AgentDrive.com Subscriber Terms

1. Information About Us

This page (together with the documents referred to on it) tells you the terms and conditions on which we will supply the software services listed on our website www.agentdrive.com (Site) (Services).

References to "you" within these Terms refer to the organisation (and their authorised representatives) wishing to access and/or purchase the Services through the Site. By using the Services in any way you agree to be bound by these Terms. You should print a copy of these Terms for future reference.

Please understand that if you refuse to accept these Terms, you will not be able to access the Services on the Site.

2. Your Status

By using the Services through the Site, you warrant that:

2.1 you are legally capable of entering into binding contracts; and

2.2 you are a firm, company or other organisation purchasing the Services in the course of your business (or an authorised representative of such an organisation).

3. How the Contract is Formed Between You and Us

By applying to create an account through the Site and selecting a level of service package displayed on the Site based on your business needs (Package) you are placing an order for Services. Please note that this does not mean that your order will be accepted. Your order constitutes an offer to us to receive and (where applicable) buy our Services. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an email that confirms that your order has been accepted and your Package has been activated (Account Confirmation). The contract between us (Contract) will only be formed when we send you the Account Confirmation.

4. The Services

4.1 We shall provide the Services on, and the Contract shall incorporate, the Terms.

4.2 The Services shall commence on the date of the Account Confirmation and shall continue for a period of not less than 12 months unless terminated in accordance with clause 14.

5. Access to and use of the Site and the Services

5.1 We hereby grant you a non-exclusive, non-transferable licence from the date on which the Services commence in accordance with clause 4 to access and use the Site for the purpose of using the Services for your business use and for the avoidance of doubt, all other acts are prohibited without our prior written permission.

5.2 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.

We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

5.3.1 planned maintenance carried out during a maintenance window.

5.3.2 unscheduled emergency maintenance performed at any time.

6. Intellectual Property

6.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Site, Services and the mobile application created by your use of the Services (subject to clause 6.2 below). Except as expressly stated in these Terms, these Terms do not grant you ownership of any such intellectual property rights, or any other rights or licences in respect of the Site.

6.2 We acknowledge and agree that you shall own all intellectual property rights in the branding, images and contact data submitted by you for use of the Services.

7. Back-ups and Data Protection

7.1 All back-ups and archiving of Data is carried out by our web hosts Siteground Inc. (Siteground) in accordance with its back-up policy, which can be accessed at www.siteground.com as amended from time to time. In the event of loss or damage to Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up maintained by Siteground.

7.2 If we process any personal data on your behalf when performing our obligations under the

Contract, you and we record our intentions that you shall be the data controller and we shall be a data processor and in any such case:

7.2.1 you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and our other obligations under the Contract;

7.2.2 you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Contract on your behalf;

7.2.3 you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

7.2.4 we shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by you from time to time; and

7.2.5 each of us shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

8. Our Obligations

8.1 We undertake that the Services will be performed substantially in accordance with their description on the Site in all material respects and with reasonable skill and care.

8.2 The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, we:

8.2.1 do not warrant that your use of the Services will be uninterrupted or error-free or that any software used in the provision of the Services will be bug or error-free; and

8.2.2 are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

9. Customer's Obligations

You shall:

9.1 provide us with:

9.1.1 all necessary co-operation in relation to the Contract; and

9.1.2 all necessary access to such information as may be required by us;

in order to supply the Services;

9.2 comply with all applicable laws and regulations with respect to your activities under the Contract;

9.3 ensure that your employees and officers use the Services in accordance with these Terms  and you shall be responsible for any such employees' or officers' breach of these Terms;

9.4 be solely responsible for uploading Data to the Site and procuring and maintaining your network connections and telecommunications links from your systems to the Site, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet;

9.5 be solely responsible for making and retaining backup copies of all Data uploaded by you to the Site; and

9.6 ensure that you comply in all respects with the Data Protection Act 1998 (as amended) and the Privacy and Electronic Communications Regulations 2003 (as amended) in using the Services.

10. Charges and Payment

10.1 Where you have chosen to purchase the Services you shall pay us the 12 months subscription fees for the Package purchased, quarterly and in advance (Subscription Fees) in accordance with this clause 10.

10.2 The prices for the yearly subscription Packages are as stated on our Site, except in cases of obvious error.

10.3 The prices for the Packages are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an Account Confirmation. We will provide you with at least 60 days' notice of any increase in the prices of our Services/Packages and if you do not wish to pay such increased prices you should terminate the Contract in accordance with clause 14.

