Terms of use

1 Introduction

1.1 – These Terms govern:

1.1.1 – Your use of the Site (as defined below);

1.1.2 – Your receipt and use of our Services (as defined below); and

1.1.3 – Your ordering of the Services via alternatives to the Site, for example by email or telephone call to us.

1.2 – The Site is not intended for consumer use and has been designed for the exclusive use of professionals such as law firms, solicitors and conveyancers engaged in activities related to property conveyancing.

1.3 – If You have any questions about the Services, these Terms or if You are unsure as to whether You are qualified to use the Site and Services please contact us:

1.3.1 – through our website http://www.millar-bryce.com;

1.3.2 – by e-mail at search@millar-bryce.com; or

1.3.3 – by phone 0131 556 1313.

2 Defined Terms

In these Terms the following definitions apply:

“Account” means an account held by You with us to order and receive Services that You order from us.

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

“Connected Person” means (i) Your Client and (ii)any person(s), company or other legal entity, acquiring or disposing of (or acting in the genuine contemplation of the acquisition or disposal of) an interest (including but not limited to a heritable or security interest) in the Property, and in each instance shall include the professional advisors thereof.

“Millar & Bryce”, “we”, “us” or “our” means Millar & Bryce Limited a company incorporated in Scotland with company number SC134475 with registered office at First Floor, East Wing, Lochside House, 3 Lochside Way, Edinburgh, Scotland, EH12 9DT.

“Password” means the password linked to Your Account.

“Property” means the land and/or property for which the Service is carried out over.

“Registration Form” means the registration form which You must complete to set up an Account with us.

“Service” means the property searching and data retrieval service that we provide to You as listed at https://www.millar-bryce.com/services.

“Site” means the Millar & Bryce website available at http://www.millar-bryce.com.

“Terms” means these terms and condition which apply to all Services we provide.

“You” and “Your” means that professional person, solicitor, firm, company or other legal body who places an order with us under the Terms herein, in which a Service is provided, either on their own behalf as a Client, or, as an agent for a Client.

3 Your Rights and Obligations

3.1 – Prior to receiving any Services You must register with us by completing and submitting a Registration Form. We may at our sole discretion accept or refuse Your Registration Form for use of our Services. By submitting the Registration Form or using Your Account, You are indicating Your acceptance of these Terms, to the exclusion of all other terms.

3.2 – You must fully and accurately complete the Registration Form in accordance with our instructions. You represent, warrant and undertake that all information You provide to us (either written or oral) including all information about Your staff and supporting documents, is accurate and complete.

3.3 – You shall notify us immediately of any change in the information You have provided in the Registration Form (including with regard to Your professional status) or if You become aware of any misuse or potential misuse of Your Password or Account.

3.4 – You are responsible for all use of Your Account including all fees incurred through the use of Your Account and Password. You must treat Your Account and Password as confidential and must not reveal Your Password to any third party.

3.5 – We reserve the right to remove or amend Accounts for operational purposes.

3.6 – You must use the Services only in accordance with these Terms and in accordance with best professional practice.

3.7 – You shall not knowingly use the Services or Site 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, or in contravention of these Terms, in each case determined by us in our sole discretion.

3.8 – Subject to clause 3.9, You may only share the results of the Services with Connected Persons,

3.9 – You may only share the results of the Services with a Connected Person where the results relate to a specific transaction with such Connected Person. You must not share results from the Services for unconnected requests or other commercial purposes, including but not limited to the sale of the results or publishing the results online.

3.10 – You may not disclose the results of the Services with any third party who is not a Connected Person without our prior written consent. No person, other than You or a Connected Person, may use or rely upon the results of the Services without our prior written consent. We accept no duty of care or other liability in respect of the results of the Services to any person other than You or a Connected Person.

3.11 – You agree to inform all Connected Persons with whom the results of the Services are shared that the results of the Services are subject to these Terms.

3.12 – You agree to indemnify us and hold us harmless for any costs (including settlement and legal fees), damages, expenses, losses, and liability that We incur as a result of any claim, suit, action or other proceeding brought against You or us, that is based on or arises from Your or a Connected Person’s breach of these Terms.

4 Millar & Bryce’s Rights and Obligations

4.1 – The Services that we provide are listed at https://www.millar-bryce.com/services.

4.2 – We will provide the Services to You in accordance with these Terms.

4.3 – We do not guarantee that our Site or Services, or any of its content, will always be available or accessible. We 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 endeavours to avoid interruptions to the availability of the Site during those core hours.

4.4 – We reserve the right to withdraw or amend any agreement or ordered Service with You in the case of obvious typographical or arithmetical inaccuracies appearing on the Site.

4.5 – We warrant that:

4.5.1 – the Services will be performed with reasonable skill and care in accordance with good industry practice; and

4.5.2 – the provision of the Services will not infringe any third party intellectual property rights.

4.6 – Except as expressly stated in these Terms, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the fullest extent permitted by law.

4.7 – We do not accept any liability or responsibility for any (i) decisions arising from the Services as properly provided or (ii) subsequent use of, and/or reliance placed on, the results of the Services in relation to transactions other than the specific transaction for which the Services were instructed.

4.8 – We do not warrant or accept any liability for the accuracy or completeness of information and data deriving from or provided by a third party provider, including but not limited to the Registers of Scotland.

5 Terms of Payment

5.1 – When You order any Services, You agree to pay for the requested Services based upon the fee list published by us from time to time, a copy of which is available on request.

