Swoople Agent Agreement

1. Who we are

We are Swoople Limited, registered in England and Wales with number 15742211, with our registered office at 128 City Road, London, EC1V 2NX. Our VAT number is 496011490.

2. Contact us

Contact us at support@go.swoople.com.

3. Agreement

3.1 By registering (or “signing up”) as an estate agent on swoople.com you agree to the terms of this agreement, which applies from the date we confirm your registration.

3.2 You warrant that the individual accepting this agreement on your behalf in the registration/sign up process has authority to bind you to this agreement, and that by such acceptance you are validly bound by it.

3.3 Our policies on Acceptable Use and Anti-Bribery and Corruption form part of this agreement.

4. Registration

Registration is free. You must be established in the UK and have your own website. Where relevant, each branch in your group must register separately.

5. Your information and profile

5.1 You are solely responsible for the accuracy of your registration information, the details on your public profile on Swoople, and for keeping such information current and not misleading.

5.2 You confirm that such information complies with applicable laws and that you own (or may use) all relevant intellectual property rights. Your public profile must not contain your contact details. We may verify such information and remove it if we cannot.

6. Introductions

6.1 We’ll notify you by email (and update your dashboard) when a seller includes you in their agent selection process and inform you of progress. We may also call you (either live or by automation).

6.2 The selection process has these steps:

1. Request for information
2. Appraisal/proposal
3. Appointment/contracting

6.3 You agree to respond to any seller request within one working day (two working days for a proposal). Late or non-responses will be deemed to be declined, and we’ll notify the seller.

6.4 For an appointment, you agree to upload a final pdf contract (optional) together with a URL link for the seller to e-sign. You can also arrange signing using your usual method if you prefer.

6.5 On your confirmation of contract signing, we’ll give you the contact details of any buyers who have registered an interest in the property (on the basis of legitimate interest for data protection purposes). You agree to contact all such buyers when you bring the property to market.

6.6 We aren’t, and won’t be, party to any contract between you and any seller, and we don’t have any responsibility or liability under or in relation to such contracts.

7. Introductions – if already appointed

If a seller who has contracted with you outside Swoople uses our platform to test the market and generate buyer interest, we’ll give you any such introductions as they arise.

8. Your contact with sellers

Sellers are running an agent selection process using Swoople, so you must not directly contact a seller who has requested information from you through Swoople unless and until you’ve arranged an appraisal with such seller. At this point, you’ll be able to use our messaging service to contact them. You agree to respond to any messages from sellers promptly and accurately.

9. Fees – pay as you win

9.1 Unless you choose to subscribe, we’ll charge you as follows:

9.2 To progress beyond the information request step, you must add a payment method on Swoople so we can collect our fees automatically. You only need to do this once, when registering.

9.3 You agree to notify us (or confirm on request) if you appraise a property and/or contract outside the Swoople agent selection process with a seller you’ve met through Swoople.

9.4 Once a seller includes you in their agent selection process via Swoople, you agree not to circumvent such process and will be liable for our fees in any event. We reserve the right to suspend your account or terminate this agreement, in our sole discretion, should you be in breach of this clause.

10. Fees – subscription

10.1 Instead of the “pay as you win” fee plan, you can subscribe to Swoople Pro for £200/month or £2,040/year (excl. VAT) to receive unlimited appraisal invitations and appointments.

10.2 You may cancel your subscription at any time. If you cancel, we won’t refund you (unless this applies), but you’ll remain entitled to the subscription benefits up until the date on which your subscription period ends (that is, at the end of the month or year, as applicable). Your plan will, in such event, revert to the pay as you win option.

11. Fee changes

We may change our fees at any time. Any such change is effective once we have notified you, except for any agent selection process you are in (for which previous fees will continue to apply).

12. Billing and late payments

12.1 We’ll bill and take payment from you on or around the seventh day of each calendar month for all fees you incur in the preceding calendar month.

