This End-User Licence Agreement ("Agreement") is a legally binding contract between the law firm, partnership, or legal entity you represent ("You", "Your", or the "Firm") and Property Marvel Limited, a company registered in England and Wales under company number 11935130, with its registered office at Ty Antur, Navigation Park, Abercynon, United Kingdom ("We", "Us", or "Our").
This Agreement governs Your use of the "Report On Title, by Property Marvel" software, which functions as a client reporting tool for UK property transactions, and its associated content (the "Product").
Access to the Product is provided to You through a third-party platform operated by Elan Technology Group Ltd (the "Reseller"). Your commercial relationship, including all billing and payments for the use of the Product, is with the Reseller. This Agreement governs only Your use of the Product itself.
By accessing, enabling, or using the product, you confirm that you agree to be bound by all the terms and conditions of this agreement. You also represent that either:
You are an individual acting on your own behalf; or
You are accepting these terms on behalf of a company or other legal entity, and you have the authority to bind that entity to these terms.
If you do not agree, do not access or use the product.
1. The Product & Licence Grant
1.1. The Product is a software tool designed to assist solicitors and other qualified legal professionals in preparing and creating client reports for property transactions, including but not limited to, Reports on Title, Reports on Sale, and Reports on Remortgage (collectively, "Reports").
1.2. The Product allows you to generate final, non-draft versions of your Reports ("Final Reports"). A Final Report is delivered as a secured, non-editable PDF document which is designed to prevent copying or data extraction.
1.3. The Product may be pre-populated with data pushed from the Reseller's platform via an Application Programming Interface (API). The Firm acknowledges this data flow and its responsibilities as outlined in Clause 4.
1.4. Accounts for the Firm and its users are created and managed automatically via the Reseller’s platform. You are responsible for maintaining the security of your credentials within the Reseller’s platform and for all activities that occur under your account in relation to the Product.
1.5. Subject to Your compliance with this Agreement, We grant You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Product for its intended professional purpose.
2. Permitted Use and Restrictions
2.1. You are responsible for all activities conducted through Your account.
2.2. You may distribute a Final Report in its complete, unmodified PDF format to your clients and other necessary third parties involved in the relevant property transaction.
2.3. You shall not, and shall not permit others to:
a) Copy, reproduce, modify, or create derivative works from the Product or Our Content (as defined in Clause 3.1).
b) Extract, scrape, or otherwise harvest Our Content for use outside of the Product's intended functionality. For the avoidance of doubt, this includes any attempt to copy or extract text or data from a generated Final Report PDF for use in external software or templates. All editing of a Report must be performed within the Product.
c) Resell, sub-licence, lease, or otherwise distribute the Product.
d) Reverse-engineer, decompile, or disassemble any part of the Product.
e) Use the Product for any illegal, fraudulent, or unauthorised purpose.
f) Transmit any viruses, malware, or any other code of a destructive nature, or otherwise interfere with the integrity or performance of the Product. Any such action will be considered a breach of the Computer Misuse Act 1990.
3. Intellectual Property Rights
3.1. We are the sole owner or the licensee of all intellectual property rights in the Product and its underlying software, design, and the default text, templates, and content provided therein ("Our Content"). These works are protected by copyright laws and treaties around the world. All such rights are reserved.
3.2. You, or your licensors, retain all ownership and intellectual property rights to the specific client data, edits, and custom content that You add to the Product ("User Content").
3.3. You grant Us a worldwide, non-exclusive, royalty-free licence to host, store, copy, and process Your User Content solely for the purpose of providing and maintaining the Product and its related services to You.
3.4. Upon generating a Final Report, you own the resulting PDF document as a digital file. Notwithstanding this ownership, We retain all underlying intellectual property rights and copyright to Our Content contained within that PDF. The licence granted to You is strictly limited to distributing the Final Report in its original, unmodified form as permitted by Clause 2.2.
4. Firm's Responsibility for Report Accuracy
4.1. The Product is a tool to assist in the creation of Reports. It is not a substitute for professional legal judgment, due diligence, or advice.
4.2. You are solely and exclusively responsible for the final accuracy, completeness, and legal validity of any Report produced using the Product. This responsibility extends to all data within the Report, including any data that has been pre-populated by the Reseller's platform.
