Definitions. – In these Private Member Terms and Conditions the following terms shall have the following meanings: “Content” means any and all content and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, the Private Member to the MJDHUGHES Ltd website; “Contract” or “Agreement” means a contract for Services between MJDHUGHES Ltd and the Private Member governed by these Private Member Terms and Conditions “DPA” means the Data Protection Act 1998; “Fees”means the amounts due to MJDHUGHES Ltd by the Private Member under the Contract and set out or calculated in accordance with the terms of engagement (or as varied from time to time in accordance with clause 4.6); “Force Majeure Event” means an event beyond the reasonable control of the party affected by it; “Initial Term” means an initial term of the Contract, if any, as set out in the terms of engagement (as extended from time to time in accordance with clause 7.7) or agreed by the parties in writing; “Lead” means either an email, telephone call, by post, in person or any other means received by MJD HUGHES LTD “Minimum Term” any minimum order period or term; “Terms of Engagement” means the terms of engagement for Services (as agreed, amended or added to from time to time by the parties in writing) indicating the Services to be provided under the Contract; “Personal Data” means as the same is defined by the DPA; “Private Private Member” means the Vendor; “Relevant Requirements” means all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010; “Services” means the services to be provided by MJDHUGHES Ltd as set out in the terms of engagement and which may include any, or a combination, of the following: A process facilitating the upload by the Private Member of property details (including images) to the Website; Displaying the property of the Private Member on the Website; The provision of Leads to the Private Member; The provision of advertising services to the Private Member; Any other services provided by MJDHUGHES from time to time. “Start Date” a start date for the Contract as may be specified in the terms of engagement; “Unique User” means a uniquely identifiable visitor to the Website within any calendar month; “Upload Systems” means any system made available by MJDHUGHES Ltd to the Private Member to facilitate the supply of Content to the Website; “Vendor” means the Private Member(s) selling a business or commercial property on the Website; “Video Content” means any audio-visual multimedia Content in a video format. “Video Content Criteria” means the video content criteria notified to the Private Member from time to time. “Website” means the website located at www.mjdhughes.com and any other website whose domain is owned or controlled or powered by MJDHUGHES Ltd “Working Day” means any day other than Saturday and Sunday and Bank Holidays on which the banks in London are open for normal business; “MJDHUGHES Ltd” or “the Company” means MJDHUGHES Ltd, a company incorporated in England and Wales with Company No. 10385651 whose Registered Office is at The Catalyst, Baird Lane, Heslington, York YO10 5GA

1 Contract between MJDHUGHES Ltd and the Private Member
1.1. No Contract shall subsist until (a) unless waived by MJDHUGHES Ltd a terms of
engagement document has been completed and signed by the Private Member and is received by MJDHUGHES Ltd and until (b) the later of the Start Date (if any) and MJDHUGHES Ltd commencing provision of Services (whether by facilitating display of Content on the Website (or otherwise) whereupon MJDHUGHES Ltd and the Private Member shall be deemed to have entered into a legally binding Contract on the Private Member Terms and Conditions set out herein.
1.2. The Contract shall be between MJDHUGHES Ltd and the Private Member and shall comprise the terms of engagement and these Private Member Terms and Conditions and shall constitute the entire agreement between the parties to the exclusion of all previous terms and conditions.
1.3. In the event of any conflict between these Private Member Terms and Conditions and the terms of engagement, these Private Member Terms and Conditions shall prevail.
1.4. All Contracts between MJDHUGHES Ltd and a Private Member shall be governed by these Private Member Terms and Conditions.
1.5 From time to time, MJDHUGHES Ltd may amend these Private Member Terms and Conditions and reserves the right to do so in its absolute discretion, acting reasonably, at any time without prior notice to the Private Member. Any changes will be posted on the Website and become effective at the time of posting.
1.6. MJDHUGHES Ltd reserves the right to reject any terms of engagement and/or refuse to enter into a Contract or provide any Services to a third party at its absolute discretion, including where it believes the quality of its Content is not or will not be of a professional standard commensurate with that of its Private Members generally.

