1. Definitions

a. The “Company”- ntitle Limited.

b. “Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in the UK.

c. “Service Provider”- ntitle Limited provides a Title Investigation Outsource Service. All Title Investigations are carried out within mainland UK.

d. “Agreed Fees”- This is a fee that cannot be varied and becomes payable once ntitle receive the instruction. These fees are fixed and determined by the type of Title Investigation being undertaken.

e. “Compliance Standards” - Title Investigation need not be regulated activity of the SRA, The Law Society, The Council of Licensed Conveyancers or the Chartered Institute of Legal Executives. However, we understand that we will be working alongside Lawyers and will need to comply with their regulatory bodies and follow best practice procedures. As such we will need to have an in-depth knowledge of their regulatory requirements.

f. Our “Service” – Investigation of Legal Title. Delivery of comprehensive Title Report and pre contract enquiries in the pre-defined company format.

​g. The “Client Company”- Means the party procuring the Services from the Company.

h. “Instruction” -Formal request by the Client Company to undertake a Title Investigation.

i. “Data Protection Legislation” Data Protection Act 2018 and thereafter unless (i) any successor legislation to the Data Protection Act 2018.

j. “GDPR” - UK General Data Protection Regulation (UK GDPR).

k. “Personal Data” - Means any information relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

l. “Confidential Information” - Any Information that is treated as confidential by either party including any information about the Client Company or their Clients. all non-public information, designs, ideas, concepts, improvements, product developments, whether patentable or not, that are conceived, made, developed or acquired, individually or in conjunction with Including all such information relating to corporate opportunities, business plans, strategies for developing business and market share, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, customer requirements, the identity of key contacts within customers' organisations. All documents, written presentations, brochures, notes, records, files, correspondence, manuals, specifications, computer programs, e-mail, voice mail, electronic databases, and all other writings or materials of any type including or embodying any Confidential Information shall be deemed Confidential Information and be subject to the same restrictions on disclosure applicable to Confidential Information pursuant to the Terms of Business. For purposes of these Terms of Business, Confidential Information shall not include any information that

• • (i) is or becomes generally available to the public unless agreed between the parties
  • (ii) was available on a non-confidential basis before its disclosure by the Company; or
  • (iii) becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company or any of its subsidiaries. “Sensitive Information” Information or data that must be protected from unauthorised access to safeguard the privacy or security of an individual or organisation.

m. “System” – This is the software programme, application or technical service used by the company in order to provide the service to the company client.

n. “Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time. Words imparting the singular number shall include the plural and vice versa.

o. “Website” the Company website https//www.ntitlesolutions.com which sets out a full list of our services and company policies and is also a mean of accessing our online client workspace.

p. “Title Investigation”- Is the examination of the Title Information to enable the Company to draft an extensive Report on Title together with a list of Pre-Contract Enquires.

q. Title Information -Property Title Deeds, completed Sellers Property Information Forms, completed Fixtures and Fittings Form, Guarantees, Planning Permissions, Building Regulations Consent together with any other property specific information relevant to the purchase transaction.

​r. Title Report - Provides an in depth overview of the history of the ownership of the property being purchased, outlining any encumbrances, easements restrictions, mortgages there might be.

s. “Notice Period” – This refers to any notice of amendment, change or variation to the company’s terms of business. 1 month.

t. “Property Issues”. It will not be our responsibility to carry out a physical inspection of the property. It will be the Client Company’s responsibility to inform us of any discrepancies in the documentation provided as and when you are notified of by their client. We are unable to advise on the valuation of the property or the suitability of the mortgage or any other financial arrangement. We are unable to advise generally on environmental liabilities and would always advise that the appropriate searches be carried out to confirm the position.

2. Application

a. The Terms and Conditions of ntitle apply to the provision of the Service by the Service Provider, a registered company in England and Wales under company number 10950460 having its registered office 15 Kyle Avenue, Cardiff CF14 1SR to the Client Company requesting the Service. These Terms provide the basis of the contractual agreement between the Company and the Client Company and by instructing us you are in turn agreeing to the abide by the Terms and Conditions herein.

​b. In these terms of business ‘we’ or ‘our’ or ‘us’ refers to ntitle Ltd.

​c. The Terms and Conditions apply to the Contract for the Service to the exclusion of any other terms that the Client Company attempt to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

​d. ntitle will exercise due skill and use reasonable care in the performance of the Service in accordance with your Instructions.

​e. ntitle will comply with the Terms of Business including any specifications agreed between ntitle and the Client Company. ntitle is permitted to make changes to the Service which are necessary to comply with relevant law, Statute or Compliance Standards. ntitle will notify the Client Company of any changes within a reasonable Notice Period.

