PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE CONTINUING. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, YOU MUST NOT USE THE COADJUTE NETWORK.
The Coadjute terms of service (the “Consumer Licence Agreement” or “CLA”) is a legal agreement between you, (“you”, “your” or the “Consumer”) and Coadjute Limited (incorporated in England with registered number is 11559616 and whose registered office is at Unit 114a Business Design Centre, 52 Upper Street, London N1 0QH, United Kingdom) “Coadjute” “we”, “us” or “our”.
This CLA covers the access and use by you of the Coadjute Network to facilitate your property transaction and support your communication and interaction with your transaction counterparty, estate agent, broker and other professional advisors (as applicable). This CLA grants a licence to use the Coadjute Network only. Coadjute does not sell or assign any intellectual property rights in the Coadjute Network to you.
The Coadjute Network makes the process of buying and selling property easier, quicker and safer by connecting a wide variety of existing software systems provided by estate agents, conveyancers, brokers and lenders to enable real-time information sharing over a secure network. You will be given access to the Coadjute Network to enable you to communicate, share information, share documents and use third party services all relating to your property transaction and the counterparties involved. For further information on the benefits of the Coadjute Network, please take a look at our website.
1. By clicking “Accept” or creating an account you indicate your acceptance of this CLA and the terms and conditions set out herein, which will become binding on you upon your acceptance. By clicking “Accept” or creating an account you hereby warrant that you are at least 18 years old; (b) you have the right and capacity to enter into and be bound by this Agreement
2. If you do not accept the terms and conditions of this CLA by clicking "Accept" or creating an account, you cannot access the Coadjute Network.
The Coadjute Network and all intellectual property rights therein (including, but not limited to, copyright) belong to Coadjute. This CLA does not grant to you (or sell to you) any rights of ownership in the Coadjute Network. This CLA grants you a licence to use the Coadjute Network in accordance with the terms and conditions of this CLA only.
In consideration of your acceptance of this CLA and agreement to its terms and conditions, Coadjute hereby grants to you a limited, non-exclusive, non-transferable licence to access and use the Coadjute Network in accordance with the terms and conditions of this CLA, for personal, non-commercial purposes only and in the UK only.
5.1 You may not translate, reverse-engineer, decompile, disassemble, modify, or create derivative works based on the Coadjute Network (or any part thereof) except as expressly permitted by law or this CLA. Sections 50B and 296A of the Copyright Designs and Patents Act 1988 permit such actions only where they are necessary to obtain information necessary to create an independent software program which can be operated with the Coadjute Network or with another software program (“the permitted objective”). The information obtained from such actions must not be used for any other purpose.
5.2 The actions described in sub-Clause 5.1 will not be permitted if you:
a) already have readily available to you the information necessary to achieve the permitted objective;
b) do not confine the decompiling to such acts as are necessary to achieve the permitted objective;
c) supply the information obtained by the decompiling to any person to whom it is not necessary to supply it in order to achieve the permitted objective; or
d) use the information to create a software program which is substantially similar in its expression to Coadjute Network or to do any other act restricted by copyright.
5.3 You may not modify, adapt, alter, translate, or otherwise change the Coadjute Network or any part thereof or combine, incorporate in, or merge the Coadjute Network with any other software.
5.4 You may not alter, delete, or otherwise obscure any notices of proprietary rights (including, but not limited to, copyright) or any product identification or restrictions on or in the Coadjute Network.
You hereby undertake and agree that:
6.1 you will use the Coadjute Network only in accordance with the bounds of the terms and conditions of this CLA;
6.2 you will comply with all applicable laws, rules, and regulations governing technology control and export;
6.3 you will not use the Coadjute Network to transmit any content or materials deemed to be offensive, illegal or inappropriate, or that in any way
a) is unlawful, fraudulent, harmful, threatening, abusive, defamatory, obscene, infringing, hateful, harassing or racially or ethnically offensive;
b) requires a license or other permission for use, unless you hold all necessary rights to make such data available for use in connection with the Services;
c) harasses or advocates harassment of another person;
d) displays pornographic or sexually explicit material;
e) promotes any conduct that is abusive, threatening, obscene, defamatory or libellous;
f) promotes any illegal activities;
g) provides instructional information about illegal activities, including violating someone else’s privacy or providing or creating computer viruses;
h) promotes or contain information that you know or believe to be inaccurate, false or misleading;
i) engages in the promotion of contests, sweepstakes and pyramid schemes, without our prior written consent;
j) contains any virus or other thing or device which may prevent, impair or otherwise adversely affect the operation of the Coadjute Network; or
k) infringes any intellectual property rights or any other proprietary rights of any third party.
7.1 We shall use reasonable endeavours to always make the Coadjute Network available to you but we cannot guarantee an uninterrupted or fault free service.
7.2 Our ability to provide the Coadjute Network may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your devices, personal computer, operating system, and the number of other users logging onto Coadjute Network at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances, but you acknowledge, agree and accept that some such interruptions may not be avoidable.
7.3 We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by the Coadjute Network. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content.
7.4 We reserve the right to make changes to the Coadjute Network or part thereof, from time to time at our sole discretion, and we may from time-to-time update, add, remove, modify and/or vary any features or functionalities of the Coadjute Network. Such changes shall not however, remove any material element of functionality previously available as part of the Coadjute Network.
