Terms & Conditions

THERE ARE OTHER TERMS THAT MAY APPLY TO YOU

These terms of use refer to the following additional terms, which also apply to your use of our site:
·    Our Privacy Policy, https://www.mutualoffmarket.com/page/privacy, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.
·    Our Acceptable Use Policy, https://www.mutualofmarket.com/page/acceptable, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
·    Our Cookie Policy https://www.mutualofmarket.com/page/cookie, which sets out information about the cookies on our site.

WE MAY MAKE CHANGES TO THESE TERM

We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.

WE MAY MAKE CHANGES TO OUR SITE

We may update and change our site from time to time to reflect changes to our services, our users’ needs and our business priorities.

WE MAY SUSPEND OR WITHDRAW OUR SITE

We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
OUR SITE IS ONLY FOR USERS IN ENGLAND, WALES, SCOTLAND AND NORTHERN IRELAND
Our site is directed to people residing in England, Wales, Scotland and Northern Ireland. We do not represent that content available on or through our site is appropriate for use or available in other locations.

YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us by email to team@mutualoffmarket.com

HOW YOU MAY USE MATERIAL ON OUR SITE

We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it.  Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

DO NOT RELY ON INFORMATION ON THIS SITE

The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.

WE ARE NOT RESPONSIBLE FOR WEBSITES WE LINK TO

Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.

USER-GENERATED CONTENT IS NOT APPROVED BY US

This website may include information and materials uploaded by other users of the site, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
If you wish to complain about information and materials uploaded by other users, please contact us by emails to team@mutualoffmarket.com

OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

Whether you are a consumer or a business user:
·    We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
·    Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any services to you, which will be set out in our Terms and conditions of supply below.
If you are a business user:
·    We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
·    We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
•    use of, or inability to use, our site; or
•    use of or reliance on any content displayed on our site.
·    In particular, we will not be liable for:
•    loss of profits, sales, business, or revenue;
•    business interruption;
•    loss of anticipated savings;
•    loss of business opportunity, goodwill or reputation; or
•    any indirect or consequential loss or damage.
If you are a consumer user:
·    Please note that our site is provided for domestic and private use as well as commercial and business purposes. We confirm, however, that we accept no liability to you for any loss of profit, loss of sale or purchase, loss of business, business interruption, or loss of business opportunity.
·    If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

UPLOADING CONTENT TO OUR SITE

Whenever you make use of a feature that allows you to upload content to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy  https://www.mutualofmarket.com/page/acceptable.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
You warrant that you have all express consents required from third parties where the content you are uploading contains personal details and information relating to those third parties, and you will be liable to us and indemnify us for any breach of that warranty.
Any content you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us and other users of our site a limited licence to use, store and copy that content and to distribute and make it available to third parties.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
Any photographs uploaded to our site are moderated by us prior to posting on the site. We reserve the right to reject any photographs submitted for uploading that do not comply with the content standards set out in our Acceptable Use Policy.
We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy – https://www.mutualofmarket.com/page/acceptable.
You are solely responsible for securing and backing up your content.

RIGHTS YOU ARE GIVING US TO USE MATERIAL YOU UPLOAD

When you upload or post content to our site you give us a royalty free non-exclusive licence to use the same on our Site.

WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

RULES ABOUT LINKING TO OUR SITE

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page, unless we provide you with a link and our express authority to use this on your website.
We reserve the right to withdraw linking permission without notice.
The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy –  https://www.mutualoffmarket.com/page/acceptable.
If you wish to link to or make any use of content on our site other than that set out above, please contact us by email at team@mutualoffmarket.com [or by post to our trading address.

WHICH COUNTRY’S LAWS APPLY TO ANY DISPUTES?

If you are a consumer, please note that these terms of use, their subject matter and their formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.
If you are a business, these terms of use, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.

