IMPORTANT: Your attention is drawn to the provisions of
Clause 2 (regarding the importance of the Customer providing accurate information),
Clause 3 (regarding the nature of services performed by The Rello Marketplace),
Clause 4 (regarding how Customers enter agreements with Service Providers and the requirement for the Customer to check Service Providers meet their needs), and
Clause 8 (regarding liability).
Your rights may differ depending on whether you are a “consumer” or a business customer. A consumer is a private individual not entering into the contract in the course of a business/trade. If you are a consumer and require assistance you will be able to obtain advice about your legal rights from your local Citizens’ Advice Bureau. Nothing in these Terms will affect these legal rights.
1. SCOPE OF AGREEMENT
1.3 All details, descriptions, specifications, advertising, illustrations or promotional material by RELLO in any website, portal, catalogue, or brochure are for the sole purpose of providing a general idea of the services and/details of third parties described in them, and does not form part of the Agreement.
1.4 In these Terms:
- Clause and paragraph headings shall not affect the interpretation of these Terms.
- A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and those in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- A reference to these Terms or to any other agreement, terms or document is a reference to these Terms or such other agreement, terms or document, in each case as varied from time to time.
- References to clauses are to the clauses of these Terms.
- Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.5 In these Terms the following words and expressions shall have the following meanings when they start with capital letters:
- “Agreement” has the meaning given in Clause 1.1;
- “Business Day” means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
- “Confidential Information” means all methodology, know-how, experience, data, databases, flow charts, reports, tables or other material produced in relation to these Terms and any other information of whatever kind (whether communicated orally, in writing or in any other form and whether or not expressly stated to be confidential) relating to a party, including its business, products, suppliers and customers;
- “Customer” means the person identified in a Quote who will be introduced to one or more of the Service Provider(s) referred to in it;
- “Intellectual Property Rights” means all patents, rights to inventions, copyright and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
- “Quote” means a written quotation issued by RELLO to a Customer setting out the Services requested by the Customer, the Service Providers who have indicated to RELLO they may be able to offer such Services to Customers, and an indicative fee for the Services based on the information provided to RELLO by such Service Providers;
- “Service Provider” means any solicitor, conveyancer, broker, insurer, surveyor, supplier, contractor, or any other third party who may enter a direct relationship with a Customer for the performance of Services as a result of using the Rello Marketplace;
- “Service Provider Terms” means any applicable terms and conditions of a Service Provider which govern the performance of Services by the Service Provider to the Customer;
- “Services” means the services required by a Customer as set out in a Quote;
- “Unexpected Event” has the meaning given in Clause 3.4.
2. ACCURACY OF INFORMATION AND QUOTES
2.1 The Customer acknowledges that a Quote provided by RELLO is not an offer capable of acceptance.
2.2 The Customer must ensure all information it provides to RELLO is complete, accurate and up to date, and RELLO’s provision of accurate Quotes, introduction of Service Providers and performance of its obligations under these Terms is dependent on the same. The Customer acknowledges that if the Customer provides information which is incomplete, inaccurate or out of date:
- any Quote provided by RELLO may be inaccurate;
- any Service Provider referred to in a Quote may not be capable of, available, or willing to perform the Services referred to in the Quote; and
- RELLO may not be able to comply with its obligations under these Terms where it uses or relies on such information.
3. THE RELLO MARKETPLACE
3.1 Where the Customer requests a Quote, RELLO will use reasonable endeavours to identify one or more Service Providers who have indicated to RELLO they are willing and able to provide the Services required by the Customer, based on the information provided by the Customer. Upon receipt of a Quote from RELLO, the Customer may engage with any (or none) of the Service Providers referred to in it.
3.2 This Clause 3.2 does not apply to Customers who are consumers. If a Customer intends to introduce (through any means) a Service Provider identified in a Quote to its own clients the Customer is solely responsible for:
- bringing these Terms to the attention of its own clients and ensuring their agreement to them;
- compliance with all applicable laws and regulations with regard to such introducer activities.
3.3 This Clause 3.3 does not apply to Customers who are consumers. RELLO shall not be liable in any circumstances to any client of a Customer or to any other person to whom a Customer introduces a Service Provider identified in a Quote. The Customer shall indemnify and keep indemnified RELLO from and against all costs, expenses (including, but not limited to, legal and other professional fees and expenses) losses, damages and other liabilities (of whatever nature, whether contractual, tortious or otherwise) suffered or incurred by RELLO and arising out of or in connection with any claims, actions or demands made against RELLO by any third party to which the Customer has introduced a Service Provider identified in a Quote.
