LandLounge.com - UK development land for sale and building land for sale

Terms & Conditions

IMPORTANT:

THESE TERMS AND CONDITIONS SHOULD BE READ CAREFULLY BY PROSPECTIVE SELLERS AND BUYERS AND THEIR RESPECTIVE LEGAL AND PROFESSIONAL ADVISORS.
LEGAL AND OTHER MATTERS RELATING TO THE SALE AND PURCHASE OF PROPERTY IN THE UNITED KINGDOM CAN BE COMPLEX AND WE CANNOT STRESS TOO STRONGLY THAT PROFESSIONAL ADVICE SHOULD BE TAKEN TO ENSURE YOU ARE AWARE OF THESE COMPLEXITIES.
BUYERS: ANY PERSON TO WHOM WE INTRODUCE A PROPERTY WILL BE LIABLE TO PAY US AN INTRODUCTION FEE IN ACCORDANCE WITH THE PROVISIONS OF CLAUSE 9.
SELLERS: BY ENTERING INTO THIS AGREEMENT WITH US YOU AGREE THAT WE ARE NOT OBLIGED TO FORWARD ANY PARTICULARS OR OTHER DETAILS BY WHICH YOU OR YOUR PROPERTY MAY BE IDENTIFIED TO ANY PROSPECTIVE BUYER WHO DOES NOT AGREE TO BE BOUND BY THESE TERMS AND AUTHORISE AND REQUEST US NOT TO FORWARD ANY OFFERS SUBMITTED BY ANY SUCH BUYER TO YOU.

1 Our contract

You will be deemed to have entered into a binding contract with us on the following terms and conditions if you use or register with or subscribe to our site and/or:

1.1	if you are or represent a prospective seller, you or any person on your behalf at any time (whether before or after an introduction):
	1.1.1	offer any property for sale by means of our site; and/or
	1.1.2	invite, instruct or otherwise authorise us to offer any property for sale; and/or
	1.1.3	contact a prospective buyer introduced by us; and/or
	1.1.4	offer to sell any property to a prospective buyer introduced by us; and/or
	1.1.5	otherwise act upon an introduction
	in each case whether directly or indirectly and by any means whatsoever
1.2	if you are or represent a prospective buyer, you or any person on your behalf at any time (whether before or after an introduction):
	1.2.1	invite, instruct or otherwise authorise us to introduce any property offered for sale to you; and/or
	1.2.2	contact a prospective seller introduced by us; and/or
	1.2.3	offer to buy any property from a prospective seller introduced by us; and/or
	1.2.4	otherwise act upon an introduction
	in each case whether directly or indirectly and by any means whatsoever
1.3	For the purposes of these terms and conditions an ‘introduction’ is any means by which the availability of any property for sale is communicated by us to a prospective buyer or a prospective buyer’s interest in acquiring any property for sale is communicated by us to a prospective seller (in each case whether actual or prospective, present or future) whether by means of our site or by post, facsimile, e-mail, telephone or other means of communication and whether such communication is directed specifically to the prospective buyer or prospective seller or generally to the prospective buyer or the prospective seller and others or otherwise; and ‘introduce’ and similar expressions shall be interpreted accordingly.

2 Registration

2.1	You acknowledge that you have provided us with accurate and complete registration information and that it is your responsibility to inform us of any changes to that information (including your email address) by emailing info@landlounge.com.
2.2	Each registration is for a single organisation only as included in your registration information. On registration, you will be allocated a user name and password (‘ID’). You may choose to authorise your employees (together ‘Users’) to use your ID whilst carrying out the business of your organisation. You are responsible for all use of our site and service by all such Users and anyone else using your ID and for preventing unauthorised use of your ID. You must ensure that your Users comply with the terms of this agreement and all reasonable user terms made available on our site.
2.3	If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of your ID, you must notify us immediately by emailing info@landlounge.com. If we reasonably believe that your ID is being used in any way which is not permitted by this agreement, we reserve the right to suspend access rights immediately on giving notice to you and to block access from your ID until the issue has been resolved.

3 A UK business service only

3.1	Our site and our services are directed exclusively at commercial enterprises based in the United Kingdom.
3.2	You represent to us and:
	3.2.1	if you are or represent a prospective buyer, to all persons advertising properties for sale through our site or otherwise using our services in connection with the prospective sale of any property; or,
	3.2.2	if you are or represent a prospective seller, to all persons using our site or otherwise using our services in connection with the prospective purchase of any property;
	that your use of our site and of our services is for purposes integral to your business.

4 Particulars (Prospective Sellers)

4.1

General

4.1.1

You are responsible for ensuring the accuracy of all measurements areas details leases and other matters referred to in the particulars of the property concerned and all other matters subject to which the properties are sold or have the benefit of.

4.1.2

You must take all reasonable steps to ensure that all statements, whether written or oral, about any such property are accurate and not misleading.

4.1.3

You must confirm whether or not any particulars prepared by us in relation to any such property are accurate and must draw to our attention anything that is or may be inaccurate or misleading.

4.1.4

You agree to be responsible for all our losses arising out any breach by you of these obligations.

4.2

Editing Material

Our site allows you to submit material for inclusion on it. Whilst we do not control the submission of material, we do reserve the right to delete, move and edit any material submitted.

4.3

Restricted Material

4.3.1

You are solely responsible for the material you submit to our site or otherwise provide to us in connection with our service and by submitting or providing any material you agree to follow the following rules.

4.3.2

You may not submit or otherwise to provide to us any material which:

4.3.2.1	contains any material which you do not have permission to use (including material which may be protected by copyright, trade marks, database rights or any other form of intellectual property right);
4.3.2.2	contains viruses or any other components with harmful or contaminating effects on our site or any equipment connected to it; or
4.3.2.3	contains or links to any unlawful, threatening, abusive, defamatory or indecent material or material which is deliberately intended to upset other users.

4.3.3

You agree to be responsible for all our losses arising out any breach by you of these rules.

4.4

Licence to Use Material

By submitting material to our site or otherwise providing material to us in connection with our service you are granting us a perpetual royalty-free non-exclusive licence to reproduce, modify, translate, make available, distribute and allow others to use any material you submit or otherwise provide in whole or in part or in any form.

5 Particulars (Prospective Buyers)

5.1	General
	5.1.1	Prospective buyers are advised to check the particulars relating to the properties introduced by us to ensure that they are satisfied as to the accuracy of all measurements areas details leases and other matters referred to in the particulars of the property concerned and all other matters subject to which the properties are sold or have the benefit of. Prospective buyers are also advised to check that any contents fixtures or fittings expressed to be included in the sale are the property of the prospective seller concerned. The above should be done by making an inspection of the property and by making all necessary enquiries with the prospective seller and the prospective seller’s professional advisers. Prospective buyers should also make all necessary searches and enquiries of appropriate authorities including local authorities. All measurements and areas referred to in the particulars are approximate only.
	5.1.2	Prospective buyers will be considered to have inspected the relevant property and have made all necessary and appropriate enquiries and searches.
5.2	Plans and Photographs
	5.2.1	All location plans in the particulars relating to the properties introduced by us are to enable prospective buyers to locate the property. The plans are photographically reproduced and are therefore not to scale and are for identification purposes only. Such plans or photographs are not intended to be included in the contract of sale or other disposal of the property.
	5.2.2	No guarantee is given as to the accuracy of the photographs indicating the property proposed to be sold.
	5.2.3	No guarantee is given that a photograph of a property shows the state or condition of the property at the date of the sale or at any time after the date of introduction.
	5.2.4	Prospective buyers must rely on inspection of the property concerned and their own enquiries of the prospective seller and the prospective seller’s professional advisers as to the full description and extent of the area of the relevant property to be sold.