2 Services
2.1. Subject to these Private Member Terms and Conditions, MJDHUGHES Ltd will provide the Private Member with the Services in accordance with the terms of engagement.
2.2. MJDHUGHES Ltd may vary the Services from time to time with or without notice to the Private Member.

3 Content and Obligations
3.1. The Private Member warrants and represents that:
3.1.1. it is the Vendor and does not act as a consumer in relation to the Contract;
3.1.2. any individual who has signed and/or otherwise agreed to these Private Member Terms (as updated from time to time) on its behalf has the requisite corporate authority to contract on behalf of that Private Member;
3.1.3. Content will comply with all applicable laws, regulations and codes of practice in the
United Kingdom, will not be defamatory or infringe any copyright, trade mark or other
intellectual property rights or rights of any third party whatsoever and will not contain any Personal Data;
3.1.4. any Video Content will
(i) be of a good quality in the reasonable opinion of MJDHUGHES Ltd and comply with this Video Content Criteria,
(ii) only contain images related to the relevant property,
(iii) not contain any Personal Data,
(vi) not contain any advertisement of any other products or services of the Private Member or any third parties, except for a ‘powered by’ logo of the production company.
3.1.5 it is responsible for the integrity of the Content which is in all respects true, complete
and accurate to the best of the Private Member’s knowledge and belief and the Private Member shall promptly update or correct Content on becoming aware of any errors or inaccuracies and shall provide such assistance as MJDHUGHES Ltd shall reasonably require to identify and remedy any unauthorised use of Content;
3.1.6. within no more than 3 Working Days of
(i) a property going “under offer”,
(ii) a sale or leasing contract being entered into in respect of a property, or
(iii) the property being taken off the market, the Private Member will either advise MJDHUGHES Ltd via email or post the status of the property details so that it may be displayed as “under offer” “sold” or “let” as appropriate on the Website or will similarly advise for the removal of the property so that it is no longer displayed on the Website;
3.1.7. it has the authority to market the properties in the Content;
3.1.8. it holds all necessary authorities, consents and licences necessary to use, display,
reproduce, publish the Content and has authority to and grants MJDHUGHES Ltd a licence of the Content on the terms set out in clause 3.2;
3.1.9. it has read and will abide by all notices posted on the Website from time to time that
are relevant to the provision of the Services;
3.1.10 each of its branch offices will only upload details of properties they have received
instructions for specifically at each branch office location, and that no branch office will upload details of properties originating from any other branch office location;
3.1.11. it shall not use the name MJD HUGHES Ltd, or any name associated with MJD
HUGHES Ltd in a defamatory or derogatory manner or in any way that might bring MJD HUGHES Ltd or its directors or employees into disrepute nor shall the Private Member misuse or deface (or allow to be misused or defaced) any Marketing Materials provided to it;
3.1.12. it will abide by any applicable industry code of conduct or guidelines issued by any
relevant trade organisation and will abide by all applicable laws and regulations applying to or affecting Private Members including, but not limited to, Consumer Protection from Unfair Trading Regulations 2008 and the Business Protection from Misleading Regulations 2008;
3.1.13. it will allow MJDHUGHES Ltd to advertise properties registered on any medium.
MJD HUGHES Ltd are permitted to place such properties on third party internet based sites. The Private Member will allow use of a trackable telephone number on third party sites to enable MJD HUGHES Ltd to effectively monitor Leads and take no actions that would interfere with such monitoring, and the Private Member agrees that MJD HUGHES Ltd and its suppliers may record all telephone calls for the purposes of monitoring Leads delivered or replaying Leads to MJD HUGHES Ltd or Private Members; and
3.1.14. it shall ensure that only its authorised persons have access to the Services and any
upload systems and that where it provides Content it shall only do so in a format compatible with any technical specifications issued by MJD HUGHES Ltd from time to time. The Private Member agrees to use this format to display details of the property only, as laid out, and not to use these areas to advertise ancillary company information.
3.2. The Private Member grants MJD HUGHES Ltd a non-exclusive, royalty free, perpetual licence to copy, reproduce, display, sell, publish, adapt and otherwise use the Content or data or other information derived therefrom for any purpose whatsoever (including entering into agreements with third parties for the provision of the Content or data derived therefrom). This licence shall survive termination of the Contract. The Private Member agrees that MJD HUGHES Ltd may, but shall not be required to, identify the Private Member as the source of the Content on the Website or in any other medium through which the Content or any derivative thereof is published or displayed.
3.3. MJD HUGHES Ltd
3.3.1. may in its absolute discretion, at any time and without notice to the
