Xchange by houzen


     1.         INTRODUCTION:


                  1.1.         Xchange, the “Platform” or “Site” is a leasing and sales platform that aggregates local and international letting agents, estate agents, brokers, relocation agents, educational consultants and corporations, and their long lease tenants, short lease tenants, and buyer prospects, some of which may be interested in renting or buying residential units.


                  1.2.         We are not a property sales or lettings agency. We are the providers of Xchange. Our users refer to estate agents and property agents that upload their properties to the platform.


                  1.3.         We are an applicant matching platform that connects individuals interested in renting properties that match their requirements. 


                                    1.3.1.            We act as an intermediary between Agents with Applicants that want properties and Agents who have properties. Xchange facilitates this through the Platform.


     2.         INTERPRETATIONS:


                  2.1.         The following definitions and rules of interpretation apply in this agreement.


                  2.2.         Definitions:


“Listing Agent” – Agent who uploads a property for other Users to match on Xchange


Introducer Agent” – Agent who uploads the Applicant Lead on Xchange.


“Applicant– a person who is interested in renting or buying a unit from the listings made by the Listing Agent. The Applicant is also referred to as “Lead” or “Tenant”.


“Xchange” the platform present on http://houzenx.co.uk/auth/login that aggregates Listing and Introducer agents and creates a marketplace for transactions amongst the two to take place.


“User” users refer to Listing Agents and Introducer Agents that upload content and assets to the Platform.


“Referral” the process of introducing an Applicant to the Listing Agent.


“Tenancy Start Date” the date from when the Applicant moves into the Listed Property as per the basis of the Tenancy Agreement.


Tenancy Agreement” means a tenancy agreement entered into during the Referral Period between (1) the Owner and (2) a Prospective Applicant in relation to the Listing Agent’s property.


“Referral Fee” the agreed commission per unit leased or sold, stated on the platform by the Listing Agent, paid to the Introducer Agent after a Tenancy Start Date.


Commissions” a defined % of the net annual rental based on the Tenancy Agreement.





                  3.1.         These Terms set out all of the rules and obligations that apply to your use of Xchange


                  3.2.         By using Xchange, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use the Platform.


                  3.3.         These Terms may also make reference to other terms that apply when using the Platform, such as our Privacy Policy.




                  4.1.         We amend these Terms from time to time by updating them on the Platform. Every time you wish to use Xchange, please check the Terms to ensure you understand the terms that apply at that time.




                  5.1.         We may from time to time make changes to the content on Xchange or suspend or discontinue any aspect the Platform which may include your access to it.


                  5.2.         We will always notify you when or/if this is going to happen.




                  6.1.         You must not misuse our system or this Platform. In particular, you must not hack into, circumvent security or otherwise disrupt the operation of our system and this Xchange, or attempt to carry out any of the foregoing. This includes introducing viruses, trojans, worms, logic bombs or other material which is or could be malicious or technologically harmful.


                  6.2.         You must not misuse any forms on Xchange and any forms you submit must be a genuine enquiry.


                  6.3.         You must not use or attempt to use any automated program (including, without limitation, any spider or other web crawlers) to access our system or Xchange. You must not use any scraping technology on the Platform. Any such use or attempted use of an automated program shall be a misuse of our system and the Platform. Obtaining access to any part of our system or the Platform by means of any such automated programs is strictly unauthorised.


                  6.4.         You must not upload or use inappropriate or offensive language or content or solicit any commercial services in any communication, form or email you send or submit, from or to the Platform.


                  6.5.         Whenever you make use of features that allow you to upload content to Xchange, or to make contact with other users via Xchange, you must comply with the content standards set out in these Terms. Please see clause 8 below. You warrant that any such contribution does comply with the standards mentioned in clause 8.




                  7.1.         When you fill out and submit an enquiry form on Xchange, your personal data will be processed in accordance with our Privacy Policy.


                  7.2.         All content that you upload to Xchange will be considered non-confidential and non-proprietary  and we have the right to use any such content for any purpose, subject to the terms of our Privacy Policy. We also have the right to disclose your identity to any third party who claims or alleges that content posted or uploaded by you to our Site breaches that third parties’ legal rights.


                  7.3.         You undertake the responsibility to accurately represent all property and Applicant details and information in the best interest of the trade and industry. You further agree to disclose upfront the negotiator, broker, agent who would be representing the property, the landlord, seller, developer, or the applicant.


                  7.4.         The views expressed by users on Xchange do not represent our views or values


                  7.5.         All content uploaded to Xchange must:

                                    7.5.1.            be accurate (where you state facts) and belong to you

                                    7.5.2.            comply with the applicable law of the country from which they were posted.


