Terms & Conditions

Introduction Agreement relating to Surveyor Services for www.sidedoor.co.uk

Between

  1. The surveyor who has accepted this agreement by signing up on Sidedoor’s website (Surveyor).

  2. Sidedoor Ltd incorporated and registered in England and Wales with company number 10479686 whose registered office is at 25 Wilton Road, Victoria, London, England, SW1V 1LW (Sidedoor).

Background:

  • Sidedoor operates a website at www.sidedoor.co.uk through which it promotes the service of making arrangements for surveys of domestic properties to be carried out for contacts who are interested in buying such properties or for other reasons.

  • The Surveyor wishes to be introduced to such contacts, and is willing to pay Sidedoor a commission on the terms of this agreement if such contacts purchase services from it.

  • Sidedoor is willing to introduce contacts to the Surveyor in return for commission as specified in this agreement.

NOW IT IS HEREBY AGREED

as follows:-

    1. Interpretation
      1. The following definitions and rules of interpretation apply in this agreement.
        Definitions:

        “Business Day”

        a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

        “Client”

        A Prospective Client who enters into a Relevant Contract

        “Commencement Date”

        has the meaning given to it in clause 10.

        “Commission”

        has the meaning given to it in clause 3.

        “Introduction”

        the provision to the Surveyor of the contact details of a Prospective Client using the Sidedoor website. Introduce, Introduces, and Introduced shall be interpreted accordingly.

        “Prospective Client”

        a person who uses Sidedoor’s website to indicate a requirement for a survey to be carried out by a surveyor Introduced to it by Sidedoor

        “Relevant Contract”

        a contract for the supply of Services entered into between the Surveyor and a Prospective Client who was Introduced by Sidedoor.

        “RICS”

        The Royal Institution of Chartered Surveyors

        “Services”

        the survey services provided by the Surveyor together with any other services from time to time offered by the Surveyor and which the Surveyor, with the express agreement of Sidedoor, includes within the scope of this agreement.