Private Member, remove, cause to be removed or decline to display any Content on the Website
3.3.2. may without prejudice to the rights of MJD HUGHES Ltd as set out in 3.3.1
above, require the Content to be amended at any time if MJD HUGHES Ltd
considers or has reason to believe that the Private Member is in breach of the Contract or any applicable law or regulation or where it deems in its absolute discretion the Content to be of poor quality in terms of presentation, information provided or otherwise; and
3.3.3 reserves the right to charge the Private Member for additional fees or in a manner it
deems appropriate or on a per property basis if MJD HUGHES Ltd has reason to
believe that Content uploaded by any of the Private Member’s branch offices is in breach of clause 3.1.10 above.
3.4. The Private Member acknowledges and agrees that:
3.4.1 it will continue to be bound by these Private Member Terms irrespective of whether
(i) the individual who has signed and/or agreed to the Private Member Terms on its behalf subsequently ceases to be employed or otherwise engaged by the Private Member or subsequently ceases to be authorised to act on behalf of the Private Member, or
(ii) the whole or substantially whole of the Private Member’s assets are sold or transferred to a different legal entity;
3.4.2. MJD HUGHES Ltd shall be under any obligation to monitor or censor the Content that appears on the Website but MJD HUGHES Ltd reserves the right for itself to do so;
3.4.3. MJD HUGHES Ltd is not responsible for any error or omissions in any Content;
3.4.4. MJD HUGHES Ltd will take reasonable care to ensure that any data provided is accurate and up to date but makes no representation or warranty about the accuracy or completeness of such data and the data is not intended to be, and must not be treated by a Private Member as, comprehensive but an aggregation of the content and data available to MJD HUGHES Ltd at the time of provision;
3.4.5. technological failure may impede the provision of the Services or prevent access to all or any part of the Content displayed on the Website or to any upload systems. MJD HUGHES Ltd makes no representation or warranty that the Website, the Services, the Content or the Upload Systems will be accessible or available at all times, or that the whole or any part of the Website, Services, the Content or Upload Systems will be free from error and while MJD HUGHES Ltd will make reasonable endeavours to notify the Private Member in advance, it may suspend temporarily or alter the operation of the Website, Services or the Upload System without notice to the Private Member;
3.4.6. it is responsible for and will pay all telecommunications and internet access charges
incurred by it when using the Website;
3.4.7. transmission of data over the internet can be subject to delays and errors and can
cause corruption of data for which MJD HUGHES Ltd shall not be responsible;
3.4.8 MJD HUGHES LTD may limit the number of photographs that may be displayed by the Private Member to 20 images per property;
3.4.9. in providing the Services, and in order to provide information of other MJD HUGHES LTD products and services, MJD HUGHES LTD and the Group Companies may, unless otherwise agreed in writing by MJD HUGHES LTD and the Private Member, contact the Private Member by electronic means, including e-mail and other electronic media and the Private Member shall maintain a valid working e-mail address for each of its branch offices and shall immediately notify the Company of any change of e-mail addresses;
3.4.10. it shall for the duration of the Contract, take reasonable steps to promote the
Website to its customers and display any Marketing Materials provided by MJD HUGHES LTD. MJD HUGHES LTD grants the Private Member a non-exclusive licence for the duration of the Contract to use, display and copy the Logo, MJD HUGHES LTD name and any trade or services marks used by MJD HUGHES LTD and copyright (or other intellectual property rights) contained in the Marketing Material; and
3.4.11. all intellectual property rights in the Services, technology supporting the Services
(including the Upload System) and the Website vest in MJD HUGHES LTD and/or its subcontractors and that the Private Member has no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract.
3.5. Any third party, purporting to act as an additional Vendor for or on behalf of a prospective Private Member, contracting with MJD HUGHES LTD for the provision for Services warrants and represents that it has the full and valid authority of that prospective Private Member to bind it and to the extent that
that third party exceeds its authority, and/or
the prospective Private Member refuses to such pay any Fees or charges that the third party shall be liable, on an indemnity basis, for all Fees and any other charges due hereunder.
3.6. The Private Member shall not publish, disclose, reproduce or create any derivative works from any information obtained pursuant to the Private Member’s use of the Services unless expressly agreed in writing by MJD HUGHES LTD.
3.7. The Private Member shall promptly notify MJD HUGHES LTD if there is any increase or decrease in the number of branch offices operated by the Private Member.
3.8. The Private Member shall promptly notify MJD HUGHES LTD in writing in the event:
(i) there are no longer any properties left for sale or rent in a Development; or
(ii) it decides that a Development should no longer be listed for any reason.

