Terms of Business

TERMS OF BUSINESS
Your attention is particularly drawn to the provisions of clause 13 (Limitation of liability).
  1. About us
    1. Company details. OPENBRIX LIMITED (Companies House number 11305881) (we and us) is a company registered in England and Wales and our registered office is at 5TH Floor, 2 More London Riverside, London, SE1 2AP. We operate the website www.openbrix.co.uk.
    2. Contacting us. To contact us email our customer service team at info@openbrix.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 18.2.
    3. Professional indemnity insurance. We maintain professional liability insurance. Should you need further details regarding our insurance please contact us at info@openbrix.co.uk.
  2. Our contract with you
    1. Our contract. These terms and conditions (Terms) apply to (1) your membership with OpenBrix (Membership); and (2) the order by you and supply of Services by us to you (Contract). You must have an active Membership in order to place orders.
    2. These terms apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    3. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
    4. Language. These Terms and the Contract are made available only in the English language.
    5. Your copy. You should download or print a copy of these Terms or save them to your device for future reference.
  3. Placing an order
    1. Placing your order. Please follow the onscreen prompts to place an order. You may only submit an order using the method set out on the site. Each order is an offer by you to buy the services specified in the order (Services) subject to these Terms.
    2. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
    3. Accepting your order. Our acceptance of your order takes place when your OpenBrix dashboard (Dashboard) displays the order has been completed (Order Confirmation), at which point and on which date (Commencement Date) the Contract between you and us will come into existence. The Contract will relate only to those Services confirmed in the Order Confirmation.
  4. Cancelling your order
    1. Additional terms apply to cancelling your Membership; please see Appendix 1.
    2. To cancel the Contract or your Membership, please contact us at info@openbrix.co.uk with the details of your order to help us to identify it.
    3. You cannot cancel the Contract once we have completed the Services All cancellations are at OpenBrix’s sole discretion. We will email you to confirm we have received your cancellation request and what, if any, action we will take.
  5. Our services
    1. Descriptions and illustrations. Any descriptions or illustrations on our site provided by us are published for the sole purpose of giving an approximate idea of the services described in them. They will not form part of the Contract or have any contractual force.
    2. Compliance with specification. Subject to our right to amend the specification (see clause 5.3) we will supply the Services to you in accordance with the specification for the Services appearing on our website at the date of your order in all material respects.
    3. Changes to specification. We reserve the right to amend the specification of the Services if required by any applicable statutory or regulatory requirement or if the amendment will not materially affect the nature or quality of the Services.
    4. Reasonable care and skill. We warrant to you that the Services will be provided using reasonable care and skill.
    5. Time for performance. We will use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Contract.
  6. Your obligations
    1. It is your responsibility to ensure that:
      1. the terms of your order are complete and accurate;
      2. you co-operate with us in all matters relating to the Services;
      3. you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
      4. you obtain and maintain all necessary licences, permissions and consents (including those of third parties) which may be required for us to provide the Services to you before the date on which the Services are to start; and
      5. you comply with all applicable laws and regulations.
    2. If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 6.1 (Your Default):
      1. we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the contract under clause 15 (Termination);
      2. we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
      3. it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
  7. Services in UK only
    1. Unfortunately, we are unable to perform the Services in relation to properties outside the UK.
    2. You may place an order for the Services from an address outside the UK, but this order must be for performance of the Services to an address in the UK.
  8. Charges
    1. In consideration of us providing the Services you must pay our charges (Charges) in accordance with this clause 8.
    2. The Charges are the prices quoted on our site at the time you submit your order.
    3. If you wish to change the scope of the Services after we accept your order, and we agree to such change, we will modify the Order and/or Charges accordingly.
    4. We use our best efforts to ensure that the prices stated for the Services are correct at the time when the relevant information was entered into the system. However, please see clause 8.7 for what happens if we discover an error in the price of the Services you ordered.
    5. Our Charges may change from time to time, but changes will not affect any order you have already placed. We reserve the right to increase the Charges without further notice to you.
    6. Our Charges are exclusive of VAT unless otherwise indicated. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
    7. It is always possible that, despite our reasonable efforts, some of the Services on our site may be incorrectly priced. Where the correct price for the Services is less than the price stated on our site, we will charge the lower amount and if the correct price for the Services is higher than the price stated on our site, we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Services at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Services and refund you any sums you have paid.
  9. How to pay
Membership
    1. Payment for Membership is in advance. We will take your payment upon acceptance of your membership and will take subsequent payments monthly in advance on or around the first day of each month.
