Member Agent Terms & Conditions

Member Agent Terms & Conditions 

Definitions

In these Member Agent Terms and Conditions the following definitions apply:

Access Rights – the Member Agent’s access rights to the BuySell Platform as set out in the Agreement

Account Manager – An employee of BuySell who is responsible for securing, supporting and managing the relationship with Member Agents and prospective Member Agents

Agent – means an estate agent, lettings agent (solicitor agents in Scotland) and/or overseas estate agent

Agreement – means a contract for Services between BuySell and the Member Agent governed by these Member Agent Terms and Conditions.

Applicable Activity means:

• • registering, editing and updating Applicants
• • maintaining and updating search criteria for Applicants
• • booking, rearranging and cancelling viewings and valuations
• • preparing and submitting valuation reports for valuations
• • recording feedback after viewings
• • recording offers, negotiations, sales agreed subject to contract, fall throughs, lets agreed and move ins
• • confirmation of instruction of an Agent
• • recording price changes
• • recording the dates for exchange of contracts and completion of a sale or let

Applicants - anyone who is interested in a Property or being introduced to similar properties that may become a Property in the future.

BuySell – a trading name of Traffic Advertising Limited (Company Number 14000785) of 20-22 Wenlock Road, London, England, N1 7GU, UK.

BuySell Branches – the Branches or Virtual Branches that the Agent sets up on the BuySell Platform

BuySell Platform – the platform made available by BuySell to Member Agents for the management of their listings and leads.

BuySell Valuation – a valuation booked with a Member Agent on the Site

BuySell Viewing – a viewing booked with a Member Agent on the Site

Confidential Information – means all information relating to a Party that is proprietary or confidential and is either clearly labelled as such or would by its nature reasonably be considered to be confidential, including all information relating to a Party’s business, affairs, strategies, trade secrets, products, services, pricing, suppliers, customers, partners, financial or other affairs or commercial relationships

Charges – means the fees and costs agreed in writing between BuySell and the Member Agent

Content – means any data (personal or otherwise), information, content, Intellectual Property or other materials, including all information and other data relating to Properties, uploaded to the Site or made available by, on behalf or on the instruction of, the Member Agent to BuySell

Data Protection Legislation – means all applicable data protection legislation, including the General Data Protection Regulation (Regulation (EU) 2016/679), the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations 2003 and in each case as may be amended, updated or replaced from time to time

Developer – means a property developer, agencies which act on behalf of a property developer, housing associations, companies or agencies which operate within the retirement property market and all other agencies, companies and property developers which deal with the marketing of properties (except for Agents and Online Agents)

Development – means a newly built property development, or a newly converted building where there has been a change of use to residential usage from something other than residential usage (for example an office building converted into flats), which carries some form of new build warranty and is classed as ‘new’ for mortgage purposes

Lead – means either an email or telephone call received by the Member Agent from any person who has contacted the Member Agent using the contact form or contact details supplied on the Site to include any booked valuations or viewings

Live Property Advert – an advert for a Property where full property particulars have been uploaded

Logo – means the BuySell logo or any other logo BuySell may from time to time provide to the Member Agent

Member Agent – means the Agent, Online Agent or the Developer set out in the Agreement who has agreed to the Services for the BuySell Branches and to operate in accordance with these terms and conditions

Member Agent Account – a password protected account on BuySell where the Member can access the Services

Member Agent’s Data – means all data uploaded to the Site by the Member Agent or otherwise made available by the Member Agent to BuySell in connection with the Agreement, including data that constitutes Content and any data derived from Member Agent Terms and Conditions these member agent terms and conditions

Normal Business Hours – means 9am to 5pm on Working Days

Onboarding Process – the process set out in Clause 3 of these Member Agent Terms and Conditions or such other process for onboarding Member Agents to the BuySell Platform as may be notified to prospective Member Agents from time to time

Online Agent – means an estate agent, lettings agent (solicitor agent in Scotland) and/or commercial property agent that primarily operates via a website (rather than a physical branch) and/or does not operate through a local office network

Party – means BuySell or the Member Agent respectively and the term ‘Parties’ means both BuySell and the Member Agent.

Personal Data – has the meaning given to it in the Data Protection Legislation

Portal Sites – third party portal sites with whom BuySell has a commercial agreement in place

Portal Upload Services – transmission of data by BuySell to Portal Sites

Property – a property or land that a Member Agent has been instructed to sell or let

Property Stock – properties across all of the Member Agents brands and branches for sales and lettings

Relevant Requirements – all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption, including the Bribery Act 2010

Services – means the Services to be provided by BuySell to the Member Agent as set out in the Agreement and which may include any or a combination of the following:

• • A process facilitating the upload by the Member Agent of Property details to the Site, including use of the Add Listing feature of the BuySell Platform
• • Displaying the Member Agent’s Properties on the Site
• • Providing the Member Agent with a listing within the agent directory on the Site
• • Providing Leads to the Member Agent
• • Providing reports and access to reporting tools to the Member Agent
• • Providing advertising services to the Member Agent
• • Any other services provided by BuySell from time to time

Site – means the Site located at BuySellCyprus.com and any other site whose domain is owned or controlled or powered by BuySell and via which Services are provided.

Start Date – means the start date of the Agreement

Upload Systems – means any system made available by BuySell to the Member Agent to facilitate the uploading of Content to the Site

Working Day – means any day other than Saturday, Sunday or a public holiday in England.

1. 1. About us

Company details. BuySell is a trading name of Traffic Advertising Limited (Company Number 14000785) a company registered in England and Wales and its registered office is at 20-22 Wenlock Road, London, England, N1 7GU, UK. BuySell is an independent marketing service provider for the website BuySellCyprus.com

1. 2. Our Agreement with You

2.1 Entire agreement. 

The Agreement is the entire agreement between the Member Agent and BuySell and supersedes any previous arrangement, understanding or agreement between the Parties in relation to its subject matter. The Member Agent acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement. The Agreement applies to the exclusion of any other terms that the Member Agent seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1. 2.1. Language.

 These Member Agent Terms and Conditions are made only in the English language.

1. 2.2. Member Agent copy. 

