- "Agent" means any person, firm or corporate entity in the business of selling or letting residential or commercial properties or land on behalf of a third party.
- "Developer" means any person, firm or corporate entity in the business of building or renovating residential or commercial properties.
- "Landlord" means any person, firm or corporate entity marketing and/or managing property they own for let.
- "User" means any person in the business of selling or letting residential or commercial properties or land on their own behalf.
- "Conditions" means these terms and conditions governing your access to and use of the Daft web site.
- "We", "us", "our" and "Daft" refers to Daft Media Ltd, Latin Hall, Golden Lane, Dublin 8.
- "You" and "your", refers to the person, firm or corporate entity who has applied for membership of our website.
- "Your client" means an owner, developer or landlord who has instructed you to market property, land or developments on their behalf.
- "Our website" means our website, www.daft.ie. and all sub domains of Daft.ie including any websites owned by Daft.
- "Term" means the initial period of your membership set out in our notice to you confirming acceptance of your application.
- "User data" means information provided by or derived from the activities of visitors to our website, but does not include your data.
- "Your data" means all information and any part thereof provided to us by you.
- "Locations" means the places from which you operate, promote or manage your activities which are displaying your data on our website and the contact details you provide to us where we will direct enquiries about your data.
- If your application is accepted by us, your membership means membership of and access to the Daft services you select and use for those locations nominated on your membership application form(s).
B: OUR COMMITMENT TO YOU
- Will provide an internet property listing service for displaying your data to visitors to our website and may also offer you other relevant additional features and services to help manage your advertising and promote your membership.
- Will use reasonable endeavours to ensure that, except where we are manually updating your data pursuant to your instructions, updates to your data provided automatically to us will appear on our website within 12 hours of receipt or, if you make changes to your data via our website, within 15 minutes.
- Will use reasonable endeavours to provide access for you to add, amend or remove your data on our website 24 hours a day, 7 days a week.
- Will use reasonable endeavours to maintain the availability and performance of our website.
- Will maintain the integrity of your data but accept no responsibility for checking the accuracy of your data and have no obligation to edit or review your data, although we reserve the right to edit, review, or remove your data if we believe it is inaccurate, inappropriate or contravenes these conditions or any applicable law or other regulation.
- Will use reasonable endeavours to ensure that your data is not altered in such a way as to misrepresent any of the information contained in it.
- Will notify you of changes to the specification and/or format in which you must provide your data at least 1 month in advance, except where changes are essential to the proper operation of our website, in which case we will notify you as soon as reasonably practicable.
- Will forward all potential customer enquiries, generated from our website, to the contact details we have for your locations as soon as reasonably practical. In the event of our failure to do so, we will notify you within 5 working days of becoming aware of such failure.
- Will comply with the Data Protection Act 1988 and the Data Protection (Amendment) Act 2003 to the extent that it affects our business and with any guidance applicable to our business issued from time to time by the Data Protection Commissioner.
- Will use reasonable endeavours to market our website to prospective sellers, buyers and renters located in Ireland.
- Warrant that no third party will be granted access to:
- your data without your consent, other than that which is or was made available via our website or third party websites in accordance with Condition C14;
- User Data where it can be directly associated with you or your locations.
- Grant you the non-exclusive right to use our logo, name and our website address in any advertising, promotional material and displays in accordance with any instructions that we may issue from time to time and/or display upon our website and in a manner that does not bring us into disrepute or misrepresent your relationship with us.
- Will, at our sole discretion, provide you with a profile page or pages on our website, the entire content of this shall be subject to our approval.
C: YOUR COMMITMENT TO US
- Warrant that you or your client operate as an agent, developer or landlord and are providing the services normally associated with those operations.
- Warrant that unless you are a landlord, you are not dealing as a consumer for the purposes of the Sale of Goods and Supply of Services Act 1980 and the European Communities (Unfair Terms in consumer contracts) Regulations 1995.
- Warrant that your data will only include information on property or land appropriate to your membership. And that you will not use the listings to advertise or promote anything other than property listings.
- You will update all properties that are let, sold, let agreed or sale agreed as being so.
- You will not use the listings to promote the fact that you have recently sold property or to recruit customers.
- Will deliver your data to us in accordance with any specifications and/or in the format that we advise you of from time to time.