12.2 If you subscribe, we’ll bill you up to the date of your subscription for any fees you have incurred (if any), then we’ll bill you in advance on a monthly or annual basis (as applicable) going forward.

12.3 We’ll charge you daily interest on late payments at 2% above the Bank of England’s base rate from time to time (which is deemed to be no less than zero), without limiting our remedies against you.

13. Refunds

We’ll refund you if a seller request is not genuine, as reasonably decided by us.

14. Seller or buyer questions or complaints

14.1 You agree to respond promptly and professionally to any questions from Swoople sellers and/or buyers. You also agree to liaise and co-operate with us if the question relates to any part of the Swoople process.

14.2 We’ll tell you if a seller or buyer complains to us about you, including all relevant details. You agree to deal with such complaints in a way that complies with consumer law and in compliance with any additional commitments or guarantees you’ve made in your profile or other marketing or advertising.

14.3 You agree to keep detailed records of how you’ve dealt with complaints and share them with us if requested.

15. Seller ratings

15.1 Sellers rate agents on their conduct during agent selection as well as post-appointment, from one star (worst) to five stars (best). We may publish these ratings and/or use Google ratings.

15.2 We don’t influence sellers in the ratings they give and nor must you.

16. Your fees

How you price your services is entirely up to you. You aren’t obliged to reveal your fees should you prefer not to do so, unless required by law.

17. How we rank agents

We are impartial. We don’t charge agents for priority listings in searches or otherwise. Our default ranking of search results for agents is by distance from the relevant property. However, sellers can sort their search results by other metrics (for example, by star rating) if they wish.

18. Seller offers

18.1 You may promote incentives, rebates, discounts, or other marketing offers to sellers. You’re solely responsible for ensuring that any such offer complies with all applicable laws and regulations. We do not vet, approve, or guarantee the legality, accuracy, or fulfilment of any such offer.

18.2 You must provide full, clear, and honest terms and conditions for any such offer, which must not be misleading, deceptive, or unfair. If required by law, you must also ensure such terms are included in contractual documents with sellers.

18.3 We may remove any offer that we deem to be in breach of this clause in our sole discretion.

19. Regulatory disclosures

We may collect information about you and your performance of this agreement to disclose to tax or other governmental authorities as required by law.

20. Your use of our systems

20.1 You may only use the computer systems that comprise Swoople for listing your profile, marketing your services, and communicating with us and sellers as envisaged in this agreement.

20.2 You must use reasonable security practices (including keeping your login details secure and notifying us immediately of any suspected compromise) to prevent unauthorised access to or damage to our systems.

20.3 You must not (except as required by law) copy, modify, reverse engineer, or use our systems to build competing services, nor allow unauthorised third parties to access them.

20.4 You must not create multiple accounts to avoid restrictions or liability.

21. Platform availability

We aim to always make Swoople available to you and our users. We may take some or all of our systems offline as reasonably required for routine and emergency maintenance or repairs. We’ll give you as much notice of such downtime as is reasonably possible. All communications may be affected by events outside our reasonable control.

22. Data protection

22.1 Each of us agrees to comply with applicable data protection laws, including the UK GDPR (or local equivalents).

22.2 Please see our Privacy Notice which explains how we collect, use, and protect personal information.

22.3 We collect personal data from sellers and buyers using our platform. We act as a data controller for this information and will only share it with you when a seller:

• 22.3.1 requests information from you, we’ll share the seller’s name and full property address so you can respond. You must not contact the seller or use this data for any other purpose at this stage;
• 22.3.2 arranges an appraisal with you, you may then communicate through Swoople. From this point, you become an independent data controller of the seller’s personal data and must use it lawfully and transparently; and
• 22.3.3 appoints you, we’ll also share the contact details of any buyers who have registered interest in that property, and you become an independent controller of that buyer data, too.