The Member Agent should print off a copy of these Member Agent Terms and Conditions, or save them to its computer, for future reference.

1. 3. Onboarding Process
2. 3.1.

Once an Agent has agreed to become a Member Agent, the Account Manager will require full details of the BuySell Branches, including the manager of each BuySell Branch, whereupon they will create a Member Agent Account and the Onboarding Process will commence.

1. 3.2.

Once the Member Agent Account has been created, an Order Confirmation incorporating these Member Agent Terms and Conditions will be digitally sent to the Member Agent who will be invited to read and confirm acceptance of the Order Confirmation. The Member Agent should check the Order Confirmation carefully before signing it as it will be responsible for ensuring the Order Confirmation is complete and accurate.

1. 3.3.

The Order Confirmation is intended to confirm that the Member Agent will list their properties for sale across their brand and branches (your “Property Stock’) for the agreed term and locations set out in the Order Confirmation.

1. 4. Our Services
2. 4.1. License.

Subject to the terms of the Agreement and BuySell’s receipt of the applicable Charges, BuySell hereby grants to the Member Agent a non-exclusive, royalty-free, non-transferable, revocable right to access and use the Site, the Upload Systems and the BuySell Platform solely for the purposes of: (i) uploading, updating, maintaining and removing Content, as appropriate; (ii) communicating and managing its relationship with customers and potential customers that are users of the Site; and (iii) otherwise obtaining the benefit of the Services and performing its obligations in accordance with the Agreement.

1. 4.2. Monitoring of Use. 

BuySell reserves the right to monitor the Member Agent’s use of the Site and Services from time to time, including without limitation with respect to its compliance with the terms of the Agreement. Where such monitoring reveals that the Member Agent’s Access is non-compliant with any of the terms of the Agreement, BuySell reserves the right to suspend the Member Agent’s access to the Site and the Services.

1. 4.3. Descriptions and illustrations. 

Any descriptions or illustrations on BuySell’s Site 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.

1. 4.4. Compliance with specification.

Subject to BuySell’s right to amend the specification (see Clause 4.5), it will supply the Services to the Member Agent in accordance with the specification for the Services appearing on the Site at the Start Date in all material respects.

1. 4.5. Changes to specification. 

BuySell reserves the right to amend the specification for the Services and to modify the Site, BuySell Platform and Upload Systems, if required by any applicable statutory or regulatory requirement or if such amendment or modification will not materially affect the nature or quality of the Services and it will notify the Member Agent in advance of any material amendment or modification.

1. 4.6. Reasonable care and skill. 

BuySell warrants to the Member Agent that the Services will be provided using reasonable care and skill.

1. 4.7. Time for performance. 

BuySell will use all reasonable endeavours to meet any performance dates specified in these Members Agent Terms and Conditions, but any such dates are estimates only and failure to perform the Services by such dates will not give the Member Agent the right to terminate the Agreement.

1. 4.8. Leads. 

BuySell does not guarantee the quantity or quality of Leads. No refunds or credits will be given by BuySell for failure to provide a certain number of Leads.

1. 5. Your Obligations
2. 5.1.

The Member Agent shall:

(a) co-operate with BuySell in all matters relating to the Services;

(b) provide BuySell with such information and materials as it may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

1. 5.2.

The Member Agent warrants and represents that:

(a) it is an Agent, or developer and that it does not act as a consumer in relation to the Agreement and it has not and will not misrepresent the nature of its business to BuySell;

(b) any individual that has agreed to these Member Agent Terms and Conditions on its behalf has the requisite authority to contract on behalf of the Member Agent;

(c) it will at all times act with honesty, transparency and integrity. The Site must never be used, amongst other things, to manipulate false interest or viewings on Properties which would have a negative impact upon the business of other Member Agents and/or adversely affect Site users. BuySell expects Member Agents at all times to fully adhere to the relevant codes of their independent property redress schemes and/or overseas business licence requirements. On any breach of this Clause 5.2 by the Member Agent, BuySell shall have the right to immediately terminate the Agreement under Clause 18 [Termination].

(d) it shall only use the Upload Systems to upload Content relating to Properties in respect of which it has all necessary permissions to market and shall not upload Content relating to any properties or land which it has not been instructed to sell or let. Further, the Member Agent shall ensure that it holds all necessary authorities, consents and licences necessary to use, display, reproduce and publish the Content on the Site and that it has the authority to grant BuySell a licence of the Content on the terms set out in Clause 5.3;

(e) all Content will: (i) comply with all applicable laws (including but not limited to the Equality Act 2010), regulations and codes of practice in the UK and in any other overseas jurisdictions where the agent operates its business; (ii) not be defamatory, threatening, harassing, fraudulent, offensive, obscene, discriminatory or sexually explicit and will not promote unlawful violence; (iii) not infringe any copyright, trade mark or other intellectual property rights or rights of any third party whatsoever; (iv) not contain any personal data; and (v) comply with BuySell’s Acceptable Use Policy;

(f) where it provides images to be shown with the Property that the Member Agent or its client are marketing, such images will:

• • (i) be only of the Property being offered for sale or let;
• • (ii) be of good quality in BuySell’s reasonable opinion;
• • (iii) not contain telephone numbers or email addresses other than BuySell’s contact details;
• • (iv) not contain any personal data; and
• • (v) not contain any advertising or promotional material relating to the Member Agent or any third parties;

(g) all Content is true, accurate and complete to the best of its knowledge and that it is fully responsible for the integrity of all such Content. Where a Member Agent becomes aware of any errors or inaccuracies in the Content, it shall promptly correct that Content and further shall provide BuySell with such assistance as is reasonably required to identify and remedy any unauthorised use of that Content.

(h) any data it provides to BuySell will be provided:

• • (i) in accordance with any specifications and/or in the format that BuySell specifies; and
• • (ii) in such a way as not to interfere with the operation of BuySell’s Platform or compromise anyone whatsoever’s experience of or have a detrimental effect on the quality of the BuySell Platform;

(i) only authorised persons have access to and use of the BuySell Platform and the Upload Systems and that it will promptly notify BuySell of any unauthorised access or use;

(j) it will comply with:

• • (i) all UK legislation and other regulatory and compliance standards that are applicable to a business of the same or a similar nature to those of the Member Agent’s business within the UK such as, without limitation, the Estate Agents Act 1979, The Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007 as amended; and
• • (ii) if the Member Agent or its clients or both (as appropriate) operate outside the UK, with all applicable legislation and other regulatory and compliance standards in all other relevant jurisdictions;
• • you hold all required licences or accreditations to sell or lease all your listings on the BuySell Platform, including, but not limited to a real estate agency licence;

(k) it complies and its data complies with all UK legislation that applies to the marketing of property or land such as, without limitation, the Consumer Protection from Unfair Trading Regulations 2008, the Business Protection from Misleading Marketing Regulations 2008, The Housing Act 2004 and The Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007, as well as the British Code of Advertising, Sales and Promotion and Direct Marketing (11th Edition) as updated or amended from time to time and the Control of Misleading Advertising Regulations 1988 (as amended) and any other regulatory and compliance standards that may from time to time apply in respect of the Member Agents and their data, regardless of whether such legislation directly applies to the Member Agent. The Member Agent will comply with any applicable code of conduct, recommendations or guidelines issued by any relevant trade organisation of which it is a member, including but not limited to, the National Association of Estate Agents, The Property Ombudsman, The Property Redress Scheme, National Landlords Association, the Residential Landlord’s Association and the Association of Residential Letting Agents;

(l) it will respond to communications sent to the Member Agent or BuySell Branches as soon as possible. For written communications (including emails, SMS messages and messages / notifications sent within the BuySell Platform), the Member Agent shall use all reasonable endeavours to respond to these on the day of receipt (if received during Normal Business Hours) and in any event by noon the following Working Day. For telephone calls and voice messages, the Member Agent will use all reasonable endeavours to respond to these within 2 working hours of receipt (if received during Normal Business Hours) and in any event by noon the following Working Day;

(m) each of the BuySell Branches will only upload details of Properties they have received instructions for specifically at that BuySell Branch and will not upload details of Properties originating from any other branch location, including other BuySell Branches;

(n) where a Property has gone under offer, has a sale or leasing contract entered into or is removed from the market, it will ensure that the status of the Property is changed from ‘For Sale’ to the correct corresponding property status of either: ‘SSTC’; ‘SSTCM’ (Scotland); ‘Sale Under Offer’; ‘Not For Sale’; ‘Reserved’; ‘Rental Under Offer’; ‘Not For Rent’; or ‘Rented’. In the event that a sale has completed, a Property is tenanted, or the Member Agent is no longer instructed in connection with the Property, the Member Agent will promptly update BuySell to enable the property to be removed from the Site. In each of the scenarios in this Clause 5.2(n) the Member Agent must submit the date the relevant event took place;

(o) it will ensure that the BuySell diary for each of the branch staff in each of the BuySell Branches who carry out viewings and valuations for its customers is accurate, never misleading and always kept up to date. If it becomes apparent that the Member Agent is regularly cancelling or re-arranging appointments, valuations and / or viewings without good reason (in the reasonable opinion of BuySell), BuySell reserves the right to suspend the Services to the Member Agent or to terminate the Agreement.

(p) it will ensure that all of its employees, agents and representatives who have access rights to the Site only use the Site in accordance with the Agreement and that all such access rights are promptly withdrawn on suspension or cessation of their employment or engagement, or where their continued use of the Site has or could give rise to a breach of the Agreement;

(q) it shall not use the Logo, BuySell’s name or any trade or services marks of BuySell in a defamatory or derogatory manner or in any way that might bring BuySell, its Directors or employees into disrepute, nor shall the Member Agent misuse or deface, or allow to be misused or defaced, any branding or marketing materials provided to it by BuySell;

(r) where the Member Agent provides Content via the Upload Systems, it shall only do so in a format compatible with any technical specifications issued by BuySell from time to time. The Member Agent further agrees to use this format to display details of the Property only, as laid out, and not to use these areas to advertise ancillary company information;

(s) it shall not knowingly transmit, send or upload to the Site any Content or other material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; and

(t) except to the extent expressly permitted by applicable law or under the Agreement, it shall not:

• • (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, distribute, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Site, the BuySell Platform or the Upload Systems, in any form of media or by any means; or
• • (ii) sub-license, sell, lease, distribute, exploit or make available the Site, the BuySell Platform or the Upload Systems to any third party.

1. 5.3.

The Member Agent or its licensors own all right, title and interest in the Content and shall ensure the legality and non-infringement of the Content. The Member Agent grants to BuySell a worldwide, non-exclusive, royalty free, perpetual and irrevocable licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content and any data or other information derived therefrom, including the Member Agent’s Data, in each case in any available format, for the purposes of the Agreement and for any other purpose whatsoever (including entering into agreements with third parties for the provision of the Content). This licence shall survive termination of the Agreement. The Member Agent agrees that BuySell may, but shall not be required to, identify the Member Agent as the source of the Content on the Site or in any other medium through which the Content or any derivative thereof is published or displayed.

1. 5.4.

The Member Agent acknowledges and agrees that:

(a) BuySell shall be under no obligation to monitor or censor the Content that appears on the Site but reserves the right to do so should it so choose;

(b) BuySell is not responsible for any errors or omissions in Content;

(c) as part of the Services, the Member Agent may be provided with access to data including that derived from content and data provided by BuySell’s other member agents and other third parties. BuySell takes reasonable care to ensure that such data is accurate but makes no representation or warranty about the accuracy or completeness of such data. Any such data is not intended to be, and must not be treated by a Member Agent as, comprehensive, but an aggregation of the content and data available to BuySell at the time it is provided and made available to the Member Agent in accordance with its level of membership;

(d) the provision of the Services or access to the Site may be impeded by technological failure or other events. BuySell makes no representation or warranty that the Site, Services, Content or Upload Systems will be accessible or available at all times or free from errors and omissions and while BuySell will make reasonable endeavours to notify the Member Agent in advance, it may temporarily suspend or alter the operation of the Site, Services or the Upload System without notice to the Member Agent;

(e) the Member Agent is responsible for and will pay it’s own telecommunications and internet access charges incurred whilst using the Site;

(f) transmission of data over the internet can be subject to delays and errors and can cause corruption of data for which BuySell shall not be responsible;

(g) BuySell can impose a limit on the number of photographs and/or videos that may be displayed for each Property;

(h) for the duration of the Agreement it shall take reasonable steps, as agreed between the parties, to promote the Site to its customers, including displaying any marketing materials provided by BuySell at its premises, providing a link to the Site on its website/s and including the Logo in its sales and advertising materials. For the purpose of carrying out these obligations only, BuySell grants the Member Agent a non-exclusive licence for the duration of the Agreement to use, display and copy the Logo, BuySell’s name and any trade or services marks used by BuySell and copyright (or other property intellectual rights) contained in the Marketing Material in accordance with any terms specified by BuySell;

(i) it will not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Member Agent’s use of the Services, unless expressly agreed in writing by BuySell;

(j) where it advertises Properties within a Development on the Site, it shall promptly withdraw the Development from the site where there are no longer any Properties left for sale or rent in a Development or the Development should no longer be listed for any reason. 

1. 5.5.

(a) BuySell may in its absolute discretion (acting reasonably), at any time and without notice to the Member Agent, remove, cause to be removed or decline to display any Content on the Site;

(b) BuySell may, without prejudice to its right in Clause 5.5(a), require the Content to be amended at any time if BuySell (acting reasonably) considers or has reason to believe that the Member Agent is in breach of the Agreement or any applicable law or regulation, or where it deems, in its absolute discretion (acting reasonably), the Content to be of poor quality in terms of information provided, presentation or otherwise;

(c) BuySell will use reasonable endeavours to ensure that, except where it is manually updating the Member Agent’s Content pursuant to the Member Agent’s instructions, updates to the Member Agent’s Content provided to BuySell will appear on the Site within 24 hours of receipt or as soon as reasonably practicable thereafter;

(d) BuySell reserves the right to charge the Member Agent additional fees if BuySell has reason to believe that Content uploaded by any BuySell Branch is in breach of Clause 5.2(m);

1. 5.6.

If BuySell’s ability to perform the Services is prevented or delayed by any failure by the Member Agent to fulfil any obligation listed in Clauses 5.1 - 5.4 (Default):

(a) BuySell will be entitled to suspend performance of the Services. Should it allow, at its absolute discretion, the Member Agent to remedy its Default, and to rely on such Default, until remedied, to relieve BuySell from the performance of the Services, in each case to the extent such Default prevents or delays performance of the Services. In certain circumstances, including but not limited to the Member Agent’s dishonest use of the Services, the Default may entitle BuySell to immediately terminate the Agreement under Clause 18 (Termination);

(b) BuySell will not be responsible for any costs or losses the Member Agent sustains or incurs arising directly or indirectly from BuySell’s failure or delay to perform the Services; and

(c) it will be the Member Agent’s responsibility to reimburse BuySell on written demand for any reasonable costs or losses BuySell sustains or incurs arising directly or indirectly from the Default.

1. 5.7.

When a Member Agent confirms that their customer has instructed the Member Agent to list their property they should ensure that they have already complied with their obligations in respect of Anti Money Laundering legislation, the Estate Agency Act and the Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007 as amended.

1. 6. Charges
2. 6.1.

BuySell takes all reasonable care to ensure that the Charges stated for the Services are correct at the time when the relevant information was entered into the system.

1. 6.2.

The Member Agent shall promptly notify their Account Manager if they wish to increase or decrease the number of BuySell Branches. Where this impacts on Charges, BuySell will notify the Member Agent of the new Charges providing thirty (30) days’ notice, which will apply thereafter.

1. 6.3.

BuySell shall be entitled to increase the Charges payable by the Member Agent in the event that the number of properties displayed on the Site has over the prior three month period exceeded on average the maximum number of properties per branch agreed in advance between the Member Agent and BuySell in writing. In the event that an increase in Charges applies the Member Agent will pay an additional fee equivalent to the fee being charged to the Member Agent for a single branch. BuySell shall provide thirty (30) days’ notice of any increase in charges which will apply thereafter.

1. 6.4.

The Charges are exclusive of VAT. Where VAT is payable in respect of some or all of the Services, the Member Agent must pay BuySell such additional amounts in respect of VAT as are applicable. Should the applicable VAT rate (currently 20%) be amended by HMRC then BuySell reserves the right to adjust any relevant fee accordingly.

1. 7. Complaints
2. 7.1.

If a problem arises or the Member Agent is dissatisfied with the Services, it has the option to bring a complaint in line with BuySell’s comprehensive complaints policy.

1. 8. Intellectual Property Rights
2. 8.1.

The Member Agent acknowledges and agrees that all intellectual property rights in or arising out of or in connection with the Services and the Site, including in the BuySell Platform and the Upload System, are owned by BuySell or its licensors, and the Member Agent has no rights in, or to, such intellectual property other than the right to use the same in accordance with the licence set out at Clause 4.1.

1. 9. Limitation of Liability and Indemnities
2. 9.1.

The limits and exclusions in this Clause reflect the insurance cover limits that BuySell has been able to secure. The Member Agent is responsible for making its own arrangements for the insurance of any excess loss that is not covered by this Clause.

1. 9.2.

Nothing in the Agreement limits the liability of either of the Parties for:

(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1882 (title and quiet possession);
(d) any other liability which cannot be limited or excluded by law.

1. 9.3.

Subject to Clause 9.2, BuySell will not be liable to the Member Agent, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Agreement for:

(a) loss of profits or revenue;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss or corruption of software, data or information;
(f) loss of or damage to goodwill; or
(g) any special, indirect or consequential loss.

1. 9.4.

Subject to Clause 9.2, BuySell shall not be liable for any losses caused by any breach of the Agreement by the Member Agent, or, by the Member Agent using, altering or manipulating any data provided by BuySell or changing the manner in which such data are represented.

1. 9.5.

BuySell shall have no liability under the Agreement to the extent any such liability is caused by use of the Site, BuySell Platform or Upload Systems contrary to BuySell’s instructions, or modification or alteration of the Site, BuySell Platform or Upload Systems by any party other than BuySell or its duly authorised contractors or agents.

1. 9.6.

The Member Agent shall indemnify and hold harmless BuySell against all losses and expenses incurred by it in relation to any third party claim arising from the provision of the Content or misuse by the Member Agent of the Content or Services or Site, including any claim that the Content infringes any intellectual property rights, except to the extent that the foregoing results directly from the negligence of BuySell.

1. 9.7.

Subject to Clause 9.2, BuySell’s total liability to the Member Agent arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the aggregate amount of Charges (excluding VAT) paid by the Member Agent in the three (3) months immediately preceding the month in which the cause of action arose. 

1. 9.8.

Unless the Member Agent notifies BuySell that the Member Agent intends to make a claim in respect of an event that gives rise to a claim within the notice period, BuySell shall have no liability for that event. The notice period for an event shall start on the day on which the Member Agent became, or ought reasonably to have become, aware of the Member Agent having grounds to make a claim in respect of the event and shall expire three (3) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

1. 9.9.

BuySell accepts no liability or responsibility whatsoever for the accuracy of selection for profile of the Member Agent on the Site, or for the degree of prominence given to the Member Agent in respect of the products and services available to users of the Site, or for the number of times a Member Agent is profiled to any users of the Site. In the event that the Member Agent considers that it is not being profiled fairly in accordance with these Member Agent Terms and Conditions, then it must raise the matter with its Account Manager and BuySell will make all necessary checks and, where an error is found, make such adjustments necessary to the BuySell Platform to ensure that all Member Agents are being treated fairly

1. 9.10.

The Member Agent acknowledges that the Site may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third party websites and that it does so solely at its own risk. BuySell makes no representation or warranty and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party website, or any transactions completed, and any contract entered into by the Member Agent, with any such third party. Any contract entered into and any transaction completed via any third party website is between the Member Agent and the relevant third party, and not BuySell. BuySell recommends that the Member Agent carefully reviews the terms of any such contract and refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third party website or completing any transactions with the relevant third party. BuySell does not endorse or approve any third party website, nor the content of any third-party website, nor any third-party products or services made available via the Site or the Services.

1. 9.11.

Nothing in these Member Terms and Conditions limits or affects the exclusions and limitations set out in BuySell’s Terms of Use.

1. 9.12.

All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

1. 9.13.

This Clause 9 will survive termination of the Agreement.

1. 10. Confidentiality
2. 10.1.

The Parties each undertake that they will:

(a) treat as secret and confidential and not at any time disclose to any person any Confidential Information of the other Party, except as permitted by Clause 10.2;

(b) ensure proper and secure storage of the other Party’s Confidential Information and handle, preserve and protect the other Party’s Confidential Information using at least the same degree of care as it affords its own Confidential Information;

(c) immediately notify the other Party in writing where any unauthorised access, use or disclosure of any of the other Party’s Confidential Information has taken place or may take place, and take such steps as the other Party may reasonably require in relation to the same.

1. 10.2.

The obligations in Clause 10.1 shall not apply in relation to:

(a) information which is or becomes public knowledge other than as a result of a breach of Clause 10.1; or

(b) information which the receiving Party either knew prior to the other Party’s first disclosure of it or received from a third party entitled to disclose the same.

1. 10.3.

The Parties may each disclose the other’s Confidential Information:

(a) to such of their respective employees, officers, representatives, subcontractors and advisers to the extent they need to know such information for the purposes of exercising their respective rights or carrying out their respective obligations under the Agreement. The Parties will each ensure that such employees, officers, representatives, subcontractors and advisers comply with this Clause 10; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

1. 10.4.

Each of the Parties may only use the other’s Confidential Information for the purpose of fulfilling its respective obligations under the Agreement.

1. 11. Communications Between Us
2. 11.1.

References to “in writing” in these Member Agent Terms and Conditions include email.

1. 11.2.

Any notice or other communication given by one of the Parties to the other under or in connection with the Agreement must be in writing and be delivered personally, sent by pre-paid first-class post or other next Working Day delivery service, or email. BuySell accepts only emails from the registered Member Agent’s email account to memberagents@buysellcyprus.com.

1. 11.3.

A notice or other communication is deemed to have been received:

(a) if delivered personally, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next Working Day delivery service, at 9.00am on the second Working Day after posting; or

(c) if sent by email, at 9.00am the next Working Day after transmission.

1. 11.4.

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.

1. 11.5.

The provisions of this Clause will not apply to the service of any proceedings or other documents in any legal action.

1. 12. Events Outside Our Control
2. 12.1.

BuySell will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Agreement that is caused by any act or event beyond its reasonable control (Event Outside Our Control).

1. 12.2.

If an Event Outside Our Control takes place that affects the performance of BuySell’s obligations under the Agreement:

(a) BuySell will contact the Member Agent as soon as reasonably possible to notify it of the Event Outside Our Control; and

(b) To the extent that BuySell is unable to perform its obligations under the Agreement due to the Event Outside Our Control, the performance of such obligations will be suspended and the any relevant time periods for performance of such obligations will be extended for the duration of the Event Outside Our Control. Where applicable, BuySell will arrange a new date for performance of the Services with the Member Agent after the Event Outside Our Control is over.

1. 12.3.

The Member Agent may cancel the Agreement affected by an Event Outside Our Control, which has continued for more than 30 days on written notice to BuySell. If the Member Agent opts to cancel, BuySell will refund the Charges the Member Agent has paid, less the Charges reasonably and actually incurred by the Member Agent for BuySell’s performance of the Services up to the date of the occurrence of the Event Outside Our Control.

1. 13. Data Protection
2. 13.1.

Definitions and Interpretation

For the purposes of this Clause 13:

(a) the terms ‘process / processing’, ‘Controller’, ‘Processor’, ‘Personal Data Breach’, ‘Data Subject’ and ‘Supervisory Authority’ shall have the meanings given to them in the Data Protection Legislation;

(b) ‘Data Subject Request’ means a request made by a Data Subject to exercise any of their rights under the Data Protection Legislation;

(c) ‘GDPR’ means the General Data Protection Regulation (Regulation (EU) 2016/679);

(d) ‘Joint Controllers’ means two or more Controllers that jointly determine the purposes and means of processing Personal Data;

(e) ‘Principal Controller’ means the Party that is taking principal control of certain processing activities as Controller of the User Personal Data (vis-a-vis the other Party), if this is specified in the Agreement;

(f) ‘User Personal Data’ shall have the meaning given to it in Clause 15.3.

1. 13.2.

Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 13 is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.

1. 13.3.

The Parties acknowledge that for the purposes of the Data Protection Legislation, they each act as Controllers in respect of the Personal Data of individual users of the Site (‘User Personal Data’) and that they shall act as: (i) independent Controllers each separately determining the purposes for which they process User Personal Data (which shall generally be the case in respect of their processing of User Personal Data); and / or (ii) Joint Controllers in respect of specific aspects of the processing of User Personal Data where they jointly determine the purposes and means for which it is processed. There will also be circumstances where BuySell acts as a Processor of the User Personal Data on the Member Agent’s behalf, including where the Member Agent has created local profiles within BuySell’s Platform in respect of the Member Agent’s customers.

1. 13.4.

Controller to Controller Data Processing Terms

Without prejudice to the generality of Clause 13.2, where the Parties each act as Controllers with respect to the User Personal Data:

(a) the Member Agent will: (i) ensure that it has all necessary consents and notices in place to enable lawful transfer of User Personal Data to BuySell for the duration and purposes of the Agreement; and (ii) not process the User Personal Data in a manner that will or is likely to result in BuySell breaching its obligations under the Data Protection Legislation.

(b) The Member Agent shall be responsible for responding to requests, complaints and other communications that it receives from Data Subjects, Supervisory Authorities and other third parties in relation to the User Personal Data.

(c) The Member Agent agrees to provide such assistance as is reasonably required to enable BuySell to comply with requests, complaints and other communications that it receives from Data Subjects, Supervisory Authorities and other third parties in relation to the User Personal Data, within the time limits imposed by the Data Protection Legislation (where applicable).

(d) Where the Member Agent shares User Personal Data with BuySell, the Member Agent shall promptly inform BuySell if it becomes aware of any inaccuracies in or any updates required to such User Personal Data and the Parties shall work together to ensure that all necessary corrections and updates are made to that data as soon as reasonably possible.

(e) Where BuySell shares User Personal Data with the Member Agent, the Member Agent shall use such User Personal Data only for the purposes of providing services to its customers in connection with the letting, sale and/or purchase of Properties and any related communication with such customers, and not for any other purposes.

(f) It is the Parties’ intention that the Parties shall process Personal Data as independent Controllers, each with separate responsibilities for their respective processing activities.

(g) Notwithstanding Clause 13.4(f), should circumstances arise in which the Parties are Joint Controllers for the purposes of the Data Protection Legislation, then, without prejudice to Clauses 13.4(a) to (e), each Party’s responsibilities for compliance with their respective obligations under the Data Protection Legislation, in particular as regards the exercising of the rights of Data Subjects and the parties’ respective duties to provide information as referred to in Articles 13 and 14 of the GDPR, shall be determined as follows:

(i) The Parties shall store, process and transmit User Personal Data in order for BuySell to provide the Services and for the Member Agent to receive the benefit of the Services, to facilitate each Party’s communication with and provision of services to Data Subjects that are mutual customers of both Parties, for lawful marketing purposes and for the purposes of complying with their mutual obligations under the Agreement and under the Data Protection Legislation (‘Agreed Purposes’).

(ii) The Parties shall only process User Personal Data for the Agreed Purposes.

(iii) Each Party shall provide to the other Party the contact details of at least one staff member to be a point of contact and responsible manager for all issues arising out of the sharing of the User Personal Data, including (as applicable) the procedures to be followed in the event of a Personal Data Breach, maintaining a point of contact for and handling any Data Subject Request, and the regular review of the Parties’ compliance with the Data Protection Legislation.

(iv) Where agreed in writing between the Parties, or as specified in the Agreement, one Party may act as Principal Controller. The Principal Controller shall be responsible for compliance with the obligations under the Data Protection Legislation (including, without limitation, the measures set out in Article 5(1)(a) and Articles 13 and 14 of the GDPR) and with respect to the relevant processing shall perform such role to the same standard of care, diligence as if it were the sole Controller of the User Personal Data and shall, without limiting the foregoing, perform any specific obligations allocated as Principal Controller.

(v) The Member Agent agrees that BuySell may engage third party service providers and advisors to assist in the performance of the Agreement or for any other legitimate business purpose and that such third parties may have access to and process the User Personal Data. BuySell shall be the Principal Controller with respect to any processing undertaken by such third parties and will ensure that such third parties will be contractually bound by the same data protection requirements as are contained within these Member Agent Terms and Conditions.

(vi) Except as provided in the Agreement or as required by applicable laws, the Member Agent shall not disclose User Personal Data to any third parties without BuySell’s prior written consent.

(vii) The Member Agent shall:

• • ensure that it has a lawful basis for all processing of the User Personal Data, in accordance with the GDPR;
• • give the information required by Articles 13 and 14 of the GDPR to any Data Subject whose User Personal Data may be processed under the Agreement;
• • not share any User Personal Data that is irrelevant or excessive with regard to the Agreed Purposes; and
• • ensure that the User Personal Data does not include any Special Categories of Personal Data as referred to in Article 9(1) of the GDPR.

(viii) Any Party that discovers a Personal Data Breach shall inform the relevant point of contact at the other Party as soon as possible and in any event within forty-eight (48) hours of discovery.

(ix) Where a Personal Data Breach occurs, the Parties shall co-operate in addressing it in an appropriate and timely manner, including by deciding whether notification to the relevant Supervisory Authority and/or communication to Data Subjects are required.

(x) Any Party that receives a Data Subject Request (the ‘informing Party’) which relates directly or indirectly to the processing of User Personal Data shall contact the relevant point of contact at the other Party (the ‘assisting Party’) as soon as possible and in any event within five (5) Working Days of receipt of the request providing a copy of the Data Subject Request and reasonable details of the circumstances giving rise to the request. The Parties agree to provide reasonable assistance as is necessary to each other to enable them to comply with Data Subject Requests and to respond to any other queries or complaints from Data Subjects.