- Will provide us with a valid working email address for each of your locations and will immediately advise us of any changes or technical problems that would prevent your locations receiving emails from us.
- Will comply with all Irish legislation and other regulatory and compliance standards that are applicable to a business of the same or a similar nature to yours within Ireland (such as, without limitation, the Auctioneers and House Agents Act 1967) and if you operate outside Ireland, within that jurisdiction as well;
- Warrant that you will comply with all reasonable instructions and preferences expressed by our users and will comply fully with your obligations under the Data Protection Act 1988 with respect to all personal data we send or make available to you.
- Will act in accordance with the best practice of a supplier with experience and expertise in carrying on business in the same or similar area of business as yours business, within Ireland and if you operate outside Ireland, within that jurisdiction as well.
- Will ensure that your data complies with all Irish legislation that applies to the marketing of property or land and any other regulatory and compliance standards that may from time to time apply in respect of your data, regardless of whether such legislation directly applies to you.
- Warrant that you have good title to your data and that your data; is accurate and complete; is of a professional and inoffensive nature; is to the best of your knowledge free from known viruses, disabling programs and devices; is not in breach of any obligations of confidentiality or privacy; is not being displayed against the wishes of whom you or your Client acquired it; does not include details of your commission, fees, specific comparisons with third parties who we perceive to be competitors of you or your Client, any links or references to any website or any other information that is specifically excluded by these conditions or that we deem to be inappropriate to your membership.
- Warrant that when reproduced or published by us, your data will not; breach any contract; infringe any copyright, trade mark, intellectual property or any other personal or proprietary right of any person, firm or corporate entity; render us liable to any claim whatsoever; and that you will indemnify us against any resulting third party claim should your data not meet these conditions.
- Will use all reasonable endeavours to assist us in identifying and remedying any unauthorised copying and storage of your data.
- Will use reasonable endeavours to update your data to ensure that it is and remains correct including but not limited to any alterations to prices and availability. Where there is a material change, you will ensure your data is amended accordingly within 1 working day.
- Acknowledge that we may enter into agreements with third parties whereby your data can be accessed on websites not belonging to us. You may choose not to have your data displayed on such websites by sending us written notice of your request.
- Will seek our written approval of any advertising materials (except those referred to in condition B12) that you intend to use in your business containing data sourced from us or referencing your relationship with us.
- You warrant that you will not without our written permission sell on the services and features of your membership or provide access to the services and features of your membership to third parties.
- Your membership is subject to these conditions to the exclusion of all other terms and conditions express or implied and any variation to the conditions of your membership (other than as described in D2) shall have no effect unless expressly agreed in writing and signed by an authorised senior representative of Daft.
- The current version of our conditions of membership (as posted on our website) will apply at all times to your membership and will supersede all previously published conditions of membership.
- Where you purchase additional products or services from us, any associated conditions shall form part of your terms and conditions of membership.
- You acknowledge that you have not relied upon any statement or representation made by us when applying for membership of the Daft services unless expressly set out in these conditions or subject to D1.
- If any provision contained in these conditions is for any reason held to be invalid or unenforceable in any respect, that invalidity or unenforceability will not affect any other provision of these conditions and these conditions will be construed as if that invalid or unenforceable provision had not been contained herein.
- No application for membership of our services placed by you will be deemed to be accepted by us until we confirm your membership. We are not obliged to accept any application for membership by you nor give you reasons for declining your membership.
We reserve the right to restrict/suspend the advertisement of certain products/services. In the unlikely event of this occurring, we will provide an explanation at least 30 days in advance.
Certain search results on our platform may rank products according to whether a premium has been paid for their advertisement.
We offer certain services that are in addition or ancillary to the products and services offered by third parties on our platform. We reserve the right to prioritise such ancillary products and services.
We endeavour to handle and settle all disputes and complaints in an amicable manner internally. If an amicable solution is not possible internally, we will endeavour to settle such dispute by referral to a third party independent dispute resolution expert.
- Daft records Agent calls for quality and training purposes, ensuring that we are able to offer a best in class service.
E: CANCELLATION & TERMINATION
- Your membership will continue for the term and, subject to these conditions, shall continue thereafter unless or until terminated by either you or us giving at least one month's prior written notice to the other. We may waive notice periods at our discretion.