                  7.6.         Your content must not:

                                    7.6.1.            contain any material which is defamatory of any person;

                                    7.6.2.            contain any material which is obscene, offensive, hateful, discriminatory, unethical, immoral or inflammatory; or

                                    7.6.3.            contain any material which does or could potentially infringe the intellectual property rights of a third party.


                  7.7.         Where we believe a breach of clause 8 has occurred we may take such action as we deem appropriate. This action may include the following:

                                    7.7.1.            immediate, temporary or permanent withdrawal of your right to use our Platform;

                                    7.7.2.            immediate, temporary or permanent removal of any posting or material uploaded by you to our Platform; 

                                    7.7.3.            further legal action against you; and

                                    7.7.4.            disclosure of such information to law enforcement or authorities as we reasonably feel necessary.


                  7.8.         In addition to all of our rights set out above, we reserve the right to take down any content that you upload to the Platform at any time without notice and without having to give a reason.


                  7.9.         You may upload the properties to your social media or website to market said properties with prior approval by an Xchange representative.

                                    7.9.1.            This must be written or given via email by the Xchange representative.


               7.10.         You may not post the content on the website on any major property platforms such as Rightmove, Zoopla, Openrent or any other we deem unacceptable unless specifically stated.

                                 7.10.1.            If you breach this clause we have the right to ask you to remove the property

                                 7.10.2.            if not removed, we have the right to terminate your account




                  8.1.         Xchange enforces a zero-tolerance policy on the stated Terms below. Any breach of these terms gives Xchange the right to terminate your account and where needed take further legal action.


                  8.2.         The Platform faces no legal or financial responsibility for the following:


                                    8.2.1.            Liability lies with the user and a penalty for any breach may occur and where a decision cannot be made the court would be involved.

                                    8.2.2.            Data Protection on end customers (GDPR compliant)

                                    8.2.3.            Data protection on other partners, customers, suppliers, agent 

                                    8.2.4.            Communication from the Introducer Agent to the Listing agent’s clients or customers is strictly forbidden. This can be allowed by the other party only via written pre-approved email or through the platform

                                    8.2.5.            No posting on any property portals is allowed (especially Rightmove, Zoopla, OpenRent or any other) unless specially authorized. If authorized by Xchange you must have written approval.

                                    8.2.6.            Payments towards Listing Agents are to be done through the platform strictly within 21 days from Applicant, Buyer Tenancy Start Date. 2% interest per month will be added per delay.

                                    8.2.7.            All communication through Xchange or in an approved email by an internal Xchange employee will be treated as legally recognized for any kind of arbitration.

                                    8.2.8.            All payments from Listing agents need to go through Xchange. Xchange does not take any financial liability for transactions processed outside of platform or for transactions where Xchange has not been informed. 

                                    8.2.9.            Full disclosure to accurate customer info and payment info is agents responsibility. This includes accurate and verified photos, videos, floorplans, EPCs, pricing, description and availability. Any misrepresentation is the agent’s liability and not the platform’s.

                                 8.2.10.            Xchange will expect you to fill and update your profile with accurate representation and up to date certifications including ARLA, AML, anti-bribery.




                  9.1.         The Introducer Agent shall act in good faith and shall use all reasonable endeavours to introduce Potential Applicants to purchase/rent any properties listed on Xchange.


                  9.2.         The Listing Agent may, in its absolute discretion, accept the referrals from the Introducer.


                  9.3.         The Applicants or Lead is owned by the Introducer Agent at all times.

                                    9.3.1.            In the case of duplication, the party that has uploaded the Applicant first will retain ownership of the Applicant. 

                                    9.3.2.            All Users must adhere to the Non-Solicitation Policy listed in Clause 24

                                    9.3.3.            Any Users found breaching the Policy may face termination of their accounts.


                  9.4.         We aim to ensure that no applicant on Xchange receives less favourable treatment on the grounds of age, gender, belief, religion, culture or ethnic origin, race, nationality, disability, sexuality or marital status.


                  9.5.         We reserve the right to withdraw services to any user if that person behaves in a discriminatory, disruptive or abusive manner to any of the Xchange staff, volunteers, users or any other person.