4.3. You must independently verify all information, whether generated by the Product, entered by You, or pre-populated, and ensure that the final Report is fit for purpose and complies with all applicable professional standards, regulations (including but not limited to SRA requirements), and client instructions.
5. Data Retention Policy
5.1. To manage data storage and comply with data protection principles, We will retain any Report (whether in draft or final form) created using the Product for a maximum period of 120 days from the date of its last modification.
5.2. After this 120-day period, the Report and all associated User Content will be permanently and irretrievably deleted ("expunged") from Our systems.
5.3. It is Your sole responsibility to download, save, and securely store final copies of any Reports in Your own systems before the expiry of the retention period. We shall have no liability for any loss of data after this period.
6. Data Protection
6.1. For the purposes of the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018, the following shall apply:
a) The Firm is the Data Controller in respect of any personal data contained within the User Content.
b) Property Marvel Limited is a Data Processor acting on behalf of the Firm.
c) The Reseller (Elan Technology Group Ltd) is also a Data Processor.
6.2. Processing Details:
a) Subject-Matter: The provision of the "Report On Title" software product.
b) Duration: For the term of the Firm's use of the Product, subject to the Data Retention Policy in Clause 5.
c) Nature and Purpose: To receive, process, and store personal data as inputted by the Firm, or as pre-populated via the Reseller’s platform, for the purpose of creating Reports.
d) Types of Personal Data: May include names, addresses, contact details, property details, and financial information (e.g., purchase price, mortgage details) of the Firm's clients.
e) Categories of Data Subjects: Clients of the Firm involved in property transactions.
6.3. As a Data Processor, We undertake to:
a) Process personal data only on Your documented instructions.
b) Ensure that all Our personnel authorised to process the personal data are subject to a strict duty of confidentiality.
c) Implement appropriate technical and organisational security measures to protect the personal data.
d) Not engage another processor (sub-processor) without Your prior specific or general written authorisation.
e) Assist You, by appropriate technical and organisational measures, in fulfilling Your obligation to respond to requests from data subjects exercising their rights.
f) Assist You in ensuring compliance with Your security, data breach notification, and data protection impact assessment obligations.
g) Upon termination of the service, and in accordance with Our Data Retention Policy, delete all personal data.
h) Make available to You all information necessary to demonstrate compliance with our obligations and allow for audits conducted by You or another auditor mandated by You.
6.4. Data Storage Location: All User Content and associated personal data processed by Us is stored securely on servers located within the United Kingdom (UK) and/or the European Economic Area (EEA). Data will not be transferred outside of the UK/EEA without ensuring that appropriate legal safeguards are in place in accordance with UK GDPR.
7. Service Availability & Disclaimer
7.1. We will use commercially reasonable endeavours to make the Product available 24 hours a day, seven days a week, except for planned maintenance. However, we do not warrant that Your use of the Product will be uninterrupted or error-free.
7.2. The Product is provided "AS IS" and "AS AVAILABLE". To the fullest extent permitted by law, We disclaim all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, and non-infringement.
8. Limitation of Liability
8.1. You agree that Your use of the Product is entirely at Your own risk. We shall not be liable for any errors, omissions, or inaccuracies in any Report created using the Product.
8.2. To the maximum extent permitted by law, We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or business interruption arising out of or in connection with this Agreement or the use of the Product.
8.3. Our total aggregate liability to You under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to a sum of one hundred pounds sterling (£100).
8.4. Nothing in this Agreement shall limit or exclude Our liability for:
a) Death or personal injury caused by Our negligence;
b) Fraud or fraudulent misrepresentation; or
c) Any other liability that cannot be excluded or limited by English law.
9. Termination
9.1. We may, at Our sole discretion, suspend or terminate Your access to the Product immediately and without notice if You are in material breach of this Agreement, including but not limited to any provision in Clause 2 (Restrictions) or Clause 3 (Intellectual Property).
9.2. Upon termination, Your right to access and use the Product will cease immediately. Data will be deleted in accordance with the Data Retention Policy in Clause 5.
10. General
10.1. Entire Agreement: This Agreement constitutes the entire agreement between You and Us regarding the use of the Product and supersedes all prior communications and proposals.
10.2. Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions will remain in full force and effect.
10.3. Governing Law and Jurisdiction: This Agreement, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim.