Terms And Conditions
These are the client terms and conditions (Client Terms) for Propalt Limited (company number 12598739), a company registered in England and Wales with registered office at Propalt House, 19 NabWood Terrace BD18 4HU and trading as Propalt Ltd (we, our or us) and together with the documents below form our contract with you setting out our commitment as a service provider and your obligations as a client (Contract): These terms and conditions are intended for use on our websites and different terms and conditions for the use of our “Freemium” service where we grant access to our platform in exchange for the ordering of letters. These are available at propalt.io
General Terms: These set out the core legal terms and conditions that apply to your use of our services.
Product Specific Terms: These set out the additional terms and conditions that apply to your use of our subscription,other services including “freemium” and third party services.
Privacy Policy: This policy sets out the specific ways we collect, use, store, transfer, secure and disclose that information and inform you of what your rights are and how the law protects you.By using our services, you agree to these terms. These are your legal rights and obligations, so please read everything. If you cannot agree to our terms, then you cannot use our services.
When we refer to you or your, we are referring to both you, and any entity or firm you represent each as identified in the applicable account record, billing statement, online subscription process or Order Form as the client purchasing our Services. You must be 18 years of age or older to use our Services.
GENERAL TERMS
1. Definitions
Applicable Laws: all applicable laws, statutes, and regulations in force from time to time.
Authorised Users: any employees or staff of your business who are authorised by you to use the Services. All Authorised Users also accept the Client Terms to use our Services.
Confidential Information: any information relating to the business, affairs, or clients of either you or us, or the provision of Services, including but not limited to the Services Output.
Data: the data inputted by you, Authorised Users, or us on your behalf for the purpose of using or facilitating use of the Services.
Fees: the fees payable for the Services
Free Period or “freemium”: the period of time during which the Services may be offered at no cost for the sole purpose of buying letters in exchange for platform access, as based on the terms specified at the time or as otherwise agreed by the parties in writing.
Intellectual Property Rights (IPR): all patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, including algorithms, screens, interfaces, functionalities, computer code, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Propalt IPR: all IPR subsisting in or relating to the Services and the IPR subsisting in our Software, including any modifications, improvements, and anything else that may be developed or created by us from time to time, including anything created in the course of the provision of the Services.
Product Specific Terms: means the additional product and services related terms that apply to your use of our Services. These terms form part of the Client Terms.
Service/s: means the products and services that we make available to be purchased, including but not limited to all of our web-based applications, tools and platforms that are developed, operated and maintained by us that we may provide to you.
Site: propalt.io operated by us
Software: the online software applications provided by us as part of the Services more particularly described on our Site.
VAT: value added tax or any other applicable sales taxes.Software: the online software applications provided by us as part of the Services more particularly described on our Site.
2. Term
2.1 Our Contract with you shall commence when you use our platform or enter the site at www.propalt.co.uk
2.2 Without affecting any other right or remedy available to us, we may end the Contract with immediate effect by giving written notice to you if: (a) you commit a breach of any term of the Client Terms and you do not remedy that breach within a period of 10 days after being notified to do so or you breach any of term of the Client Terms and the breach cannot be remedied; (b) you or your business become insolvent or bankrupt, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or becomes subject to any similar insolvency event in any jurisdiction; or (c) you fail to pay any amount due under the Contract within 7 days of the due date for payment.
2.3 You or we may give at least one month’s written notice to prevent any renewal of your Contract prior to the end of any Initial Term or successive renewal period you are in. You will still be charged for the notice period. You can notify us at support@propalt.co.uk
2.4 You may choose to cancel your Contract with us early at your convenience provided that we will not provide any refunds of Fees paid by you and you will promptly pay all unpaid Fees due for the Initial Term or Renewal Period, as applicable. Where you are a consumer, please see section 19 If you are a consumer below for your additional rights to cancel the Contract.
2.5 In the event your Contract expires, terminates or you choose not to continue using our Services, for any reason whatsoever, we will terminate your use of our Services and may delete any information or Client Data you have provided and you agree that:
- you and your Authorised Users no longer have the right to use the Services and any Services Output;
- you must delete and ensure that every Authorised User deletes any and all Services Output that has been obtained from us through whatever means; and
- you will provide to us, within 10 working days of the termination or expiry of your Contract, a notice signed by you (or an authorised member of your business if you are a business client) confirming that the matters in this clause 2.5 have been complied with, in the form of notice that we provide to you.