                  9.6.         In consideration of the Introducer Agent providing the referral 

9.6.1 The Introducer Agent is entitled to a Referral Fee as defined in Clause 15.


  10.         REGISTRATION


               10.1.         A team member from Xchange will provide you with access to the Platform. Alternatively, you may register to the platform via http://www.agents.houzen.co.uk/agents

                                 10.1.1.            Access to Xchange is free.

                                 10.1.2.            Subscription and other additional services provided by us are not free

                                 10.1.3.            We will inform you before you subscribe to those services and make sure that the charges are clear.


               10.2.         Each registration is for a single user only. You must not share your username and password with any other person or with multiple users on a network.

                                 10.2.1.            When you register with the Site you will create a password and a username.

                                 10.2.2.            As a result, you are fully responsible for all actions and activities that take place under your username and password.


               10.3.         The details provided by you on registration are important and must be complete and correct.

                                 10.3.1.            You must inform us immediately of any changes to your information in writing.


               10.4.         If we have reason to think that there is likely to be a breach of security or misuse of the Service we may change your password and inform you as soon as possible.


               10.5.         We reserve the right to lock the account for a security check-in such a circumstance


               10.6.         Your registration will become effective from the date on which we notify you of your password and username and will remain in effect or until terminated by us or yourself in accordance with these terms and conditions.


               10.7.         You may terminate your registration with one month prior written notice to an Xchange representative. We may terminate your registration at any time, with or without cause, with written notice, subject to clause 14 below (in either case, the ‘Notice Period’).  




               11.1.         Copyright and trademarks


                                 11.1.1.            All the rights in the designs and information on Xchange or sent by us via email, fax, mobile phone, handheld computer or other device are owned by or licensed to us. 

                                 11.1.2.            You agree that rights in the design and information sent by you to us via email, fax, mobile phone, handheld computer or other device are licensed by you to us on a royalty-free irrevocable perpetual non-exclusive basis. 

                                 11.1.3.            You may not copy, reproduce, modify, distribute, republish, display, post or transmit any part of the Platform without our permission.


  12.         WARRANTY


               12.1.         Due to the nature of software and the internet, we do not warrant that your access to, or the running of Xchange will be uninterrupted or error-free. We may suspend, withdraw, discontinue or change all or any part of our Platform without notice. We shall not be liable if we cannot process your details due to circumstances beyond our reasonable control.


               12.2.         We are not an estate agency. The details of the properties available on Xchange are provided to us by our users and are for your information only. We do not verify the property details provided to us and give no warranties or representations as to their accuracy or completeness. If you rely on these details, you do so at your own risk. We recommend that you check all property details with our users advertising the property  before making any decisions or taking any action in regards to a property advertised on Xchange.


  13.         NOTICE PERIOD


               13.1.         In the event that you would like to terminate your account, you must provide us with notice of when you would like to be removed from the platform and give us 30 days to remove your profile from our platform.


               13.2.         All pending transactions must also be completed.

                                 13.2.1.            Payments will be processed in accordance with Clause 14 and must adhere to the Zero Tolerance policy as well.



               14.1.         The Introducer Agent is entitled to receive a Referral Fee for each Applicant that has been introduced to the Listing Agent for their listed property. 

                                 14.1.1.      The amount of the Referral Fee payable shall be a percentage of the rental payments exclusive of VAT due under the relevant Tenancy Agreement (taking into account any rent free period or discounted rental arrangements) from the date that the Tenant moves in with respect to the Listing Agents property, subject to amendment from time to time pursuant to clause. 

               14.2.         The Referral Fee will be paid to the Referer 21 days from the Start Date of the Tenancy Agreement.

                                 14.2.1.            The 21 working days begins when the Applicant moves into the Listed Agent’s property.




               15.1.         Xchange provides a robust payment platform for any exchange of local or cross border payments. The Platform actively conducts AML checks and any other financial compliance checks related to local or international payments.


               15.2.         All payments and invoices must be cleared through Xchange in order to continue to create a safe ecosystem for local and cross border transactions.


               15.3.         Xchange will not take responsibility of any payment which happens outside the Platform whether legal, or from an accounting standpoint. The Platform provides an infrastructure whereby all the communication between two agents or brokers is recorded. This text information helps legally corroborate the transactions and further creates a safe environment for transactions to happen.


               15.4.         Xchange may conduct audits from time to time on AMLs, content, payments, and client representations to ensure data sanctity and customer protection.




               16.1.         We reserve the right to bar users from Xchange and/or restrict or disable their access or use of any or all elements of our services, on a permanent or temporary basis at our sole discretion.




               17.1.         The Platform contains links to properties uploaded by Listing Agents for shared commission. We give no warranties or representations as to the accuracy or completeness of any of the information appearing in relation to these properties. 