    2. You can pay for the Services by direct debit. If you wish to update your direct debit details, you can do this from your Dashboard.
Services
    1. Payment for Services is in advance. We will take your payment upon acceptance of your order.
    2. You pay for the Services using Credits. Credits are made available through your Dashboard every month, in accordance with your Membership level; please see Appendix 1.
    3. If you fail to make a payment under the Contract by the due date, then, without limiting our remedies under clause 15 (Termination), you will have to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9.5 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    4. All amounts due under the Contract must be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  1. Complaints
    1. If a problem arises or you are dissatisfied with the Services, please contact us by email to info@openbrix.co.uk.
  2. Intellectual property rights
    1. All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
    2. We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this clause 11.2.
    3. You agree to grant us a fully paid-up, non-exclusive, royalty-free licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
    4. For further information regarding the intellectual property rights you grant us in connection with the Services (including the rights of third parties), please see our Acceptable Use policy. [INSERT AS LINK TO ACCEPTABLE USE POLICY].
  3. How we may use your personal information
    1. We will use any personal information you provide to us to:
      1. provide the Services;
      2. process your payment for the Services; and
      3. inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.
    2. Further details of how we will process personal information are set out in [LINK TO PRIVACY POLICY].
  4. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
    1. We have obtained insurance cover in respect of our own legal liability for individual claims. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for the insurance of any excess loss.
    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
    3. Subject to clause 13.2, we will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of use or corruption of software, data or information;
      5. loss of or damage to goodwill; and
      6. any indirect or consequential loss.
    4. Subject to clause 13.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the value of the credit(s) expended to complete the Contract and/or the value of one month’s membership.
    5. We have given commitments as to compliance of the Services with the relevant specification in clause 5.2. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    6. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
    7. Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms of Use. [LINK TO WEBSITE TERMS AND CONDITIONS OF USE].
    8. This clause 13 will survive termination of the Contract.
  5. Confidentiality
    1. We each undertake that we will not at any time during the Contract, and for a period of three years after termination of the Contract, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
    2. We each may disclose the other’s confidential information:
      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under the Contract.
  6. Termination
    1. Additional terms apply to terminating a Membership; please see Appendix 1.
    2. Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract or your Membership with immediate effect by giving written notice to you if:
      1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within a reasonable period of time after being notified in writing to do so;
      2. you fail to pay any amount due under the Contract on the due date for payment;
      3. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      4. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
      5. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
    3. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
    4. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
  7. Events outside our control
    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
      1. we will contact you as soon as reasonably possible to notify you; and
      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.
    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than thirty days. To cancel please contact us. If you opt to cancel we will refund the price you have paid, less the charges reasonably and actually incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.
  8. Non-solicitation
    1. You must not attempt to procure services that are competitive with the Services from any of our directors, employees or consultants, whether as an employee or on a freelance basis, during the period that we are providing the Services to you and for a period of six months following termination of the Contract.
  9. Communications between us
    1. When we refer to “in writing” in these Terms, this includes email.
    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
    3. A notice or other communication is deemed to have been received:
      1. if delivered personally, on signature of a delivery;
      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
      3. if sent by email, at 9.00 am the next working day after transmission.
    4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
    5. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
  10. General
    1. Assignment and transfer.
      1. We may assign or transfer our rights and obligations under the Contract to another entity but will provide reasonable notice by posting on our website if this happens.
      2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
    2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
    6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.
APPENDIX 1
MEMBERSHIP TERMS
    1. These membership terms only apply to the purchase of your membership. They apply in addition to our normal terms of business.
    2. Membership benefits. Your OpenBrix Membership provides you with an allocation of credits (Credits) every calendar month with which you purchase our Services, such as listing a property. Your Dashboard records how you spend Credits and how many Credits you have remaining.
    3. Credits. Credits have no associated cash value, and cannot be redeemed. Credits expire on the last day of each calendar month and do not roll over for future use. Should you need to purchase additional credits, please contact us at info@openbrix.co.uk.
    1. How to renew a membership. Your Membership will automatically renew every month until cancelled.
    2. How to make a change to your membership. Please log in to your Dashboard and edit your account to make any changes.
    3. How to transfer a membership. Membership is not transferrable.
    4. How to cancel a membership. You may cancel your membership at any time in one of the following ways:
      1. contact us at info@openbrix.co.uk; or
      2. contact your bank and remove or cancel your standing order with OpenBrix.
Any Credits within your account will continue to be accessible for you to use until they expire.
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