- you must delete and ensure that every Authorised User deletes any and all Services Output that has been obtained from us through whatever means; and
- you will provide to us, within 10 working days of the termination or expiry of your Contract, a notice signed by you (or an authorised member of your business if you are a business client) confirming that the matters in this clause 2.5 have been complied with, in the form of notice that we provide to you.
Should you wish to continue to use any platform Output following the end of your Contract, we may charge you for the right to continue to do so. Please contact us at support@propalt.co.uk to discuss the costs that would be applicable.
3. Our Responsibilities
3.1 Where you are a business client, we warrant that:
a) the Services will be provided substantially in accordance with their description in all material respects;
b) the Services will be fit for any purpose held out by us but we do not warrant that the Services will meet your requirements; and
c) the Services will be provided with reasonable care and skill and in accordance with good practice in our industry, profession or trade.
3.2 Any timescales or deadlines provided in relation to the Services are estimates only and time is not of the essence in relation to the provision of such Services (including as provided in any relevant Heads of Terms).
4. Services
4.1 Our Services consist of all the services we provide now or in the future, including but not limited to, our online property data intelligence information and products as described on our Site or accessed through our online or web-based applications, tools and platforms made available to you.
4.2 Any descriptions or illustrations on our Site are published for the sole purpose of giving an approximate idea of the services described in them and are not intended to provide any form of advice to you. They will not form part of the Contract or have any contractual force.
4.3 We can amend any Services or these Client Terms or suspend the supply of the Services to:
a) deal with technical problems or make minor technical changes;
b) update the product to reflect changes in relevant laws and regulatory requirements; or
c) make necessary changes to the Services.
4.4 We may modify the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience.
4.5 We can stop providing a product, such as an ongoing service or a subscription-based Service. We let you know in advance and we refund any sums you've paid in advance for products which won't be provided.
4.6 Land Registry Documents:
a) Where you request copies of title registers or title plans for registered properties as part of any of our Services, these documents are ordered by us from, and paid for by us to, the Land Registry (Land Registry Documents).
b) Land Registry Documents will be added to your account and not transferable , nor will they refundanble after use or irder.
c) Land Registry Documents are subject to Crown copyright protection and are published under the Open Government Licence. The documents that we provide are official copies as held at the Land Registry. We are not responsible for any errors, omissions or low-quality imaging within the documentation which is provided “as is”. We shall not be liable to you for any loss or damage, direct, indirect or consequential, arising from your use of or interpretation of or reliance on the documents we provide or their contents.
5. Your Obligations
5.1 You agree to co-operate with us in all matters relating to the Services, including providing necessary instructions, research criteria and support to enable us to carry out our obligations under the Contract (including where relevant, the Heads of Terms), and provide to us in a timely manner all documents, information, items and materials in any form (whether owned by you or a third party) reasonably required by us in connection with the Services and ensure that they are accurate and complete in all material respects. To use our Services, you will need to sign up for a user account (User Account) by providing all required information. If you would like to invite Authorised Users from your organisation to use the Services, you will need to sign up for user accounts by providing your corporate contact information. You are responsible for all Authorised User’s activity and use of our Services. If an Authorised User ceases to be an employee of your organisation, you must ensure that they are no longer able to, and do not, access the Site and/or any Services and/or Services Output. For any changes to Authorised Users, please email requests to: support@propalt.co.uk
5.2 You agree to:
a) provide true, accurate, current and complete information about yourself and your business as prompted by the sign-up process for a User Account or otherwise required in order to supply the Services;
b) maintain and promptly update the information provided during the sign-up process for a User Account to keep it true, accurate, current, and complete; and
c) protect your username and password from getting stolen or misused.
5.3 If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to believe that such information is untrue, inaccurate, outdated, or incomplete, or our performance of our obligations under the Contract is prevented or delayed by any act or omission by you, then we may suspend or terminate your User Account and refuse current or future use of any or all of the Services or our Site.
5.4 You shall not access, store or distribute any viruses, Trojan horses, worms or any other thing which may impair or adversely affect the operation of the Services, our Site or our Software, or any material that is unlawful, defamatory, obscene, threatening, racist; facilitates illegal activity; depicts sexually explicit images; is discriminatory; or is otherwise illegal or may cause damage or injury to any person or property. We may suspend or disable your access in the event of any breach of this clause.