- Upon termination of your membership for any reason, you will pay all sums due to us at the date of such termination. We will not make any refunds in part or full for products or services you have paid for prior to termination.
- We may immediately terminate your membership on notice to you if you cease or threaten to cease to carry on business or you become insolvent.
- We may immediately terminate or suspend your membership on notice to you if you breach any term, condition or warranty in these conditions.
- If at any time we have reason to doubt your ability to comply with any term, condition or warranty in these conditions, we will give you notice and reserve the right to; refuse your application for membership; immediately suspend or terminate your membership; audit your processes and practices and charge you for our costs and time in doing so.
- We may immediately terminate or suspend your membership without notice to you if, in our reasonable opinion, your continued membership and/or posting of advertisements or content on our platform would cause reputational damage to us or result in an increased level of complaints relative to our other members.
F: LIABILITY & INDEMNITY
- You shall indemnify Daft against all claims, costs, proceedings, demands, losses, damages, expenses or liability whatsoever arising out of or in connection with any breach of the Agreement by the Agent, any third party complaints or claims brought against Daft in respect of any advertisement, the subject matter thereof or any other materials supplied by you in connection with any service, and for any claim that the use by Daft of any copy, artwork, photograph or other materials used by Daft infringes any third party intellectual property rights.
- Conditions F3 - 6 set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of any liability of ours arising as a result of or in connection with your membership;
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these conditions;
- Nothing in these Conditions excludes or limits our liability for death or personal injury caused by our negligence or for our fraudulent misrepresentation.
- Subject to Condition F2, we will not be liable to you for:
- any indirect, consequential, special or punitive loss, damage, costs and expenses;
- loss of profit;
- loss of business;
- loss of reputation;
- depletion of goodwill; or
- loss of, damage to or corruption of data.
- Subject to Condition F2, our total liability to you under or connected with your membership shall not exceed a sum equal to 125% of the fees attributable to the 3 month period of your membership prior to the claim arising.
- A person, firm or corporate entity who is not a party to the agreement for membership between you and Daft has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
- We will not be held liable if events outside our control prevent us fulfilling our obligations to you.
- These Conditions and your completed membership form when accepted by us contain the whole agreement between you and us relating to your membership and supersedes all prior agreements, arrangements and understandings between you and us relating to your membership.
- We retain the right at any time during the course of your membership to vary these Conditions and we will give you one month's prior notice in writing of any such variation. You may subsequently terminate your membership by giving one month's notice in writing to us if the changes to the Terms and Conditions materially and adversely affect you and your business.
- These conditions shall be governed by and construed in accordance with the laws of Ireland and any disputes arising in respect of your membership will be submitted to the exclusive jurisdiction of the Irish Courts. Judgement may be enforced in any court of competent jurisdiction and you and Daft waive any right to object to the exclusive jurisdiction of the courts of Ireland.
- If you are advertising multiple properties similar in price or type, we reserve the right to group them into one advertisement.
G: PAYMENT TERMS
- If your membership is accepted, for the duration of the term and thereafter you will pay our membership charges for the Daft services you select and use. Our charges may be varied from time to time subject to us providing one month's prior notice to you of the date the change will take effect. Further, without prejudice to any of our other rights in these conditions, where your data does not comply with condition C3, you will also pay us for the equivalent Daft services you are using at our then prevailing prices.
- You can make payments to us by direct debit (all advertisers) or credit card (landlords and users only) and those payments will be made in accordance with conditions G3 to 6 (as applicable).
- Landlords and users must pay for the services at the time of placing the advertisement
- Agents and developers are invoiced monthly in arrears for the services that you have used on our website during the previous month.
- You acknowledge and agree that once the advertisement is displayed on the website, there will be no refunds or pro-rations of fees even if you elect to discontinue display of the advertisement prior to the expiration of the display term.
- For agents and developers who pay us by Direct Debit, we will collect the payment from your nominated bank account not less than 7 days from the issue of the invoice in accordance with the Direct Debit Scheme.
- For agents and developers payment options are Direct debit, bank transfer, or cheque. A monthly manual charge of €35 will be applied to customers paying by bank transfer or cheque.
