This page tells you the terms and conditions on which Southcourt Property Services Ltd trading as Southcourt Property supplies its managed web services to business clients (“Services”).
1. Definitions
1.1. “Services” means any of the business-to-business managed web services in clause 3 of this Agreement.
1.2. “Website” means the group of related web pages and files hosted on a web server and accessed via the internet using a single domain name, excluding any pages which dynamically show properties and excluding any search forms that provide functionality to list or filter properties.
1.3. “Proprietary Software” means the software that we provide which is used to create properties or search for, or filter and display them on your website, or the software we use to import properties from a third-party provider and then search for, or filter and display properties on your website and/or upload properties to the property portals.
1.4. “SouthcourtHub” is a type of Proprietary Software.
1.5. “Self-Managed” is a level of service where you are provided with your website logins to edit your website text, and manage your hosting account yourself.
1.6. “Fully Managed” is a level of service where we manage your website edits for you, along with managing your hosting account with a maximum cumulative time allocation of 2 working hours per month which cannot be rolled over or accumulated.
1.7. “Support Website” is our website where we provide support information, prices and account information to existing clients.
1.8. “Admin Email Address” is a single email address provided by you for receipt of communication in writing by us and for your login to our systems.
1.9. “Cancellation Notice” is as defined in clause 28.1.
1.10. “Termination Date” is as defined in clause 28.2.
2. Introduction
2.1. Southcourt Property (“we” ,“us”, “our”) is the trading name of Southcourt Property Services Ltd, a company incorporated and registered in England and Wales (Company No. 8108696), whose registered office is at 167-169 Great Portland Street, Fifth Floor, London, W1W 5PF.
2.2. These Terms and Conditions (the “Agreement”) govern the business-to-business relationship between us and you (the “client”, “you” , “your”). We do not supply the Services to consumers. By placing an order, ticking an online acceptance box, paying for, accessing or using any of our
Services, you agree to be bound by this Agreement.
2.3. A contract is formed when:
(a) we accept your order in writing; or
(b) we commence provision of the Services,
whichever occurs first.
2.4. When you use our services, we require you to provide a single email address for login, billing and communication purposes (your Admin Email Address).
2.5. You consent to us delivering services and related materials and communications electronically to your Admin Email Address where required to perform our obligations under this Agreement. This forms our primary method of communicating with you and will inform you of any notices under this agreement, changes to our services, billing, planned maintenance and account access information.
2.6. This Agreement and any dispute arising out of or in connection with it shall be governed by the laws of England and Wales.
2.7. The courts of England and Wales shall have exclusive jurisdiction.
3. Services
3.1. “Services” means any one or more of the following managed web services provided by us toyou under this Agreement for your estate agency or letting agency business:
3.1.1 Website Hosting Service is the storage of the files, code, and databases that make a website and software accessible to internet users.
3.1.2 Software Service means our proprietary software, which is separate from our Website Hosting Service and through which properties are created manually by you for listing on your website or publication on property portals, or imported for you by us from another system for display on your website or upload to property portals.
3.1.3 Email Service means our provision of email addresses and mailboxes.
3.1.4 Domain Registration and Renewal Service is a service where we will register and renew a domain name.
4. Price and payments
4.1. The price of any Services will be as quoted on our external website, our support website or in writing.
4.2. The cost of our Services will be set out clearly before you submit your order for the Services.
4.3. The price for any Services will be as set out in the following order of precedence:
4.3.1 any written quotation or order confirmation issued by us to you, which shall take precedence over all other sources;
4.3.2 failing (4.3.1), the prices set out on the Support Website at the time your Order is submitted; or
4.3.3 failing (4.3.1) and (4.3.2), the prices set out on our external website at
www.southcourtproperty.co.uk.
4.4. The price applicable to your Services will be confirmed in writing at the time you place your Order. Where a price is not expressly confirmed in writing at the time of ordering, the price shall be the price published on the Support Website at that time.
4.5. Payments for the Services are due monthly in advance by recurring payments.
4.6. Prices are subject to change. We will notify you of a change in our prices at least 30 days before the price change comes into force. Continued use of the Services after the effective date of the price change constitutes acceptance.
4.7. In the event that a payment is not received by its due date, the Services will be hidden from public view and cannot be used. Fees will continue to accrue whilst the account remains hidden from public view.
