HMLR Avoidable Requisitions Performance Intelligence Service

Terms and Conditions

1. ACCESS

Access to the Service will be provided to you once you have accepted these Terms and completed our online Direct Debit Instruction (“DDI”). There is no separate registration process for this Service. Your use of the Service in any manner which is prohibited by these Terms may result in termination or suspension of the Service.

We reserve the absolute right to suspend, terminate, or modify, for any or no reason, your access to the Service.

Access will only be provided to you once you have completed the online DDI. You will not have access to the Service until Lexsure is holding a valid, completed online DDI.

Reports are issued twice yearly, following each release of the underlying HM Land Registry avoidable requisitions data (approximately every six months). You will receive your firm’s report, together with any accompanying benchmarking commentary, as soon as reasonably practicable after that data becomes available to us.

2. LICENCE

You are granted a non-exclusive, non-transferable, revocable licence with effect from your acceptance of these Terms to use the Service (and any software incorporated therein) (the “Software”).

Save for the limited licence provided for above, you shall have no proprietary or other interest or rights in the Service, including in the underlying HM Land Registry avoidable requisitions data, benchmarking outputs, percentile rankings, or any other analysis generated by the Service.

You shall not, without our prior written consent (other than to the strict extent that such act cannot be restricted by law):

• copy the whole or any part of the Service, including any benchmarking data, reports, or percentile calculations generated by it;

• modify, merge or combine the whole or any part of the Service with any other service;

• assign, transfer, distribute, sell, lease, rent, sub-licence, charge or otherwise deal in or encumber the Service;

• adapt, translate, reverse engineer, decompile or disassemble the whole or any part of the Service.

3. CHANGES TO SERVICE

These Terms may be changed (including any reasonable change to the charges for use of the Service) at any time, provided that any change to charges will only take effect 10 days after notifying you by email.

If you ask us to add a recipient (i.e. over and above the nominated primary contact named on the DDI form, or by way of specific request), then there will be an additional fee for each additional recipient of £75 + VAT.

Lexsure reserves the right to change, revise or modify these Terms at any time by posting the amended terms on the site. Any amended terms shall automatically be effective upon posting. Your continued use of the Service will signify your acceptance of the revised terms. If you do not accept the revised terms, your sole and exclusive remedy is to discontinue using the Service. The latest terms will be viewable on the site and you should always review them prior to using the site.

4. CHARGES & PAYMENTS

You (or, if you are an individual entering into this agreement on behalf of any other legal entity or person, then you on behalf of the legal entity or person which you acted or purported to act for when accepting these Terms) will be charged in line with the subscription charges applicable for the level of Service required. You will be charged monthly in arrears.

If payment for the Service cannot be collected for any reason, and no effort is made to remedy the situation by the subscriber, and the transaction remains outstanding for longer than 30 days, Lexsure reserves the right to terminate the account at that time. We shall be entitled to charge you interest at 4% over the Law Society Rate of Interest from time to time in force in respect of any invoices not so discharged.

We reserve the right to revise the subscription charges for the Service.

5. YOUR RESPONSIBILITIES

You unconditionally agree:

• to notify us promptly by e-mail if you suspect unauthorised use of the Service. Until you notify us, you remain responsible for such unauthorised use;

• to provide accurate and complete subscription information (including, but not limited to, your firm name, postal or e-mail address, phone number and payment information) and to promptly report any changes in such information to us. Lexsure will not be responsible in the event that you do not receive information sent to you due to invalid contact details; you must therefore inform Lexsure of any change to the above details and receive confirmation from Lexsure that your details have been updated successfully;

• that you are responsible for providing and maintaining all computer equipment and software necessary for you to access the Service;

• not to resell, remarket, or otherwise redistribute any portion of the Service, including any avoidable requisitions data, benchmarking figures or percentile rankings obtained through it;

• to comply with all applicable laws, regulations, or conventions, including, but not limited to, those related to data privacy, intellectual property rights, import/export of data and taxes, and misleading or deceptive conduct.

Ultimately it is for the firm to determine what use, if any, it makes of the benchmarking data, commentary or percentile analysis provided through the Service, including whether and how any such information is used to inform the firm’s internal quality assurance, training, or conveyancing process reviews. You are reminded to notify appropriate parties within your firm of any changes made to internal processes as a result of insights drawn from the Service.

You warrant that by registering for/subscribing to and continuing to use the Service, you are of legal age and capacity and are duly authorised to bind your firm to these Terms.

6. TERM AND TERMINATION OF THE PERFORMANCE INTELLIGENCE SERVICE

Other than for reasons of inactivity outlined earlier in these Terms, either party may terminate this agreement on 7 days’ notice. This can take the form of an email by either party.

Even after the Service has been terminated, Lexsure may occasionally continue to send performance benchmarking updates or sector alerts as part of a wider campaign. Sometimes this may be over a prolonged period. Please note that supplying you with any such updates free of charge is not a commitment to provide the Service for free.

7. INDEMNITY

You agree to defend, indemnify and hold us, our affiliates, contractors, service providers, employees or agents harmless from and against any and all liabilities, costs and expenses, including reasonable attorneys’ fees, related to or arising from any breach by you of these Terms, failure by you to perform your obligations, or your use of the Service.

8. DISCLAIMER OF WARRANTIES

This Service provides benchmarking data, percentile rankings and commentary derived from HM Land Registry avoidable requisitions statistics, but is not a substitute for the firm’s own compliance, conveyancing management or quality assurance function reviewing and interpreting that data in light of the firm’s specific circumstances.