3. Confidentiality

a. ntitle is under a professional and legal duty to keep all information received confidential and will not disclose Confidential Information to any party other than those to which they are contractually obliged.

b. ntitle is committed to protecting the Confidentiality of Sensitive Data which is disclosed through the investigation of title. ntitle will limit the disclosure of Sensitive Information within the Company.

c. ntitle is the owner or licensee of all intellectual property rights in our website/Systems under current copyright law. All such rights are reserved. ntitle does not permit the use of material available on the website/ System for any use other than that for which it is intended/ contracted.

d. ntitle shall not be liable for any decisions, obligations, costs or expenses incurred for changes in plans/ services etc based upon the information provided within the contractual arrangement.

It is accepted that we may, in accordance with legal requirements, have to disclose information to third parties, for example governmental organisations (including the police), in respect of and/or in connection with your access and/or use of the Services. Subject to any legal prohibitions to the contrary we will notify you of such disclosure as soon as reasonably possible.​

4. Data Protection

a. ntitle and all services provided by ntitle are UK GDPR compliant. We will not store any personal details or buyers details, but simply process and delete as soon a practicable. Data for any house buyers will not be retained for any purpose other than the intended, to undertake a title investigation.

b. ntitle as a data processor is not registered under the Data Protection Act 2018.

c. By Undertaking the Service for which it has been contracted, ntitle will be required to obtain, use, process, disclose information and analyse. The information may be used for related purposes but for no other reason. ntitle and the Systems created or licensed to deliver the Service, have been developed with the intention of requiring and maintaining minimum data and information. Information and data will be held securely by ntitle for the duration required by the relevant legislation at the time.

d. By instructing the Services, ntitle is directly authorised to use the data and information for the secure delivery of the Services instructed.

e. Retained data and information held by ntitle will be in encrypted electronic format for three months unless otherwise agreed by the parties. ntitle is committed to adhering to and developing the most secure electronic document management plan available at any time and is able to move data within the six- year statutory period, if appropriate, without notice.

f. No paper documentation will be held by ntitle at any time.

g. To meet legal requirements for data protection, all data is stored in EU domiciled services. No information will be stored outside of the EU.

h. ntitle is compliant with EU Directive 95/46/EC.

5. Use of Advice
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The contents of the Title Report is produced entirely for the use of the Client Company and their Client Purchaser only and no other. The Client Company agrees not to make the documents produced in our Service available to any third party (other than the Client Purchaser(s)) without our express permission to do so

The ntitle service is offered and fulfilled in an advisory capacity. The service provided and reports produced are to be used to assist and supplement the client company process, diligence and checks involved within the conveyancing transaction.

The ntitle service and advice is limited to and based upon the information provided with the contract pack upon instruction and does not extend to replies to enquiries or information provided to the client company but excluded from the contract pack. It is the client company's sole responsibility to own and manage all aspects of the full property transaction of which the client company is instructed

ntitle will not be responsible for any matters, concerns or issues that fall outside the scope of the ntitle service and advice provided .

​6. Technology

a. ntitle utilises third party secure online workspace (hub) and case management systems that use SSL & TLS encryption to ensure your data is secure. The collaboration software licensed is accredited by UKAS with ISO/IEC 2701 Information Security Management Systems certification and IASME consortium with cyber essentials certification. The case management platform used is endorsed by the Law Society of England and Wales. All platforms used n the delivery of the ntitle service are UK GDPR compliant.

7. Contract

a. The commencement of the Contract will become legally binding upon acknowledgement via email of the receipt of the instruction.

b. When using any part of or all our Service or when communicating with ntitle by electronic means you are deemed to be consenting to receipt of communications via these means. We will communicate with you only to the extent required to provide you with the Service.

c. The Contract is governed by the laws of England and Wales.

d. The Contract exists between ntitle and the Client Company.

e. A Contract will not exist between ntitle and the client of the Client Company.

f. A duty of care will not exist in respect of any party other than that with which ntitle has a contractual relationship.

g. The Service provided by ntitle is non-returnable. Once the Contract is commenced by the acknowledgement of the instruction, the service cannot be cancelled, unless in exceptional circumstances and upon receipt of written notice to be served by email and acknowledged by ntitle.

8. Exclusion of Liability

a. The ntitle website and client hub is used at the Client Company’s own risk. ntitle is committed to taking reasonable measures to ensure all Systems are safe and secure.

b. ntitle does not accept any liability for loss suffered as a result of links posted to the website or for using unsafe or unsuitable devices.

​c. No director or member of staff of ntitle will have any personal liability for the work undertaken for the Client Company.

​The Client Company agrees not to bring any claim personally against any individual director/ member of staff in respect of any loss which has been suffered or incurred directly or indirectly, in connection with our Service. This will not limit ntitle’s own liability for its acts or omissions.

Our liability for losses arising out of, or in connection with our Service (including legal costs incurred in pursuing recovery of the losses and including interest) shall be limited to the sum of £2 million, unless expressly agreed between ntitle and the Client Company otherwise.

​In defining what a claim is for the purposes of this clause, all claims against ntitle arising from one act or omission, one series of related acts or omissions, the same act or omission in a series of related matters or Services, and all claims against ntitle arising from one matter or Service, shall be regarded as one claim.

