Express Planning Searches, Smithfield Business Centre, The Distillers Building, Smithfield, Dublin 7 Ireland.
In these Conditions: (i)"the Company" means Express Planning Searches "the Conditions" means the terms and conditions set out in this document;(iii) "the Contract" means the contract for the provision of Services by the Company to the Customer to which these Conditions apply;(iv)"the Customer" means the person, firm or company placing the order for Services with the Company;(v)"Services" means any property search and/or title search or other related services that the Company is to supply to the Customer under the Contract;(vi)"Website" means the Company's website, currently at "www.expressplanningsearches.ie", from time to time.
Services rendered are deemed to have been instructed or ordered by the Customer and the Customer shall be treated by the Company as the party responsible for payment, unless otherwise agreed between the parties.
If the Customer is not the person undertaking the transaction in relation to the property that is the subject of the Services but is ordering the Services, directly or indirectly, for such person, the Customer agrees to ensure that a copy of the full report provided as part of the Services is provided to such person before the said transaction is entered into.
(a)Subject to paragraph (b) below, the Conditions shall be incorporated into each contract between the Company and the Customer relating to the provision of Services to the exclusion of any other terms and conditions. (b)If at the time the Customer places its order for the Services, the Customer and the Company have in place between them a written agreement signed by both parties relating to the supply of services, which include the Services, by the Company to the Customer, then in relation to the provision of the Services, the terms of that agreement shall prevail over these Conditions to the extent that there is any inconsistency.
Unless otherwise agreed between the parties, the price for the Services are as quoted in the Company's Price List set out to the customer. However, the Company reserves the right to revise prices at any time prior to delivery of the Services. All prices quoted are exclusive of value added tax, sales taxes and duties except where they are specifically stated as including the same.
(a) Unless the Company has set up an account facility for the Customer, in which case payment terms are agreed with the Customer in respect of that facility, payment is due on the date when the Customer orders the Services and should be made in full on such date.(b)The Company reserves the right to revise these payment terms upon written notice to the Customer.(c)If payment is not received by the due date the Company reserves the right to retain any reports prepared for the Customer as part of the Services until such time as full payment is received by the Company.(d)The Company shall be entitled to charge the Customer interest on all sums not paid by the due date at the rate of 4% above the Bank of Ireland plc base rate from time to time until the date upon which full payment is received.
No variation or amendment to these Conditions shall be valid unless stated in writing and signed by a duly authorised representative of each party.
If the Customer has a receiver, administrative receiver, liquidator, provisional liquidator, administrator (or any equivalent) appointed over all or any of its assets or (being an individual or firm) becomes bankrupt or compounds with its creditors or otherwise becomes insolvent or is the subject of a winding up petition or goes into liquidation (otherwise than on a voluntary and solvent basis for the purpose of amalgamation or reconstruction), then without prejudice to any other right or remedy available to the Company: (i)the full price for the Services supplied shall be payable immediately notwithstanding any previous arrangement or agreement to the contrary;(ii)the Company shall have the right to a lien over any reports prepared for the Customer as part of the Services; and(iii)the Company shall be entitled at its option to cancel, and/or suspend the Contract.
If the Customer is in breach of any of the terms of the Contract, the Company may cancel and/or suspend the Contract forthwith, on notice to the Customer to that effect.
Neither party shall without prior written consent of the other party, assign, transfer, charge or deal in any other manner with the Contract or its rights hereunder or part thereof, or purport to do any of the same, or sub contract any or all of its obligations under the Contract, EXCEPT THAT the Company may assign, transfer, charge or deal in any other manner with the Contract or its right hereunder or part thereof or purport to do any of the same or subcontract any or all of its obligations to any other company in the Express Planning Searches group being any subsidiary and/or holding company (or any subsidiary of such holding company) within the meaning of the 2014 Companies Act.