10.4 All amounts, fees and prices stated or referred to in these Terms and on the Site:

10.4.1 shall be payable on the dates set out in the Account Confirmation in your chosen currency by credit, debit card or standing order;

10.4.2 are non-cancellable and non-refundable; and

10.4.3 are exclusive of value added tax and any value added tax (where applicable) shall be added to your invoice.

10.5. If you purchase a Package you must, on placing your order, provide to us valid, up to date and complete payment information and you hereby authorise us to bill such payment method:

10.5.1 at any time on or after provision of the Account Confirmation for the Subscription Fees payable in respect of the period detailed in the Account Confirmation, such period to commence on the date of the Account Confirmation; and

10.5.2 on or around the same date in each subsequent period for the Subscription Fees payable in respect of each subsequent period.

10.6 If you would like to upgrade your Package, you should submit an upgrade request through the Site and provide to us valid, up-to-date and complete payment details and you hereby authorise us to bill such payment method

10.6.1 at any time on or after the provision of such payment details for the Subscription Fees payable in respect of the period from your upgrade being approved in accordance with clause 10.8; and

10.6.2 on the same date in each subsequent period for the Subscription Fees payable in respect of each subsequent period that follows your upgrade being approved in accordance with clause 10.8.

10.7 All upgrade requests shall be evaluated by us and we shall respond to you with approval or disapproval of such request and where we approve an upgrade request, such upgrade shall be applied to your account by us immediately following your request being approved.

11. Downgrading your subscription

11.1 Where you have chosen to purchase Services on a subscription basis you may, at any time, downgrade your Package subscription to decrease the level of Services provided to you by submitting an account downgrade request through the Site.

11.2 All downgrade requests shall be evaluated by us and we shall respond to you with approval or disapproval of such request.

11.3 Subject to our approval and this clause 11.3, any downgrade shall be applied to your account within 48 hours of approval and your future subscription payments will be amended accordingly.

12. Prohibited Uses

12.1 You may use the Site and Services only for lawful purposes. You agree and warrant that you will not use the Site:

12.1.1 in any way that breaches any applicable local, national or international law or regulation;

12.1.2 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

12.1.3 for the purpose of harming or attempting to harm minors in any way;

12.1.4 to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards set out in clause 13 of these Terms;

12.1.5 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation; or

12.1.6 to knowingly transmit any data, send or upload any material that contains any virus or other harmful material that may impair or damage the Site.

12.2 You also agree and warrant not to access without authority, interfere with, damage or disrupt:

12.2.1 any part of the Site;

12.2.2 any equipment or network on which the Site is stored;

12.2.3 any software used in the provision of the Site; or

12.2.4 any Data (as defined in clause 13.1) uploaded by any other users of the Site or the Services.

13. Content Standards

13.1 These content standards apply to any and all material including, but not limited to, any data that you place on or submit to the Site whether for the purpose of using the Services, receiving support, registration or otherwise (Data). You agree and warrant that such Data will:

13.1.1 be accurate (where it states facts);

13.1.2 be genuinely held (where it states opinions); and

13.1.3 comply with the applicable international law and in any country from which it is posted.

13.2 You acknowledge and agree that you have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.

13.3 You also agree and warrant that such Data will not:

13.3.1 contain any material which is defamatory of any person;

13.3.2 contain any material which is obscene, offensive, hateful or inflammatory;

13.3.3 promote sexually explicit material;

13.3.4 promote violence;

13.3.5 promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

13.3.6 infringe any copyright, database right or trade mark of any other person;

13.3.7 be likely to deceive any person;

13.3.8 be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

13.3.9 promote any illegal activity;

13.3.10 be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;

13.3.11 be likely to harass, upset, embarrass, alarm or annoy any other person;

13.3.12 be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

13.3.13 give the impression that it emanates from us; and

13.3.14 advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

14. Termination

14.1 Without prejudice to any other rights or remedies to which we may be entitled, we may terminate the Contract without liability to you if:

14.1.1 you commit a material breach of any of the terms of the Contract or of these Terms;

or

14.1.2 an order is made or a resolution is passed for your winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to you; or

14.1.3 an order is made for the appointment of an administrator to manage your affairs, business and property or documents are filed with a court of competent jurisdiction for the appointment of an administrator of you, or notice of intention to appoint an administrator is given by you or your directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

14.1.4 a receiver is appointed of any of your assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of you, or if any other person takes possession of or sells your assets; or

14.1.5 you make any arrangement or composition with your creditors, or make an application to a court of competent jurisdiction for the protection of your creditors in any way; or

14.1.6 you cease, or threaten to cease, to trade; or

14.1.7 you take or suffer any similar or analogous action in any jurisdiction in consequence of debt.