Nothing in these Terms excludes or restricts liability for;

a) Losses causes by the fraud, dishonesty, wilful default or reckless regard of professional obligations committed by any director/member of staff undertaking our Service or from liabilities which cannot be limited or excluded by law or by rules of professional conduct in force from time to time.

ntitle considers that the limitation of our liability set out is reasonable having regard to the availability and cost of professional indemnity insurance and possible changes in the future. However, should you find this inappropriate nititle would invite you to discuss the limits with us and we will investigate the options in providing further cover at an additional cost.

d. The Service is available Monday to Friday 9am to 5pm (excluding public holidays). Should the Service be delayed ntitle will inform the Client Company as soon as reasonably possible. Any instructions received outside of the core working hours will be deemed to have been received at 9am the next working day.

​e. There will be no liability for any disruptions to internet connections or technological issues which are out of the control of ntitle.

f. ntitle is committed to providing accurate and up to date information on the site and System/client work space, as far as practically possible.

g. In order for an instruction to become contractual, ntitle must have received all documentation required to undertake the service together with a completed instruction sheet. ntitle cannot accept any liability for the failure or delay in providing the relevant documentation.

h. All Title Reports provided as a result of the service are deemed to be fully accepted and understood by the Client Company and the client of the Client Company, upon receipt.

i. ntitle does not accept any liability to any party except the Client Company in which a contract for the Service exists.

j. ntitle’s Terms and Conditions do not affect your statutory rights as governed by the Law of England and the EU and Courts of England and Wales.

k. ntitle is not liable in connection with our provision of Services or the performance of any of our other obligations under these Terms and Conditions for;

• • i) Indirect, special or consequential damage, costs and expenses
  • ii) Any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or other third-party claims
  • iii) Any losses caused directly or indirectly by any failure or your breach in relation to the obligations
  • iv) Any losses arising directly or indirectly from the choice of services and how they will meet your requirements or use of the Service provided​

l. You must indemnify us against all damages, costs, claims and expenses suffered by us rising from any loss caused by Client Companies.

9. Termination

a. ntitle may terminate the provision of the Services immediately if the Client Company;

• • ​i. Commits a breach of the obligation under the Terms and Conditions.
  • ii. Fails to make a payment under the Contract on the due date
  • iii. Becomes or is about to become bankrupt or insolvent.

​b. The Client Company may terminate instructions of Service at any time by no longer uploading instructions to the client work space without notice.

​10. Force Majeure

a. ntitle is not liable for any failure or delay in delivering the Service where such failure results from any cause that is beyond the reasonable control of ntitle. Such causes include, but are not limited to, power failure, internet service failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of ntitle.

11. Third Party Rights
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No part of the Contract shall confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement.

12. Severance

a. If one or more of the Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, then those provisions will be deemed to be severed from the Terms and Conditions which will remain valid and enforceable.

​13. Terms of Payment

a. Payment must be received in full by ntitle within 14 days from the date of the invoice generated on our System.

All invoices will be delivered by email and this email will constitute valid delivery of that invoice.

​b. In the event that payment is not received within 14 days of invoice, interest will be charged daily at 8% above HSBC base rate.

​c. If the invoice remains outstanding after 14 days ntitle are entitled to cease work with the Client Company until all outstanding invoices are paid in full.

​d. For the avoidance of doubt, payment is due for all matters instructed to ntitle, regardless of whether the transaction proceeds to a successful legal completion.

14. Communication
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The terms and conditions form the entire agreement between ntitle and the Client Company as to the terms of our appointment and the Service provided, to the exclusion of all other correspondence and discussions.

Our Service is dependent on the efficient delivery of the Contract Documentation. We hereby expressly disclaim any liability for any loss caused due to the failure or omission to provide all the necessary documentation required to carry out the Title Investigation and Enquires before Contract.

15. Email Communication
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By using email communication, the Client Company is deemed to have accepted the inherent risks in such communication and ntitle will have no liability for any losses arising from such risks.

16. Law and Jurisdiction
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ntitle is governed by English Law and by accepting these terms you submit to the exclusive jurisdiction of English Courts.

These Terms and Conditions do not affect your statutory rights governed by the Law of England and the EU and the Courts of England and Wales.

17. Complaints/Service Quality
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If at any time the Client Company is unhappy or dissatisfied with the Service provided by ntitle they should in the first instant email ntitle with this complaint. In that event that the matter is not resolved in a satisfactory manner then they should refer to ntitle’s formal complaints procedure which is detailed in our terms of business.

18. Intellectual Property
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Ownership of Intellectual Property. The parties agree that all, copyrightable material, software, website content, trademarks, trade secrets and the like which are developed, produced or conceived by the Company (collectively, the “Intellectual Property) is the legal Intellectual Property of the Company. The parties expressly agree that any and all the Intellectual Property developed by the Company shall be considered licensed to the Client for the intended use.