The Company shall not be liable to the Customer for any loss or damage whatsoever caused by delay in the performance or the non-performance of any obligation of the Company in relation to the Services where such delay or non-performance is due to any cause beyond the Company's reasonable control including: Act of God, explosion, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, failures to act, restrictions, prohibitions or enactments of any kind on the part of a City or County Council or a Public Repository responsible for the maintenance of records, including but not limiting to the Public Record Registers of the Central Office of the Four Courts , Sheriff’s Offices, Property Registration Authority and Companies Registration Office; import or export regulations or embargoes, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the party in question or another); power failure or breakdown in machinery; acts or omissions of the Customer. Should any such event occur, the Company may, at its option, cancel or suspend the Contract (or do both) without incurring any liability whatsoever for any loss or damage thereby occasioned.
Notwithstanding delivery of the Services, title to reports forming part of the Services shall remain with the Company and shall not pass to the Customer until such time as payment for the Services is made in full to the Company.
Until full payment is made the Customer shall have no right to use and/or to rely upon the data comprised in such reports.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the remaining provisions of these Conditions shall not be affected.
Warranties and Limitation of Liability
13.1 We warrant that:
(a) the Services We provide under these Terms will be performed with reasonable skill and care and in accordance with these Terms;
(b) We are authorised to provide the Services on these Terms;
(c) Our provision of the Services in accordance with these Terms will not infringe any third party rights.
13.2 To the maximum extent permitted by law, We make no representations, warranties or conditions of any kind, either express or implied, with respect to a Third Party Data Provider's response to a Search Request, including, but not limited to, any warranty that the responses are complete, accurate, of satisfactory quality, or fit for a particular purpose.
13.3 We will not be liable in contract, tort, negligence and statutory duty or otherwise, for any loss or damage whatsoever caused by any act or omission of a Third Party Data Provider to include all Public Repositories or inaccuracies in or omissions from any responses provided by a Third Party Data Provider to include all Public Repositories.
13.4 The information and data used to generate Search reports is derived from publicly available records and other third party sources and We do not warrant the accuracy or completeness of such information or data; also the information and data used to generate Search reports is derived solely from those sources and We do not claim that these sources represent an exhaustive or comprehensive list of all sources that might be consulted.
13.5 We will in no event be liable to You for loss of profits or contracts, any indirect or consequential loss or damage whether arising from Our negligence, breach of these Terms or caused by Us in any other way.
13.6 You agree that Our liability in contract, tort, pre-contract or other representations arising out of or in connection with each transaction completed under these Terms shall be limited to €15,000,000 Euro for both domestic property transactions and for commercial property transactions.
13.7 Nothing in these Terms shall exclude or limit Our liability for death or personal injury due to Our negligence or any liability due to Our fraud or any other liabilities which it is not permitted to exclude as a matter of law.
Without prejudice to any rights the Customer or other person may have under the Comprehensive Warranty, the Company shall not be liable for any claim by the Customer (or any other person) arising out of or in connection with the Services or the Contract (whether based on breach of contract, negligence or otherwise howsoever) for (a) loss of profit or loss of future revenues, (whether direct or indirect); or (b) remote, indirect or consequential loss.
Without prejudice to the foregoing the Company's liability under the Comprehensive Warranty shall be limited as set out in the Comprehensive Warranty.
The provision of this Clause 14 shall not apply to limit the liability of the Company in respect of any death or personal injury caused as a result of the Company's negligence or for fraud.
15.1. The Customer confirms that the Company shall acquire, and shall be entitled to exploit as owner for its own use and purposes, without any further licences or other permissions, any data, including "personal data" within the meaning of the Data Protection Act 1988, provided or made available by the Customer to the Company pursuant to or in connection with the Contract and that the Customer has obtained all necessary rights from third parties to enable it to give such confirmation.
15.2. In respect of each report provided under the Contract, the Company licences the Customer to use such report and to pass such report to others to use, in its entirety, in connection with the property transaction for which it was requested.
The Customer shall not be entitled to use any such report for any other purpose or provide it to any third party for any other purpose. The Customer shall not be entitled to modify or amend, nor make derivative works from, any such search report.
The Customer shall not extract or copy any parts of the data contained in such report nor use, sell, transfer, distribute or publish such extracted data for any purpose whatsoever.
Headings used in the Contract are for reference purposes only and shall not be deemed to be or construed to be part of the Contract.
These Conditions shall be governed by the law of Ireland and the parties hereto submit to the nonexclusive jurisdiction of the Irish Courts in respect of all disputes arising herefrom or in connection herewith.