4.8. We do not allow payment holidays or pauses in payments for any reason.
4.9. If your payment fails due to your or your bank’s failure, after 72 hours an admin charge of £10+VAT will be applied to your account.
4.10. If your account is suspended due to your non-payment, before a suspended account can be reactivated, all due renewal fees, plus a fee of £50+VAT will be payable.
4.11. If you pay monthly and have 3 failures of your monthly payment in any 12 month period or 2 consecutive monthly payment failures, we reserve the right to decline to offer a monthly subscription and instead only offer you an annual payment by bank transfer.
4.12. If any amount due under this Agreement is not paid by the due date, interest shall accrue on the overdue amount at the rate of 4% per annum above the Bank of England base rate from time to time in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, from the due date until actual payment (whether before or after judgment). We shall also be entitled to recover from you all reasonable costs and expenses incurred in collecting the overdue amount, including but not limited to debt collection agency fees, tracing costs, legal costs and court fees, together with any applicable fixed-sum compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
4.13. All sums due under this Agreement shall be paid in full without any deduction, withholding, set-off, counterclaim or abatement of any kind whatsoever, whether in respect of any claim, dispute, cross-claim or otherwise, except to the extent required by applicable law.
4.14. Pro-rata refunds will not be issued for Services that are cancelled or terminated before the end of the paid-for period, except where required by law or expressly agreed by us in writing.
4.15. If you are using our SouthcourtHub software:
4.15.1 You are responsible for monitoring the quantity of properties in your account.
4.15.2 Our monthly charge for creating and listing properties in SouthcourtHub will be payable for each 100 properties or part thereof held in the SouthcourtHub software system under your account.
4.15.3 For each additional 100 properties in your account an additional monthly charge of 50% of your monthly subscription payment will be automatically charged every month.
4.15.4 You are solely responsible for the accuracy, completeness, legality and currency of all property listings, photographs, floorplans, descriptions, prices, availability information, EPC information, landlord or seller instructions and any other material entered into, imported into, displayed by, or published from Proprietary Software.
4.15.5 You must ensure that you have all rights, licences, consents, permissions and lawful bases required to use, store, display and publish all property listing content, including photographs, floorplans, descriptions, logos and third-party data, and to provide that content to us and to any property portal or other third-party service.
4.15.6 Where Proprietary Software is used to publish, syndicate or transmit listings to property portals or other third-party platforms, you are responsible for complying with the applicable portal terms, API terms, acceptable use policies, data requirements and listing rules. We are not responsible for any refusal, delay, rejection, suspension, delisting, formatting change, data mismatch or other act or omission of any portal or third-party platform.
4.15.7 You must keep any portal, API, feed, integration or account credentials and authorisations accurate, current and lawful, and you must promptly tell us if any authority to publish a listing or use a third-party platform is withdrawn, limited or disputed.
5. Making website changes
5.1. If you are a “Self-Managed” client:
5.1.1 You will be provided with logins that have “editor” access to edit the website text.
5.1.2 At our discretion we may provide you with the “developer/admin” logins. If you request the “developer/admin” logins, we will require that you confirm in writing that you have sufficient skills and experience in website development.
5.1.3 If after being given the “developer/admin” login you cause the website to break and not display content correctly, there will be an appropriate charge for any restoration work.
5.2. If you are a “Fully Managed” client:
5.2.1 We will make reasonable website changes, development and edits within the scope of the Fully Managed service, the parameters of which are provided in our support site or in writing upon request. Fully Managed support is capped at two (2) working hours per month. Time allocations cannot be rolled over, accumulated or used retrospectively, and any additional work or assistance is chargeable separately at our then-current rates.
6. Quality
6.1. We warrant that (subject to the other provisions of these terms and conditions) any Services will
be provided with reasonable care and skill.
6.2. We will not be liable for a breach of the warranty provided above unless:
6.2.1 You give written notice of the breach to us.
6.2.2 We are given a reasonable opportunity after receiving the notice of examining our provision of the services to you.
6.2.3 The problem arises because you failed to follow our oral or written instructions as to the use of the services.
6.2.4 You alter the services without our written consent.
6.2.5 The problem arises because of misuse.
6.2.6 Nothing in this clause 6 excludes or limits our liability for fraudulent misrepresentation or for any other matter that cannot lawfully be excluded or limited.
