North Yorkshire Legal Services Limited (NYLS Ltd) (the "Service Provider') provides Regulated Local Searches and other Conveyancing Reports supplied by third parties to business clients. NYLS Ltd has reasonable skill, knowledge and experience in that field. These Terms and Conditions shall apply to the provision of services by NYLS Ltd to its Clients.
1. Definitions and Interpretation
In these Terms and Conditions, the following words have the meanings and cannot be varied without prior approval of NYLS Ltd:
means, Monday to Friday except bank and public holidays in England;
means the person, firm or company procuring the Services from NYLS Ltd (the Service Provider) either on their own behalf or as agent of another person;
means any and all sums due under these Terms and Conditions from the Client to NYLS Ltd (the Service Provider), which will be notified to You either prior or when Your order is submitted;
means any enforceable intellectual property right including without limitation copyright, database right, trademark, patent, trade secret or design right;
means any report the Client has asked Us to deliver, be it from NYLS Ltd or any of our third party suppliers;
Means any person that is not within the definition of "Client/You/Yours" "Us/We/Our'
means any Report that We procure from a third party on Your behalf.
means Your request for NYLS Ltd to provide the Services which You place by communicating with Us by electronic or any other acceptable means;
means the property address or location of which You require a Report;
means the services to be provided by NYLS Ltd to the Client in accordance with Clause 3 of these Terms and Conditions:
means North Yorkshire Legal Services Ltd (NYLS Ltd) who's Registered Office is at 24 Fylingdale Avenue, York Y030 5FW. Trading Office: Unit 4 Audax Court, Audax Close, York Y030 4RB
The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
2. Privacy and Security
Your personal details are held on a secure database in accordance with the relevant Data Protection Legislation and will be used solely for the provision of the Services.
We will not pass on any confidential information to any other organisation unless You specifically authorise NYLS Ltd to do so during the ordering process or at any other time..
3. Provision of the Services
We shall provide the Services with reasonable skill and care, commensurate with prevailing standards and compliance with the Search Code;
We shall act in accordance with all reasonable instructions given to Us by the Client provided such instructions are compatible with the Services NYLS Ltd provide;
We will not be obliged to accept any Order. No contract for Services will come into force until We accept Your Order;
We shall use all reasonable endeavours to ensure that the information contained in any Report is accurate at the date of publication. You accept that We cannot be held responsible for failing to include in or omit any information that may become available after the date of publication;
Subject to anything else contained within these Conditions, all other warranties, conditions, terms, undertakings and obligations, whether express or implied are expressly excluded;
Where You submit an Order if accepted by Us, will constitute a separate and severable contract.
When submitting an Order to Us for a Third Party Report, You will have accepted the terms and conditions of the Third Party.
4. Your Obligations
You shall use all reasonable endeavours to provide all pertinent information to NYLS Ltd that is necessary for Us to provide Our Services;
You will notify Us immediately You become aware of any inaccuracy within the Order You have requested. We will use our best endeavours to rectify this, but there may be reasonable fees that We may have to charge, depending at what point the notification is made to Us;
In the event that We require the decision. approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner;
Any delay in the provision of the Services resulting from the Client's failure or delay in complying with any of the provisions of Clause 3 shall not be the responsibility or fault of Us;
If there is any conflict between a provision of any Third Party Reports relating to Your permitted use of the Reports and the corresponding provisions in these conditions, the provisions of the Reports will prevail.
5. Fees and Payment
We shall invoice the Client for Fees due. All payments required to be made pursuant to these Terms and Conditions shall be made within 30 days of receipt;
We reserve the right to charge interest on any outstanding amounts at the rate of 1.5% monthly and to recoup any costs to NYLS Ltd associated in the recovery of the same;
Unless indicated otherwise, all Fees will include VAT at the current rate.
If You wish to cancel a request that has been submitted to Us, You must notify Us (in writing) at Your earliest convenience.
We reserve the right to charge You for any fees We have incurred up to the said point of cancellation.
7. Limitation of Liability, Indemnity and Insurance
We cannot accept any liability for any error in a Report, which is based on any error or inaccuracy in a public register. Nor will We be liable for any information contained within a Report, which is based on information that We have obtained from a third party (not being information derived from the public register).
For a Regulated Search Report We will include Specialist Search Insurance of up to £2,000,000.00 at no additional cost to You which will cover adverse entries whether arising from errors or unanswered questions in the records of the Local Authority or other public body.
We cannot accept any responsibility for any inaccuracy or error in the Report that is based on incomplete or inaccurate information supplied by You.
Subject to any other provisions in these Conditions, We will not be liable to You for any loss, damages, costs or expenses caused directly or indirectly by a delay in delivery (even if caused by Our negligence).
We will not be liable for any loss of actual or anticipated profits or savings, loss of business, loss of opportunity or for any special, indirect or consequential loss whether arising from a breach of the conditions or negligence in performing the Services even if We were advised of or knew of likelihood of such loss occurring.
We will not be liable for any failure to perform Our services due to an event beyond our reasonable control.
Subject to the foregoing. Our entire aggregate liability to you for direct loss arising from our being in breach of these Conditions or negligent in the course of performing the Services will not exceed £5,000,000 per claim.
8. Independent dispute resolution
If you make a complaint and we are unable to resolve it to your satisfaction you may refer the complaint to The Property Ombudsman scheme (website: www.tpos,co.uk, email: firstname.lastname@example.org). We will co-operate fully with the Ombudsman during an investigation and comply with his final decision.
9. Intellectual Property Rights
Any and all Intellectual Property Rights in North Yorkshire Legal Services Ltd shall vest in us and remain our property. We disclaim all proprietary rights including, without limitation. Intellectual Property Rights in Third Party Reports.
You will not acquire nor will You attempt to register any Intellectual Property Rights in any Reports whether on Your own behalf or on behalf of any Client. You further agree not to use the Report in whole or part other than is expressly permitted by these Conditions.
10. Force Majeure
We will not be liable for any failure or delay in performing Our obligations where such failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, 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.
You may not assign. charge or transfer any of Your obligations under the Conditions without Our prior written consent;
We may assign and/or sub-contract any contract for Services at any time on notice to You.
These Conditions constitute the entire agreement between You and Us in respect of the Services and supersede any earlier arrangements, understandings, promises, or agreements made between the parties in respect of the Services.
You acknowledge that in instructing Us to provide the Services, You do not do so on the basis of any representation, warranty or provision not expressly contained within these Conditions.
If at any time, any one or more of these Conditions are held to be unenforceable, illegal or otherwise invalid in any respect, such enforceability, illegality or invalidity shall not affect the remaining Condition, which shall remain in full force and effect.
Any failure by Us to enforce a breach of the Conditions by You will not be deemed to be a waiver of any subsequent breach of these Conditions that You may make.
Nothing in these Conditions shall be deemed to create or be deemed to create a partnership or joint venture between Us and You or the relationship of principal and agent or employer and employee.
These Conditions will be governed exclusively by English law. You and We agree to submit exclusively to the jurisdiction of the English courts.
You and We agree that no third party will be afforded any rights under these Conditions to gain access to the data of any party to this agreement unless permission is granted by the party to which data refers.