5.5 You shall not (unless otherwise allowed by law or the Contract) attempt to copy, modify, duplicate, download, transmit or distribute any or part of the Site or the Software; attempt to reverse engineer, disassemble, or otherwise reduce to human-readable form any part of the Software; use the Services to provide services to a third party; or licence, sell, or commercially exploit the Services to any third party.
6. Fees and Payment
6.1 Your use of our Services requires you to pay a Fee for letters, your use of our Services shall continue for the period covered by the Fee paid or payable. If you do not send letters, you may select one of our data packages instead. These packages do not require you to send letters through Propalt.io. These packages are know as starter, business and business plus and require a direct debit to be set up. There is a 30-day notice period for these packages.
6.2 If you are paying by credit card or debit card, you must provide us at the start of and for the duration of your Contract with valid, up to date and correct credit card or debit card details and you authorise us to charge your credit card for all amounts payable for the Services. You further authorise us to use a third party to process such payments and agree to the disclosure of your payment details to any such third party.
6.3 If you are paying by direct debit mandate, you must provide us at the start and for the duration of our Contract with you with valid, up to date, and correct direct debit mandate details and you authorise us to charge your bank account for all amounts payable for the Services. You further authorise us to use a third party to process such payments and agree to the disclosure of your payment details to any such third party.
6.4 If you are paying by invoice or remittance, we will invoice or bill you no more than 30 days before the Start Date unless otherwise specified on your Order Form.
6.5 Additional details of the Fees, invoicing and payment terms that apply are set out on site for the Services you have chosen.
6.6 We may update or amend the pricing for our Services from time to time. As with any other changes to our Terms, changes to our pricing will not apply retrospectively and, if we make any changes, we will try to notify you of such changes including by notice on our website or sent to you by email. From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge.
6.7 We may increase your Fees up to our then-current pricing for our Services for any successive renewal period. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal period. If you do not agree to this increase, either you or we can choose to cancel or end your Contract at the end of your current term by giving the required notice.
6.8 Promotional pricing and free trials cannot be combined with other offers. Any promotional offers are available for a limited time only.
6.9 In order to continue accessing our Services, you need to make timely payments of the Fees for the Services you have selected as set out in your Order Form. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to our Services or our Site until the payment is made.
6.10 If you fail to pay us any amount due, we may, charge interest at a rate equal to 3% above the base rate of Barclays Bank plc, and suspend or disable your access to all or part of the Services until payment has been made in full.
6.11 You must keep your payment and billing information up to date for the payment of incurred and recurring fees, including your tax information.
6.12 If any payment method fails, any unpaid amounts will become due immediately and will be charged in full, and no amounts already paid relating to the Services will be refundable. An administration charge of £40 plus VAT will be applied in each instance of any failed payments, cancelled direct debit mandates or if any amounts remain unpaid for 28 days from the invoice date.
6.13 For any renewal period, you authorise us to charge the Fee using the same payment method last used by you. Any amounts invoiced to a User Account must be paid no later than the payment date set out in the Order Form or otherwise as agreed with you in writing.
6.14 All sums payable are exclusive of VAT. If the rate of VAT changes between the date of the Order Form and the date we supply the Services to you, we adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
6.15 If you are a business client, all amounts due under the Contract (from you to us or from us to you) shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
7. Intellectual Property Rights
7.1 We retain ownership of all Intellectual Property Rights (IPR) in the Services Output, Site, Services, our Software, and all other Propalt IPR
7.2 You are granted the right to use our Site and Services Output for personal or internal business purposes while your Contract is active. If you are on a freemium package, you will be granted access with a limited data view unless you send the required amount of letters ,usually 100 per branch
7.3 You acknowledge that Propalt IPR remains solely owned by us. You agree not to use or reproduce without our written consent or engage in any unauthorized data collection activities on our Site or Services.
7.4 You warrant that you own and can share insights gathered from Propalt with our permission.
7.5 We warrant our right to provide Services and use Propalt.
7.6 You grant us permission to use your logo on our sites relating to your account
7.7 You agree to indemnify us against any claims related to IPR infringement arising from their use of our Services.
8. Data Protection
8.1 You grant us a license to use data you submit to our Services for various purposes, including improvement, communication, and disclosure to third-party providers.