7. Access to the Website Hosting Service
7.1. It is your responsibility to ensure that necessary arrangements for access to our Website Hosting Services are in place.
7.2. You are also responsible for ensuring that all persons who access our Services through your internet connection are aware of these terms and conditions.
8. Website Hosting Service Levels
8.1. We do not warrant access to our servers to be uninterrupted or error free but we shall use reasonable endeavours to keep downtime to a minimum.
9. IP addresses
9.1. You will have no right, title or interest in any internet protocol address (“IP address”) allocated to you throughout the use upon the expiry or termination of Services.
9.2. Any IP address allocated to you is allocated as part of the Website Hosting Service you purchased and is not portable or otherwise transferable by you in any manner whatsoever.
9.3. We may change an IP address where reasonably required and will take reasonable steps to minimise disruption.
10. Back-up of your material and our servers
10.1. You are responsible for maintaining secure and regular and up-to-date backups of all website content, software content, data, email services and domain settings.
10.2. We provide free tools to make website and database backups in our control panels.
10.3. We perform routine server backups. Restoration requests following accidental deletion may be subject to a reasonable fee.
10.4. Where data loss is caused by us or our service providers, restoration is attempted on a reasonable endeavours basis only and no guarantee of recovery is given.
10.5. Our liability for data loss is limited to the fees paid for the relevant service. We strongly recommend maintaining independent backups.
10.6. We will not be responsible for any loss, destruction, alteration or disclosure of your material caused by you or any third party.
11. Website Hosting Services
11.1. Hosting bandwidth is provided on an unlimited basis subject to a fair usage policy aligned with the typical requirements of an average letting or estate agency.
11.2. We may determine whether usage exceeds fair usage acting reasonably.
11.3. Hosting must not be used for unlawful purposes, bulk storage, or activities that place excessive load on servers.
11.4. Where usage exceeds fair limits, we will notify you and allow at least fourteen (14) days to remedy the issue or agree alternative arrangements.
11.5. Continued breach may result in suspension or termination of services with reasonable notice.
11.6. We aim for server uptime of 99.9% but do not guarantee uninterrupted service due to third-party dependencies.
12. Acceptable Use
12.1. You must not use, or permit any person to use, any Service for any unlawful, fraudulent, harmful, offensive, abusive, defamatory, obscene, threatening, discriminatory, misleading or infringing purpose, or in any way that breaches the rights of any person, any applicable law or regulation, any third-party terms or any reasonable instructions or policies notified by us.
12.2. You must not use the Services to send spam, unsolicited bulk email, phishing messages, malware, viruses, ransomware or other harmful code, or to operate open relays, mail bombs, credential harvesting, botnets, denial-of-service activity, scraping, crawling, data harvesting, security probing, vulnerability scanning, penetration testing, password attacks, spoofing, impersonation, blacklisting activity or any activity intended to bypass security, access controls, rate limits or technical protections.
12.3. You must not use the Website Hosting Service, Email Service, Proprietary Software, domain services, property portal integrations, APIs or any related infrastructure in a way that imposes an excessive or unusual load on our systems or suppliers, degrades service for other customers, damages our reputation, causes or risks IP address or domain blacklisting, or exposes us or our suppliers to legal, regulatory, operational or security risk.
12.4. We may remove, disable, throttle, block, reject, quarantine, suspend or otherwise restrict any content, account, message, mailbox, domain, integration, listing or Service where we reasonably consider that it breaches this Agreement, an applicable acceptable use requirement, third-party terms, law or regulation, or creates a risk to us, our suppliers, other customers or the public. We shall not be liable for any loss arising from action taken in accordance with this clause.
13. Suspension of Services
13.1. We may suspend any Service immediately and without liability where we reasonably believe that:
13.1.1 the Client is in material breach of this Agreement;
13.1.2 continued provision of the Service presents a security risk to our systems, infrastructure or other customers;
13.1.3 the Service is being used unlawfully, fraudulently or in a manner that may expose us to legal or regulatory liability;
13.1.4 suspension is necessary to protect our systems, infrastructure, suppliers or other customers; or
13.1.5 suspension is required to comply with any legal, regulatory or law enforcement requirement.