TERMS AND CONDITIONS OF SUPPLY (“Conditions”)

Definitions
In these Conditions the following definitions apply:
Account: means the Account registered by the Customer on the Website.
Agent:  means the estate agent, whether individual or company who purchases Services from Mutual  Off-Market. A Non estate agency cannot buy a membership to Mutual.
Contract:  the contract between Mutual Off-Market and the Customer or the Agent (as applicable) for the supply of Services in accordance with these Conditions.
Customer:  means the person or persons who register to use the Services provided by Mutual Online, whether this be as a potential Purchaser or a potential Seller.
Data Protection Laws: means the General Data Protection Regulation, Regulation (EU) 2016/679, the Data Protection Act 2018 and any laws which implement, amend or replace any such laws.
Fees: means the fees payable by the Agent for use of the Services as further set out in the “Price and Payment” Section below.
Intellectual Property Rights: means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case whether registered or not and in whichever part of the world existing.
Mutual Off-Market means Mutually Yours Limited (company number 09898095).
Off-Market: means that the Property is available for sale discretely by the agency representing it – it is unlikely to be promoted with a sale board, advertisement or posting on a search portal.
Open-Market: means that the Property is listed and available for sale to the general public.
Pre-Market: means the listing of the Property to gauge interest from potential purchasers before being placed on the Off-Market or Open-Market.
Property: means the property for which details are uploaded onto the Website by a Seller or an Agent.
Purchaser:  means a person(s) who has registered to use the Services as a potential property purchaser.
Re-Market: means the ability to gauge interest from other potential purchasers should an agreed sale fall through or potentially be vulnerable for falling through.
Seller: means the person(s) who has registered to use the Services for the purpose of selling or considering the sale of their Property.
Services: means the Services provided by Mutual Off-Market to the Customer and/or the Agent, including services via the Website.
Subscription Plan: means the Subscription Plan entered into by the Agent to use the Services, for either the Essential, Core or Premium package (as further set out under the Price and Payment section below).
Website: the website at http://www.mutualoffmarket.com

Services

Mutual Off-Market will make the Services, including the Website available to the Customer and the Agent 24/7, 365 days a year, subject to any planned or unscheduled maintenance which will be notified to the Customer and Agent in advance (where possible) via the Website.
Mutual Off-Market shall supply the Services to the Customer and the Agent on the Conditions set out below and warrants to the Customer and the Agent that the Services will be provided using reasonable care and skill.
The Website is provided as is. Mutual Off-Market is not responsible for any downtime or inaccessibility of the Website caused by:
(a)    a third-party hosting provider failing to host or supply its services relating to the Website;
(b)    any general failure in telecommunications or internet networks; or
(c)    any failure in the Customer’s or Agent’s own IT systems or connections.

Using the Services

A Customer (whether a Seller or a Purchaser) will be required to register an Account on the Website in order to access the Services. By registering an Account, the Customer is agreeing to be bound by these Conditions and expressly agrees to the use of its personal data by Mutual Off-Market and/or the Agent as set out in these Conditions.
Once an Account has been registered, the Customer will receive a verification code via SMS or email in order to activate their Account.

The Customer and/or Agent shall:

(a)    obtain and maintain all appropriate permissions, consents and approvals necessary for the Customer or Agent to upload or add content onto the Website;
(b)    ensure that all property details including information and images uploaded onto the Website are materially accurate and that they comply with Mutual Off-Market Acceptable Use Policy;
(c)    co-operate with Mutual Off-Market in all matters relating to the Services;
(d)    not use the Services or the Website for any immoral, illegal or any other purpose otherwise than as expressly allowed under these Conditions.

Use of the Services by a Seller

Once an Account is registered, a Seller may upload details of their Property onto the Website, including images of the Property.
All photos uploaded to the Website will be reviewed first by Mutual Off-Market before being featured on the Website. Mutual Off-Market reserves the right to refuse the posting of certain images which do not adhere to its Acceptable Use Policy.
Purchasers will be able to see details and images of each Seller’s Property and can choose to “Like”, “Super-like”, or “Not Interested” a Property (see below).
Sellers will be able to see a list of Agents and may choose to select an Agent to manage their Property sale and carry out a valuation. If an Agent is selected, the Seller’s name and contact number will be passed to the Agent so that the Agent can make contact.
The list of Agents is structured on our Website. If the customer was introduced to Mutual Online via an Agency, the introducing Agency will appear at the top the list. If this is not the case, then the closest member agency    will appear at the top of the list . After which all other Agents will be ranked by closest in geographical proximity to the Seller’s Property (which may also include Virtual Offices).
Sellers may list their Property on the Website, in the Pre-Market stage without progressing to the Off-Market or Open-Market phase for a period of up to 30 days. Prior to the end of this initial period, a reminder will be sent electronically by the Website to require the Seller to obtain an Agent appraisal of the Property.
If required, the Seller may continue to list their Property on the Website in the Pre-Market stage for another 30-day period. If no Agent appraisal has been obtained or Agent instructed as at three days before the end of this second 30-day period, the Property will be automatically removed from the Website.

