Terms and Conditions of Use

Introduction

Before you register you may view the Millar & Bryce Ltd. MBOnline website (the "Site") anonymously. The Site is not intended for consumer use or for use and is for exclusive use by professionals such as Law Firms, Solicitors and Conveyancers engaged in activities related to property conveyancing. Users of this Site are required to register with Millar & Bryce Ltd. before utilising any of the services on this web site. Unless Millar & Bryce Ltd. indicates otherwise in writing, Millar & Bryce Ltd. is willing to provide the services offered by the Site only on the terms and conditions set out below (the "Terms") and only to those users that have duly completed and signed a Millar & Bryce Ltd. MBOnline Registration Form. By completing the Registration Form or signing the confirmation of such Registration Form faxed to you, you are indicating your acceptance of these Terms. Please contact Millar & Bryce Ltd. using our web site http://www.millar-bryce.com or by e-mail mbonline.admin@millar-bryce.com or by phone, 0131 556 1313 if you have any questions or concerns about these Terms or if you are unsure as to whether you are qualified to use the Site.

These Terms and the documents identified herein shall apply to any service that Millar & Bryce Ltd. agrees to perform for you from time to time (the the "Services").

Your Obligations

You shall fully and accurately complete the (web-based) Application Form in accordance with Millar & Bryce Ltd's instructions.

If you wish to use the Services provided by the Site, you agree to accept your obligation to pay for said Services based upon the Fee List to be published by Millar & Bryce Ltd. from time to time.

You shall notify Millar & Bryce Ltd. immediately of any change in the information you have provided (including with regard to your professional status) or of any misuse or potential misuse of your Millar & Bryce Ltd. MBOnline password.

You will use the Services only in accordance with best professional practice.

You shall not knowingly use the Services to receive or transmit material that is obscene, threatening, menacing, offensive, defamatory, in breach of confidence, in breach of any intellectual property right or otherwise unlawful, or an abuse of the Site, in each case determined by the reasonable opinion of Millar & Bryce Ltd.

You represent, warrant and covenant that all information you provide to Millar & Bryce Ltd.(either written or oral) under these Terms and supporting documents, including all information about your staff is true, accurate and complete; and

You agree that you are responsible for all charges incurred in the use of the Site and that you will only allow authorised staff to have access to and to use the Site.

You agree that you will fully comply with the Data Protection Act 1998 and obtain the specific and informed consent of your clients for yourself and Millar & Bryce Ltd. to process their personal data for the purposes of the Site. You agree not to supply any clients' personal data to the Site until such explicit consent is obtained.

MILLAR & BRYCE Obligations

Millar & Bryce Ltd. MBOnline will be available 24 hours a day, 365 days of the year but Millar & Bryce Ltd. makes no representation that access to the Site will be uninterrupted. Millar & Bryce Ltd. will use reasonable endeavours to ensure that the Site is available between the core hours of 8:00 a.m. and 6:00 p.m. Monday to Friday (excluding Statutory Holidays in Scotland) and will use reasonable precautions to avoid interruptions to the availability of the Site during those core hours and to restore the Site as soon as reasonably possible whenever interruptions occur.

Passwords

Millar & Bryce Ltd. will assign an initial Millar & Bryce Ltd. MBOnline password to you. We recommend that you protect the privacy of your account information by not revealing your Millar & Bryce Ltd MBOnline Password to anyone. You will be liable for all charges incurred through the use of your MBOnline Password.

Millar & Bryce Ltd.reserves the right to remove or amend passwords for operational purposes.

WARRANTY EXCLUSION AND LIMITATION ON LIABILITY

Millar & Bryce Ltd.:

1. warrants that:
   
   
1. the Services will be performed with reasonable skill and care;
2. it is authorised to provide the Services on these Terms;
3. the provision of the Services will not infringe any third party rights;
4. the Services shall contain nothing that is defamatory, obscene , offensive or otherwise contrary to law or regulation.
   
   
2. to the maximum extent permitted by law, makes no other representations, warranties or conditions of any kind, either express or implied, with respect to the Site or the Services.
   
   
3. in no event shall be liable to you for any indirect, consequential, special incidental or punitive damages whatsoever, including without limitation any damages for loss of business profits, business interruption, misuse of your password or account, loss of data or business data, or any pecuniary loss caused by any use of the Site where the loss or damages is the result of incorrect or incomplete information shown in any of the public records searched.

