Terms & Conditions.
Upstix Terms And Conditions For Website Users and Property Owners.
1. Who Upstix Are
1.1. This website is owned and operated by Upstix Technologies Ltd (company number 13180792) with its registered office at Squire Patton Boggs (UK) LLP (Ref: CSU), Rutland House, 148 Edmund Street, Birmingham, B3 2JR (“UPSTIX”).
1.2. The purpose of these terms and conditions is to set out the basis upon which: (i) UPSTIX makes available its house buying offering; and (ii) permits users of this website at upstix.com (“website”) to access and use such website (in each case “you” or “your”).
2. Upstix’s House Buying Offering
2.1. UPSTIX is in the business of buying, selling and trading in houses. The website is made available to you to enable you to enquire about UPSTIX’s house buying offering and seek an offer (subject to certain conditions) from UPSTIX to purchase your house.
2.2. You will be able to submit details of your house to UPSTIX through the website which will enable UPSTIX to make an indicative, non-binding offer to purchase your house (subject to certain conditions which will be stated in the offer) (“indicative, non-binding offer”). Any indicative, non-binding offer to purchase your house by UPSTIX will only be indicative and UPSTIX shall not be bound to purchase your house and you shall not be bound to sell your house, in each case, unless and until a formal, written contract of sale is entered into by UPSTIX and you (“sale contract”). No correspondence including letters, emails or other communications between us will constitute a binding offer to purchase your house unless and until a sale contract is entered into.
2.3. Before making an indicative, non-binding offer, you may be contacted by an UPSTIX representative who may request additional information about your house including its condition.
2.4. Whilst UPSTIX does not guarantee that it will make an indicative, non-binding offer in respect of all houses, UPSTIX’s aim is to be in a position to make an offer to buy almost any house, anywhere in the United Kingdom (excluding Northern Island) and in any condition but UPSTIX shall not be obliged to do so and reserves the right to choose not to make any offer for any reason and shall not be required to provide any reason.
2.5. You acknowledge and agree that any indicative, non-binding offer will be less than the market price which may be achieved by you should you decide to offer and market your house for sale to the general market whether using an estate agent or otherwise and that any indicative, non-binding offer that UPSTIX makes will take into account the need to cover all of the costs involved in buying (including stamp duty or Land & Buildings Transaction Tax if payable), holding and selling the property as well as making a profit. Any indicative, non-binding offer assumes that the carpets, curtains and light fittings (as a minimum) should remain in the property as well as any other items stated in the indicative, non-binding offer.
2.6. If, following receipt of UPSTIX’s indicative, non-binding offer, you inform UPSTIX in writing that you are interested in selling your house at such indicative, non-binding offer price:
2.6.1. UPSTIX will then be entitled to carry out such inspections and undertake such searches and surveys as it shall require either itself or through its agents including, without limitation, one or more physical inspections of your house, structural surveys, pre-contract enquiries and you shall provide such assistance and co-operation as UPSTIX reasonably requests in this regard; and
2.6.2. UPSTIX will engage its solicitors to prepare the contract for sale and any related documentation in respect of the purchase of your house including any pre-contract enquiries.
2.7. You are advised to seek independent legal advice and to engage your own solicitor to assist with assessing the indicative, non-binding offer and with the sale of your house to UPSTIX. UPSTIX maintains a panel of independent solicitors which it is able to make available to you if you do not have your own solicitor but UPSTIX does not recommend or endorse any such solicitors and accepts no responsibility for acts or omissions of any such solicitors. You should undertake your own checks and research before appointing a solicitor. If you would like to see the details of those panel solicitors please send an email to email@example.com or let one of UPSTIX’s representatives know when they call.
2.8. UPSTIX shall be entitled, without incurring any liability to you, to withdraw any indicative, non-binding offer at any time before a sale contract in respect of your house is exchanged with you by informing you in writing of such withdrawal. Whilst UPSTIX may provide written reasons for such withdrawal UPSTIX is not obliged to do so.
2.9. You shall be entitled, without incurring any liability to UPSTIX, to withdraw any acceptance of any indicative, non-binding offer at any time before a sale contract in respect of your house is exchanged with UPSTIX by informing UPSTIX in writing of such withdrawal.