13.2. Where reasonably practicable, we will provide advance notice of any suspension and an opportunity to remedy the issue.
13.3. Fees shall continue to accrue during any period of suspension unless we determine otherwise in writing.
13.4. We shall not be liable for any loss, damage, cost or expense arising from any suspension carried out in accordance with this clause.
14. Support
14.1. Our support team will help resolve any problems you have with the Services you are receiving.
14.2. We do not provide telephone support. Support is provided via email or online support ticket.
14.3. Support requests must be submitted from your registered Admin Email Address.
14.4. Excessive or improper use of support may result in support being limited or declined.
14.5. Our support is strictly limited to our own services and systems; we do not provide general IT
support, office computer support, or personal device support.
15. Email Service
15.1. The Email Service is provided subject to mailbox quotas, message size limits, rate limits, spam and virus filtering, reputation controls, fair use limits and other technical restrictions imposed by us or our suppliers from time to time.
15.2. We do not guarantee that any email will be delivered, received, sent within any particular time, free from delay, free from filtering or rejection, or that any email will not be treated as spam, junk, suspicious, blocked, quarantined, bounced or delayed by any sending or receiving system.
15.3. Spam, deliverability, authentication, filtering and blacklisting controls may result in legitimate email being blocked, delayed, rejected or quarantined and may result in unwanted email being delivered. You remain responsible for monitoring your mailboxes, spam folders, sending practices, mailbox usage, mailbox quotas and any bounce, warning or reputation notices.
15.4. You are responsible for keeping DNS, MX, SPF, DKIM, DMARC and other email authentication records accurate and current where they are within your control, and for promptly giving us any information or access reasonably required to configure them where they are within our control.
15.5. You must not use the Email Service for unsolicited bulk email, spam, phishing, unlawful marketing, malware, abusive messages, spoofing, impersonation or any activity that may cause blacklisting, rate limiting, suspension or reputational harm to us, our suppliers or other customers.
15.6. Email storage is not an archive or backup service. You are responsible for maintaining independent backups and exports of email that you require, and we shall not be liable for loss, deletion, corruption or non-recovery of email except to the extent expressly stated in this Agreement.
16. Domain Names
16.1. Where the service includes our Domain Registration and Renewal Service:
16.1.1 We will not be liable in the event that the relevant domain name registry refuses to register your domain name, or subsequently suspends or revokes any registration for that domain name;
16.1.2 We shall not act as your agent or on your behalf in any dealings with a domain name registry;
16.1.3 The registration of the domain name you request, its ongoing use, renewal, suspension, transfer, cancellation, dispute handling and recovery are subject to the relevant registry, registrar and naming authority rules, policies, processes and terms and conditions of use, which will override this Agreement to the extent of any conflict and which you should obtain and consider;
16.1.4 The domain name you request will only have been successfully registered when you appear as the registrant on the appropriate “whois” database of the top level domain name registrar;
16.1.5 We shall have the absolute discretion to require you to select a replacement domain name to the one you have requested to be registered, and may suspend or terminate our performance of the Domain Registration Service, if, in our opinion, there are reasonable grounds for us to believe that your current choice of name is, may or is likely to be in bad faith, breach of the provisions of these terms and conditions or any legal or regulatory requirement;
16.1.6 You confirm and warrant that you are the owner of any trade mark in any domain name (or have the authority of the owner of any trade mark to use such name) that you have requested be registered;
16.1.7 You confirm and warrant that you are the legal owner of any domain name (or have the authority of the legal owner to use such domain name) supplied by you, or otherwise authorised by you, for use as a domain name in connection with any website in relation to which the Website Hosting Service supplied to you is used.
16.1.8 We may attempt to register, renew, update, recover or transfer domain names on your behalf but do not guarantee availability, acceptance, renewal, successful transfer, uninterrupted registration, continued delegation or recovery.
16.1.9 Where we are not in control of the domain, you are responsible for renewing domain registrations and ensuring that DNS, nameserver and registrant details are correct. Services provided by Us will continue to be billed even if a domain expires, is suspended, is transferred away, cannot be renewed, or the DNS is not pointing to our servers, unless you have terminated this agreement.
16.1.10 Once the domain name has been successfully registered, it will need to be renewed periodically to ensure you retain your registration of it. You authorise us to automatically renew the domain name for you periodically for a minimum of two years unless you have cancelled the Domain Registration and Renewal Service by transferring your domain away from our registrar control.
