services

3.1 We warrant that we will use reasonable care and skill in our performance of the Services. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement, and we will attempt to notify you if this is necessary.

3.2 We will use our reasonable endeavours to ensure access to the service, and to restore access when the service goes off-line.

3.3 All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.

3.4 You shall not represent Yourself as Our or any Supplier's agent, or as having had any of Your activities authorised by Us.

3.5 Where we provide content in printed form or in an electronic format for printing (including Reports), We grant You a non-exclusive, perpetual, non-transferable licence (without the right to provide copies or extracts or sub-license or provide extracts or copies to any 3rd party other than End Users) to use Content in hard copy or in a digital form for printing (including Reports) for Your commercial or non-commercial use, but without the right to copy, modify, extract or re-use any hard copy or digital Content.

3.6. Always subject to these Terms, you may make Reports available at no additional cost to:

a) the current owner of the entire or a portion of the Property.
b) any entity who purchases or undertakes to purchase the Property in its entirety or in part.
c) anybody who offers or proposes to provide financing secured on the Property in whole or in part.
d) any person on whose behalf You act in a professional or commercial capacity with respect to the Property. and/or
e) any person acting on Your behalf in a professional or commercial capacity in respect to the Property; collectively the "Beneficiaries."
f) Any individual or entity participating in the: Training for your organisation or that of your client, auditing of your organisation or that of your client or training for your organisation or that of your client.

3.7 Beneficiaries may rely on the Report as if it were addressed to them, and any such person may enforce these Terms as if they were named in the Order, provided that the recipient of the Report accepts these Terms.

3.8 You are responsible for including copyright and database ownership notices in a prominent location on all copies of the Content. You may not remove from the Content any of Our or the Suppliers' intellectual property protection notices (such as copyright notices or trademarks).

3.9 You may not reverse engineer, separate, or otherwise manipulate the Content so that it can be extracted and utilised for any purpose outside the scope of the Agreement.

3.10 If You are a Company or public body, You agree that the licenced use of Content in accordance with the provisions of this Agreement always excludes its use by any of Your subsidiaries, holding companies, or subsidiaries of such holding companies (as defined in section 1159 of the Companies Act 2006), or by any government entity associated with You (in each case as applicable).

3.11 You agree and shall ensure that any such firm or entity enters into a separate contract with Us.

3.12 All other uses of the Content not permitted by the Agreement are strictly prohibited.

3.13 If You desire to use the Content in a manner not permitted by the Terms, You must contact Us to obtain the required consents or licences (which may include additional licences from the Suppliers), for which additional Fees may apply.

3.14 You undertake to notify Us if you suspect any infringement of our or our suppliers' intellectual property rights.

3.15 You agree that you will not use the Services (including, but not limited to, Our Websites) in any way that may lead to the encouragement, procurement, or execution of any criminal or illegal activity, nor will you do anything that could prove harmful to the Website or our servers, systems, or equipment or those of third 3.16 parties, nor will you access any users' data or penetrate or circumvent any Website security measures or endeavour to do so.

4 Your obligations

4.1 You must obtain any permissions, consents, licences or otherwise that we need and must give us with access to any and all relevant information, materials, properties and any other matters which we need to provide the Services.

4.2 If you do not comply with clause 4.1, we can terminate the Services.

4.3 We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your obligations).

5 Basis of Contract

5.1 These Terms (including, where applicable, Third Party Content Terms) govern Our relationship with You when You use or purchase Our Services.

5.2 Where these Terms are not expressly accepted by You, they will be deemed accepted, and You agree to be bound by these Terms: (i) when You place any Order, make any subscription, or pay for any Services provided to You by Us; and (ii) in respect of Your use of any Website, by accessing and continuing to use any portion of this Website.

5.2.1 If You do not agree with any of the Terms that govern the use of Our Websites or services, You must refrain from using the Website / service.

5.2.2. You may be asked to register Your information and/or create an account in order to use or purchase specific Services. Acceptance of these terms is deemed to have occurred upon submission of Your registration and Your use of such Services.

5.2.3 You must guarantee that all information supplied during registration is current, true, accurate, and comprehensive.

5.3 In the event of a violation of this provision, we reserve the right to suspend or cancel your access to the Website or service or block Your ability to place Orders.

5.4 Each registration is limited to a single user. You are not permitted to disclose Your login and password to any other individual or network user.

5.5 You are responsible for maintaining the secrecy of Your password and are accountable for any activities that occur under Your username and password. We shall not be responsible if someone else uses Your password. As soon as you become aware of any unauthorised use of Your password or security breach, you must contact us immediately and reset your password using the facility provided.

5.6 You shall take all reasonable means to ensure that the information you supply in connection with Your Order is complete, accurate, and correct.