               18.1.         Properties uploaded onto the platform must be in accordance with clause 8


               18.2.         Any property uploaded that is against our Terms will be removed


               18.3.         You undertake the responsibility to provide the best service possible to the customers, received or shared through the Platform. You further undertake the responsibility to treat all Platform users and their clients with respect and provide good service in an ethical and professional manner without prejudice.


               18.4.         Any breach of the above terms may lead to terminate your account.


  19.         YOUR LIABILITY


               19.1.         You must compensate us for any damage, which we suffer because of something you have done or in the event of your breach of these terms and conditions.


               19.2.         If an Introducer Agent refers an Applicant that does not have the correct checks in place, Xchange takes no responsibility for any financial or legal consequences that may occur. All responsibility lies with the Introducer Agent.


               19.3.         If a Listing Agent uploads a property that is not theirs and this leads to any loss on the part of the Introducer Agent then it is not Xchange’s responsibility. All responsibility to check all information is accurate and true before introducing an Applicant is the responsibility of the Introducer Agent.


                                 19.3.1.            Should there be any legal action taken against the Listing Agent, then that matter should be dealt with between the parties involved.

                                 19.3.2.            Xchange takes no responsibility for any misleading information by any of the parties involved.


               19.4.         In the event that an Applicant is upset that their data was shared with Xchange, sole responsibility lies with the Introducer Agent.

                                 19.4.1.            All applicant data is processed in accordance with the Privacy Policy stated.

                                 19.4.2.            It is the responsibility of the Introducer Agent to inform their Applicant that their data will be shared with Xchange in order to improve their experience on the Platform.

                                 19.4.3.            All data processed is GDPR compliant.


  20.         OUR LIABILITY


               20.1.         We provide the Platform without any guarantees or warranties. Whilst we try to ensure that the content of the site is correct we are not responsible if it is not correct. We do not guarantee or represent that any information, content, advertisements or any other website which you may access through our site are accurate or reliable or that it meets your requirements.


               20.2.         We expressly disclaim all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranty of merchantability, fitness for a particular purpose, and any term as to the provision of services to a standard of reasonable care and skill or as to non-infringement of any intellectual property rights.


               20.3.         Any material downloaded or otherwise obtained through the use of the service is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. We do not accept responsibility for any defects which may exist, or for any costs, or any consequences arising from your use of, or inability to access the site. In no event shall we be liable for:


                                 20.3.1.             any special, indirect, incidental or consequential damages, or

                                 20.3.2.            any loss of profits, loss of revenues, loss of opportunities, loss of data, loss of use damages or cost of procurement of substitute goods or services in each case arising out of these terms and conditions or the provision of the service, even if we have been advised of the possibility of such damages.

                                 20.3.3.             We do not accept any responsibility or liability for enabling you to link to any other website, or for the contents of any other website, whether one from which you may have been linked or to which you may link from the site, or for any consequence of your acting upon the contents of such website.

                                 20.3.4.            We do not accept any liability for your dealings or contracts via the service with suppliers of goods or services, or your customers, or any other third party. We do not accept any liability (whether in contract, tort or otherwise) for any acts or omissions resulting from your decision or opinion formed on the basis of your use of the service except for any liability caused by our negligence for death or personal injury.


               20.4.         Events beyond your or our control:


                                 20.4.1.            Neither of us shall be liable to the other for any delay or failure to comply with our respective obligations under these terms and conditions if the delay or failure arises from any course which is beyond our reasonable control, including (without limitation) any act of God, or of Government or Regulatory Authority or other internet service providers, war, terrorism or non-availability or malfunctioning of a telecommunications or broadcast or other network system or service.


  21.         GOVERNING LAWS


               21.1.         This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.


  22.         JURISDICTION


               22.1.         Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).


  23.         NON – SOLICITATION

               23.1.         During the period commencing on the Effective Date and ending one year following the Termination Date, either party namely the User and the Platform without prior written consent, directly or indirectly, must not,  

                                          23.1.1.        solicit or encourage any person to leave the employment or other services of either party, or

                                          23.1.2.          hire, on behalf of User or any other of its subsidiaries, any person who has left the employment within the one year period following the termination of that person’s employment the Advisor or its Affiliates,

                                          23.1.3.         solicit or encourage any person to leave the employment or another service of the Platform’s Users, 

                                          23.1.4.          solicit or encourage any of the Platforms’ Users, or Applicants to directly conduct business with Listing Agents. During the period commencing on the date hereof through and ending one year following the Termination Date, either party will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Xchange, its employees, and its Users.



               24.1.         In the event that any User breaches any of the clauses listed in these Terms, they may be subjected to legal action taken against them alongside immediate termination from the Platform.