- For agents and developers Daft operates a fair pricing model, meaning that we review agent subscription tiers (based on number of listings and ad type) on an annual basis which may result in a price change.
- You must give 30 days’ notice if you wish to terminate your Direct Debit payments. Cancellation without notice will lead to account suspension where payment for the 30 days will be required.
- If we invoice you, we must receive payment within 14 days of the date of the invoice.
- Payments that are still outstanding 14 days after invoice terms, will result in account suspension.
- If we are unable to collect a Direct Debit or you have not paid the invoice within the credit terms, then we may charge interest on the amount you owe at 3% above the prevailing base rate of the European Central Bank. We also reserve the right to immediately, remove your data and your locations from our website and suspend your membership. Unpaid invoices will be referred to our Debt Collection Agency.
- Should your membership cease and subsequently you wish to rejoin, you will be charged at the then prevailing Daft price. We reserve the right to charge you a reconnection fee of €400 for each of your locations (as applicable) if you rejoin us.
- All prices quoted by us are exclusive of VAT unless stated otherwise.
- Please retain a copy of these Conditions for Your own records.
H: DAFT'S VALUATION TOOL
The Services (Daft's Valuation Tool) has been designed to allow The Client (primarily Estate Agents) access to live and historical Daft listings data.
The Client can use and access the Valuation Tool for the purpose of comparing, analysing, and valuing properties to share with internal business teams, potential vendors and buyers only.
The Client shall not access or use the Services to:
- build a product or service that competes with the Services
- provide services to any third party other than internal business teams of the Client or the Client's customers
- license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit, or make available the Services to any third party
- use any automated software, process, programme, robot, web crawler, spider, data mining, trawling or other 'screen scraping' software, process, program or system
- attempt to obtain, or assist any third party to obtain, access to the Services
Daft may suspend the Client's or any Authorised User's access to the Services if the Client breaks any part of this Agreement.
SUPPLEMENTARY TERMS AND CONDITIONS ("SUPPLEMENTARY TERMS")
The following terms & conditions ("Supplementary Terms") shall apply and bind all Users, in addition to the standard terms & conditions currently governing membership ("Existing Terms"), of the Daft.ie website (together this "Agreement"). This Agreement is an agreement between Daft Media Limited, having its registered office at 3rd Floor, Latin Hall, Golden Lane, Dublin 8, Ireland (the "Company") and you the individual, partnership, firm or corporate entity (the "User"), collectively the parties ("Parties").
Where this Agreement is entered into by any employee, servant or agent of the User that employee, servant or agent shall have all necessary authority to bind the User in accordance with the terms of this Agreement and all associated Terms & Conditions, Product Specific Terms & Conditions, House Rules and Daft Web Site Agreement.
"Applicable Laws" means any law, statute, regulation, order, judgement, decision, recommendation, rule, policy or guideline passed or issued by parliament, government or any competent court or authority in relation to the subject matter of these Conditions;
"DPA" means the Data Protection Acts 1998 and 2003, and any other applicable data protection or privacy laws, regulations and codes of practice throughout the term of this Agreement and as amended from time to time;
"Listing Number" shall mean a telephone number owned by or licensed to Daft Media Limited which, subject always to the provisions of Clause 3.2(a), is placed on an advertisement in place of, or in addition to, the phone number provided by the User;
"Market Share Data" means statistics in relation to the Users advertising on the Site including, but not limited to, statistics in relation to numbers of available Properties, rankings in respect of new listings, time that a Property has been on the market, number of Site visitor views, and User activity on the Website(s), save that, for the avoidance of doubt, the underlying data in relation to individual Properties in its non-aggregated form, which is or was made publicly available via the Website(s) or third party Website(s) at the request of the User in order to advertise the Properties, shall not constitute Market Share Data;
"Lead" means either an email or telephone call received by a User from a Visitor who has contacted the User either through the Site(s) or via contact details supplied on the Site(s);
"Our Data" means information provided by or derived from the activities of Visitors, including call information collected from the Telephone Tracking System, but does not include Your Data;
"Personal Data" means "Personal Data" as defined by the DPA;
"Product Specific Terms and Conditions" means additional terms and conditions that relate to specific Services provided by the Company and to which, in addition to these Terms and Condition, the User shall be subject whilst in receipt of such Services;
"Property" and "Properties" means any residential or commercial property, or properties, or land(s), advertised to Visitor(s), for either sale or for rent, by the User through the Service;
"Service(s)" or "Daft Service(s)" means the services to be provided by Daft Media Limited (or its subsidiaries or its related companies, or any third party website into which the Company has entered a contract for the provision of website content) as set out in the Agreement and which may include any, all, or a combination, of the following:
- an internet property listing service for displaying Your Data to Visitors;
- the facility to upload Property details (including images) to the Site(s);
- display of the User's Properties on the Site(s);
- provision of Leads to the User;
- provision of advertising services to the User;
- provision of reports and reporting tools to the User;
- provision of a Listing Number and Telephone Tracking System; and
- any other services provided by the Company from time to time.