6 ‘Off Market’ Marketing Services

6.1	If you are a prospective seller and request to use our ‘off market’ marketing service, you agree that we shall only approach potential buyers on our ‘off market’ mailing list from time to time and that we shall not be required to forward any particulars or other details in relation to you or your property to any person firm company or other undertaking who is not on such list.
6.2	Whilst prospective buyers are subject to the provisions of confidentiality contained in clause 10 below we cannot guarantee that any particulars or other details in relation to you or your property will be kept confidential by third parties and accordingly you agree that we shall have no liability for any loss or damage (direct, indirect, consequential or otherwise), loss of income, gains or profits or other loss or damage to you or your business whatsoever and howsoever arising out of the provision of any particulars or other details in relation to you or your property to any third party or their use by any such third party.

7 Survey and Inspection

7.1

Structure, Contamination etc

7.1.1

Prospective buyers are strongly advised to consult their professional advisers in respect of the structure and possible contamination or pollution of the property to be sold. If necessary a full structural and environmental survey should be carried out by a professionally qualified person.

7.1.2

Prospective buyers must satisfy themselves as to:

7.1.2.1	the state of the structure of any property or any fixtures and fittings or other items included in the sale of the property;
7.1.2.2	the type of structure or whether any such structure is adequate or properly constructed in relation to the state of repair or suitability of such structure or the fixtures, fittings or other equipment at the property;
7.1.2.3	any environmental pollution or contamination relating to the property.

7.2

Inspection

Inspection of properties can only be made with our consent and you should contact us to make the appropriate arrangements.

8 Estimated Prices etc

8.1	Any estimates or suggestions given by us to prospective buyers relating to the price at which a property will or may be sold cannot be accepted by the prospective buyer as a valuation. Any sum may only be accepted as an estimate of the price that we consider the property may be sold for. Also, any estimates or suggestions given by us to prospective buyers relating to the current or future open market rental for the whole or part of the property must not be accepted as valuations but only estimates.
8.2	In no case have we carried out full valuations of the properties to be sold.
8.3	Prospective buyers should satisfy themselves by referring to their own professional advisers to establish that any estimates or suggestions given us as to the expected purchase price or current or future or rental value of properties are accurate.
8.4	We accept no responsibility for any loss, damage, costs or expenses incurred or suffered by a prospective buyer as a result of acting on such estimates or suggestions.

9 Introduction fee

9.1

Buyer’s Introduction Fee

9.1.1

By using or registering with or subscribing to our site and/or directly or indirectly:

9.1.1.1	registering with us to receive particulars of properties offered for sale; or
9.1.1.2	Inviting, instructing or otherwise authorising us to introduce any property offered for sale to you;
9.1.1.3	contacting a prospective seller introduced by us;
9.1.1.4	offering to buy any property from a prospective seller introduced by us; or
9.1.1.5	otherwise acting upon an introduction
you agree to pay our introduction fee in accordance with this agreement.

9.1.2

Our introduction fee will be payable

9.1.2.1	in the event that: (a) you; and/or (b) any person firm company or other undertaking with whom you are associated (within the meaning of section 435 of the Insolvency Act 1986); and/or (c) any company or other undertaking in which you and/or any person firm company or other undertaking with whom you are associated (as aforesaid) hold or are beneficially interested in more than a total of 5 per cent of any single class of the securities or of the capital as the case may be acquire or enter into a legally binding agreement to acquire a property from a prospective seller introduced by us; and/or
9.1.2.2	in the event that: (a) you; and/or (b) any person firm company or other undertaking with whom you are associated (within the meaning of section 435 of the Insolvency Act 1986); and/or (c) any company or other undertaking in which you and/or any person firm company or other undertaking with whom you are associated (as aforesaid) hold or are beneficially interested in more than a total of 5 per cent of any single class of the securities or of the capital as the case may be enter into any joint venture, collaboration or other agreement or arrangement in relation to any property with a prospective seller introduced by us; and/or
9.1.2.3	in the event that you effectively introduce (directly or indirectly) a prospective seller to any other person firm company or other undertaking resulting in that person firm company or other undertaking acquiring or entering into a legally binding agreement to acquire a property from a prospective seller introduced by us.