(xi) In addition to providing the information referred to in Clause 13.4(g)(x), the informing Party shall inform the assisting Party if it intends to disclose User Personal Data in response to a Data Subject Request and will provide the assisting Party with the opportunity to respond before the User Personal Data is disclosed in response to a Data Subject Request.

(xii) Any Party that receives correspondence from a Supervisory Authority which relates to the processing of User Personal Data shall contact the relevant point of contact at the other Party as soon as possible and in any event within three (3) Working Days of receipt of the request. The Parties agree to provide reasonable assistance as is necessary to each other to enable them to respond to and comply with the correspondence from the Supervisory Authority.

1. 13.5.

Controller to Processor Data Processing Terms

Without prejudice to the generality of Clause 13.2, where BuySell processes any User Personal Data on the Member Agent’s behalf, including where a Member Agent creates ‘listings’ for its customers on the BuySell Platform:

(a) The categories of User Personal Data to be processed by BuySell and the processing activities to be performed under the Agreement are set out in Schedule 1 to these Member Terms and Conditions.

(b) The Member Agent shall ensure that its instructions and disclosures of User Personal Data to BuySell are lawful and the Member Agent acknowledges that BuySell is entitled to rely on the Member Agent’s instructions in respect of the processing of User Personal Data.
(c) BuySell shall:

(i) process the User Personal Data only on the documented written instructions of the Member Agent as set in this Agreement or as otherwise given by the Member Agent from time to time, unless BuySell is required by applicable law to otherwise process the User Personal Data. Where such processing is required by applicable law, BuySell shall promptly notify the Member Agent of this before performing the processing, unless those applicable laws prohibit BuySell from so notifying the Member Agent on important grounds of public interest;

(ii) ensure that it has in place appropriate technical and organisational security measures, to protect against unauthorised or unlawful processing of User Personal Data and against accidental loss or destruction of, or damage to, User Personal Data;

(iii) ensure that all personnel who have access to and/or process User Personal Data are obliged to keep the User Personal Data confidential; and

(iv) not transfer any User Personal Data outside of the European Economic Area unless there are appropriate safeguards in place in relation to the transfer;

(v) provide reasonable assistance to the Member Agent in responding to any request from a Data Subject and in ensuring the Member Agent’s compliance with its obligations under the Data Protection Legislation with respect to security, Personal Data Breach notifications, impact assessments and consultations with Supervisory Authorities or regulators, as may be required from time to time;

(vi) notify the Member Agent without undue delay on becoming aware of a Personal Data Breach, or if it receives any request or complaint from a Data Subject;

(vii) at the written direction of the Member Agent, delete or return User Personal Data and copies thereof to the Member Agent on termination of the Agreement unless required by applicable law to store the User Personal Data; and

(viii) maintain complete and accurate records and information to demonstrate its compliance with this Clause 13.5 and make these available to the Member Agent (or its third party appointees bound by appropriate obligations of confidentiality) as reasonably required.

(d) The Member Agent consents to BuySell engaging sub-processors to process the User Personal Data on its behalf (‘Sub- processors’)

(e) BuySell will provide the Member Agent a list of sub-processors on request. The Member Agent reserves the right (acting reasonably) to object the engagement of any sub-processor and, if a reasonable resolution cannot be achieved by the Parties, to terminate the agreement on thirty (30) days’ notice to BuySell.

1. 13.6.

DATA LICENCE

Without prejudice to any other provision of these Member Agent Terms and Conditions (and in particular without prejudice to the preceding provisions of this Clause 13,) in consideration of BuySell providing the Services, the Member Agent confirms and agrees that:

(a) Subject to Clause 13.6(c), BuySell may use the Member Agent’s Data during the term of the Agreement for the following purposes:

• • (i) data analysis, testing, research, statistical and survey purposes;
• • (ii) to improve the Services to ensure that the Site content is presented in the most effective manner for the Member Agent;
• • (iii) to allow the Member Agent to participate in interactive features of the Services when the Member Agent chooses to do so;
• • (iv) as part of BuySell’s efforts to keep the Services safe and secure;
• • (v) to measure or understand the effectiveness of advertising BuySell’s Services to the Member Agent and others, and to deliver relevant advertising to the Member Agent; and
  (vi) to make suggestions and recommendations to the Member Agent about goods or services that may interest the Member Agent.

(b) Subject to Clause 13.6(c), BuySell may share the Member Agent’s Data during the term of the Agreement with:

• • (i) selected third parties including business partners, suppliers and sub- contractors for the performance of any contract BuySell enters into with them or the Member Agent;
• • (ii) without prejudice to the generality of Clause 13.5(b)(i) above, selected third parties including business partners, suppliers and sub-contractors of BuySell where the Member Agent has requested and/or expressly given consent via automated checks within the Site for the sharing of the data by BuySell with the said third party;
• • (iii) any third party for statistical purposes where the data has been anonymised (and such data may be collated with other data that has been provided by persons other than the Member Agent); and
• • (iv) third parties where any asset sale or purchase or share sale or purchase is envisaged.

(c) For the purposes of this Clause 13.6, (i) references to “Member Agent’s Data” shall exclude the Personal Data of users of the Site; and (ii) all such data shall only be used by BuySell to the extent user identifiers (name, address, user credentials, etc.) have been removed prior to such use. This Clause 15.6(c) is without prejudice to any cookie policy or privacy policy BuySell may deploy in relation to its website www.BuySellCyprus.com from time to time.

1. 13.7.

In providing the Services and in order to provide the Member Agent with information on other BuySell products and services, BuySell may, unless otherwise agreed in writing by BuySell and the Member Agent, contact the Member Agent by electronic means, including by email and other electronic media, and the Member Agent shall maintain a valid working email address for each of its BuySell Branches for such electronic contact purposes and shall immediately notify BuySell of any change of email addresses.

1. 14. Compliance with Laws and Policies
2. 14.1.

In performing its obligations under the Agreement, the Member Agent and BuySell shall comply and shall procure that each member of its company group complies with all applicable laws, statutes, regulations and codes from time to time in force.

1. 14.2.

BuySell may terminate the agreement with immediate effect by giving written notice to the Member Agent if the Member Agent commits a breach of Clause 14.1.