Millar & Bryce Ltd. does not exclude or restrict its liability for personal injury or death caused by negligence or any other liability the exclusion or restriction of which is expressly prohibited by law.

Millar & Bryce Ltd. may withdraw or amend any agreement with you in the case of obvious typographical or arithmetical inaccuracies appearing on the Site.

Indemnity

You agree to indemnify and hold Millar & Bryce Ltd harmless for any costs (including settlement and legal fees), damages , expenses, losses, and liability that they incur as a result of any claim, suit, action or other proceeding brought against them, that is based on or arises from your breach of these Terms.

With respect to a Service provided to the Customer, Millar & Bryce Ltd will maintain professional indemnity insurance to indemnify and save harmless the Customer and Client from and against any and all actions, causes of action, suits, claims, demands, liabilities, damages, costs and fees (including reasonable professional and legal fees on a solicitor and Customer's own client basis) (collectively a "Claim") provided that such Claim is based on actual demonstrable loss and arises solely and directly out of inaccurate or erroneous information contained in a Service caused by the negligence of Millar & Bryce Ltd. or one of its employees.

"Customer" means that professional person, solicitor, firm, company or other legal body who places an order with Millar & Bryce Ltd. under the Terms herein, in which a Service is provided, either on their own behalf as Client, or, as an agent for a Client.

"Client" means that person(s), company or body who is the intended recipient of the Service with an actual or potential interest in the subject property.

Future Amendment of Terms

Millar & Bryce Ltd. reserves the right to modify these Terms in its sole discretion at any time by posting a revised version of these Terms on the Site or otherwise making the revisions available for your review together with reasonable notification to you.

Law

These Terms shall be governed by and interpreted in accordance with the laws of Scotland and the courts of Scotland shall have exclusive jurisdiction to hear any matter that arises under these Terms.

These Terms and the Millar & Bryce MBOnline Registration Form set out the entire agreement between you and Millar & Bryce Ltd. with respect to the subject-matter hereof.

Notice

Notice shall be effective upon its delivery by courier or electronic courier to the address or e-mail address of the recipient as last provided to the other party.

Termination and Suspension

If you cease to be a member in good standing of your Professional body, Millar & Bryce Ltd may terminate its agreement with you hereunder immediately without any notice of its decision to do so.

If either party is in material breach of these Terms, the other party may terminate its agreement with the other party hereunder upon delivering written notice to the other party indicating its intention to treat such agreement as terminated provided that the notice provides a description of the nature of the breach.

Either party may terminate its agreement with the other party hereunder for convenience by delivering written notice of its decision to do so no less than 30 days prior to the effective date of termination.

In the event of any technical difficulties with respect to the Site or the Services Millar & Bryce Ltd. reserves the right to suspend the Site without notice.

Millar & Bryce Ltd. also reserves the right to suspend, modify or discontinue any of the Services provided by the Site.

Unless Millar & Bryce Ltd. indicates in writing otherwise, any termination of the agreement between you and Millar & Bryce Ltd. established hereunder shall also terminate ant Millar & Bryce Ltd. MBOnline password access established hereunder and any right granted by Millar & Bryce Ltd. to any person to use such password.

Upon termination Millar & Bryce Ltd. will continue to provide to you any Services provided by Data Providers paid for before the date of such termination.

Intellectual Property

The material on the Site and accessed by the Services is copyright protected and may not be copied, reproduced, transmitted or distributed without the express prior written consent of Millar & Bryce Ltd.

The trademarks, logos and service marks ("Marks") displayed on the Site are the property of Millar & Bryce Ltd. or other third parties. You are not permitted to use these Marks without the prior written consent of Millar & Bryce Ltd. or the third party that may own such Mark.

Waiver

No waiver by Millar & Bryce Ltd. shall be construed as a waiver of any preceding breach or provision of these Terms.

Survival

The limitation on liability and indemnity provisions of these Terms shall survive termination of the agreement between you and Millar & Bryce Ltd.

Severability

If a court of competent jurisdiction concludes that any provision of these Terms is illegal, invalid or unenforceable, then such provision shall be severed from these Terms and the remaining provisions shall remain in full force and effect.

Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.