Spanishhomeauctions.com

TERMS AND CONDITIONS AND AUCTIONS CONDITIONS OF SALE.

TERMS AND CONDITIONS DEFINITIONS

"Account" means the account established by a Customer with The Company made available through the Website and accessed using a Username and Password.

"Agreement" means the Agreement between You and The Company created by Your acceptance of these Terms.

“Auction” means an auction advertised by Us on our Site or by Us elsewhere.

“Auction particulars” means the section of the Site that contains a description of the Developer’s Contract or Property.

"Bidder" means any person, firm, or organisation who bids at an Auction for the Developer’s Contract or Property.

“Buyer” means the successful Bidder or the Buyer of the Property or the Developers Contract in circumstances that give rise to the payment by You of The Company’s fees.

"Content" means any data, computing and information services and software, and other Content and documentation or supporting materials and updates included in and/or supplied by or through the Site, in Products or Services in any way by The Company and shall include The Company developed and Third Party Content.

"The Company" means ‘Bexham Limited’ whose registered office is at The Red House, 35 High Street, Redbourn, Herts, AL3 7LW, and is trading as Spanishhomeauctions.com™.

"The Company’s fees" means the charges or commission levied by The Company for Services provide to You.

“Developer’s Contract” means the contract for the construction, sale and purchase of land and buildings made between You as the Buyer and the developer as the builder and the seller of the land or buildings more particularly described in the Auction Particulars You request The Company to advertise and place for sale at an Auction.

"Intellectual Property Rights" means any patents, copyrights, design rights and all other legal and beneficial intellectual and industrial Property rights (including, without limitation, patent, service marks, database rights, trade or business name and trade secret rights) throughout the world (whether registered or not) no matter what such rights may be known as in any particular country in the world and all know-how and including applications for any of the foregoing.

"Property" means the parcel or parcels of land with or without buildings more particularly described in the Auction Particulars You request The Company to advertise and place for sale at an Auction.

"Services” means the provision of any service (including but not limited to offering Your Property or Developer’s Contract for sale by Auction and selling the same by Auction or otherwise) by The Company pursuant to these Terms.

"Site" means The Company's Website, www.Spanishhomeauctions.com and includes the Content and any report, service, document, data-set, software or information contained therein, derived there from or thereby.

“Spanishhomeauctions.com™" is the trademark of Spanishhomeauctions.com.

“Our Solicitors” means Labrums of City Gate, 17 Victoria Street, St Albans, Hertfordshire England AL1 3JJ (Phone 00 44 (0)1727 858807 Fax 00 44 (0)1727 841827).

“Subsidiary Contract” means the contract to be made between You and the Buyer of the Developer’ Contract in the form set out or referred to in the Auction particulars.

“Terms" mean these terms and conditions.

"You/Your/Yourself” are references to the contracting party who enters into this Agreement and instructs The Company to place the Property in the Auction and for whom services are to be provided by The Company.

"We", "Us", and "Our" are references to the Spanishhomeauctions.com.

1. TERMS and REGISTRATION

a. Your use of the Services is governed by these Terms. Before You can register to sell Your Developer’s Contract or Property by Auction You must read and accept all of the terms and conditions of this Agreement. Where Terms are not expressly accepted by You they will be deemed to have been accepted by You, and You agree to be bound by these Terms when You register with The Company. This Agreement constitutes a legally binding Agreement between You and The Company.

b. The Company reserves the right to refuse to register You as a Customer or to sell Your Developer’s Contract or Property by Auction without notice or reason.

c. We may modify these Terms, and may discontinue or revise any or all other aspects of the Services at Our sole discretion, with immediate effect and without prior notice. Any amendment or variation to these Terms shall be posted on Our Site. Continued use of the Services by You shall be deemed an acceptance by You to be bound by any such amendments to the Terms.

d. To use the Service, You must first complete the registration process on the Site and set up an Account. If You register with the Site on behalf of another individual, firm, company or other person, You must ensure that the other person is aware of and agrees to these Terms, and You warrant that You have done so and are authorised to bind that other person. If You register as a business entity You confirm and undertake that You have the authority to legally bind that entity. If You are trading as a business You confirm that You will comply with all applicable laws relating to online trading. As part of the registration process, in order to access the Service, You will be required to enter the Username and Password You selected during the registration process.