1. 15. Anti-Bribery and Corruption

The Member Agent shall:

1. 15.1.

(a) comply with all applicable laws, statutes, regulations and codes relating to anti- bribery and anti-corruption including, but not limited to, the Bribery Act 2010;

(b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;

(c) have and shall maintain in place throughout the term of the Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements;

(d) immediately notify BuySell in writing if it becomes aware of any breach of this Clause or has reason to believe that it or any person associated with it has received a request or demand for any undue financial or other advantage in connection with the performance of the Agreement;

(e) immediately notify BuySell in writing if a foreign public official becomes an officer or employee of the Member Agent or acquires a direct or indirect interest in the Member
Agent’s business. The Member Agent warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of the Agreement; and

(f) within 12 months of the date of the Agreement, and annually thereafter, certify to BuySell in writing, signed by the Member Agent, compliance with this Clause 15 by the Member Agent and all persons associated with the Member Agent. The Member Agent shall provide such supporting evidence of compliance as BuySell may reasonably request.

1. 15.2.

The Member Agent shall ensure that any person associated with the Member Agent who is performing services in connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Member Agent in this Clause 15. The Member Agent shall be responsible for the observance and performance by such persons of the Relevant Requirements and the terms under this Clause 15 and shall be directly liable to BuySell for any breach by such persons of any of the Relevant Requirements or of any of the terms under this Clause 15.

1. 15.3.

Breach of Clause 15.1 shall be deemed a material breach whereupon BuySell may immediately terminate the Agreement.

1. 15.4.

For the purposes of this Clause 15, the meaning of ‘adequate procedures’ and ‘foreign public official’ and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of Clause 15.1(f), a person associated with the Member Agent includes, but is not limited to, any subcontractor of the Member Agent.

1. 16. Termination
2. 16.1.

The Agreement shall continue until terminated in accordance with these Member Agent Terms and Conditions.

1. 16.2.

During the Launch Period, the Member Agent may terminate the Agreement for convenience or vary the Agreement to reduce [or increase] the number of BuySell Branches on a minimum of one (1) months’ written notice to BuySell.

1. 16.3.

Member Agents shall only be entitled to terminate this Agreement from the end of the agreed fixed term by giving not less than one (1) months’ written notice to BuySell. Once written notice has been served in accordance with this paragraph 16.3 termination will take effect on the last day in which the agreed fixed term expires and the Member Agent will be charged up to that date. Up to fifteen (15) days’ before the expiration of the fixed term BuySell will send a reminder to the Member Agent informing them that their fixed term is due to expire and that the Agreement will be automatically renewed upon the anniversary of the fixed term unless we receive written instructions to the contrary in accordance with this paragraph 16.3 .

1. 16.4.

Without limiting any of its other rights, including its suspensions rights under Clause 5.6(a), BuySell may suspend the performance of the Services, or terminate the Agreement with immediate effect by giving written notice to the Member Agent if:

(a) the Member Agent commits a material breach of any term of the Agreement and, if such a breach is capable of remedy, the Member Agent fails to remedy that breach within thirty (30) days of being notified in writing to do so;

(b) the Member Agent fails to pay any amount due under the Agreement on the due date for payment and payment is not forthcoming within a further thirty (30) days of the due date;

(c) the Member Agent takes any step or action in connection with entering into administration, provisional liquidation or any composition or arrangement with its 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 its assets or ceasing to carry on business;
(d) the Member Agent suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business;

(e) the Member Agent’s financial position deteriorates to such an extent that in BuySell’s reasonable opinion the Member Agent’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or

(f) the Member Agent is expelled from, or ceases to be a member of, a Government approved redress scheme (for example, The Property Ombudsman), or loses it’s professional license.

1. 16.5.

On termination of the Agreement for whatever reason, all Charges and any other sums due from the Member Agent to BuySell shall immediately become payable and the Member Agent shall pay BuySell in full without delay. Further, the Member Agent shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems.

1. 16.6.

Termination of the Agreement will not affect the Member Agent’s or BuySell’s rights and remedies that have accrued as at termination.

1. 16.7.

Any provision of the Agreement 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.

1. 16.8.

The Member Agent acknowledges and agrees that it will continue to be bound by the Agreement irrespective of whether the individual who has signed and/or agreed to the Agreement on its behalf subsequently ceases to be employed or otherwise engaged by the Member Agent or ceases to be authorised to act on behalf of the Member Agent. Further the Member Agent acknowledges and agrees to be bound by the Agreement where the whole or substantially the whole of the Member Agent’s assets are sold or transferred to a different legal entity.

1. 17. Conflict
2. 17.1.

In the event of, and only to the extent of, any conflict arising between the provisions of these Member Agent Terms and Conditions and the Order Confirmation generated during the Onboarding Process, the following order of priority shall apply:

(a) Order Confirmation

(b) Member Agent Terms and Conditions

(c) any other agreement entered into between BuySell and the Member Agent.

1. 18. General
2. 18.1. Assignment and Transfer

(a) BuySell may assign or transfer its rights and obligations under the Agreement to another entity and will notify the Member Agent by posting on the Site or by such other written means as it deems fit, in the event that such an assignment or transfer takes place.

(b) The Member Agent may only assign or transfer its rights or obligations under the Agreement to another person if BuySell agrees to this in writing.

1. 18.2. Variation.

Any variation of the Agreement only has effect if it is in writing and signed by both Parties or their respective authorised representatives.

1. 18.3. Waiver. 

No failure or delay by either of the Parties to exercise any right or remedy provided under the 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.

1. 18.4. Severance. 

Each paragraph of these Member Agent Terms and Conditions 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.

1. 18.5. Third party rights. 

The Agreement is between the Member Agent and BuySell. No other person has any rights to enforce any of its terms.

1. 18.6. Exclusivity. 

Nothing in these Member Agent Terms and Conditions is intended to establish an exclusive arrangement between the Member Agent and BuySell nor any partnership or appoint either Party the agent of the other, or otherwise authorise either Party to commit the other in any way whatsoever. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

1. 18.7. Governing law and jurisdiction. 

The Agreement is governed by English law and the Parties each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.

Description of data processing