16.1.11 The price for the renewal will be as set out in writing or in our support website and will be charged against one of the payment methods then registered against your account.
16.1.12 If you request to transfer a domain away from our control, or to carry out an intra-customer transfer of your account within our service provider, an administration fee of £50+VAT will be payable.
16.1.13 You are responsible for ensuring that all domain ownership, registrant, administrative, technical and contact details are accurate and kept up to date, and that any renewal, transfer, authorisation code, unlock, registrant change or administrative request is made in sufficient time before any expiry, deadline or proposed migration.
16.1.14 Subject to applicable law, registry rules and any mandatory registrar obligations, we may withhold, delay or decline domain transfer, unlock, nameserver, DNS, registrant, administrative contact or other domain administration actions while any invoice, renewal fee, transfer fee, administration fee or other amount payable to us is overdue, or where we reasonably require identity, authority, security or anti-fraud checks.
17. Intellectual Property Rights
17.1. You retain all intellectual property rights in your material, and you grant to us a worldwide, non-exclusive, royalty free licence to use, store and maintain your material on our servers and publish it on the internet for the purpose of providing the Website Hosting Service to you.
17.2. You warrant that your material does not infringe the intellectual property rights of any third party and you have the authority to grant the licence to us. We may make such copies as may be necessary to perform our obligations, including making back-up copies of your material.
17.3. You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: your use or misuse of the Services; any Client content, property listing, photograph, floorplan, description, email, domain name, data, instruction or other material supplied, uploaded, imported, transmitted, published or authorised by you; any claim that your material is unlawful, defamatory, misleading, inaccurate, fraudulent, harmful, offensive, infringing or otherwise breaches the rights of any third party; any breach of acceptable use, portal terms, API terms, email sending rules, anti-spam laws, domain registry or registrar rules or third-party platform terms; any spam, phishing, malware, blacklisting, security, deliverability or email misuse issue caused or contributed to by you; any domain name ownership, trade mark, passing off, registrant, transfer or renewal dispute; any breach by you of the Data Protection section of this Agreement or of your documented instructions as Controller; and any third-party claim arising from Client content, property listings, portal publication, property descriptions, photographs, permissions, landlord or seller instructions or property availability information.
17.4. All intellectual property rights in and to the Services, Proprietary Software, all software, systems, source code, object code, website templates, designs, layouts, tools, algorithms, databases, documentation, know-how, methodologies and related materials developed, owned or licensed by us (including any modifications, updates, enhancements or derivative works thereof) vest in and shall remain the exclusive property of Southcourt Property Services Ltd or its licensors. Nothing in this Agreement shall operate to transfer, assign or licence any of our intellectual property rights to you. You shall not, and shall ensure that your employees, contractors and agents do not, copy, reproduce, reverse engineer, decompile, disassemble, modify, adapt, create derivative works from, sublicense, sell, resell, transfer, publish or otherwise exploit any of our intellectual property without our prior written consent. Any goodwill arising from your use of our intellectual property shall accrue solely to us.
18. Confidentiality
18.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, suppliers, software, systems, services, pricing, operations or plans of the other party, except as permitted by this clause.
18.2. Each party may disclose the other party’s confidential information:
18.2.1 to its employees, officers, representatives, contractors, advisers or professional consultants who need to know such information for the purposes of carrying out that party’s obligations or exercising its rights under this Agreement, provided that such persons are subject to obligations of confidentiality; and
18.2.2 where required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
18.3. Neither party shall use the other party’s confidential information for any purpose other than the performance of its obligations and exercise of its rights under this Agreement.
18.4. Information shall not be considered confidential to the extent that it:
18.4.1 is or becomes publicly available other than through a breach of this Agreement;
18.4.2 was lawfully known to the receiving party before disclosure;
18.4.3 is lawfully obtained from a third party without restriction on disclosure; or
18.4.4 is independently developed without reference to the confidential information.
18.5. The obligations contained in this clause shall continue for a period of five (5) years after termination of this Agreement.
18.6. Nothing in this clause shall prevent us from identifying you as a customer in our marketing materials unless otherwise agreed in writing.