8.2 Refer to our privacy notice for details on how we handle your personal data.
8.3 We may use anonymized statistical data from your usage of our Services.
8.4 In case of data breaches, we will notify you and provide relevant information. We will follow the guildelines set down by the ICO to protect your data
9. Confidential Information
9.1 Both parties agree to protect each other's confidential information.
9.2 Confidential information may be shared with legal or regulatory authorities when required. This will be in line with the regulation that we are duty bound to follow.
10. Limitation of Liability
10.1 Liability limitations exclude situations involving death, personal injury, fraud, or fraudulent misrepresentation. Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Contract shall be limited to the value of the total Fees paid to us by you in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
10.2 We are not liable for any losses to your business, including profits, data, or indirect or consequential losses. This also includes you time and expertise. You warrant that the materials you use are prepared to the best of our ability but the data should not relied upon.
10.3 We are not responsible for technologically harmful material or viruses from your use of our Services.
10.4 We do not provide professional advice, and you should not substitute our information for professional advice. You should use due skill and care when using the materials that you access through Propalt. We don’t warrant that the data is error free or fit of a particular purpose.
10.5 We provide Services "as is" and disclaim all warranties, express or implied.
11. Consequences of Termination
11.1 Termination does not affect accrued rights or obligations up to the termination date.
12. Third Party Providers
12.1 Using third-party websites via our Services is at your own risk. We do not endorse third-party websites or their content.
13. Freemium terms
13.1 Specific terms apply within the “Freemium” package, with limited liability. The terms and conditions for this are separate and available at www.propalt.io
13.2 You can continue Services after “freemium” if you change to a package. This means is you stop sending letters or pause your campaign we will revoke you access to some of our data platform. You may pay a fee to continue using Propalt or terminate. We may not hold your data, campaigns, history or artwork or any other objects relating to your service should you decide to cancel.
14. AI and Traning data Services
14.1 Ai Services are provided for testing purposes and carry risks. You are aware that by using these services by their very nature ,can give false outputs.
15. Maintenance and Downtime
15.1 We aim to maintain service availability but may require downtime for maintenance. We cannot guarantee that our service will maintain 100% uptime. We will not be liable to you or to any third party for any liability relating to, arising out of, in connection to or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.
15.2 Internet connection issues are not and should be considered our responsibility. Our site requires a working and stable internet connection.
15.3 Data loss is a risk; you should maintain backups. We accept no responsibility for the loss of your data. We will process your data and maintain your account data up ot the standards required of us in these terms and conditions.
15.4 We do not issue compensation for downtime, access issues, or data loss.
15.5 From time we may decide to release updates and change or discontinue features. No membership level including “Freemium” will have grandfather rights over any level of the platform whatsoever. This can be granted by us but it will not be mandatory.
16. Changes to These Client Terms
16.1 We may change these terms and will give you the required statutory notice by email. Generally we will give you 30 days notice in writing but if we need to make changes sooner than this will display notices on our website the next time you login.
16.2 You can terminate the Contract if you disagree with material changes. This will not affect you or your standard rights. We will refund any of your charges on a pro-rata basis and your subscription will end immediately.
17. Dispute Resolution
17.1 We can engage in structured negotiations with a mediator before litigation. If you do not agree with our attempts at resolving your dispute informally either party may propose in wrioting that we use a fully accredited mediator.
18. Delays Outside Our Control
18.1 Force Majeure events are beyond our control, and we can end the Contract under certain conditions. These include any events outside our reasonable control, such as, acts of God, flood, or other natural disaster; epidemic; terrorist attack, war, riots, armed conflict; nuclear, chemical or biological contamination; collapse of buildings, fire explosion or accident; or interruption or failure of utility service (Force Majeure). If a Force Majeure event prevents us from properly performing our obligations under the Contract, and the disruption continues for more than 30 days, you or we may end the Contract by providing 30 days written notice.
19. General
19.1 The Contract is personal to the parties and is not transferable without our consent.
19.2 If any part of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Contract.
19.3 The Contract constitutes the entire agreement. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Client Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
19.4 No delay is a waiver of rights. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
19.5 No partnership, agency, or joint venture exists. None is implied or exists within any term of this contract.
19.6 Any third parties are deemed to have no rights under this Contract.
19.7 This contact is governed by English Law English law governs the Contract. The Contract and any dispute or claim arising out it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.