4 Fees
4.1. Fees (plus VAT and any other taxes or duties thereon) and any other charges due
hereunder shall be paid by the Private Member in accordance with these Private Member Terms and Conditions.
4.2. Where MJD HUGHES LTD shall invoice the Private Member, this will be done monthly in advance (or in arrears for Services provided either on a “one-off basis”) on or around the 1st day of each month and the invoice shall become payable 14 calendar days after the invoice date. The Private Member shall pay the such invices to MJD HUGHES LTD by direct debit (or by such other method as may be agreed in writing by MJD HUGHES LTD) on the due date to such account as MJD HUGHES LTD may from time to time advise and where payment is to be made by direct debit the Private Member hereby authorises MJD HUGHES LTD to collect the payment on the due date.
4.3. If the Private Member fails to pay any amount due to MJD HUGHES LTD by the due
date for payment then:
4.3.1. MJD HUGHES LTD reserves the right to charge interest on any
outstanding amounts at the rate of 4% per annum above NatWest Bank Plc’s base lending rate in force from time to time or such higher amount as may be permitted by statute from the due date until settlement of the outstanding sums or discharge of the debt; and
4.3.2. without prejudice to any other right or remedy available to MJD HUGHES LTD, MJD HUGHES LTD shall be entitled to terminate the Contract or suspend provision of the Services (in accordance with clause 7.3 or 7.4. respectively), remove any reference or prevent access to the Content submitted to the Website(s) without notice to the Private Member and until payment of all outstanding Fees is made in full.
4.4. MJD HUGHES LTD reserves the right to charge the Private Member its reasonable administration costs in dealing with any failed payments and/or its costs in relation to pursuing outstanding amounts (including legal fees and expenses).
4.5. MJD HUGHES LTD does not guarantee the quality or quantity of Leads it provides to its Private Members. No refunds or credits will be given by MJD HUGHES LTD for failure to provide a certain number of Leads.
4.6. Without prejudice to the generality of clause 1.3, and in addition to clauses 3.3.3 and
3.4.8, MJD HUGHES LTD reserves the right to vary its Fees and any structure of charges in place from time to time subject to providing 30 calendar days written notice to the Private Member. Any services provided after changes have taken effect will be subject to the relevant new Fees and/or new charging structure.