5.7 We shall not be liable for any inaccuracies or omissions in information submitted by You or on Your behalf as a result of Your failure to submit correct information to our Website or service.

5.8 We reserve the right, at Our sole discretion, to amend these Terms and to cancel or revise any or all other parts of the Services, with immediate effect and without prior notice, including, but not limited to, changing the available Services at any given time. Any changes to these terms will be disclosed on Our Websites.

5.9 Your continued subscription to our Services or your continued payment to us or continued use of the Website by You shall be construed as your willingness to be bound by such modifications.

5.10 We will not record or maintain a copy of these Terms for each interaction or transaction that you conduct through the Website.

5.11 These Terms, along with any Third Party Content Terms, any Order You place (if applicable), the Fees (if applicable), and delivery details in relation to the Order, and Our privacy policy, which is available on the Website, constitute the entire agreement between the parties relating to Our provision of Services to You ("Agreement").

5.12 You recognise that You have not relied on any statement, promise, or representation made or given by or on Our behalf that is not expressly forth in the Agreement or delivery specifications.

5.13 Nothing in section 5.8 is intended to limit or exclude liability for fraud.

5.14 These Terms shall control at all times to the exclusion of all other terms and conditions, including any terms and conditions that You may purport to apply even if such other provisions are submitted in a later document or purport to exclude or override these Terms, and neither the course of conduct between the parties nor trade practices shall act to modify these Terms.

6 Fees

6.1 The fees (Fees) for the Services are as described on our website (https://lhb.legalcm.co.uk).

6.2 The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

7 Cancellation and amendment

7.1 If, due to circumstances beyond our control, including those set out in the clause below (Circumstances beyond a party's control), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

8 Payment

8.1 We will invoice you for payment of the Fees monthly in advance

8.2 You must pay the Fees due within 14 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.

8.3 Time for payment shall be of the essence of the Contract.

8.4 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

8.5 If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.

8.6 Receipts for payment will be issued by us only at your request.

8.7 All payments must be made in British Pounds unless otherwise agreed in writing between us.

9 Sub-Contracting and assignment

9.1 We can at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.

9.2 You must not, without our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.

10 Termination

10.1 We can terminate the provision of the Services immediately if you:

a. commit a material breach of your obligations under these Terms and Conditions; or
b. fail to make pay any amount due under the Contract on the due date for payment; or
c. are or become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor; or
d. enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with its creditors; or
e. convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part of them, any documents are filed with the court for the appointment of an administrator in respect of you, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for your winding up or for the granting of an administration order in respect of you, or any proceedings are commenced relating to your insolvency or possible insolvency.

11 Intellectual property

11.1 We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.

11.2 You understand and agree that all Intellectual Property Rights in Content and Our Websites are and shall remain the exclusive property of Us or Our Suppliers, and nothing in this Agreement shall transfer, assign, or grant You any rights (save for the licence as set out above).

11.3 Subject to any use of the Content in accordance with these Terms, You acknowledge and accept that You shall ensure that any individual to whom You provide access to the Content shall, treat as rigidly private and confidential the Services, the Content, and all information obtained from the Services and Content, and you agree to use appropriate technical and organisational measures to safeguard the Content from unauthorised use.

11.4 The names, images, and logos identifying Property Marvel Limited, our partners, third parties, or our parent or subsidiary companies, and our / their products and / or services contained in or sold via our Website or integrated reseller or case management solutions, are proprietary marks and may not be replicated or used in any other manner without our prior written consent.

12 Liability and indemnity

12.1 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort or misrepresentation or otherwise, shall be limited as set out in this section.

12.2 The total amount of our liability is limited to the lesser of (i) 6 months of subscription Fees payable by you under the Contract or; (ii) subscriptions fees paid to date for the use of this service under the Contract.

12.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions for:

a. any indirect, special or consequential loss, damage, costs, or expenses or;
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; or
d. any losses caused directly or indirectly by any failure or your breach in relation to your obligations; or
e. any losses arising directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any goods supplied in connection with the Services.

12.4 You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

12.5 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or for any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

12.6 The Services' underlying Content is obtained from third-party sources. We do not guarantee the correctness or completeness of any information or Content given, unless We were notified of an omission, error, or inaccuracy in the Content. Such Content is derived solely from the sources outlined by Us, and We do not claim that these sources represent a complete or exhaustive list of all sources that may be consulted.

12.7 You accept and agree that neither You nor any End User will have any claims or recourse against any Third-Party Content Supplier.

12.8 We are not liable for any erroneous statement, opinion, or risk assessment in a Service that arose from a reasonable interpretation of the Content.

12.9 You acknowledge and accept that We do not guarantee that the provision of the Website, Content or service will be error-free, uninterrupted or provide any facilities or functions; free of viruses; free of defects; free of error from computer malfunction or erroneous processing; free from data corruption whilst processing by electronic means or during transmission; or similar. We will make reasonable efforts to correct any such problems once we become aware of them.