3.4 Neither party shall be liable for any breach of its obligations under the Agreement due to any cause beyond its reasonable control (“Unexpected Event“) provided the party concerned has acted reasonably and prudently to prevent and to minimise the effect of such Unexpected Events. Should an Unexpected Event continue without interruption for three months or more, then either party may by notice to the other, cancel the Agreement without incurring any liability for any resulting loss or damage.
4. AGREEMENT WITH SERVICE PROVIDERS
The Customer acknowledges and agrees that:
- RELLO does not provide Services itself and does not agree to do so through these Terms;
- these Terms relate solely to the provision of The Rello Marketplace and not the Services performed by those Service Providers;
- a Quote is an introduction made by RELLO to Service Providers who may be suitable to perform Services required by the Customer and who the Customer may choose to engage directly to provide Services under one or more separate agreements;
- the inclusion of a Service Provider in a Quote is not a recommendation or an endorsement by RELLO of that Service Provider;
- the Customer is responsible for checking that the name(s), address, date(s) of birth, postcode, property positioning, plan(s) used, areas covered and all other information held by a Service Provider following the provision of a Quote is correct; and
- RELLO shall in no circumstances be responsible for the performance of, failure to perform, or the quality of any Services performed by a Service Provider.
5. FEES AND PAYMENT AND CANCELLING SERVICES
5.1 RELLO provides The Rello Marketplace to Customers free of charge, however it reserves the right to charge additional sums as notified to the Customer in advance from time to time.
5.2 In some circumstances RELLO may require to take payment from a Customer up-front on behalf of a Service Provider to allow a Service Provider to start to provide Services immediately. Where a Quote requires an up-front payment the Customer accepts that the work covered by it will start as soon as possible after payment. While the Customer will have the right to cancel an order within 14 Business Days of making the payment if the work has not started, the Customer accepts that this “cooling-off period” ends and it will not be permitted to cancel an order once the work starts.
5.3 All fees and the terms of payment for the performance of Services shall be governed by the relevant Service Provider’s terms of business.
5.4 Although RELLO uses reasonable endeavours to ensure all Quotes are accurate, they should be regarded as indicative only, in particular in relation to any fees referred to in them. All information in Quotes and on which RELLO bases Quotes is provided to RELLO by the Customer and/or relevant Service Providers and RELLO cannot and do not undertake to verify the information before producing the Quote.
6. INTELLECTUAL PROPERTY, CONFIDENTIALITY AND DATA PROTECTION
6.1 This Clause 6.1 only applies to Customers who are consumers. Subject to Clause 6.3 and any restrictions specified in the relevant Quote, RELLO grants the Customer a perpetual, non-exclusive, non-transferable, non-sub-licensable right to use the Intellectual Property Rights in any material provided to the Customer by RELLO in relation to the provision of The Rello Marketplace for its own personal, non-commercial purposes only and not to sell, distribute or make available the same in any format to any other person.
6.2 This Clause 6.2 does not apply to Customers who are consumers. Subject to Clause 6.3 and any restrictions specified in the relevant Quote, RELLO grants the Customer a perpetual, non-exclusive right to use the Intellectual Property Rights in material provided to the Customer by RELLO in relation to the provision of The Rello Marketplace solely for the sale, distribution and/or making available of the same to its own clients, provided that such sale, distribution or making available is subject to an obligation on the recipient to use the same only for its own personal, non-commercial purposes and not to sell, distribute or make available the same in any format to any other person.
6.3 The Customer acknowledges that, in respect of any Intellectual Property Rights in any material licensed to RELLO by third parties and provided to the Customer by RELLO in relation to the provision of The Rello Marketplace, the Customer’s use of the same is conditional on RELLO obtaining a licence from the relevant licensor on such terms as will entitle RELLO to license such rights to the Customer.
6.5 Each party shall keep strictly confidential all Confidential Information and all Intellectual Property Rights received from or on behalf of the other party, or otherwise relating to the Agreement.
6.6 Each party undertakes only to use the other party’s Confidential Information and Intellectual Property Rights for the purposes envisaged by these Terms and in all cases shall only disclose the same to such of its employees, agents and sub-contractors who have a need to know the same for the purposes of these Terms, and who are subject to a written equivalent obligation of confidentiality.