f. You may change Your password at any time. You are responsible for the security and proper use of all passwords and must take all necessary steps to ensure that all passwords are kept confidential, are used properly and not disclosed to unauthorised people.

g. You must inform The Company immediately if You have any reason to believe that any passwords have become known to someone not authorised to use it or if any passwords are being or likely to be used in an unauthorised way. The Company will not be liable if passwords are disclosed or used improperly.

h. If The Company has reason to believe that there is likely to be a breach of security or misuse of the Service, The Company may change any or all of Your passwords and notify You accordingly.

i. If You forget any password, You will be given a new password once You contact The Company and satisfy the security checks which The Company operates.

j. You confirm that all the information supplied by You during the registration process is true, complete and accurate in all respects. You agree to notify The Company immediately of any changes to Your registration information. If The Company believes that You have provided false information or that You have intentionally failed to notify The Company of any changes to this information, The Company reserves the right to terminate this Agreement immediately and without notice.

k. You confirm that You will observe and perform all and any laws, rules and regulations relating to the sale of the Property by You.

l. You confirm that You will not distribute viruses or any other technologies that may harm The Company, the Site or users of the Site.

m. You confirm that You are aged 18 years or over.

2. INTELLECTUAL PROPERTY RIGHTS

You acknowledge that all Intellectual Property Rights in the Services are and shall remain owned by The Company and nothing in these Terms purport to transfer, assign or grant any rights to You in respect of the Intellectual Property Rights.

3. LICENCE TO USE PARTICULARS

When You give Us the Developer’s Contract and/or details or particulars of Your Property or any information relating to it, You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, trade marks, database rights and all other Intellectual Property Rights You have in it, in any media known now or in the future. In addition, You waive all moral rights You have in the Content to the fullest extent permitted by law.

4. PAYMENT OF COMMISSION

a. Unless otherwise stated all commission and fees due to Us and Our Solicitors are to be paid in pounds sterling.

b. You are fully responsible for paying all commission and fees due to Us and Our Solicitors. You may also become liable to pay Us for any other reasonable costs, charges and expenses that We may incur or have to pay to a third party including legal costs which arise out of Your breach of this Agreement or as a result of You providing Us with inaccurate, incomplete or incorrect information.

c. You agree that Our Solicitors, or such other solicitors of repute that We may nominate, will collect and hold any deposit from the Buyer for the Property or the Developer’s Contract in their client account on Your behalf until actual completion of the sale of the Property or the Developer’s Contract. You also agree and irrevocably authorise Our Solicitors to deduct from the deposit and pay to Us any commission or fees due to The Company.

d. The commission and fees shall become due and payable on the last day of the Auction if a successful bid for the Property or the Developer’s Contract has been made.

e. If the Property or the Developer’s Contract is not sold at Auction on the date of exchange of contracts or the date of actual completion (whichever is the earlier) if You sell or otherwise deal with or dispose of the Property or the Developer’s Contract for valuable consideration at any time within 12 months of the date of this Agreement to any person, firm, company or other legal entity who became aware that the Developer’s Contract or Property was for sale either directly or indirectly as a result of the Developer’s Contract or Property been advertised on the Site or offered for sale in the Auction. This provision will remain in full effect of the Agreement is terminated for any reason. The Company may in its absolute discretion waive payment of the commission of other fees payable until the date of actual completion of the sale.

f. In addition to the commission and fees, VAT at the prevailing rate shall be payable together with all other relevant and applicable taxes on the sale of the Developer’s Contract or the Property by You.

g. The Company shall be entitled to charge interest on late payments at a rate equal to 4% per annum above the base lending rate of National Westminster Bank plc, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended).

h. The Company shall not be obliged to invoice any party other than You for the provision of Services.