The data contained in each report is obtained directly from HM Land Registry. While we take reasonable care in compiling and presenting this data, Lexsure cannot be held responsible for the accuracy, completeness, currency or correction of the underlying figures, as these are produced and published by HM Land Registry and not by Lexsure. If you have any questions about the data in your report, you are welcome to raise these with us and we will do our best to assist, but we cannot accept liability for the underlying figures. If you intend to rely on, or take any action based on, the data or commentary in a report, we recommend that you independently verify the relevant figures, or ask us to check them again, before doing so.

The use of our Service is subject to our fair use policy. What constitutes fair use is at the discretion of the Operations Director of Lexsure.

Lexsure, at its sole discretion, may modify or discontinue the Service for any reason without notice. The Service you receive is “as is” and without any warranty other than those explicitly provided for in these Terms.

No information, whether oral or written, obtained by you from us through this Service shall create any warranty, representation or guarantee not expressly stated in these Terms.

Lexsure will, to the best of its ability, provide a Service that is uninterrupted and error free, that defects will be corrected, and that the site or the server that makes it available are free of viruses or other harmful components; however, it does not represent or make any warranties in this respect. This exclusion does not apply to the underlying HM Land Registry data sets made available through the Service.

9. LIMITATION OF LIABILITY

Lexsure shall indemnify you from and against any and all actions, claims, demands, liabilities, damages, costs and fees, including reasonable professional and legal fees on a solicitor and own client basis (collectively an “Indemnified Claim”), provided that:

• notwithstanding anything else contained in these Terms, we shall not be liable to you or any third party for any loss of profits or contracts (whether direct or indirect) or for any indirect or consequential loss, whether arising from negligence, breach of contract or howsoever arising;

• you acknowledge and accept that electronic information sent via the Internet can be affected by errors in transmission, destructive programs, or information introduced maliciously by third parties such as viruses, worms, Trojan horses or other code that manifests contaminating or destructive properties. Whilst we will use reasonable endeavours to procure that such destructive programs are restricted, we are not liable for the presence of such programs except to the extent to which their presence is caused by our failure to use such reasonable endeavours; and

• we have no control over the Internet or documentation transmitted by email or via the Internet. The Service does not include protection for, or privacy of, such information.

We shall not have any liability to any third party except in accordance with these Terms or except as otherwise expressly agreed in writing by us.

Nothing in these Terms shall exclude or limit either party’s liability for death or personal injury arising from its negligence or that of its servants, agents or employees.

10. PRIVACY

The Service principally makes use of organisation-level statistics published by or derived from HM Land Registry (such as application volumes and avoidable requisition rates by firm) and does not process personal data relating to your clients or their matters.

To the extent that we process any personal information about your employees or representatives (such as the name and contact details of users of the Service) (“User Data”), we will use it in accordance with our Privacy Policy.

We will both comply with all applicable requirements of the Data Protection Legislation. The provisions of this agreement are in addition to, and do not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

Lexsure shall ensure that User Data is kept secure and, where appropriate, in encrypted form, and shall use all reasonable security practices and systems to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of such data.

We both acknowledge that, for the purposes of the Data Protection Legislation, you are the Data Controller and we are the Data Processor in respect of the User Data.

Without prejudice to the generality of the foregoing, each party will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the other party for the duration and purposes of this agreement, and Lexsure shall:

• process that personal data only on the instruction of the Data Controller, unless required by the laws of any member of the European Union or by European Union law applicable to the Data Processor (“Applicable Laws”). Where the Data Processor is relying on such laws as the basis for processing, it shall promptly notify the other party before performing the processing, unless prohibited from doing so by the applicable legislation;

• ensure that it has in place appropriate technical and organisational measures, which you are entitled to review in advance of this agreement, to protect against unauthorised or unlawful processing of personal data and against accidental loss, destruction of, or damage to, personal data, appropriate to the harm that might result and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (which may include pseudonymisation and encryption of personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing the effectiveness of the technical and organisational measures adopted);

• ensure that all personnel who have access to and/or process personal data are obliged to keep it confidential, and not transfer any personal data outside of the European Economic Area unless the prior written consent of the Data Controller has been obtained and the following conditions are fulfilled: (i) the Data Controller or the Data Processor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; and (iii) it complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data transferred, and complies with reasonable instructions notified to it in advance by the Data Controller with respect to the processing of personal data;

• assist the Data Controller, at the Data Controller’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

• notify the Data Controller without undue delay on becoming aware of a personal data breach; and

• at the Data Controller’s written direction, delete or return personal data and copies thereof to the Data Controller on termination of this agreement, unless required by applicable legislation to retain it.

11. TERMINATION

Either party may terminate this agreement on 24 hours’ notice. This can take the form of an email by either party and does not have to contain any formal wording, but needs to be clear that the Service or subscription is coming to an end. Any reference by you to cancellation of any direct debit will be treated as cause for immediate termination.

Cancellation of any Direct Debit set up for any Lexsure services (even if not in relation to this Service) will automatically result in the account being suspended or terminated.

12. GENERAL

These Terms constitute the entire agreement between you and us, superseding any prior oral or other agreements about the Service.

Your use of the Service after the effective date of a change to these Terms constitutes your continued acceptance of the Terms and the Service, as amended, and if any provision of these Terms is determined to be invalid, all other provisions remain in force.

You should send all written notices relating to the Service to: Lexsure Limited, 78 York Street, London W1H 1DP, United Kingdom.

If you or Lexsure cancels the Service within six months of your account being activated (or within six months of acceptance of these Terms), Lexsure shall not be obliged to reactivate this Service or take your firm on for any other service (including webinars) for a period of two years from your firm’s account being switched off. This also means that Lexsure reserves the right to terminate any other service that you currently have, even if pre-dating this Service.

13. GOVERNING LAW

These Terms will be governed by English law, and disputes relating to them will be submitted to the exclusive jurisdiction of the English courts.