6.7 The requirements of confidentiality in this Clause 6 shall not apply to any Confidential Information that a disclosing party can reasonably prove:
- is or became public knowledge other than through any act or omission constituting a breach of the Recipient’s obligations under this Agreement;
- by documentary evidence that the disclosing party was already in the Recipient’s possession and at its free disposal before the disclosure hereunder; and
- was received in good faith from a third party having no obligation of confidentiality and which is free to disclose such Confidential Information; and/or
- is required to be disclosed by law.
7.1 The Agreement may be terminated for cause by either party, with immediate effect, from the date of service on the other of written notice if the other party is in breach of any material obligation under the Agreement and, if the breach is capable of remedy, that party has failed to remedy such breach within 10 Business days of receipt of notice so to do.
7.2 Without affecting any other right or remedy available to it, either party may terminate this Agreement for convenience by giving not less than 20 Business Days written notice to the other party.
7.3 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving [written] notice to the other party if:
- the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
- the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;
- the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
- the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors; or
- the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
8.1 Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) any other liability which cannot be limited or excluded by applicable law.
RELLO’s liability for all other losses suffered by the Customer shall be as set out in the remainder of this Clause 8.
8.2 Subject to Clauses 8.1, 8.3, 8.4 and 8.5 if RELLO fails to comply with these Terms, it is responsible for loss or damage the Customer suffers that is a foreseeable result of the breach of the Agreement or negligence, but is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of RELLO’ breach or if they were contemplated by the Customer and RELLO at the time of entering into these Terms.
8.3 This Clause 8.3 does not apply to Customers who are consumers. RELLO will have no liability to the Customer for any:
- loss of profit;
- loss of business;
- business interruption;
- loss of business opportunity;
- loss of revenue (anticipated or actual);
- loss of savings (anticipated or actual);
- loss of or damage to reputation or goodwill;
- loss or corruption of or damage to data; or
- any special, incidental, consequential or indirect loss or damage whatsoever.
8.4 Service Providers are not RELLO’ employees or group companies. Service Providers are separate businesses independent of RELLO and they have no authority to act on behalf of RELLO or bind RELLO in any way. The Customer will have a direct contractual relationship with any Service Provider providing a Service to it and, except where RELLO has failed to comply with its obligations set out in Clause 3.1. RELLO will have no liability for any act or omissions of the Service Provider, including without limitation, relating to any failures or negligence or defect in the Services and related materials they provide.
8.5 This Clause 8.5 does not apply to Customers who are consumers. Except for its liability under Clause 8.1, RELLO’ total liability to the Customer is limited to £100.
9. ASSIGNMENT AND SUB-CONTRACTING
Rello may at any time assign, subcontract, delegate, or deal in any other manner with any or all of its rights under these Terms, and will always notify the Customer in writing if this happens, but this will not affect the Customer’s rights or obligations under these Terms.
No variation of these Terms shall be effective unless it is in writing and signed by both parties (or their authorised representatives).
11.1 A waiver of any right or remedy under these Terms or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
11.2 The failure of either party to require the performance of any of the terms of the Agreement or the waiver by either party of any default under the Agreement will not prevent a subsequent enforcement of such term, nor be deemed a waiver of any subsequent breach.
12.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
12.2 If any provision or part-provision of these Terms is deemed deleted under the preceding clause 12 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
13. STATUS OF THE PARTIES
Nothing in the Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other and neither party shall have authority to act in the name or on behalf of or otherwise bind the other in any way.
14. THIRD PARTIES
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
15.1 Any notice given to a party under or in connection with these Terms shall be in writing and shall be:
a) delivered by hand or by pre-paid first-class post or by next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
b) sent by email to the email set out on the Contact section of our website.
15.2 Any notice shall be deemed to have been received:
a) if delivered by hand, at the time the notice is left at the proper address;
b) if sent by a next working day delivery service, at 9.00 am on the second Business Day after posting; or
c) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
15.3 This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16. ENTIRE AGREEMENT
16.1 These Terms constitute the entire Agreement between the parties and supersedes and extinguishes all previous Agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
16.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
17. JURISDICTION AND GOVERNING LAW
17.1 The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Site, although we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other relevant country.
17.2 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.