5. TERMINATION and EXCLUSIVITY

a. The Company may suspend or terminate Your rights under these Terms without any liability to You with immediate effect if at any time:

i. You commit a material breach and You fail to remedy the breach within 30 days of receipt of a written notice to do so. The Company may in its absolute discretion remedy the breach and recover the costs thereof from You; or

ii. You fail to make any payment due in accordance with Clause 4;

iii. You repeatedly breach material breach of these Terms;

iv. You commit an act of bankruptcy or insolvency, are unable to pay Your debts as or when they fall due or make any composition or arrangement with Your creditors, or go into liquidation whether voluntary or compulsory, or if any order is made or a resolution is passed for Your winding up (except for the purpose of a solvent amalgamation or reconstruction), or if You suffer the appointment of a receiver, administrative receiver, administrator or similar officer over the whole or part of any of Your assets or if You cease or prepare to cease trading. The Company may terminate this Agreement with thirty (30) day's notice in writing if in Our opinion it is no longer appropriate for this Agreement to remain in force between You and The Company.

b. Unless You and The Company agree otherwise You will not be entitled or able to cancel this Agreement after details of the Developer’s Contract or Your Property have been entered in the Particulars and or on the Site until the Auction has closed whether under the Consumer Protection (Distance Selling) Regulations 2000 (or any equivalent legislation in any jurisdiction) or otherwise. Following closure of the Auction You can terminate this Agreement by giving The Company 30 days notice in writing provided always that the earliest date on which this Agreement can terminate pursuant to such notice is the day after the Auction closes or the date of actual completion of the sale of the Property whichever is the later.

c. In the event of termination of Your Account at any time Your entitlement to use the Site and our Services ceases forthwith at which point all charges incurred become payable immediately.

d. The obligation to pay commission and fees as well as the limitation of liability and indemnity shall survive termination of these Terms.

e. During the continuation of this Agreement You shall not instruct or permit or allow any other selling agent or body to act on Your behalf to sell the Developer’s Contract or the Property in any media whatsoever.

6. WARRANTIES & LIABILITY

Whilst The Company will use reasonable care and skill in providing the Services to You the Services are provided on the basis that You acknowledge and agree to the following:

a. We provide warranties and accept liability only to the extent stated in this Clause 6.

b. Nothing in these Terms excludes either party’s liability for death or personal injury caused by that party's negligence or wilful default.

c. As most of the information about the Developer’s Contract or the Property is provided by You, The Company cannot control its accuracy or completeness, nor is it within the scope of The Company's Services to check the information. Accordingly, subject to Clause 6b, The Company will only be liable to You for any loss or damage caused by its negligence or wilful deceit.

d. Save as precluded by law, The Company shall not be liable for any indirect or consequential loss, damage or expenses (including loss of profits, loss of contracts, business or goodwill) howsoever arising out of any problem, event, action or default by The Company or any indirect or consequential loss of any nature whatsoever or for any physical damage to or loss of Your Property.

e. In any event, and not withstanding anything contained in these Terms, The Company's liability in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising by reason or in connection with this Agreement (except in relation to death or personal injury) shall be limited to an aggregate amount not exceeding £500,000.00 except in so far as The Company will not be liable for any defect, failure or omission relating to the Services that is not notified to The Company as soon as reasonably practicable.

f. You acknowledge that:

i. The Company's only obligation is to exercise reasonable skill and care in recording and placing the Particulars of the Developer’s Contract or the Property supplied by You on the Site;

ii. No physical inspection of the Property is carried out as part of the Services offered by The Company and as such We do not warrant that the Particulars supplied by You or the description of the Property or details of the Developer’s Contract is in any way accurate;

iii. You should carefully inspect the Site, the Property and read the Developer’s Contract and take any advice (including legal) that would be reasonably prudent to do so prior to entering into this Agreement;

iv. The Services have not been prepared to meet Your or anyone else's individual requirements;

v. You assume the entire risk as to the suitability of the Services and waive any claim of detrimental reliance upon the same;

vi. You are solely responsible for the selection or omission of any specific part of the Particulars and / or description of the Property or Developer’s Contract;

vii. You shall be solely responsible for maintaining the confidentiality of Your Passwords (including Your Approved Users' Password(s)) and You will notify Us immediately that You become aware of any unauthorised access to, use or copying of any part of Services or document or report derived or downloaded there from by anyone;

viii. You must observe and comply with all applicable regulations and legislation;

ix. We offer no warranty for the performance of any linked internet service not operated by Us;

x. You will on using the Services make a reasonable inspection of any results to satisfy Yourself that there are no defects or failures. In the event that there is a material defect You will notify Us in Writing of such defect within seven days of its discovery;

xi. Without prejudice to any restrictions set out in these Terms, if in the course of Your business or otherwise You use for the benefit of or convey to any third party any part of the Site, Content, or Services You must make such third party aware of the limitations, obligations and acknowledgements contained herein;