Use of the Services by a Purchaser

Once an Account is registered, a Purchaser will be able to view the Properties listed on the Website.
When registering an Account, the following information will be taken:
•    Name
•    Mobile number
•    Email address
•    Current Mortgage situation
•    Current Occupation / Ownership status
•    Search priority preferences.
“Like”, “Super-like” and “Not Interested” Options
Customers may select “Like” in relation to a Property if they are interested in that Property and wish to review the progress of the Property on the Website, including receiving any updates if the status of the Property changes. If “Like” is selected, the Customer will be kept updated with any status updates relating to the Property.
Customers may select “Super-like” in relation to a Property if they are interested in a Property and wish to be contacted by the Agent linked to the Property when the Property is placed Off-Market or onto the  Open-Market. By clicking “Super-like”, the Customer gives consent for their full name, mobile phone number and email to be provided to the Agent or Agencies representing the Properties they have “Super-liked”, so that the Agent (or Agencies) can contact the Customer directly. Specific details from the Customer are only passed to the agent when the property goes onto the Open Market.
Properties that have been “Liked” or “Super-liked” will be saved into a folder on the Customer’s dashboard, together with a preference list. Customers can manage and amend their own preference list at any time. Properties that have been selected as “Not Interested ” are also contained in a folder on the Customer’s dashboard.
Sellers will only be able to see the number of “Likes” and “Super-likes” in relation to their own Property and will not have access to Customer contact details. The “Like” or “Super-like” will be recorded in the Seller’s dashboard anonymously.
Customers may select “Not Interested ” in relation to a Property if they are not interested in a Property or it doesn’t meet their search requirements. This Property will then not be shown in the Customer’s property list again, although it will remain listed as a Property on the Website.
When the customer selects “liked” anonymised details excluding name and contact details are passed to the agent.
Customers may delete their Account at any time via their Profile tab in their customer dashboard. Customers data is stored for two years and then deleted.
Customer Accounts or access to the Services may be suspended by Mutual Off-Market if the Customer materially or repeatedly breaches the terms of this Contract.

Use of the Services by an Agent/ Agent Obligations

In consideration for the Agent paying the relevant fees for its chosen Subscription Plan, the Agent will have access to the Website and the Services in accordance with its chosen Subscription Plan and as set out below. By using the Services, the Agent is agreeing to be bound by these Conditions.
An Agent will have visibility of any information it has input onto the Website on behalf of the Customer.
Once a property is no longer in the Pre-Market or Re-Market status, the Agent will have full visibility of contact details for a registered Buyer if they have “Super-liked” a Property. When a Property is in the Pre-Market or Re-Market status, Agents will only see redacted information about the Buyer, limited to their first name, residential and financial status, their preference match search information as well as their “Like” or “Super-like” choices.
If a prospective Seller has requested an appraisal, the Agent will see full details of the Seller’s Property that have been previously uploaded to the Website and registration contact details.
The Agent warrants that it has all necessary consents and is compliant with the Data Protection Laws in respect of the data supplied to Mutual Off-Market in relation to the Services.
The Agent may register new Sellers to the Website but indemnifies Mutual Off-Market for any losses, fines, sanctions, damages or costs incurred by Mutual Off-Market for any breach by the Agent of the Data Protection Laws in uploading the Customer’s details onto the Website. If an Agent registers a new Seller to the platform, the Customer will receive a verification code via SMS or email to confirm they want the agent to list their property. The Customer will need to activate their account and confirm publication of their property on their Mutual Account Dashboard. The property will then be published on the website.
An Agent may invite Buyers to register by way of an email with a link to the Website, where the Buyer would register in the normal way.
Where an Agent is instructed by a new potential buyer, the Agent must register the buyer on the Website, or email an invitation link to the buyer to enable the buyer to register on the Website.
Agents may email their existing database with an invitation link to the Website. Mutual will supply template emails to enable the agents to send emails to their database from the Mutual platform. Agents may then email follow up invitations periodically as they deem appropriate. Mutual Online does not accept any liability for such invitations or follow ups, or the content or frequency of such emails sent by Agents to Customers .
When a Customer registers with Mutual via the Agents link, the Customer is automatically registered as a customer of the agent for the purposes of the site. Unless the customer has a previous account registered.
On the Agency Selector page, Agents will be listed in the following order :
Position 1: By the Agency who introduced the Customer to the Mutual platform. If no Agency has introduced, then this will default to the nearest Premium Member Agency.
Following positions (including Virtual offices) will be ranked based on office proximity to the address of the Property to be appraised.
An Agent’s Account or their access to the Services may be suspended by Mutual Off-Market if the Agent materially or repeatedly breaches the terms of this Contract or any fees relating to the Agent’s Subscription Plan are overdue.