"Telephone Tracking System" means any system operated by or on behalf of the Company pursuant to which calls made to a Listing Number are forwarded to the terminals of the User. Such a system may include some or all of the following functionality: recording (a) the number of calls made to the User via the Listing Number, (b) the duration of calls made to such User, (c) the length of time within which such calls may be answered by the User, (d) the status of each call (answered, unanswered, engaged), and (d) the originating telephone numbers of calls where such information is available to us;
"the Company", "we", "us" and "our" means Daft Media Limited, a company incorporated in Ireland under Company Number 347856 whose Registered Office is at 3rd Floor, Latin Hall, Golden Lane, Dublin 8, or its subsidiaries or its related companies;
"User" means the Agent, Developer or Landlord who appointed the Company as a provider of the Service, and "Users" shall mean collectively all Agents, Developers or Landlords who have appointed the Company as a provider of the Service ;
"Visitor(s)" means a visitor to the Website;
"Website(s)", "Site(s)", "Daft.ie" or "Daft" means the website located at www.daft.ie and any other website whose domain is owned or controlled or powered by Daft Media Limited, or its subsidiaries, or its related companies, or any third party website into which the Company has entered a contract for the provision of website content;
"Your Data" means all information, content and materials, and any part thereof, provided to us by you for the purposes of providing the Service, including but not limited to Property details, photographs and any intellectual property rights of whatsoever nature;
In the Agreement, the following rules apply:
Any reference to any provision of any legislation shall include any modification re-enactment or extension thereof.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a party includes its personal representatives, successors or permitted assigns.
Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A reference to "writing" or "written" includes faxes and e-mails.
Unless the contrary intention is stated, a reference to Data Controller, Data Processor, Data Subject, Personal Data, Sensitive Personal Data, Special Categories of Personal Data, processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Acts, or, following the coming into force of the GDPR, in the GDPR.
Where any obligation in this Agreement is expressed to be undertaken or assumed by any Party, that obligation is to be construed as requiring the Party concerned to exercise all rights and powers of control over the affairs of any other person which it is able to exercise (whether directly or indirectly) in order to secure performance of that obligation by each such person as if that person were bound by that obligation.
Basis of Agreement
The Agreement constitutes the entire agreement between the Company and the User. The User acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Agreement.
The User acknowledges that they have been supplied with a copy the Daft House Rules applicable to all Users of the Service. The User agrees to abide by the House Rules, as updated by the Company from time to time.
Telephone Tracking System
The Company offers a Telephone Tracking System as part of the Service offered to Users. If the User does not wish to avail of the Telephone Tracking System, the User shall notify the Company in writing in accordance with Clause 8.1 or through the Website.
The Company acknowledges, warrants and represents that:
Subject to Clause 3.1, the Listing Number shall be displayed in addition to, or in place of, the User telephone number, however the Listing Number shall be removed from the Site, as soon as reasonably practicable, following a written request in respect of same by the User;
It will forward all potential Leads generated from the Website(s), to the contact details provided by the User for the Locations as soon as reasonably practicable. In the event of our failure to do so, we will notify you as soon as reasonably practicable upon becoming aware of such failure; and
The Company and its suppliers may maintain call information for the purposes of monitoring Leads delivered to Users; and
The Company retains ownership of any data generated by the Telephone Tracking System. For the avoidance of doubt, data generated by the Telephone Tracking System is Our Data.