      2. Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
      3. Writing. A reference to writing or written includes e-mail.
    2. Introductions
      1. Appointment. The Surveyor appoints Sidedoor to identify Prospective Clients for the Surveyor and to make Introductions of such persons on the terms of this agreement.
      2. Duties of Sidedoor:
        1. Good faith. Sidedoor shall serve the Surveyor faithfully and diligently and not to allow its interests to conflict with its duties under this agreement;
        2. Introductions. Sidedoor shall use its reasonable endeavours to make Introductions of Prospective Clients to the Surveyor through its website pursuant to clause 2.1;
        3. Notify Surveyor of Relevant Contract. Sidedoor shall notify the Surveyor once a Prospective Client enters into a Relevant Contract and has deposited with Sidedoor the agreed fee for the provision of the Services (which shall be held under an escrow arrangement with mangopay).
        4. Processing of survey reports. Sidedoor shall promptly forward to the Client all survey reports prepared by the Surveyor in accordance with a Relevant Contract and notify the Surveyor when this has taken place.
      3. Limited scope of authority:
        1. No authority to bind. Sidedoor shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Surveyor in any way, and shall not do any act which might reasonably create the impression that Sidedoor is so authorised.
        2. No authority to contract or negotiate. Sidedoor shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Surveyor, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Clients.
        3. Obligation to disclose limits on authority. Sidedoor must disclose to each Prospective Client that it is an introduction agent of the Surveyor and that it has no authority or ability to negotiate or vary the Services or the terms of the Services or enter into any contract on behalf of the Surveyor.
      4. Limits on representations. Sidedoor shall not, without the Surveyor’s prior written consent, make or give any representations, warranties or other promises concerning the Services which are not contained in the Surveyor’s marketing material.
      5. Consequential introductions. Where a Prospective Client is Introduced to the Surveyor by Sidedoor and the Prospective Client then introduces the Surveyor to a third party who purchases Services from the Surveyor, Sidedoor shall, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Surveyor and the provisions of this agreement shall apply to such introduction.
    3. Commission and payment
      1. Commission entitlement. Sidedoor shall be entitled to Commission if a Prospective Client Introduced by Sidedoor enters into a Relevant Contract.
      2. Commission rate. The amount of commission payable shall be at the rate of 10% plus VAT of the amount invoiced to a Client under each Relevant Contract (as it may be varied, extended or amended) (Commission).
      3. Sidedoor self billing and invoicing arrangements. Sidedoor operates a self-billing system in invoicing and collecting payments for Services from Clients. Accordingly the Surveyor shall sign a Self-Billing Agreement and agrees to accept self-billed invoices delivered to it by Sidedoor in relation to Relevant Contracts and not to issues invoices for any Services delivered to Clients. Sidedoor shall prepare and deliver invoices relating to the Services as the disclosed agent of the Surveyor and deliver the same to Clients who enter into Relevant Contracts.
      4. Payment to Surveyor for Services. On receipt from the Surveyor of the survey report prepared by it in accordance with a Relevant Contract, Sidedoor shall promptly pay to the Surveyor the amount invoiced to and received from the Client after the deduction of the Commission. At the same time as making payment to the Surveyor, Sidedoor shall provide a statement setting out the amount invoiced to and received from the Client, the Commission which has been deducted and the net amount paid to the Surveyor.
      5. Currency of Commission. Commission shall be payable to Sidedoor in pounds sterling.
      6. Taxes. All sums payable under this agreement:
        1. are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;
        2. shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payer is required by law to deduct withholding tax from sums payable to the payee. If the payer is required by law to deduct withholding tax, then the payer and the payee shall co-operate in all respects and take all reasonable steps necessary to:
          1. lawfully avoid making any such deductions; or
          2. enable the payee to obtain a tax credit in respect of the amount withheld.
      7. Accounts and records. The Surveyor shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by the Surveyor and of the Services provided by it. The Surveyor shall permit the duly appointed representatives of Sidedoor at all reasonable times to inspect all such accounts and records and to take copies of them. For the avoidance of doubt, all rights in such records (including database right and copyright) shall belong to the Surveyor.
      8. Disputes about Commission. If any dispute arises as to the amount of Commission payable by the Surveyor to Sidedoor, the same shall be referred to Sidedoor’s auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
      9. Continuing obligation to pay Commission. Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 3 and the Surveyor’s obligation to pay Commission to Sidedoor in accordance with it.
    4. Obligations of the Surveyor
      1. Good faith. The Surveyor must at all material times act in good faith towards Sidedoor.
      2. Use of Sidedoor website and provision of Services. In return for being allowed to access and use the Sidedoor website, the Surveyor agrees at all times to comply with the terms of use of such website as notified to it by Sidedoor from time to time and in particular to:
        1. where is it able and willing to provide Services to a Prospective Client, provide a full and accurate quotation of the type and cost of the Services that it is willing to carry out and a timescale for the completion of the Services.
        2. where a booking for its Services is placed by a Prospective Client, to carry out the Services under the Relevant Contract in a professional manner, in accordance with RICS Rules of Conduct and within the timescale agreed.
        3. to promptly prepare and submit the report of the survey carried out as part of the Services to Sidedoor within he agreed timescale
        4. to respond to any questions or requests for further information raised by the Client to whom the Services are provided and to deal in good faith with any complaints made relating to the Services.
      3. Provision of information. The Surveyor shall provide Sidedoor at all material times with the information Sidedoor reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Surveyor (including whether it is registered for VAT and , if so, its VAT number).
      4. Notices of suspension or cessation of Services. The Surveyor shall inform Sidedoor immediately if the Surveyor suspends or ceases to perform the Services.
      5. Payment of expenses. Sidedoor shall not be responsible for any expenses incurred by the Surveyor unless such expenses have been agreed by Sidedoor in writing, in advance.
      6. Freedom of Surveyor not to pursue Introductions. The Surveyor shall be under no obligation to:
        1. follow up any Introduction made by Sidedoor; or
        2. enter into a Relevant Contract.
      7. Indemnity. The Surveyor shall indemnify, and keep indemnified, Sidedoor against all and any claims, damages, liability, costs and expenses suffered or incurred by Sidedoor and which relate to or arise from the Services provided by the Surveyor under a Relevant Contract.
    5. Confidentiality
      1. Obligations of confidentiality. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 5.
      2. Confidentiality exceptions. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Limited use of confidential information. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.
      4. Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by either party from the other shall be returned promptly to the supplier of the same on termination of this agreement, and no copies shall be kept, whether digitally or otherwise.
    6. Compliance
      1. Compliance. Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.
      2. RICS Rules of Conduct. The Surveyor warrants that as at the Commencement Date it is registered with RICS and that in providing the Services the Surveyor shall remain registered with RICS. The Surveyor shall comply with RICS Rules of Conduct as RICS may update them from time to time.