9.1.3

Unless otherwise agreed in writing by a duly authorised representative of Landlounge.com our introduction fee shall be:

9.1.3.1	Acquisition of a freehold, long leasehold or other such interest for a capital sum 2% of the purchase price of the property concerned;
9.1.3.2	Joint venture or collaboration with seller 2% of any and all amounts (in money or moneys worth) to which the prospective seller is or may become (directly or indirectly) entitled under or pursuant to or in consequence of entering into the joint venture, collaboration or other agreement or arrangement in relation to the property concerned;
9.1.3.3	Acquisition of a shorter leasehold or other such interest at 10% of the amount or value of any rent or other payment in the nature of rent payable by the prospective buyer in relation to the property concerned in the period of 12 months following completion or (if applicable) from the expiry of any rent free period
(in each case) plus VAT

9.1.4

You shall promptly provide us with all such information as we may require to enable us to calculate our introduction fee and shall, if so requested by us, at your own expense provide to us a report from your solicitor or conveyancer as to accuracy of such information.

9.1.5

Our introduction fee shall become due:

9.1.5.1	in the case of a joint venture, collaboration or other agreement or arrangement to which the provisions of clause 9.1.3.2 apply, on the date on which the agreement or arrangement is entered into; and,
9.1.5.2	in all other cases, on the date on which the acquisition of the property concerned is completed.
(in each case) plus VAT

9.1.6

If our introduction fee is not paid promptly in accordance with the provisions of clause 9.1.5 (as to which time shall be of the essence) then in addition to the introduction fee specified in clause 9.1.3 we reserve the right to charge a surcharge on such introduction fee in the sum of £10,000 plus VAT.

9.1.7

Unless otherwise agreed in writing by a duly authorised representative of Landlounge.com, by entering into this agreement with us you undertake and agree to put your solicitor or conveyancer in funds to pay our introduction fee in accordance with the provisions of clause 9.1.5 and authorise them to pay our introduction fee in accordance with this agreement.

9.1.8

In default of the appointment of a solicitor or conveyancer or of the payment of our commission by your solicitor or conveyancer in accordance with clause 9.1.7, you agree to pay our introduction fee to us on the due date for payment under clause 9.1.5.

9.2

No deduction or set off

Our introduction fee must be paid in full on the due date without making any deduction or set off of any kind from them.

9.3

VAT

Our introduction fee is stated exclusive of any applicable value added tax, which you shall be additionally liable to pay to us.

9.4

Interest

We reserve the right to charge interest (both before and after any judgment) on any amount due to us from the due date for payment up to and including the date on which we receive payment in full in cleared funds at the rate of 15% per annum.

9.5

Other agents commission warning

Prospective sellers must be aware that if they have separately instructed some other agent to act on their behalf in relation to the sale of a property they may still be liable to pay commission to such agent notwithstanding the fact that Landlounge.com has introduced the prospective buyer and/or that the prospective buyer is liable to pay an introduction fee to Landlounge.com pursuant to this or any other agreement.

10 Prospective buyer’s obligation of confidentiality

10.1	If you are or represent a prospective buyer, you must ensure that neither you nor any other person for whom you are responsible discloses any information provided by us relating to any property offered for sale by a prospective seller introduced by us to any other third party.
10.2	You undertake that if you or any other person for whom you are responsible disclose (directly or indirectly) any such information to a third party and that third party (or any person firm or company associated with that third party) subsequently acquires any property offered for sale by a prospective seller introduced to you by us you shall pay us an introduction fee calculated and payable in accordance with the provisions of clauses 9.1 to 9.3 (inclusive) as if such property has been or is to be acquired by you.

11 Warranty of authority

You warrant that you have the necessary authority, power and capacity to enter into this agreement.