19. Data Protection
19.1. Each party shall comply with all applicable Data Protection Laws in connection with the performance of this Agreement.
19.2. Definitions:
19.2.1 “Data Protection Laws” means all applicable laws relating to the processing of personal data, including the UK General Data Protection Regulation (“UK GDPR”), the Data Protection Act 2018 and any replacement or successor legislation.
19.2.2 “Personal Data” “Controller”“Processor” “Processing” “Data Subject” and “Personal Data Breach” shall have the meanings given to them in the UK GDPR.
19.3. The parties acknowledge that, in relation to any Personal Data processed under this Agreement:
19.3.1 the Client shall generally act as Controller; and
19.3.2 We shall act as Processor where we process Personal Data solely on behalf of the Client for the purpose of providing the Services.
19.4. Customer Responsibilities:
19.4.1 The Client warrants that it has all necessary rights, consents and lawful bases required to collect, use and provide Personal Data to us for processing in connection with the Services.
19.4.2 The Client shall be solely responsible for the accuracy, quality and legality of all Personal Data supplied to us.
19.5. Security Commitments: We shall implement and maintain appropriate technical and organisational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or unauthorised access.
19.6. Sub-Processors:
19.6.1 The Client gives us general written authorisation to use third-party hosting providers, cloud providers, email providers, domain registrars and other subcontractors in connection with the provision of the Services, provided that we remain responsible for our Processor obligations and impose data protection obligations on each sub-processor that are no less protective than those in this Agreement
19.6.2 We shall notify the Client of any intended material change to sub-processors where reasonably practicable and give the Client a reasonable opportunity to object on legitimate data protection grounds before the change takes effect.
19.7. Data Breaches: We shall notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed on behalf of the Client and shall provide reasonable assistance, taking into account the nature of Processing and information available to us, with the Client’s breach notification obligations.
19.8. Data Processing Agreement (“DPA”):
19.8.1 To the extent that we act as a Processor on behalf of you, the provisions of this clause shall constitute the data processing agreement between the parties for the purposes of Article 28 of the UK GDPR.
19.8.2 Processing details: the subject matter is the provision, support, maintenance, hosting, backup and administration of the Services; the duration is the term of the relevant Service and any deletion, export or transition period; the nature and purpose are hosting websites and databases, operating Proprietary Software, email mailbox provision, domain administration, support, maintenance, security, billing and related communications; the types of Personal Data may include names, business contact details, login credentials, property listing content, enquiry data, email content and metadata, website/database records, IP addresses, support tickets and billing/account data; and the categories of Data Subjects may include the Client’s staff, contractors, customers, landlords, tenants, prospective buyers or tenants, website users, email correspondents and other individuals whose Personal Data is uploaded to or transmitted through the Services.
19.8.3 Processor obligations: we shall process Personal Data only on the Client’s documented instructions, including as set out in this Agreement, unless required by law to do otherwise; ensure that persons authorised to process Personal Data are subject to confidentiality obligations; implement appropriate technical and organisational security measures; assist the Client by appropriate technical and organisational measures, insofar as possible, with Data Subject rights requests; provide reasonable assistance with security, breach notification, data protection impact assessments and prior consultation obligations; make available information reasonably necessary to demonstrate compliance with Article 28 and allow for audits or inspections on reasonable notice, subject to confidentiality, security and business continuity requirements; and, at the Client’s choice and subject to Clause 28 and any applicable legal retention requirement, delete or return Personal Data after the end of the provision of the Services.
19.8.4 The Client’s instructions must be lawful, documented and within the scope of the Services. Any assistance, audit activity, export, return, deletion or other work requiring material additional time or resources beyond our standard service provision may be charged separately at our then-current rates, unless prohibited by law.
20. Our Liability
20.1. We do not monitor and will not have any liability for your material or any other communication you transmit by virtue of the Services.
20.2. Due to the public nature of the Internet, we shall not be liable for the protection of the privacy of electronic mail or any other information transferred through the Internet or via any network provider
20.3. No guarantee or representation is given that the Website Hosting Services will be free from security incidents or unauthorised users.
20.4. We are not responsible for outages, delays, errors or changes made by third-party providers, registries, internet service providers, cloud providers or property portals.
20.5. All conditions, terms, representations and warranties that are not expressly set out in these terms and conditions (or the documents referred to in them) are hereby expressly excluded.