    7. Anti-bribery
      1. Compliance with Bribery Act 2010. Each party shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (Relevant Requirements), including but not limited to the Bribery Act 2010;
      2. Compliance with policies. Each party shall comply with RICS ethics and anti-bribery policies in, as RICS may update them from time to time (Relevant Policies);
    8. Data protection
      1. Definitions.
        1. Agreed Purposes: the provision to the Surveyor of the contact details of a Prospective Client using the Sidedoor website, the provision of the survey services by the Surveyor to such Prospective Client (including the issuing of the survey report to the Prospective Client using the Sidedoor website) and the provision by the Surveyor to Sidedoor of information concerning the carrying out of the survey before and after it has been completed.
        2. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
        3. Data Protection Legislation: all legislation and regulatory requirements in force from time to time relating to the use of personal data and the privacy of electronic communications, including, without limitation (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation, as well as (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulation relating to data protection and privacy (for so long as and to the extent that the law of the European Union has legal effect in the UK).
        4. Permitted Recipients: The parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement.
        5. Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:Name, address, email and telephone details of the Prospective ClientAddress of property which the Prospective Client wishes to have surveyed
      2. Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes. Each party shall:
        1. ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
        2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Data Recipients, their successors and assigns;
        3. process the Shared Personal Data only for the Agreed Purposes;
        4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
        5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement;
        6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
        7. not transfer any personal data obtained from the Data Discloser outside of the European Economic Area unless the prior written consent of the data subject has been obtained and the following conditions are fulfilled:
          1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
          2. the transferring party complies with its obligations under the Data Protection Legislation ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
      3. Compliance: Each party shall comply with the Data Protection Legislation and agrees that any material breach of the Data Protection Legislation shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
      4. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
        1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
        2. promptly inform the other party about the receipt of any data subject access request;
        3. provide the other party with reasonable assistance in complying with any data subject access request;
        4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting with and obtaining the consent of the other party.
        5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
        6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
        7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
        8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
        9. maintain complete and accurate records and information to demonstrate its compliance with this clause 8 and allow for audits by the other party or the other party’s designated auditor; and
        10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.
      5. Indemnity. Each party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other party of the Data Protection Legislation by that party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
    9. Limitation of liability
      1. Unlimited liability. Nothing in this agreement shall limit or exclude the liability of either party for:
        1. Death or personal injury. Death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable).
        2. Fraud. Fraud or fraudulent misrepresentation.
        3. Unlawful liability restrictions. Any matter in respect of which it would be unlawful to exclude or restrict liability.
      2. Limitations of liability. Subject to clause 9.1 above:
        1. Loss of profit, revenue, goodwill, or anticipated savings. Sidedoor shall not under any circumstances whatever be liable to the Surveyor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, revenue, goodwill, or anticipated savings or for any indirect or consequential losses
        2. Total cap. The total liability of Sidedoor to the Surveyor in respect of all other loss or damage arising under or in connection with this agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total of the Commission received by Sidedoor from the Surveyor in the 12 months preceding the date of any claim. .
        3. Liability for supply of services. The liability of the Surveyor arising in connection with the supply of the Services shall be as set out in the Surveyor’s applicable terms and conditions and RICS Rules of Conduct.
    10. Commencement and duration
      This agreement shall commence on the date when it has been signed by all the parties (Commencement Date) and shall continue, unless terminated earlier in accordance with clause 11, for an initial period of one year and thereafter until either party gives to the other party not less than three months’ written notice to terminate.
    11. Termination
      1. Termination on notice. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
        1. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
        2. the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
        3. the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
        4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
        5. the other party (being an individual) is the subject of a bankruptcy petition or order;
        6. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
        7. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation
    12. Consequences of termination
      1. Clauses to remain in force on termination. On termination of this agreement, the following clauses shall continue in force: clause 1, clause 3, clause 5 and clause 12 to clause 19 (inclusive).
      2. Accrued rights. Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.
    13. No partnership or agency
      1. No partnership or agency between the parties. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
      2. No agency on behalf of third party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    14. Entire agreement
      1. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. No reliance on matters outside agreement. Each party acknowledges that in entering into this agreement it does not rely on [, and shall have no remedies in respect of,] any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
      3. Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.
      4. Fraud. Nothing in this clause shall limit or exclude any liability for fraud.
    15. Variation
      No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    16. Assignment and other dealings
      1. This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
    17. No automatic waiver
      1. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
      2. 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.
    18. Notices
      1. Form of notices. Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier or email.
      2. Deemed receipt of notices. A notice or other communication shall be deemed to have been received:
        1. if delivered personally, when left at the address referred to in clause 19.1;
        2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
        3. if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;
        4. or, if sent by email, one Business Day after transmission.
      3. Exclusions from notice provisions. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
      4. Third party rights No one other than a party to this agreement, their successors and permitted assignees shall have any right to enforce any of its terms.
    19. Governing law
      This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
    20. Jurisdiction
      Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).