2.10. Where the time between making an indicative, non-binding offer and the proposed date for entering into the sale contract is in excess of 2 months[A1] [A2] [A3] , UPSTIX may revise its indicative, non-binding offer by notice in writing to you and may require a further inspection and valuation of your house, in each case, before entering into the sale contract.
2.11. Once you agree a sale to UPSTIX, UPSTIX shall be entitled to commence marketing of your house. You should allow reasonable access for prospective purchasers. The estate agent appointed by UPSTIX will be instructed to act with courtesy and consideration and accompany all prospective purchasers. UPSTIX will be solely responsible for the onward sale of the house and will have absolute discretion over all aspects of the transaction including pricing, marketing, offers received and approval of purchasers. If immediate marketing from that time is not possible, then you should make this known to UPSTIX on or before the time that you inform UPSTIX that you are agreeing to sell your house at the indicative, non-binding offer price.
3. Terms That Apply To Your Use Of The Website
3.1. By using the website, you confirm that you accept these terms and conditions and that you agree to comply with them. If you do not agree to these terms, you must not use the website.
3.2. UPSTIX recommends that you print a copy of these terms and conditions for future reference.
3.3. These terms and conditions refer to the following additional terms, which also apply to your use of the website:
4. Upstix May Make Changes To These Terms And The Website
4.1. UPSTIX amends these terms and conditions from time to time. Every time you wish to use the website, please check these terms and conditions to ensure you understand the terms that apply at that time.
4.2. UPSTIX may update and change the website from time to time to reflect changes to its products, its users’ needs and its business priorities.
5. Upstix May Suspend Or Withdraw The Website
5.1. The website is made available free of charge.
5.2. UPSTIX does not guarantee that the website, or any content on it, will always be available or be uninterrupted. UPSTIX may, without notice, suspend or withdraw or restrict the availability of all or any part of the website for business and operational reasons.
5.3. You are responsible for ensuring that all persons who access the website through your internet connection are aware of these terms and conditions and other applicable terms, and that they comply with them.
6. The Website Is Only For Users In England And Wales
The website is directed to people residing in England, Wales & Scotland. UPSTIX does not represent that content available on or through the website is appropriate for use or available in other locations.
7. You Must Keep Your Account Details Safe
7.1. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of UPSTIX ’s security procedures, you must treat such information as confidential. You must not disclose it to any third party.
7.2. UPSTIX has the right to disable any user identification code or password, whether chosen by you or allocated by UPSTIX, at any time, if in UPSTIX ’s reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.
7.3. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify UPSTIX on 0203 744 0249.
8. How You May Use Material On The Website
8.1. UPSTIX is the owner or the licensee of all intellectual property rights on the website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
8.2. You may print off one copy, and may download extracts, of any page(s) from the website for your personal use. If you print off, copy, download, share or repost any part of the website in breach of these terms and conditions, your right to use the website will cease immediately and you must, at UPSTIX’s option, return
8.3. or destroy any copies of the materials you have made.
8.4. You must not use any part of the content on the website for commercial purposes without obtaining a licence to do so from UPSTIX or its licensors.
9. No Text Or Data Mining, Or Web Scraping
9.1. You shall not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to the website or any services provided via, or in relation to, the website. This includes using (or permitting, authorising or attempting the use of):
9.1.1. any “robot”, “bot”, “spider”, “scraper” or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of the site or any data, content, information or services accessed via the same; and/or
9.1.2. any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlations.
9.2. The provisions in this clause should be treated as an express reservation of UPSTIX’s rights in this regard.
9.3. This clause shall not apply insofar as (but only to the extent that) UPSTIX is unable to exclude or limit text or data mining or web scraping activity by contract under the laws that are applicable to UPSTIX.
10. Do Not Rely On Information On The Website
10.1. The content on the website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the website.
10.2. Although UPSTIX makes reasonable efforts to update the information on the website, UPSTIX makes no representations, warranties or guarantees, whether express or implied, that the content on the website is accurate, complete or up to date.
11. Upstix Are Not Responsible For Sites It Links To
Where the website contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by UPSTIX of those linked sites or information you may obtain from them. UPSTIX has no control over the contents of those sites or resources.
12. User-Generated Content Is Not Approved By Upstix
12.1. The website may include information and materials uploaded by other users of the website. This information and these materials have not been verified or approved by UPSTIX. The views expressed by other users on the website do not represent UPSTIX’s views or values.