20.6. Subject to the separate Data Protection Liability Cap below and to the non-excludable liability carve-outs in this clause, our total aggregate liability arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the total fees paid by the Client for the affected Service during the three months immediately preceding the event giving rise to the claim.
20.7. No claim arising out of or in connection with this Agreement may be brought by either party more than twelve (12) months after the date on which the claiming party became aware, or ought reasonably to have become aware, of the facts giving rise to the claim.
20.8. Nothing in this Agreement shall exclude or limit any liability which cannot lawfully be excluded or limited, including our liability:
20.8.1 for death or personal injury caused by our negligence;
20.8.2 for fraud or fraudulent misrepresentation; or
20.8.3 for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
20.8.4 We will not be responsible for any indirect, special or consequential loss, damage, cost or expense, or for the following types of losses (in each case whether direct, indirect, special or consequential, and whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise):
a. loss of income or revenue.
b. loss of business, business opportunity, business interruption or business continuity.
c. loss of profits, contracts, sales, lettings, commissions or anticipated transactions.
d. loss of anticipated savings.
e. loss of goodwill.
f. loss, deletion, corruption, alteration, disclosure, unavailability, restoration, reconstruction or migration of software, data, email, property listings, databases, website files, domain records or configuration, except where such loss arises directly from our failure to comply with our obligations as a Processor under the Data Protection section of this Agreement or applicable Data Protection Laws, in which case our liability shall be subject exclusively to the Data Protection Liability Cap set out below;
g. wasted expenditure, wasted advertising expenditure (including pay per click advertising costs), migration costs, re-platforming costs, replacement supplier costs or costs of recreating, re-entering, correcting, restoring or transferring data or content.
h. wasted management, staff or office time.
20.8.5 Notwithstanding the general liability cap set out above, and subject always to the non-excludable liability carve-outs in this clause, our total aggregate liability to you arising out of or in connection with any failure to comply with our obligations as a Processor under the Data Protection section of this Agreement or under applicable Data Protection Laws shall not exceed the total fees paid by you for the affected Service in the twelve (12) months immediately preceding the event giving rise to the claim (“Data Protection Liability Cap”). The Data Protection Liability Cap is a separate and exclusive cap for such Processor and Data Protection Law liability and does not increase or aggregate with the general liability cap for any other claim.
21. Written Communications
21.1. Applicable laws require that some of the information or communications we send to you should
be in writing. When using our services, you accept that communication with us will be mainly
electronic.
21.2. We will contact you by e-mail or provide you with information by posting notices on our website.
For contractual purposes, you agree to this electronic means of communication and you
acknowledge that all contracts, notices, information and other communications that we provide
to you electronically comply with any legal requirement that such communications be in writing.
This condition does not affect your statutory rights.
22. Notices
22.1. All notices given by you to us must be given from your Admin Email Address.
22.2. We may give notice to you at your Admin Email Address.
23. Third Party Rights and transfer of Rights and Obligations
23.1. Neither you nor we intend that any term of this Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
23.2. This Agreement is binding on you and us and on our respective successors and assigns.
23.3. You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent.
23.4. We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during the term of this Agreement.
24. Events Outside our Control
24.1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (“Force Majeure Event”).
24.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
24.2.1 misuse, alteration or interference by you or any third party of our servers or systems (including virus and hacker attacks);
24.2.2 strikes, lock-outs or other industrial action;
24.2.3 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
24.2.4 fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
24.2.5 impossibility of the use of public or private telecommunications networks; and
24.2.6 the acts, decrees, legislation, regulations or restrictions of any government.
24.3. Our performance under this Agreement will be deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.
25. Waiver
25.1. If we fail, at any time during this Agreement, to insist upon strict performance of any of your obligations under this Agreement or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
25.2. A waiver by us of any default shall not constitute a waiver of any subsequent default.
25.3. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
26. Severability
26.1. If any of these terms and conditions or any provisions of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
27. Entire Agreement
27.1. These terms and conditions and any document expressly referred to in them represent the entire agreement between us both in relation to the subject matter of this Agreement and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
27.2. We each acknowledge that, in entering into this Agreement, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to this Agreement except as expressly stated in these terms and conditions.
27.3. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of this Agreement (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of this Agreement as provided in these terms and conditions.