22.4 You must:

• 22.4.1 use data only for the purpose of responding to introductions and delivering services via Swoople;
• 22.4.2 not use it for off-platform marketing unless you have a lawful basis (such as consent);
• 22.4.3 keep data secure and delete it when no longer required; and
• 22.4.4 provide clear privacy notices to any individuals you contact.

22.5 Each of us agrees to cooperate as needed to respond to data subject requests, complaints, or regulator enquiries.

22.6 We may collect and analyse information about how users interact with our platform. We’ll use this information to improve the platform, support agent services, and develop aggregated insights.

22.7 Where we share insights derived from user activity with you, this data is either anonymised or shared in a way that complies with applicable law.

22.8 You must not attempt to reidentify or misuse such data and must use any insight tools we provide only for lawful purposes in connection with your use of Swoople.

23. Our intellectual property

23.1 In your marketing activities outside Swoople, for example on social media, you may publicise your Swoople profile but you must not suggest that you are in any way endorsed, controlled or created by Swoople.

23.2 You must not use our logos, trade marks or branding, or create content with the same look or feel as Swoople. However, we may send you a version of our brand logo which you can use in your marketing materials whilst you remain registered on Swoople. For this purpose only, we grant you a non-exclusive, worldwide, royalty-free licence to publish such logo.

23.3 As soon as reasonably possible after this agreement ends, you’ll remove any content in your marketing and elsewhere that suggests you’re registered on Swoople.

24. Your intellectual property

24.1 You grant us a non-exclusive, worldwide, royalty-free licence to publish any materials you provide to us for your profile on Swoople, including your logos, trade marks and branding (which we’ll use in compliance with any guidelines you’ve given us).

24.2 If you provide URLs linking to properties that you have sold (as agent), we may use such information and any associated images on Swoople for the benefit of our users.

24.3 As soon as reasonably possible after this agreement ends, we’ll stop all use of your materials on Swoople (subject to any period in which users may expect or need to see such information).

24.4 We won’t acquire any rights to your materials and any goodwill generated by our use of your materials on Swoople, or through our marketing activities, is incidental.

25. Suspension and termination by us

25.1 We can suspend your account or terminate this agreement if:

• 25.1.1 you’ve not paid one of our bills by the due date;
• 25.1.2 you’ve breached it and your breach is more than trivial or is repeated;
• 25.1.3 you’ve become insolvent or we think your ability to fulfil your obligations under this agreement is at risk;
• 25.1.4 continuing it is, in our reasonable view, likely to unfavourably impact our reputation or the reputation of other agents on Swoople; or
• 25.1.5 we stop providing Swoople as envisaged in this agreement.

25.2 We, together with you, have up to 30 days to resolve any suspension (taking account of any circumstances beyond your reasonable control), failing which this agreement will terminate.

25.3 We’ll give you at least 30 days’ notice of termination unless there are legal or other reasons for us to terminate with immediate effect, or the 30 day resolution period for any suspension has expired.

25.4 If we suspend your account or terminate this agreement, we’ll email you the specific facts or circumstances which led to our decision and which part of this agreement we consider you’ve breached (unless we can’t do this by law).

25.5 If you wish to lodge a comment or complaint about us, or you disagree with a suspension or termination, please contact us.

25.6 We’ll try our best to resolve all complaints or disputes amicably and efficiently. If we can’t, both of us agree to seek mediation prior to taking legal action.

26. Termination by you

You may stop using Swoople at any time, for any reason. Please contact us to de-register and this agreement will terminate.

27. Consequences of suspension or termination

27.1 We’ll notify relevant sellers of your suspension or any termination (and of any resolution of the same). We’ll also update your profile (until this is deleted) and flag you as unavailable for shortlisting if you appear in a seller’s agent search.

27.2 Depending on the reason for termination, we’ll delete your profile and disable your account either immediately or after 30 days.

27.3 During any period of suspension or in any notice period for termination, you must continue to comply with this agreement.