5.2 – We reserve the right to revise the prices set out in our Fee List at any time prior to delivery of the Services. All prices quoted are exclusive of duties and taxes except where they are specifically stated as including duties and taxes.

5.3 – Payment of all sums shall be due by You within 30 days following the date of Millar & Bryce Ltd’s invoice unless otherwise agreed and confirmed in writing by Millar & Bryce.

5.4 – Millar and Bryce Ltd. shall be entitled to charge interest on all sums not paid by the due date at the rate of 3% above The Royal Bank of Scotland base rate from time to time until the date of payment.

6 Limitation of Liability

6.1 – Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:

6.1.1 – death or personal injury caused by negligence; and

6.1.2 – fraud or fraudulent misrepresentation.

6.2 – Subject to Clauses 6.1 and 6.3, our total aggregated liability to You, Your Client and all Connected Persons in contract, delict (including negligence), breach of statutory duty, indemnity or otherwise arising under or in connection with these Terms, shall not exceed £10,000,000 (Ten Million GBP).

6.3 – Subject to Clause 6.1, we shall not be liable in contract, delict (including negligence) or otherwise arising out of or in connection with these Terms including indemnity for any:

6.3.1 – indirect, incidental, special, consequential or punitive loss or damage;

6.3.2 – loss of business profits;

6.3.3 – business interruption;

6.3.4 – misuse of Your Password or Account;

6.3.5 – loss or damage to goodwill;

6.3.6 – loss of or corruption of data or business data; or

6.3.7 – pecuniary loss caused by any use of the Site or Services where the loss or damages is the result of incorrect or incomplete information:
(a) provided by You (or on Your behalf); or
(b) shown in any of the public records searched.

7 Insurance

7.1 – With respect to the Services provided by us to You, we will maintain profession indemnity insurance with a limit of ten million GBP (£10,000,000).

7.2 – Subject to clauses 6.2 and 6.3, We shall indemnify and save harmless You and Your 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 Your 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 Our negligence.

8 Data Protection

8.1 – Any personal data that You share with us will be processed in accordance with our Privacy Policy.

8.2 – You agree that You will fully comply with applicable data protection laws and You will ensure that:

8.2.1 – relevant fair processing notices have been made available to Your Clients, staff and users of the Site and Services;

8.2.2 – You and Your Clients are made aware of the terms of our privacy policy; and

8.2.3 – appropriate consents have been obtained in accordance with data protection laws and such fair processing notices and consents are sufficient in scope to permit You to transfer the personal data to us and to enable us to process the personal data for the purposes of providing the Services.

8.3 – We may share non-personal data (including but not limited to deed plans) as part of the Services with third parties including Registers of Scotland.

9 Termination and Suspension

9.1 – We may terminate our agreement with You immediately and without notice if You:

9.1.1 – cease to be a member in good standing of Your professional body; or

9.1.2 – You breach these Terms.

9.2 – We reserve the right to suspend the Site (or Your access to it) without notice, or to suspend, modifyor discontinue any of the Services. Such amendment or discontinuation shall not apply to any Service which You have already purchased.

9.3 – Either party may terminate its agreement with the other party for convenience on thirty days prior written notice to the other party.

9.4 – Following termination of our agreement with You for any reason Your Account and Password access (and any rights granted by us) will also terminate.

10 Intellectual Property

10.1 – The copyright in, and other intellectual property rights in, the material on the Site and the Services (including material accessed by the Services and material developed in connection with the Services) is owned by us or licensed to use by a third party and may not be copied, reproduced, transmitted or distributed without our (or the relevant third party licensor’s) express prior written consent.

10.2 – The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of us or other third parties. You are not permitted to use these Marks without our (or the relevant third party licensor’s) prior written consent.

10.3 – You shall not share the results of the Services with any third party except a Client or a Connected Person as set out in these Terms.

11 Events Outside Our Control

11.1 – We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by any act or event beyond our reasonable control including but not limited to acts of God; explosion; fire or accident; war or threat of war; sabotage; insurrection; civil disturbance or requisition; acts, restrictions, prohibitions or enactments of any kind on the part of a local authority or a body responsible for the maintenance of records, including Registers of Scotland, National Archive and Companies House (the “Public Records”); access to the Public Records being denied or delayed (for whatever reason); import or export regulations or embargos, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the party in question or another) (“Event Outside Our Control”).

11.2 – If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms:

11.2.1 – we will notify You as soon as reasonably possible; and

11.2.2 – our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with You after the Event Outside Our Control is over.

11.3 – You may cancel these Terms where an Event Outside Our Control has continued for more than 30 days. To cancel please contact us. If You opt to cancel we will refund the fees You have paid, less the charges reasonably incurred us by in performing the Services up to the date of the occurrence of the Event Outside Our Control.

12 Notice

12.1 – 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.

13 Future Amendment of Terms

13.1 – We reserve the right to modify these Terms in ours sole discretion at any time by posting a revised version of these Terms on the Site, or otherwise making the revised Terms available to You.

14 General

14.1 – No waiver by us shall be construed as a waiver of any preceding breach or provision of these Terms.

14.2 – The limitation on liability and indemnity provisions of these Terms shall survive termination of the agreement between You and us.

14.3 – 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.

14.4 – Except as otherwise set out in these Terms, these Terms do not confer on any person who is not a party to these Terms any right to enforce or otherwise invoke these Terms or any part of it under the Contract (Third Party Rights) (Scotland) Act 2017.

15 Governing Law And Jurisdiction

15.1 – 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.
Last Updated: July 2020