5 Liability
5.1. All warranties, conditions, representations or other terms implied by statute or common law in relation to the Website and any Services provided to the Private Member by MJD HUGHES LTD are excluded to the fullest extent permitted by law.
5.2. MJD HUGHES LTD shall not be liable to the Private Member under or in connection with the Contract for any loss of business, contracts, profits, anticipated profits, savings or data, or for damage to hardware and software, or for any indirect, special or consequential loss or damage whatsoever.
5.3. Except as provided in clause 5.4, the total liability of MJD HUGHES LTD to the Private Member for loss or damage under or in connection with the Contract (including any liability for negligence on the part of itself, its directors, employees, Vendors or assigns) shall not exceed the aggregate amount of Fees (exclusive of VAT) paid by the Private Member in the three months immediately preceding the month in which the Private Member incurred the loss or damage occasioning such liability to MJD HUGHES LTD. This limitation of liability may be further limited by the relevant Product Specific Terms and Conditions in respect of any claim relating to Services to which those Product Specific Terms and Conditions apply.
5.4. Nothing in the Contract shall exclude or limit liability for death or personal injury
resulting from the negligence of MJD HUGHES LTD or the Group or for fraud or any other liability that cannot be excluded or limited by law.
5.5. MJD HUGHES LTD shall not be liable for any liability caused by the Private Member’s breach of the Contract;
5.6. MJD HUGHES LTD shall not be liable to the Private Member for any liability of whatsoever nature incurred as a result of the Private Member using, altering or manipulating any
data provided by MJD HUGHES LTD or changing the manner in which such data is represented.
5.7. The Private Member accepts full liability for and shall indemnify MJD HUGHES LTD on demand against any and all claims, losses, damages, costs and expenses (including reasonable legal and other professional fees) incurred by MJD HUGHES LTD in relation to any third party claim arising from the Content or misuse by the Private Member of the Services except to the extent that the foregoing results directly from the negligence of MJD HUGHES LTD
5.8. The Private Member agrees that this clause 5 is fair and reasonable.

6 Confidentiality
6.1 MJD HUGHES LTD and the Private Member agree to keep any and all Confidential Information that is obtained about the other strictly confidential. “Confidential Information” means any information or matter concerning the business, finances, technology or affairs of the other party which is not in the public domain (other than by breach of this clause) but shall not include any information that either party is required to disclose by law or which has come into the public domain other than by breach of this clause. This clause shall survive termination of the Contract.

7 Termination and effect of termination
7.1. Each Contract shall continue until terminated in accordance with these Private Member Terms and Conditions.
7.2. Subject to clause 7.5, MJD HUGHES LTD or the Private Member shall be entitled to terminate the Contract at will where:
7.2.1. no Initial Term is specified in the Order Form, on at least 30 calendar days
written notice, to the other party such notice to expire at the end of a calendar month; and
7.2.2. an Initial Term is specified in the Order Form, on at least 30 calendar days
written notice (to expire at the end of a calendar month falling not before the expiry of the Initial Term).
7.3 Either party may terminate the Contract immediately upon written notice to the other
party if the other party
7.3.1. commits any material or persistent breach of the Contract and, in the case of
breaches capable of remedy, that other party fails to remedy the same within 14 calendar days of receipt of a written notice giving particulars of the breach and requiring it to be remedied; or
7.3.2. has a liquidator, receiver or administrative receiver appointed to it or over any part of
its undertaking or assets or shall pass a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction where the resulting entity shall assume all the liabilities of it) or a court of competent jurisdiction shall make an administrative order or liquidation order or similar order, or shall enter into any voluntary arrangement with its creditors or is unable to pay its debts as they fall due; or
7.3.3. if the other party is subject to a Force Majeure Event that continues for longer than
one month.
7.4. Without limiting any other rights contained in these Private Member Terms and Conditions or any relevant Product Specific Terms and Conditions, MJD HUGHES LTD may immediately, suspend provision of the Services or access to or temporarily remove any Content from the Website (or cause any of those things to occur) if the Private Member breaches the Contract and fails to rectify that breach immediately upon receipt of notice requiring rectification.
7.5. On termination of the Contract for whatever reason:
7.5.1. all Fees and any other sums due from the Private Member to MJD HUGHES LTD shall immediately become payable and the Private Member shall immediately pay MJD HUGHES LTD such sums in full;
7.5.2. the licences contained in any Product Specific Terms and Conditions shall immediately terminate; and
7.5.3. the Private Member shall immediately cease using the Services and permanently delete any access passwords for the Services or the Upload Systems.
7.6. Termination or suspension shall not affect the accrued rights or liabilities of MJD HUGHES LTD, or the Private Member nor, in the case of termination, any provision of the Contract which is expressed as surviving the Contract or which is required to survive the Contract to give effect thereto.
7.7. Where the provision of Services ordered by a Private Member are stated as being subject to a Minimum Term, the Private Member may not serve notice to terminate the Contract until the expiry of such Minimum Term and where a Private Member’s Initial Term expires before the expiry of such Minimum Term, the Initial Term shall be deemed extended until the expiry of the Minimum Term.