27.4 If you are a Swoople Pro subscriber and termination is because:

• 27.4.1 we’ve breached it and our breach is more than trivial or is repeated;
• 27.4.2 we’ve become insolvent or you think our ability to fulfil our obligations under this agreement is at risk;
• 27.4.3 continuing it is, in your reasonable view, likely to unfavourably impact your reputation; or
• 27.4.4 we stop providing Swoople as envisaged in this agreement,

your access to Swoople will end with immediate effect and we’ll refund you on a pro-rated basis for the unused period of your subscription. Termination for any other reason means we’ll continue to provide you with full access to Swoople (should you want it) until the expiry of your subscription period (that is, to the end of the month or year as applicable), and you will not be entitled to any refund.

28. Limitations on liability

28.1 The word “liability” in this agreement means every kind of liability arising under or in connection with this agreement.

28.2 Swoople does not accept any liability for any loss of profits, sales, business, agreements or anticipated savings, or for any indirect or consequential loss.

28.3 Total liability is capped as follows:

• 28.3.1 for loss arising from the other’s breach of data protection provisions, the cap is twice the fees paid or payable by you in the 12 months prior to such breach; and
• 28.3.2 for all other loss or damage the cap is equal to the fees paid or payable by you in the 12 months prior to such breach.

28.4 There is no liability unless one of us (the claimant) notifies the other of a claim in respect of an event within three from the day on which the claimant became, or ought reasonably to have become, aware of the relevant event having occurred. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

28.5 The limitations and exclusions set out in this agreement don’t apply to any liability which can’t legally be limited, or results from deliberate default, or relates to third party claims. The payment of any uncapped liabilities shall not reduce the above caps.

29. Third party claims

29.1 If any third party makes a claim against either of us (the innocent party) as the result of the actions or omissions of the other (the responsible party), then the responsible party must, at the option of the innocent party, either help the innocent party defend or deal with such third party claim, or defend or deal with it on behalf of the innocent party, in each case at the expense of the responsible party.

29.2 If defending or dealing with a claim on behalf of the innocent party, the responsible party must get the prior written agreement of the innocent party before settling it or attempting to do so.

29.3 The responsible party must pay an amount to the innocent party (calculated on a full indemnity after-tax basis) equivalent to any liabilities the innocent party incurs arising out of or in connection with any third party claim.

30. Compliance

When doing anything in connection with this agreement, you must comply with all applicable laws, regulations and codes from time to time in force.

31. Changes to this agreement

We’ll email you with appropriate notice about any changes we’re making to this agreement, unless they’re just minor changes which don’t alter the terms’ content or meaning. We’ll ask you to agree to such changes if you wish to remain on Swoople.

32. Conflict with terms of service

You must also comply with our Terms of Service. If there is any conflict between this agreement and such terms, the provisions of this agreement shall prevail.

33. Mediation

Either you or we can refer any dispute between us to independent mediators. The other’s agreement to mediate shall not be unreasonably withheld or delayed. The mediator will determine how to apportion of the costs of any mediation.

34. Governing law and jurisdiction

This agreement and any contractual or non-contractual dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each of us irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

35. Other important terms

35.1 Neither you nor we (the recipient) shall at any time during the term of this agreement, and for a period of three years after it terminates, disclose to any person any confidential information concerning the other (the discloser) or of any member of the group of companies to which the discloser belongs, except to the recipient’s employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the recipient’s rights or carrying out its obligations under or in connection with this agreement and the recipient ensures will comply with this clause, or as required by law. The recipient shall not use the discloser’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

35.2 This agreement constitutes the entire agreement between you and us in relation to its subject matter.

35.3 In entering into this agreement, neither of us relies on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

35.4 We may transfer any or all of our rights and obligations under this agreement at any time. You may only make such a transfer with our prior written consent (not to be unreasonably withheld or delayed).

35.5 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

35.6 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

35.7 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

35.8 This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. Neither you nor we require the consent of any other person to rescind or vary this agreement.