1. DEFINITIONS

Acceptance: Upload of the Preview onto the Platform by the Introducer.

Administration Fee: £150.

Business Day: A day other than Saturday, Sunday or public holiday in England when banks in London are open for business.

Cancellation Period: 10 Business Days following receipt of the Preview Payment in cleared funds.

Commission: The percentage of the Preview Payment specified in the Particulars.

Commencement Date: As defined in clause 2.2.

Conditions: These terms and conditions as amended from time to time.

Contract: The agreement between the Introducer and the Customer for supply of the Services.

Customer Default: Any breach of clause 5 or other material breach of this Contract.

Designated Period: As stated in the Particulars.

Information: The Information Sheet and any supporting information regarding the Property supplied by the Customer.

Information Sheet: The pro forma document populated by the Customer.

Interested Party: A person who pays the Preview Payment to access the Information Sheet.

Platform: www.dealconnect.co.uk

Preview: The redacted summary of the Property made available prior to purchase.

Preview Payment: The payment required for release of the Information Sheet.

Property: The property specified in the Particulars.

Services: The services described in clause 3.

2. BASIS OF CONTRACT

2.1 The Order constitutes submission of the Information by the Customer subject to these Conditions.

2.2 The Contract is formed when the Introducer confirms Acceptance (Commencement Date).

2.3 These Conditions apply to the exclusion of any other terms.

3. SUPPLY OF SERVICES

3.1 The Introducer shall:

(a) Upload and maintain the Preview during the Designated Period;
(b) Receive the Preview Payment and hold it during the Cancellation Period;
(c) Upon receipt of the Preview Payment, remove the Preview and release the Information Sheet to the Interested Party;
(d) Reserve the right to withhold release of the Information Sheet where it reasonably suspects fraud, unlawful activity, chargeback risk, regulatory breach, or any activity exposing the Introducer to financial or reputational harm;
(e) Account to the Customer for the net Preview Payment subject to these Conditions.

3.2 The Introducer may amend the Preview to comply with legal or regulatory requirements.

3.3 Services shall be provided with reasonable care and skill.

3.4 The Introducer reserves the absolute right to refuse, suspend or remove any Preview or Information from the Platform at its discretion and without liability.

4. STATUS OF INTRODUCER

4.1 The Introducer shall:

(a) Act in good faith;
(b) Cooperate with the Customer;
(c) Not hold itself out as authorised to bind the Customer;
(d) Not give warranties concerning the Information;
(e) Disclose that it has no authority to negotiate any transaction.

4.2 The Introducer acts solely as a platform provider facilitating access to property information. It does not act as estate agent within the meaning of the Estate Agents Act 1979 and does not negotiate, market or arrange the sale of any Property.

5. CUSTOMER’S OBLIGATIONS

5.1 The Customer shall:

(a) Act in good faith;
(b) Warrant and represent that all Information supplied is true, accurate, complete and not misleading in any material respect and that no material information has been omitted;
(c) Cooperate with the Introducer;
(d) Provide additional information reasonably required;
(e) Obtain and maintain all necessary permissions and consents.

5.2 The Customer shall comply with all applicable statutory and regulatory obligations.

5.3 If Introducer performance is delayed or prevented by Customer Default:

(a) Introducer may suspend Services;
(b) Introducer shall not be liable for resulting losses;
(c) Customer shall reimburse losses incurred.

5.4 The Customer warrants that:

(a) It has full legal authority to market the Property;
(b) It is not breaching any estate agency or third-party agreement;
(c) The Property is not subject to restrictions preventing disposal;
(d) Any financial figures can be evidenced upon request.

5.5 During the Designated Period and whilst the Property is listed on the Platform, the Customer shall not directly or indirectly market, advertise, promote, offer for sale or otherwise dispose of the Property, whether personally or through any third party, agent or intermediary, without the prior written consent of the Introducer.

5.6 The Customer shall promptly notify the Introducer in writing of any change, inaccuracy, omission or update affecting the Information or the status of the Property, including (without limitation) changes to price, rental figures, availability, legal status or material circumstances, immediately upon becoming aware of the same.

5.7 In the event that the Customer fails to comply with clause 5.6 and such failure results in administrative investigation, amendment of listing, reputational risk, refund processing or additional operational costs, the Introducer shall be entitled to charge a reasonable administrative fee of £150 in respect of costs incurred.
In cases of serious, deliberate or repeated breach (including material misrepresentation or nondisclosure), the Introducer reserves the right to suspend or permanently remove the Customer from the Platform without liability.

6. PREVIEW PAYMENT

6.1 Preview Payments shall be held in a designated account during the Cancellation Period.

6.2 If during the Cancellation Period the Introducer receives a written complaint alleging a material factual inaccuracy in the Preview, it shall assess the complaint reasonably and in good faith.

6.3 If a material factual inaccuracy is established, the Preview Payment shall be returned.

6.4 The Introducer may request identification and verification documents and may delay or withhold payment where required to comply with anti-money laundering legislation or where suspicious activity is identified.

6.5 Subject to no valid complaint being upheld, the Introducer shall account to the Customer for the Preview Payment less the Commission and Administration Fee.

7. COMMISSION AND NON-CIRCUMVENTION

7.1 Commission shall be calculated as specified in the Particulars.

7.2 The Customer authorises deduction of Commission prior to transmission of the balance.

7.3 The Customer authorises deduction of the Administration Fee.

7.4 If a refund arises due to Customer Default, the Administration Fee shall be reimbursed to the Introducer.

7.5 Following expiry of the Designated Period or removal of the Property from the Platform, the Customer shall be free to market and sell the Property, provided that for a period of 12 months from the date that any Interested Party was introduced to the Property through the Platform (whether by release of the Information Sheet or otherwise), the Customer shall not directly or indirectly enter into any transaction or arrangement in respect of the Property with:

(a) that Interested Party;
(b) any company, associate or connected party of that Interested Party; or
(c) any party introduced by or through that Interested Party,

without accounting to the Introducer for a sum equivalent to the Commission that would have been payable under this Contract.

This obligation shall survive expiry or termination of the Contract.

8. INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Platform and Services remain the property of the Introducer.

9. DATA PROTECTION

Both parties shall comply with applicable data protection legislation.

10. LIABILITY & INDEMNITY

10.1 The Introducer shall not be liable for any indirect or consequential loss, loss of profit, loss of opportunity, loss of goodwill, loss of anticipated savings or reliance on any Information.

10.2 The total aggregate liability of the Introducer shall not exceed the Commission received under the relevant Order.

10.3 The Customer shall indemnify the Introducer against any loss arising from inaccuracies, misrepresentations or omissions in the Information.

Nothing in this Contract limits liability for fraud or death/personal injury caused by negligence.

11. TERMINATION

11.1 The Contract terminates upon expiry of the Designated Period.

11.2 Either party may terminate with 5 Business Days’ notice.

11.3 The Introducer may terminate immediately upon Customer Default.

11.4 Termination shall not affect:

(a) Preview Payments received prior to termination;
(b) Commission due or payable;
(c) Clause 7.5 (Non-Circumvention).

12. GENERAL

12.1 Entire Agreement applies.

12.2 Force majeure applies.

12.3 No assignment without consent.

12.4 Confidentiality obligations apply.

12.5 The parties are independent contractors. The Introducer operates solely as a platform provider and does not act as agent, broker or fiduciary.

12.6 Governing law: England and Wales.

12.7 Exclusive jurisdiction: Courts of England and Wales.