Price and Payment

Services provided to Customers are free of charge. Services provided to Agents are chargeable by Mutual Off-Market as set out below.
Payment by the Agent for the Services shall be made in accordance with the latest Membership Plans shown on the Website and will depend on which Membership Plan the Agent signs up to.
There are three levels of Membership Plan available to the Agent, which offer different levels of Services: Essential, Core and Premium plans:
Essential Membership Plan, this is the starter package with no virtual offices;
Core Membership Plan, this plan offers three virtual office location which covers a 5-mile radius of that address;
Premium membership Plan – this plan offers six virtual office locations which each cover a 5-mile radius of the main office address.
Fees are payable by the Agent in advance. There will be a provision to download an invoice following payment. Mutual Off-Market reserves the right to invoice the Agent prior to the commencement of Services and the Agent will be required to pay the Fees as per the invoice.
The Agent shall pay each invoice submitted by Mutual Off-Market in full, cleared funds within 14 days of the date of the invoice.
Agents shall use a payment system provided by Mutual Off-Market in order to settle invoices.
Mutual Off-Market reserves the right to increase its Fees by giving notice to the Agent at any time and such increased Fees will apply from the next monthly invoice submitted by Mutual Off-Market.
All amounts payable by the Agent for the Services are exclusive of amounts in respect of value added tax chargeable from time to time.
If the Agent fails to make any payment due to Mutual Off-Market under the Contract by the due date for payment, then the Agent shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank Plc’s base rate from time to time. Such interest shall accrue daily from the due date until actual payment of the overdue amount, whether before or after judgment. The Agent shall pay the interest together with the overdue amount.
The Agent shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Mutual Off-Market may, without limiting its other rights or remedies, set off any amount owing to it by the Agent against any amount payable by Mutual Off-Market to the Agent.

Intellectual Property Rights 

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Mutual Off-Market. The Customer and Agent acknowledge that all Intellectual Property Rights used by them whilst receiving or using the Services are and shall remain the sole property of Mutual Off-Market or (as the case may be) the third-party rights owner.
The Customer or the Agent (as relevant) shall indemnify and hold harmless Mutual Off-Market and Mutually Yours Limited in full against all loss, costs (including expenses), damages and charges incurred by Mutual Off-Market as a result of the Customer’s or Agent’s misuse of the Services or breach of the Intellectual Property Rights owned by Mutual Off-Market and or Mutually Yours Limited.

Data Protection

The right of Mutual Off-Market to use contact data received from the Customer is limited under Data Protection Laws. These contact details will remain on the Website platform in accordance with this Contract and shall not be transferred to other databases without express written consent from the Customer.
The Agent shall indemnify and hold harmless Mutual Off-Market in full against all loss, costs (including expenses), damages and charges incurred by Mutual Off-Market as a result of the Agent’s breach of Data Protection Laws.
Limitation Of Liability: The Customer’s and Agent’s Attention Is Particularly Drawn To This Clause
Nothing in these Conditions shall limit or exclude Mutual Off-Market’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors, fraud or fraudulent misrepresentation, breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession), or for defective products under the Consumer Protection Act 1987.
Subject to the paragraph above Mutual Off-Market shall not in any circumstances be liable to the Customer or Agent, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sale or purchase opportunity, loss of business, depletion of goodwill, loss of anticipated saving, loss or corruption of data or information, or any other indirect or consequential loss arising under or in connection with the Contract; and Mutual Off-Market’s total liability to the Customer and/or Agent 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 Fees paid for the Services in the relevant month.
The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
Mutual Off-Market accepts no responsibility or liability for the actions (or failure to act) by any Agent in relation to any Property listed on the Website, including any contact such Agent does or doesn’t make with a Customer.