The User acknowledges, warrants and represents that:
It will provide the Company with a contactable telephone number for each Location;
That title and ownership of any data generated by the Telephone Tracking System shall vest in the Company;
The data generated by the Telephone Tracking System shall be used for the purpose of reporting relevant statistics to the User, including but not limited to the number of calls in any specified period which have been made via the Listing Number, average duration of calls and such other statistical information as is set out in this Agreement and/or is otherwise agreed between the parties from time to time; and
The data generated by the Telephone Tracking System shall also be used for statistical purposes on an aggregate and anonymised format, such that no individual User shall be identifiable.
The Company reserves the right to remove the Telephone Tracking System by giving you at least 30 days written notice.
Market Share Data
The Company collects Market Share Data and may display such data to Users from time to time.
The Company acknowledges, warrants and represents that:
No third party other than Users will be granted access to Market Share Data, other than that data which is or was made publicly available via our Website(s) or third party Website(s);
Market Share Data will only be presented in an aggregate and anonymised format, such that no individual Visitor shall be identifiable;
Market Share Data may be published in such a way which identifies the User on the Website.
Where the User does not wish be identified in Market Share Data on the Website, the User shall notify the Company in writing in accordance with Clause 8.1 or through the Website.
Where the User has notified the Company that it does not wish to be identified in the Market Share Data, the Market Share Data shall be disclosed to that User and to other Users in such a way as to ensure that the only identifiable party shall be the relevant disclosee itself. All Market Share Data relating to other Users will only be disclosed in anonymised form.
It will use all reasonable endeavours to correct any errors or omissions in Market Share Data as soon as practicable after being notified of them, but does not guarantee that Market Share Data will be free of errors or omissions, and does not accept liability for any errors or omissions.
The User acknowledges, warrants and represents that:
Market Share Data shall be and shall at all times remain the property of the Company and it shall not use Market Share Data as provided by the Company for any advertising purposes;
It shall not use Market Share Data as provided by the Company for any purpose which may infer that the Company has endorsed the User, without the prior written consent of the Company; and
It shall not share Market Share Data with any third party, without the prior written consent of the Company.
The Company and the User shall comply with the provisions of Appendix 1 in relation to the use of Personal Data during the term of this Agreement.
Assignment, Third Party Rights
The User may not out-source the performance of any of its obligations under the Agreement without the prior written consent of the Company, such consent not to be unreasonably withheld.
Relationship of the Parties
It is the express intent of the User and the Company that neither a partnership nor joint venture is created between the parties under the Agreement.
Rather, it is the express intent of the User and the Company that the Agreement represents an independent contractor relationship under which the Company shall act as a non-exclusive provider to the User of Services.
If you wish to give notice to the Company, you may do so by sending a letter by pre-paid and registered post to the Company at its registered office from time to time, or by emailing a letter to email@example.com (or such other email address as the Company may designate from time to time). Any such notice will be deemed to be received 72 hours after posting provided that the tracking details of the registered letter confirm delivery prior to that time. If a notice is sent by email it shall be deemed to be received four hours after sending provided that no delayed, undeliverable or other error message is received by the sender during that time.
If the Company wishes to give notice to you, it may do so by sending a letter by prepaid post to you at the postal address provided by you at the time of registration or by fax or email to any fax number or email address furnished by you or on your behalf at the time of registration (as updated from time to time using the Service). Any such notice will be deemed to be received 48 hours after posting (in the case of service by post. If a notice is sent by fax it shall be deemed to be received at the time of sending provided that confirmation of sending appears on the sender's fax machine. If a notice is sent by email it shall be deemed to be received four hours after sending provided that no delayed, undeliverable or other error message is received by the sender during that time.
A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.
This Agreement and any Product Specific Terms and Conditions, including all other documents referred to herein and therein, represents the entire agreement between the User and the Company and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement.
The User and the Company acknowledge that, by agreeing to the terms of this Agreement, they do not rely on any statement, representation, assurance or warranty other than as expressly set out herein.
Nothing in this clause shall limit or exclude any liability for fraud.
The Company reserves the right to modify, amend or delete any term of this Agreement, at any time, upon 30 days notice to the User.