12 Exclusions and limitations

12.1	We do not represent or warrant that access to our site, or any part of it will be uninterrupted, reliable or fault free.
12.2	We do not represent or warrant that any services (whether or not provided by us) will be provided with due care and skill.
12.3	To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to our negligence) which we may otherwise have to you as a result of:
	12.3.1	any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to our site or any information on our site;
	12.3.2	the unavailability of our site (or any part of it) or of our services;
	12.3.3	any delay in providing, or failure to provide or make available, any of our services or any negligent provision of our services;
	12.3.4	any misrepresentation on or relating to our site, the properties offered for sale on our site or our services (other than a fraudulent misrepresentation made by us or on our behalf); or
	12.3.5	the provision of any particulars or other details in relation to you or your property to any third party or their use by any such third party.
12.4	Our maximum liability to you and your business shall be:
	12.4.1	in respect of your use of our site only, the sum of £100; and,
	12.4.2	in respect of any other liability under this agreement, the amount or value of any introduction fee payable to us in respect of the prospective sale or purchase of the property in respect of which the liability concerned arose or the sum of £10,000 whichever shall be the lower.
12.5	You agree that we shall have no liability for indirect or consequential losses, loss of data, income, gains or profits or damages for loss of or damage to property.
12.6	You agree that each of these limitations is reasonable having regard to the nature of our site.
12.7	None of the exclusions or limitations in this clause 12 shall exclude or restrict our liability for death or personal injury caused by our negligence.
12.8	None of the above exclusions shall affect any statutory rights which are not capable of being excluded.
12.9	Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.

13 Termination of agreement

13.1	Either party may terminate this agreement at any time on giving not less than 30 days notice in writing to the other.
13.2	Any rights that have accrued to either party at the date of termination will remain enforceable after termination.
13.3	Without prejudice to the provisions of clause 13.2, you shall remain liable to pay us any introduction fee to which we are entitled in respect of any introduction made by us during the continuance of this agreement.

14 Limited Rights to Use Content

14.1	All material displayed on our site (‘Content’) belongs us or to the persons advertising properties for sale through our site or its use is licensed to such persons by their professional advisors and others. Subject to clause 14.2, you may:
	14.1.1	retrieve and display the Content on a computer screen; and,
	14.1.2	print individual pages on paper and store such pages in electronic form on disk and on your own personal computer or internal server (but not on any other server or other storage device connected to an external network).
14.2	You may not (without contacting us to obtain prior written permission):
	14.2.1	redistribute any of the Content (including by using it as part of any library, archive or similar service);
	14.2.2	remove the copyright or trade mark notice from any copies of the Content made under this agreement;
	14.2.3	create a database in electronic or structured manual form by systematically downloading and storing all or any of the Content; or
	14.2.4	except as expressly set out above, modify, reproduce or in any way commercially exploit any of the Content.

15 Links to other sites

Certain links, including hypertext links, in our site will take you outside our site. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site.

16 General

16.1	Third party rights
		Where in these terms representations and warranties are made to us and to persons advertising properties for sale through our site, you acknowledge and agree that such representations and warranties are intended to grant rights to, and operate for the benefit of, all such persons and that each such person may rely upon and enforce such representations and warranties against you by virtue of the Contracts (Rights of Third Parties) Act 1999.
16.2	Variations
		We reserve the right at any time without notice to revise the content of our site (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions of use.
16.3	The use of your information
		You agree that we may collect, store, and use information about you in accordance with our privacy policy. You acknowledge and agree to be bound by the terms of our privacy policy.
16.4	Access
		We reserve the right in our sole discretion to deny users access to our site or any part of our site without notice and to decline to provide the service to any user that is in breach of these terms and conditions of use.
16.5	Events beyond our control
		We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing our services through our site resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, fire, explosion or accident.
16.6	Applicable law and jurisdiction
		These terms and conditions (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by and interpreted in accordance with English law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of English courts.
16.7	Unenforceability
		The enforceability or otherwise of any provisions of these terms and conditions shall not affect the enforceability of the rest of these terms and conditions.