xii. Any support or assistance provided to You in connection with these Terms is at Your own risk;

k. You indemnify and hold us, Our licensors, parents, subsidiaries, affiliates, officers and employees harmless from any claim or demand, including legal fees, made by any third Party due to or arising out of Your use or misuse of the Services, or the Content. The indemnifying party shall have the option to assume the defence of any proceeding arising from the circumstances anticipated in this sub Clause always providing that the indemnifying party shall keep the other Party informed of all matters relevant to tile progress and settlement of any claim. In the event that the indemnifying party fails to assume the defence of any such proceedings then the other party shall have the right to take it over.

a. The Company guarantees that Clients and Customers of the Site will only have access to information pertaining to the transaction that they are involved in.

b. We will comply with the relevant English Data Protection Laws, so any personal details to be provided to Us will not be disclosed to third parties without Your consent.

c. However, The Company will disclose personal data in the following circumstances:

i. If We are requested to do so by either of the parties to the transaction, a regulatory body or a governmental authority in investigating illegal activities or otherwise as authorised by law;

ii. If We are compelled to do so by law;

iii. Where in Our sole opinion but acting properly We believe some reasonable basis exists for doing so.

8. YOUR LEGAL OBLIGATIONS

a. WHEN SELLING A REGISTERED COMPLETED PROPERTY

You must within 7 days of the date of this Agreement produce to Our Solicitors Your documents of title including, the Deed of Ownership (“Escritura de Propiedad”), duly registered in the Spanish Land Registry as shown by an office copy of the entries on the Spanish Land Registry and/or such other documents or papers relating to the Property that Our Solicitors may reasonably request.

b. WHEN SELLING A DEVELOPER’S CONTRACT THAT PERMITS ASSIGNMENT

i. You must within 7 days of the date of this Agreement give to Our Solicitors the original Developer’s Contract and/or such other documents or papers relating to the Property that Our Solicitors may reasonably request.

ii. You must do all acts and things necessary including obtaining any consents and authorities required to lawfully and effectively assign the Developers Contract to the successful Bidder or Buyer and/or to induce the Developer to enter into a contract with the successful Bidder or Buyer for the sale and purchase of the Property that is the subject matter of the Developer’s Contract on the same terms save as to the price.

iii. You must pay all costs to assign that fall due pursuant to the terms of the Developer’s Contract

iv. You must instruct Our Solicitors to act on Your behalf in connection with the assignment of the Developer’s Contract

c. WHEN SELLING A DEVELOPER’S CONTRACT THAT DOES NOT PERMIT ASSIGNMENT

i. You must within 7 days of the date of this Agreement produce to Our Solicitors the original Developer’s Contract and/or such other documents or papers relating to the Property and the Developer’s Contract that Our Solicitors may reasonably request

ii. You must enter into the Subsidiary Contract with the Buyer

iii. You must instruct Our Solicitors to act on Your behalf in connection with the sale of the Developer's Contract and the Subsidiary Contract and all related matters.

i. You shall at the same time as delivering Your documents of title and/or the Developer’s Contract give Our Solicitors full details of any Special or other Condition of Sale You wish to incorporate in the Conditions of Sale relating to the Property.

ii. You acknowledge that the Auction will not start until 2 working days after Our Solicitors receive acceptable documents of title and/or the Developer’s Contract with all other papers specified in 8.1, 8.2 and 8.3 above and details of any Special Conditions. You shall also send to Our Solicitors copies by fax or e mail.

iii. You will answer promptly all reasonable and proper enquiries raised by prospective Bidders.

iv. You shall do all acts and things necessary to comply fully with the Sellers obligations set out or contained in the Auction Conditions of Sale for the Property appearing in the Particulars and on the Site.