12.10 We shall have no liability to You or any third party if Our Websites are discontinued, updated, or altered in any way. Time shall not be of the essence with regard to the provision of the Website, its Content, or its Services.

12.11 You understand and agree that any person, other than You or the Beneficiaries, that relies on a Report does so entirely at their own risk, including, but not limited to, any insurers. We take no responsibility and shall not be liable for any harm caused by such reliance on a Report.

12.12 You understand and accept that the Services have not been designed or implemented to meet Your or anyone else's specific requirements, and that it is your duty to ensure that the Services ordered are suitable for Your (or the End User's) intended purpose.

12.13 You understand and agree that We will not be held liable whatsoever if the Service, Website or the output report is used in a manner inconsistent with these Terms.

12.14 Neither You, nor any End User, nor any other person may rely on a Service more than twelve months after it was first given.

12.15 You acknowledge and agree that, upon receipt of a Report, you will conduct a reasonable inspection to satisfy yourself that there are no apparent faults or failures with respect to the contents, and that you will quickly notify Us if such defects or failures are discovered.

12.16 Without affecting Our responsibility under these Terms for Content that You purchase, while We make every effort to ensure that the information on Our Websites is accurate, We neither promise nor guarantee the accuracy or completeness of the content on Our Website. We may make changes at any time and without notice to the content on Our Websites, or to the products and pricing indicated in it.

12.17 Without limiting Our responsibility under these Terms for Content You purchase, the content on Our Website is given "as is" and without any guarantees, warranties, or other terms of any kind. Accordingly, to the maximum extent permitted by law, We provide you with Our Services on the grounds that all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for a particular purpose and the use of reasonable care and skill) that would otherwise apply to Our Websites and Services, are excluded. This does not impact Your rights under the law.

12.18 Neither we nor any content creators shall be liable for any harm or loss incurred because of errors or omissions in the information provided or technical problems encountered on Websites or any other websites to which links are established. We are not liable for any damage to Your computer, software, email system, internet facilities, or equipment, or loss of data resulting from Your use of the Websites, nor can We guarantee that any files You download are free of contamination, viruses, destructive features, or for any problems or deficiencies.

12.19 Links to other third-party websites are offered on Our Websites exclusively for your convenience and for information. These links will cause You to exit Our Website and to access content over which we have no control. We have not investigated these third-party websites, and We have no control over them, nor are We liable for their content, availability, or any items or services they may provide. We neither endorse nor make any claims about them, any content found on them, or any results that may be derived from using them. If You elect to visit any of the third-party websites linked from Our Websites, You do so at your own risk. We make no assurances or guarantees on the accessibility or functionality of the links, and We are not responsible for any broken or improperly functioning links.

12.20 You are prohibited from creating links to Our Websites. Please contact us if you desire to link to one of our websites (through hypertext link or framed content). We reserve the right to ask You to remove or disable any link at any time and for any reason.

12.21 You shall make all reasonable efforts to ensure that End Users are aware of and consent to the limitations and exclusions of liability set forth in this section.

13 Data Protection

13.1 When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Customer.

13.2 The parties agree that where such processing of personal data takes place, the Customer shall be the 'data controller' and the Service Provider shall be the 'data processor' as defined in the General Data Protection Regulation (GDPR) as may be amended, extended and/or re-enacted from time to time.

13.3 For the avoidance of doubt, 'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data Subject' shall have the same meaning as in the GDPR.

13.4 The Service Provider shall only Process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these terms and conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the Processing and refrain from Processing any Personal Data for its own or for any third party's purposes.

13.5 The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors, or advisors on a strict 'need-to-know' basis and only under the same (or more extensive) conditions as set out in these terms and conditions or to the extent required by applicable legislation and/or regulations.

13.6 The Service Provider shall implement and maintain technical and organisational security measures as are required to protect Personal Data Processed by the Service Provider on behalf of the Customer.

13.7 Further information about the Service Provider's approach to data protection are specified in its Data Protection Policy, which can be found on our website. For any enquiries or complaints regarding data privacy, you can email: gareth@propertymarvel.co.uk.

14 Circumstances beyond a party's control

14.1 Neither of us is liable for any failure or delay in performing our obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question. If the delay continues for a period of 90 days, either of us may terminate or cancel the Services to be carried out under these Terms and Conditions.

15 Communications

15.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

15.2 Notices shall be deemed to have been duly given:

a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
d. on the tenth business day following mailing, if mailed by airmail.

15.3 All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

16 No waiver

16.1 No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy nor stop further exercise of any other right, or remedy.

17 Severance

17.1 If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that / those provisions will be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

18 Law and jurisdiction

18.1 This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.