17 Definitions

In these terms and conditions:
17.1	‘our site’ means our presence on the Internet;
17.2	‘our’, ‘we’ and ‘us’ means Landlounge.com Limited and, where applicable, its officers, employees and authorised agents;
17.3	‘property’ means and includes any land or buildings and/or any estate or interest in any land or buildings;
17.4	‘purchase price’ means and includes, in relation to any property, any amount (in money or moneys worth) payable for or in respect of such property under the agreement to acquire or sell it including (without limitation) the consideration expressed to be payable under any such agreement, the value of any other consideration for the sale or purchase of such property (whether passing between the parties thereto or any third party or parties) including any land, buildings or other asset given in exchange for the property concerned, any option fee and any premium or other capital payment for any interest other than a freehold interest; and, where no value is attributed to such consideration or the payment of such consideration is or is expressed to be conditional upon the happening of any event or satisfaction of any other condition or to be determined by reference to the value of such property after the happening of any event or satisfaction of any other condition, the purchase price (or the relevant part thereof) shall be such amount as we (acting reasonably and in good faith) consider to be the likely amount or value of the consideration therefor either at the date of the agreement concerned or (where applicable) upon the happening of such event or satisfaction of such condition;
17.5	‘you’ and ‘your’ include any business with which you are associated and on behalf of which you use our site and/or our services (‘your business’) and includes any prospective buyer or prospective seller as the context so admits.

LandLounge Development Services Terms & Conditions

These Terms and Conditions are supplied in addition to the Standard LandLounge Terms and Conditions and relate specifically to the services provided by us as defined in Clause 18 below. Our Standard Terms and Conditions also apply and where there is any conflict between the two then our Standard Terms and Conditions shall take precedence. Upon your request for any of our services, as described in Clause 18 below, you agree to be bound by these Terms and Conditions in addition to the Standard LandLounge Terms and Conditions.

18 Role Of LandLounge

We act solely as an introductions service, connecting buyers and service providers. We are not responsible for anything that may occur after you are put into contact with a service provider.

Once you are put into contact with a service provider by us, any communication with, provision of information to or decision to agree and/or complete a transaction with that service provider is at your sole discretion and is your sole responsibility. Accordingly, any transaction, discussion or payment conducted and/or agreed between you and a service provider shall be deemed to have occurred directly between you and that service provider and without the participation of, or any recourse to, LandLounge. We do not take any responsibility for any such transaction, discussion or payment conducted and/or agreed between you and any service provider.

Whilst it is our intention to connect buyers with reputable and experienced service providers we do not approve, recommend or endorse in any way any service, information, transaction or service provider.

In the event that you have any right, claim or action against any service provider arising from their use or misuse of our site or conduct outside our site, you agree to pursue such right, claim or action independently of and without recourse to us, and you release and hold harmless LandLounge (and our shareholders, subsidiaries, affiliates, officers, directors, agents and employees) from and against any demand, claim, liability, damage, loss, cost and expense (including legal fees and expenses) arising from or in any way connected with such right, claim or action. However, we may in our sole discretion, and without being under any legal obligation to do so, investigate complaints notified to us by users, discuss them with any or all parties concerned and take any action that we deem appropriate.

19 User Identity

LandLounge are unable to verify the purported identity of service providers, their suitability to offer or provide any service or the validity or accuracy of the information that they provide. Once you have been put into contact with a service provider, we would encourage you to communicate with them directly in order to ask any questions you may have or to verify the identity of or information provided by that service provider, as well as to ascertain the suitability of or potential risks involved with that service provider and conducting a transaction with them, including their ability to legally offer and provide services in your country of residence. You may also wish to consider other external means to carry out any such verification (such as consulting any trade or industry associations to which a service provider belongs or requesting a list of professional qualifications or references for the service provider).

20 Buyers

By agreeing to or implying that you will receive and/or pay for a service from a service provider, you may be entering into a legal relationship with that service provider and, accordingly, may be responsible (among other things) for any refusal to receive and/or pay for that service (including any applicable taxes on the payment) and/or any materials used in providing that service. We are not party to, and accordingly have no responsibility for, any relationship, communication, payment or transaction between you and a service provider as a result of your being put in contact with that service provider by LandLounge.

21 Use Of Buyers Information

Our service involves providing service providers access to buyers contact information. By accepting these Terms and Conditions as a buyer, you agree that we may pass your contact information to certain service providers and in doing so you agree that those service providers may contact you in connection with your request. We do not have any responsibility for the use or misuse of your contact or other information by service providers and if you object to or are concerned about this, you may not access or use our services.