7.5 You are responsible for ensuring that your computer systems meet the requirements and specifications as set out on our website, or as communicated to you by us from time to time.
8.1 The Coadjute Network is provided for personal, non-commercial use by you, the Consumer.
8.2 If Coadjute fails to comply with the terms and conditions of this CLA or fails to use reasonable care and skill, it will be responsible for loss or damage suffered by you that is a foreseeable result. Loss or damage is “foreseeable” if it is either obvious that it will occur or you and Coadjute knew that it might occur at the time this CLA was made.
8.3 Coadjute shall not be liable to you for any business losses including:
a) loss of profits;
b) loss of sales or business;
c) loss of revenue;
d) loss of agreements or contracts;
e) loss of anticipated savings;
f) business interruption; or
g) loss of business opportunity, reputation, or goodwill.
8.4 Nothing in this Clause 8 shall exclude or limit the Licensor’s liability for death or personal injury resulting from the Licensor’s negligence or that of its employees, agents, or sub-contractors; for fraud or fraudulent misrepresentation; or for any other form of liability which cannot be limited or excluded under English law.
9.1 Coadjute reserves the right to amend the terms and conditions of this CLA at any time on written notice to you. You will be notified of such changes by email.
9.2 By continuing to use the Coadjute Network following receipt and service of notice of such changes as described above, you shall be deemed to have accepted the changes to this CLA.
9.3 If you do not accept the changes to this CLA, you must immediately stop all actions permitted under this CLA including, but not limited to, using the Coadjute Network.
10.1 You acknowledge and agree that (i) we may monitor the use of the Coadjute Network by you and collect data relating to such use solely for purposes of: (a) providing the Coadjute Network, (b) ensuring compliance with this CLA, and (c) planning, development and improvements with respect to the Coadjute Network; (ii) we may publish and display Usage Data for the promotion of the Coadjute Network as long as the Usage Data is aggregated and anonymised such that any customers, users or other information cannot be identified, extracted, inferred, reverse-engineered, extrapolated or interpolated.
10.2 “Usage Data” means: (i) the number of users or other participants on the Coadjute Network and the geographical location where such users or participants are located (but not, for the sake of clarity, the identity of any user), (ii) the list and purpose of integrations being used by users, (iii) the number, type and aggregate value or quantum of transactions executed within a particular timeframe on the Coadjute Network (but not, for the sake of clarity, pricing, transaction size or position information or actions by individual participants), and (iv) similar data relevant to the capacity or quality of the Coadjute Network and managing or promoting the Coadjute Network. For the avoidance of doubt, any Usage Data published by us shall refer to specified periods without any reference to individual transactions (such as, without limitation, aggregated and anonymised weekly transactional information) and, if a reporting period has insufficient information to provide anonymisation, such period shall be combined with successive periods until anonymisation is achieved. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to us, (“Feedback”). We may in connection with the Coadjute Network freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in this Agreement limits our right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
11.1 This CLA is effective until terminated.
11.2 Coadjute reserves the right to terminate this CLA immediately on written notice to you in the event that you commit a material or persistent breach of this CLA and (if the breach is capable of remedy) fail to remedy the breach within 14 calendar days after the service of a written notice from Coadjute requiring you to do so.
11.3 In the event that this CLA is terminated for any reason:
a) All rights granted to you by this CLA shall discontinue;
b) You must immediately stop all actions permitted under this CLA including, but not limited to, using the Coadjute Network;
13.1 All notices under this CLA shall be in writing.
13.2 All notices sent to you by Coadjute will be sent by email.
13.3 If you wish to contact the Licensor or are required to contact the Licensor by a provision in this CLA, please contact the Licensor by email at email@example.com
14.1 Coadjute may transfer its rights and obligations under this CLA to another party at any time. If this occurs, Coadjute will inform you of the transfer in writing. Your rights as the Consumer under this CLA will not be affected by such a transfer.
14.2 This CLA and the licence granted to you under it are personal to you. Except where expressly permitted under this CLA, you may not transfer your rights and obligations under this CLA to another party without Coadjute’s prior written consent.
The Coadjute Network contains links to and integrations with the third-party software platforms from which you accessed the Coadjute Network and may include integrations to other third-party applications and services (“Third Party Services”). These Third-Party Services are not owned or controlled by us and we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third Party Services. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Services, and the inclusion of any link in the Coadjute Network, or any other services provided in connection with them is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by us of any information contained in any Third-Party Service or associated websites. In no event will we be responsible for the information contained in such third-party website or for your use of or inability to use such website. Access to any third-party website is at your own risk, and you acknowledge and understand that linked Third Party Services may contain terms and privacy policies that are different from ours. We are not responsible for such provisions, and expressly disclaim any liability for them.
16.1 This CLA is between you and the Licensor. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this CLA.
16.2 In the event that one or more of the provisions of this CLA is or are found to be unlawful, invalid, or otherwise unenforceable, that or those provision(s) shall be deemed severed from the remainder of this CLA. The remainder of this CLA shall be valid and enforceable.
16.3 No failure or delay by Coadjute in exercising any of its rights under this CLA means that the Licensor has waived that right, and no waiver by Coadjute of a breach of any provision of this CLA means that Coadjute will waive a subsequent breach of the same or any other provision.
17.1 This CLA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, English law.
17.2 Any dispute, controversy, proceedings or claim between the Parties relating to this CLA (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.