8 Force Majeure
8.1 Neither MJD HUGHES LTD nor the Private Member shall be liable for any delay or non-performance under the Contract caused by a Force Majeure Event provided that the party affected gives prompt notice in writing to the other party of such event and uses reasonable endeavours to continue to perform its obligations under the Contract.

9 Data Protection
9.1 The Private Member, and subject to clause 9.2 MJD HUGHES LTD, shall comply with the DPA in relation to use of Personal Data obtained from users of the Website, shall only use that Personal Data for the specific purpose(s) it was obtained for and shall take appropriate technical, organisational and security measures to prevent loss or unauthorised access or use of Personal Data.
9.2 The Private Member warrants and represents that, to the extent that it provides MJD HUGHES LTD directly or indirectly with the Personal Data relating to any individual it shall have obtained that individual’s consent to
(i) process, use and store that Personal Data for the purpose of providing of the Services and
(ii) transmit that Personal Data to MJD HUGHES LTD and other third parties
(including those in countries outside the European Economic Area that do not maintain adequate data protection standards) to process, use and store for the purpose of providing of the Services.

10 Compliance with Relevant Requirements
10.1 The Private Member shall:
10.1.1 comply with the Relevant Requirements;
10.1.2 not engage in any activity, practice or conduct which would constitute an offence
under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
10.1.3 have and shall maintain in place throughout the term of this agreement its own
policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and clause10.1.2, and will enforce them where appropriate;
10.1.4 promptly report to MJD HUGHES LTD any request or demand for any undue financial or other advantage of any kind received by the Private Member in connection with the performance of this agreement;
10.1.5 immediately notify MJD HUGHES LTD (in writing) if a foreign public official becomes an officer or employee of the Private Member and the Private Member warrants that it has no foreign public officials as officers or employees at the date of this agreement);
10.1.6 at the request of MJD HUGHES LTD, certify to MJD HUGHES LTD in writing signed by an officer of the Private Member, compliance with this clause 10 by the Private Member. The Private Member shall provide such supporting evidence of compliance as MJD HUGHES LTD may reasonably request.
10.2 Breach of this clause 10 shall be deemed a material breach.
10.3 For the purpose of this clause 10, the meaning of adequate procedures and foreign
public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

General
11.1. Nothing in these Private Member Terms and Conditions or any Product Specific Terms and Conditions shall be deemed to create an exclusive arrangement between the Private Member and MJD HUGHES LTD nor any agency, partnership or joint venture between the parties.
11.2. The Private Member may not assign, transfer or dispose of the benefit or burden of the Contract without the prior written consent of MJD HUGHES LTD.
11.3. If any provision of the Contract shall be held to be illegal, void, invalid or
unenforceable the legality, validity and enforceability of the remainder of the Contract shall not be affected.
11.4. No failure or delay by MJD HUGHES LTD or the Private Member in exercising any of its rights or remedies under the Contract shall operate as a waiver of those rights or remedies. No waiver of any breach of the Contract shall be effective unless in
writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Contract shall be deemed to be a waiver of any subsequent or other breach of the Contract.
11.5. Any notice required or permitted to be given by either party to the other under the
Contract shall be in writing and addressed to that other party at its registered office or
principal place of business, and posted recorded delivery or sent to the nominated
email address set out on the Order Form . Any notice or document shall be deemed to have been served
if delivered by hand, at the time of delivery,
if posted, two Working Days after it was put into the post or when the delivery was recorded whichever is the sooner, or
if sent by e-mail at the time of despatch.
In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first class letter or that the e-mail message
was properly addressed and despatched as the case may be.
11.6. No person other than the parties to the Contract and Private Members of MJD HUGHES LTD have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This does not affect any right or remedy of any third party that exists or is available apart from that Act.
11.7. The Contract shall be governed by and construed in accordance with English law and
MJD HUGHES LTD and the Private Member submit to the exclusive jurisdiction of the courts of England.

Last updated September 2016.