Termination – for the Customer

Mutual Off-Market reserves the right to terminate the Contract for convenience at no charge at any time during the term of the Contract.
Mutual Off-Market may terminate the Contract immediately by giving written notice to the Customer if:
a)    the Customer commits a material or persistent breach of the Contract, and if the breach is capable of remedy, fails to remedy that breach within 14 days of a notice to remedy such breach; or
b)    the Customer misuses the Services in a way that is likely to harm the reputation of or image of another Customer, the Agent or Mutual Online; or
c)    the Customer does not instruct an Agent (where the Customer is a Seller) to value the Property within the first 60 days of listing the Property on the Website (see section above on “Use of the Services by a Seller”).
A Customer can delete their Account at any time by going to the “My Profile” page and clicking on “Delete Account” which will immediately delete their Account. Data relating to the Customer’s account will be held by Mutual Off-Market for two years before being deleted.
Mutual reserves the right to suspend a Customer’s Account if the Customer were to at any time, breach our terms and conditions as set out in this Agreement, post inappropriate photographs to the Website or mis-use the Website in any way. In the event of repeated breaches, Mutual would delete a Customer’s Account immediately.

Termination – for the Agent

The Contract will operate on a rolling monthly basis. The Agent may terminate the Contract on giving no less than 30 days’ notice in writing to the Agent.  Any Fees paid in advance for the month are non-refundable.
A final invoice will be raised at termination which will be payable by the Agent within 14 days  of the date of the invoice.
Mutual Off-Market reserves the right to terminate the Contract for convenience at no charge at any time during the term of the Contract. If this termination is of no fault of the Agent, then a refund will be given on a pro-rata basis based on the remaining days unfulfilled.
Mutual Off-Market may terminate the Contract immediately by giving written notice to the Agent if:
a)    the Agent commits a material or persistent breach of the Contract, and if the breach is capable of remedy, fails to remedy that breach within 14 days of a notice to remedy such breach; or
b)    the Agent fails to settle an invoice for more than 14 days after the due date.
Mutual Off-Market has the right to suspend supply of the Services to an Agent, where the Agent has failed to obtain express consent (in advance) from a Seller for the relevant Property to be listed and Seller’s details to be uploaded onto the Website.
Expiry or termination of the Contract shall not affect any rights or liabilities that have accrued up to the date of expiry or termination.  Nor shall it affect the continuation in force of any provision of these Conditions that is expressly or by implication intended to continue in force after expiry or termination.

Suspension and Force Majeure

If Mutual Off-Market’s performance of any obligations in respect of the Services is prevented or delayed by any act or omission by an Agent or a Customer or failure by the Agent or Customer to perform any relevant obligation (Default) then Mutual Off-Market may suspend performance of the Services until the Agent or Customer remedies the Default. Mutual Off-Market shall not be liable for any costs or losses sustained or incurred by the Customer or Agent arising directly or indirectly from Mutual Off-Market’s failure or delay to perform any of its obligations.
For the purposes of this Contract, “Force Majeure Event” means an event beyond the reasonable control of Mutual Off-Market including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Mutual Off-Market or any other party), failure of a utility service or transport network, failure of third party suppliers, including but not limited to telecommunications providers, internet host providers or other network providers, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Mutual Off-Market shall not be liable to the Customer or Agent as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

Confidentiality

Each party undertakes that it shall not at any time during the Contract or after termination, disclose to any person any confidential information (including but not limited to personal data within the meaning of the Data Protection Laws) concerning the business, affairs, customers, clients or suppliers of the other party, except in accordance with the following.
Each party may disclose the other party’s confidential information:
a)    to its employees, officers, representatives and advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract, provided the recipient of the information complies with these confidentiality obligations; and
b)    as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Assignment
Mutual Off-Market may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. Neither the Agent nor the Customer shall, without the prior written consent of Mutual Off-Market, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.

Severance

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 shall not affect the validity and enforceability of the rest of the Contract.

Waiver

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

No partnership or agency

Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

Third parties

A person who is not a party to the Contract shall not have any rights to enforce its terms.

Variation

Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Mutual Off-Market.

Governing Law and jurisdiction

The Contract and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) is governed by the law of England and the parties submit to the exclusive jurisdiction of the English courts.