12.2. If you wish to complain about content uploaded by other users, please contact UPSTIX on 0203 744 0249 or via email at firstname.lastname@example.org or via the Contact Us page
13. Upstix’s Responsibility For Loss Or Damage Suffered By You
13.1. UPSTIX does not exclude or limit in any way its liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by UPSTIX’s negligence or the negligence of UPSTIX’s employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
13.2. Different limitations and exclusions of liability may apply to liability arising as a result of the sale of your house to UPSTIX, which will be set out in the sale contract.
13.3. UPSTIX excludes all implied conditions, warranties, representations or other terms that may apply to the website or any content on it.
13.4. UPSTIX will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
13.4.1. use of, or inability to use, the website; or
13.4.2. use of or reliance on any content displayed on the website.
13.5. In particular, UPSTIX will not be liable for:
13.5.1. loss of profits, sales, business, or revenue;
13.5.2. business interruption;
13.5.3. loss of anticipated savings;
13.5.4. loss of business opportunity, goodwill or reputation; or
13.5.5. any indirect or consequential loss or damage, caused by tort (including negligence), breach of contract, breach of statutory duty or otherwise, even if foreseeable.
13.6. UPSTIX will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of website or to your downloading of any content on it, or on any site linked to it.
13.7. UPSTIX assumes no responsibility for any user-generated content uploaded or displayed on the website, nor for the content of sites linked on the website. UPSTIX will not be liable for any loss or damage that may arise from your use of them or your use of any user-generated content.
14. How Upstix May Use Your Personal Information
15. Uploading Content To The Website
15.1. Whenever you make use of a feature that allows you to upload content to the website, you must comply with the content standards set out in UPSTIX’s acceptable use policy set out in clause 16 (“Acceptable Use Policy”).
15.2. You warrant that any such contribution does comply with those standards, and you will be liable to UPSTIX and indemnify UPSTIX for any breach of that warranty. This means you will be responsible for any loss or damage that UPSTIX suffers as a result of your breach of warranty.
15.3. You retain all of your ownership rights in your content, but you are required to grant UPSTIX a limited licence to use, store and copy that content and to distribute and make it available to third parties. When you upload or post content to the website, you grant UPSTIX a worldwide, perpetual, non-exclusive, royalty-free, transferable licence to use, reproduce and distribute the content in connection with the potential purchase of your house.
15.4. UPSTIX has the right to remove any posting you make on the website if, in UPSTIX’s opinion, your post does not comply with the content standards set out in the Acceptable Use Policy.
16. Upstix’s Acceptable Use Policy
16.1. You may use the website only for lawful purposes. You may not use the website in any manner that:
16.1.1. breaches any applicable local or national law;
16.1.2. is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
16.1.3. UPSTIX considers, in its absolute discretion, is harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive; or
16.1.4. depicts sexually explicit images or promotes violence.
16.2. You shall not, and shall not permit any person to:
16.2.1. except to the extent expressly permitted under these terms and conditions, attempt to copy, modify, tamper with, duplicate, re-sell, create derivative works from, mirror, republish, download, display, transmit, or distribute all or any portion of the website in any form or media by any means;
16.2.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the website;
16.2.3. remove any UPSTIX mark, logo, trade name, copyright notice and/or any other proprietary notice (as applicable) from the website;
16.2.4. access all or any part of the website in order to build a product or service that competes with the website;
16.2.5. use the website to provide services to third parties;
16.2.6. procure or assist in the sending of any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
16.2.7. do or permit to be done any act or omission in relation to use of the website which does or may adversely materially affect the reputation, goodwill or image of UPSTIX.
17. Upstix is not responsible for viruses and you must not introduce them
17.1. UPSTIX does not guarantee that the website will be secure or free from bugs or viruses.
17.2. You are responsible for configuring your information technology, computer programs and platform to access the website. You should use your own virus protection software.
17.3. You must not misuse the website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the website, the server on which the website is stored or any server, computer or database connected to the website. You must not attack the website via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. UPSTIX will report any such breach to the relevant law enforcement authorities and UPSTIX will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the website will cease immediately.
18. Which Country’s Laws Apply To Any Disputes?
18.1. These terms and conditions, their subject matter and their formation, are governed by English law.
18.2. You agree that the courts of England and Wales will have exclusive jurisdiction.