9. YOUR GENERAL OBLIGATIONS

a. You are responsible for:

i. Procuring the necessary equipment and the payment of telephone charges necessary to access the Site.

ii. All use, activity and charges associated with or arising out of Your use of the Site, including any unauthorised charges or use by a third party using Your subscription, username and/or password.

iii. Making reasonable inspection of the Site to satisfy Yourself that there are no apparent defects or failures.

iv. All judgements and decisions that You make as a result of Your use of the Site and Our Services.

v. Informing Us of any changes to Your professional or commercial situation.

vi. Your use of any hyperlinks to other website provided by the Site.

vii. Developing and maintaining current industry virus protection standards and taking all reasonable precautions to ensure that You do not allow any party directly or indirectly to upload, transmit or distribute computer viruses, worms, macro viruses, Trojan horse or similar programs.

b. You agree not to use or allow any party to use the Site or Our Services directly or indirectly:

i. For any illegal or malicious purpose;

ii. In connection with marketing surveys, contests, junk email or any duplicative or unsolicited messages (commercial or otherwise);

iii. To defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as privacy and publicity) of others;

iv. To publish, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful material or information;

v. To attempt any unauthorised access to any part or component of the Site, Services or Product.

vi. In such manner that is inconsistent with these Terms, in each case determined by Us in Our sole reasonable opinion.

10. SEVERABILITY

If any provision of these Terms are found by either a Court or other competent authority to be void, invalid, illegal or unenforceable, that provision shall be deemed to be deleted from these Terms and never to have formed part of these Terms and the remaining provisions shall continue in full force and effect.

11. EVENTS BEYOND OUR CONTROL

You acknowledge that The Company shall not be liable for any interruption, delay, or failure in the provision of the Services which are caused or contributed to by any circumstance which is outside Our reasonable control including but not limited to, lack of power, computer malfunction, inaccurate processing of data, or delays in receiving, corruption of data whilst in the course of conversion, printing, telecommunications failure or overload, loading or checking data, geo-coding, or processing by computer in the course of electronic communication.

12. THIS AGREEMENT

a. These Terms shall prevail at all times to the exclusion of all other terms and conditions including any terms and conditions which You may purport to apply even if such other provisions re submitted in a later document or purport to exclude or override these Terms and neither the course of conduct between parties not trade practice shall act to modify these Terms.

b. Terms together with the details set out on Our Sites comprise the whole of our Agreement relating to the supply of Services to You by The Company. No prior stipulation, Agreement, promotional material or statement whether written or oral made by any sales or other person or representative on Our behalf should be understood as a variation of these Terms or as an authorised representation about the nature or quality of any Services offered by Us;

c. Save for fraud or misrepresentation, The Company shall have no liability for any such representation being untrue or misleading.

13. JURISDICTION

The Contract shall be construed in accordance with and governed by the laws of England and Wales. You irrevocably agree to submit to the non exclusive jurisdiction of the English Courts, and waive any right to object to that jurisdiction on the grounds that it is an inconvenient forum or otherwise. If any dispute arises out of or in connection with this Agreement (a “Dispute”) the parties undertake that, prior to the commencement of High Court proceedings, they will seek to have the Dispute resolved amicably by use of all alternative dispute resolution procedure acceptable to both parties with the assistance of the Centre for Dispute Resolution (CEDR), by written notice initiating that procedure. If the Dispute has not been resolved to the satisfaction of either party within 30 days of initiation of the procedure or if either party fails or refuses to participate in or withdraws from participating in the procedure then either party may refer the Dispute to the High Court.

a. Unless otherwise stated in these Terms, all notices from You to The Company must be in writing and sent to The Company registered office (or in the case of all Authorised Reseller, to its registered office address) and all notices from Us to You will be displayed on Our Sites from time to time.

b. You shall not without Our prior written consent assign, or transfer in any way the benefit of these Terms in whole or in part or any of Your obligations under these Terms. Your right to use the Services and operate Your Account is not transferable.

c. The Company may assign its rights and obligations under these Terms without prior notice or any limitation.

d. No waiver on Our part to exercise, and no delay in exercising, any right, power or provision hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or provision hereunder preclude the exercise of that or any other right, power or provision,

e. References in these Terms to any legislation shall be construed as references to the same as amended or re-enacted from time to time and shall include subordinate legislation or regulations.

f. A person who is not a party to any contract made pursuant to these Terms shall have no right under the Contract (Rights of Third Parties) Act 1999, to enforce any terms of such contract and The Company shall not be liable to any such third party in respect of any Services supplied.

g. The Company reserves the right to monitor or record telephone calls for training purposes.

h. We may authorise or allow other third parties to provide to Us and/or to You services necessary or related to the Services and to perform Our obligations and exercise Our rights under these Terms, which may include collecting payment on Our behalf.