14.2 For the avoidance of doubt, and without limitation, failure to comply with clauses 12 and/or 13 will constitute a material breach of the Contract and these Terms and without prejudice to our right to terminate the Contract, we shall have the right, in our absolute discretion without liability to you to take any or all of the following actions:

14.2.1 immediate, temporary or permanent withdrawal of your right to use the Site and Services;

14.2.2 immediate, temporary or permanent removal of any Data or other information you place on the Site;

14.2.3 issuing of a warning to you;

14.2.4 issuing of legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable  dministrative and legal costs) resulting from the breach;

14.2.5 taking further legal action against you; and/or

14.2.6 disclosure of such information, including but not limited to, any Data to law enforcement authorities as we reasonably feel is necessary;

provided that the rights described in this clause are not limited, and we may take any other action we reasonably deem appropriate to protect the Site and the rights of our users, our company and any third parties.

14.3 On termination of the Contract for any reason:

14.3.1 all licences granted under these Terms shall immediately terminate;

14.3.2 you must remove from the Site all Data within 30 days of termination;

14.3.3 we may at our option, destroy or otherwise dispose of any of the Data in our possession if you fail to comply with clause 14.3.2; and

14.3.4 the accrued rights of us both as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including but not limited to clauses 16, 17, 24 and 26), shall not be affected or prejudiced.

15. Indemnity

You shall defend, indemnify, keep indemnified and hold us harmless against any and all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with:

15.1 your access to or use of the Site and the Services, including but not limited to, in respect of any Data you place on the Site;

15.2 any breach of these Terms by you; and

15.3 any breach by you of any applicable law or regulation in respect to your use of, and access to, the Site and the Services.

16. Our Liability

16.1 Subject to clause 16.3, if we fail to comply with these Terms our maximum liability to you under the Contract shall be the total amount paid by you to us under the Contract in the 12 calendar months prior to such liability arising.

16.2 Subject to clause 16.3, we will not be liable for losses that result from our failure to comply with these Terms that fall into the following categories:

16.2.1 loss of income or revenue;

16.2.2 loss of business;

16.2.3 loss of profits;

16.2.4 loss of anticipated savings; or

16.2.5 loss of Data.

16.3 Nothing in these Terms excludes or limits our liability for:

16.3.1 death or personal injury caused by our negligence;

16.3.2 fraud or fraudulent misrepresentation;

16.3.3 any breach of the obligations implied by section 2 of the Supply of Goods and Services Act 1982; or

16.3.4 any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

17. Third Party Providers

You acknowledge that the Services may enable or assist you to access the website content of, or correspondence with, and purchase products and services from, third parties via third-party websites and that you do solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party website made available via the Site or Services.

18. Written Communications

Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by email 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.

19. Notices

All notices given by you to us must be sent to info@agentdrive.com. We may give notice to you at either the email or postal address you provide to us when registering with the Site, or in any of the ways specified in clause 18 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

20. Transfer of Rights and Obligations

20.1 You may not transfer, assign, charge or otherwise dispose of any of your rights or obligations arising under the Contract, without our prior written consent.

20.2 We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under the Contract at any time.

21. Events Outside Our Control

21.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control including but not limited to the impossibility of the use of public or private telecommunications networks or a failure by our third party technology providers (Force Majeure Event).

21.2 Our performance of the Services is 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 the Services may be performed despite the Force Majeure Event.

22. Waiver

22.1 If we fail at any time to insist upon strict performance of any of your obligations under any of the Contract, or if we fail to exercise any of the rights or remedies to which we are entitled, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

22.2 A waiver by us of any default will not constitute a waiver of any subsequent default.

23. Severability

If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.

24. Entire Agreement

24.1 These Terms and any document expressly referred to in them constitute the whole agreement between us for the supply of the Services and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the same.

24.2 We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them.

24.3 Nothing in this clause limits or excludes any liability for fraud.

25. Variation

25.1 We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

25.2 We will usually notify you of any changes to these Terms either by email at the email address you provide to us when registering, or on your next login to the Site. You agree that any amendments to the Terms shall be effective either 30 days following receipt of such a notice, or on your continued use of the Services, whichever is the earlier.

26. Law and Jurisdiction

These Terms, the Contract 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) will be governed by the laws of Hong Kong. Any dispute or claim arising out of or in connection with these Terms or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts provided that nothing in these Terms shall limit our right to take proceedings or enforcement action against you in any court of competent jurisdiction nor shall the taking of proceedings or enforcement action by us in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

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