28. Cancellation
28.1. If you wish to terminate your use of the Services you must provide not less than 30 calendar days’ written notice to our support email address: support@southcourtproperty.co.uk from your Admin Email Address (“Cancellation Notice”).
28.2. The Cancellation Notice shall take effect at the end of the 30-day notice period commencing on the date of receipt of your Cancellation Notice by us (“Termination Date”).
28.3. We will acknowledge your Cancellation Notice within 48 hours by email to your Admin Email Address confirming the Termination Date.
28.4. You will not be charged any fees in respect of Services for any period after the Termination Date. Where you have paid fees in advance for a period beyond the Termination Date, no pro-rata refund will be payable except where required by law or expressly agreed by us in writing.
28.5. Where you are using our Services all services will cease on the Termination Date.
28.6. You are free to log in and transfer your Material away from our servers at any time before the Termination Date. During any notice period given by us, we will not intentionally prevent you from accessing or exporting your Material, provided that your account is not suspended and you comply with this Agreement. It is your sole responsibility to extract, back up and transfer all of your data, files and content before the Termination Date.
28.7. You cannot cancel any of your Services by letter or telephone.
28.8. If you request transition support before the Termination Date, we will use reasonable endeavours to provide reasonable technical assistance with matters such as website, mailbox, domain or data transfer arrangements. Any assistance, time or work beyond our standard service provision, including additional staff time, bespoke exports, migration work or third-party liaison, is chargeable separately at our then-current rates unless expressly agreed otherwise in writing.
28.9. Without prejudice to any other right to terminate or suspend the Services we may have under these terms and conditions, we may terminate this Agreement or any Service for convenience at any time by giving you not less than sixty (60) days’ advance notice by emailing you at the Admin Email Address you have provided and registered against your account.
28.10. If we terminate this Agreement or any Service for convenience, we will have no obligation to compensate you for any migration costs, losses, expenses, business interruption or other costs arising from or in connection with that termination, and no pro-rata refund will be payable except where required by law or expressly agreed by us in writing.
28.11. We may terminate this Agreement or any Service immediately, or on such shorter notice as is reasonable in the circumstances, by written notice to you if: (a) you commit a material breach of this Agreement and, where the breach is capable of remedy, fail to remedy it within fourteen (14) days of written notice from us requiring you to do so; (b) you commit persistent or repeated breaches of this Agreement (whether or not any individual breach is itself material); (c) you are unable to pay your debts as they fall due, make any arrangement or composition with your creditors, have an administrator, administrative receiver or receiver appointed over all or any part of your assets, pass a resolution or court order for winding up (otherwise than for a solvent reconstruction), or any analogous insolvency proceedings are commenced or occur; or (d) your use of the Services creates, or in our reasonable opinion is likely to create, a material risk to the security, reputation, infrastructure or legal or regulatory position of Southcourt Property, our suppliers or our other clients. On termination under this clause, all outstanding sums shall become immediately due and payable and no refund of pre-paid fees shall be made except where required by law.
28.12. Following the expiration of the applicable notice period, we shall have no further obligation to store, maintain, or provide access to any data except to the extent required by law, expressly agreed in writing, or required by our Processor return or deletion obligations under the Data Protection section of this Agreement.
28.13. You acknowledge and agree that after the expiry of the applicable notice period, your data may be permanently and irreversibly deleted without further notice or liability, subject to any legal retention requirements and our Processor return or deletion obligations under the Data Protection section of this Agreement. You should therefore complete all exports, backups, domain transfers, mailbox migrations and website migrations before the Termination Date.
29. Changes to our Terms and Conditions
29.1. We have the right to revise and amend these terms and conditions from time to time.
29.2. We will notify you of any changes to these terms and conditions by email to your Admin Email Address or by publication on our website at www.southcourtproperty.co.uk, with not less than thirty (30) days’ advance written notice before the changes take effect (“Change Notice”). Your continued use of the Services after the effective date specified in the Change Notice shall constitute your acceptance of the revised terms and conditions. If you do not accept any change, you may terminate the affected Services by written notice given before the effective date of the change, in which case the existing terms and conditions shall continue to apply until the Termination Date. No variation of these terms and conditions is effective unless made in accordance with this clause 29.
Last updated: 23/07/2026