The Company will notify Users of any change to the Agreement by way of an announcement in the "Agent Admin" section of the site. This announcement will be displayed until dismissed by the User. The User may subsequently terminate their membership by giving one month's notice in writing to the Company, if in the opinion of the User, in its sole discretion, the changes to the Agreement materially and adversely affect the User or their business. Following the dismissal of such an announcement by the User, and in the absence of the User notifying the Company of their intention to terminate their membership, the continued use of the Daft Service by the User will constitute the Users binding acceptance of the change.
The current version of the Agreement, along with the current versions of any Product Specific Terms and Conditions, as posted onto our Website(s), will apply at all times to your Agreement for the provision of Services and will supersede all previous version of the Agreement.
If any provision of the Agreement is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
Jurisdiction and Applicable Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Ireland. Each party irrevocably agrees for the benefit of the Company to submit to the exclusive jurisdiction of the courts of the Republic of Ireland over any claim or matter arising under or in connection with this Agreement.
Nothing in this Agreement shall be interpreted to imply a commitment by the parties to engage with each other in transactions or in the provision of products or services other than the Service.
- This Appendix sets out the framework for the sharing of data, including Personal Data, between the Company and the User as Data Controllers. It defines the principles and procedures that the Parties shall adhere to and the responsibilities the Parties owe to each other.
- The Parties agree to only process Shared Data for the following purposes (the â€œAgreed Purposesâ€):
- to enable the sharing of Leads generated on our Websites; and
- to enable the User to process that Lead and to follow up with the Visitor or other originator of that Lead with further information related to the Property, vehicle or other object in which the Visitor/originator expressed an interest.
- The Parties shall not process Shared Data in a way that is incompatible with the purposes described in 1.2 above.
- The Company and the User shall ensure compliance with Applicable Data Protection Laws at all times during the Term.
- If applicable, the User shall ensure that it has a valid registration with the DPC which covers any data sharing under the terms of this Agreement.
- The following types of Personal Data will be shared between the Parties during the Term of this Agreement:
- Data Subject personal information, including name, phone number and email address; and
- Any and all personal information entered by a data subject when sending an enquiry to an advertiser on our websites.
- The Parties shall retain or process Shared Data for the longest of the following retention periods that applies:
- the period that is necessary to carry out the Agreed Purposes; or
- any period prescribed by Applicable Laws or by best industry practice.
- The Data Recipient shall ensure that any Shared Data are returned to the Data Discloser or destroyed securely in the following circumstances:
- on termination of the Agreement;
- on expiry of the Term of the Agreement; or
- once processing of the Shared Data is no longer necessary for the purposes they were originally shared for, as set out in 1.2 above.
- The Data Recipient shall not disclose or transfer the Shared Data to any further third party Data Controller.
- The User shall use appropriate safeguards to protect the Shared Data from misuse and unauthorised access or disclosure, including:
- maintaining adequate physical controls and password protections for any server or system on which the Shared Data is stored;
- ensuring that data is not stored on any mobile device (for example, a laptop or smartphone) or transmitted electronically unless encrypted; and
- taking any other measures reasonably necessary to prevent any use or disclosure of the data other than as allowed under this Agreement.
- Both Daft and the User shall abide by a decision of a competent court or of the DPC which is final and against which no further appeal is possible.
- The Data Recipient warrants and undertakes that it shall:
- process the Shared Data in compliance with Applicable Data Protection Laws and all other Applicable Laws in relation to its personal data processing operations;
- make available upon request to the Data Subjects who are third party beneficiaries a copy of this Agreement, unless the Agreement contains confidential information;
- respond within a reasonable time and as far as reasonably possible to enquiries from the Data Protection Commission in relation to the Shared Data;
- respond to DSARs and all other requests from Data Subjects in accordance with Applicable Data Protection Laws;
- where applicable, maintain registration with the DPC to process all Shared Data for the Agreed Purposes; and
- take all appropriate steps to ensure compliance with the security measures set out in 1.10 above.
- The Data Recipient shall indemnify and keep indemnified the Data Discloser on demand from time to time from and against all Losses which it causes the Data Discloser as a result of its breach of any of the provisions of this Agreement or arising out of or in connection with all claims, proceedings or actions brought by the DPC, any other competent public authority or a Data Subject against the Data Discloser with respect to the processing of the Shared Data by the Data Recipient.