Subscription Agreement between Estate Agency Events Ltd and the aforementioned company/brand.
On behalf of Estate Agency Events Ltd (We, Us, Our), I would like to congratulate You on your achievement. I am delighted that You have chosen to subscribe to Premium Membership of the Best Estate Agent Guide (BEAG), so that You can shine a light on your performance in Our assessment.
This agreement enables you to promote your achievement.
This Agreement sets out the benefits You’ll receive as a Subscriber to Our Premium Membership Service, and the things You need to do to comply with the terms of Your Membership.
1 Some Definitions
To make it easier to read and understand this Agreement, We’ve defined some terms as having specific meanings as set out below:
“Best Estate Agent Guide” (abbreviated to BEAG) means Our publication containing the details of the estate agency offices belonging to the estate agency brands which, according to Our assessment criteria, achieved the scores required to achieve a Rating and/or Award and to be listed in the Best Estate Agent Guide for sales and/or lettings.
“Award Year” means the 12-month term for which an Award and/or Rating is made and as notified by Us to You via email and/or at the relevant websites and/or by other means.
“Award” means the award awarded to You by Us for the Award Year, as set out on the Best Estate Agent Guide.
“Rating” means the rating awarded to You by Us for the Award Year, as set out on the Best Estate Agent Guide.
“BEAG Logo Marques & Marketing Toolkit” means the trademarks to be used for all promotion, advertising and marketing of the Best Estate Agent Guide Award and/or Ratings, as provided by Us to You via email and/or at the relevant websites and/or by other means as agreed by You and Us from time to time, together with any associated artwork, design, slogan, text and other collateral marketing signs belonging to or controlled by Us that are to be used in connection with the Best Estate Agent Guide, and including the OnTheMarket Marques only to the extent that they are incorporated into the BEAG Logo Marques & Marketing Toolkit. Any reference in this Agreement to the BEAG Logo Marques & Marketing Toolkit should be read as referring to each of them individually (including the OnTheMarket Marques), as well as all of them together. If We partner with another company in place of OnTheMarket, this definition shall be read substituting reference to OnTheMarket with the name of the new company, as appropriate.
“OnTheMarket Marques” means the trademarks belonging to OnTheMarket, as provided by Us to You together with any associated artwork, design, slogan, text, and other collateral marketing signs belonging to or controlled by OnTheMarket and incorporated into the BEAG logo Marques & Marketing Toolkit. If We partner with another company in place of OnTheMarket, this definition shall be read substituting reference to OnTheMarket with the name of the new company, as appropriate.
“Your Materials” means Your company logo, up to two promotional photographs per listed office, (420 x 307 pixels and 300 dpi) and up to 600 words per office, together with Your current postal address and email address for invoicing, Your current email address for each office and website address as they existed prior to You receiving Your Rating and/or Award and as amended during the Licence Term (subject to the provisions of clause 3.1 below).
“Payment Plan” means either Monthly Plan or Annual Plan, depending on whether you choose to pay monthly or annually.
“Subscription Fee” means the sum payable to become a Premium Member of the Best Estate Agent Guide.
“Subscription Term” means a minimum period of 12 months, commencing on the date on which You subscribe by completing the details on the form, as extended by any Subscription Extension.
“Subscription Extension” means an extension to the Subscription Term granted to You by Us as set out in clause 3.6 and paid for in accordance with clause 4.
2 What will We do for You?
2.1 Upon Your signature of this Agreement, payment of the Subscription Fee and provision of Your Materials We will:
a) prepare and make available to You the BEAG Logo Marques & Marketing Toolkit for Your use in promoting Your business, in accordance with these terms and conditions; and
b) grant to You a non-exclusive licence to use the BEAG Logo Marques & Marketing Toolkit for the Subscription Term only, subject to these terms and conditions; and
c) permit You, during the Subscription Term, to refer to Your Rating and/or Award using the appropriate wording selected from that below, or as notified to You in writing from time to time, in Your choice of plain text font and style only (and not as an image, graphic or other device), and without the use of the BEAG Logo Marques & Marketing Toolkit:
Rating
Estate Agencies appearing in the Best Estate Agent Guide are awarded either an Excellent Rating or Exceptional Rating. An Excellent Rating is top 20% in the UK, an Exceptional Rating is top 8% in the UK. Your rating level and the percentage of agent’s achieving the rating level may change with each Award Year.
For example: [Agent Brand Name] was awarded an Excellent Rating for Lettings in the Best Estate Agent Guide 2024 and is in the top 20% of agents for lettings. [Agent Brand Name] was awarded and an Exceptional Rating for Sales in the Best Estate Agent Guide 2024 and is in the top 8% of agents in the country for Sales.
Award
An Exceptional Rating equates to a Gold Winner Award. Approximately, the top 8% of estate agencies in the country are awarded a Gold Award for sales or lettings. Just 1.8% of estate agents are awarded a gold award for both sales & lettings. Your award level and the percentage of agent’s achieving the award level may change with each Award Year.
For example: [Agent Brand Name] is a Gold Award Winner for both Sales & Lettings in the Best Estate Agent Guide 2024 following an independent, whole of market assessment and is in the top 1.8% of agents in the country.
Top 500
A Top 500 status means that you are ranked in the Top 500 agents in the country for sales and/or lettings. Your Top 500 placement and the percentage of agent’s achieving a Top 500 placement may change with each Award Year.
For example: [Agent Brand Name] is a Gold Award Winner for Sales in the Best Estate Agent Guide 2024 and ranks in the Top 500 agents in the country.
2.2 We warrant that We are the owners or licensees of the BEAG Logo Marques & Marketing Toolkit, and that We are entitled to grant this licence to You.
2.3 We will use Your Materials solely:
a) to ensure Your BEAG Logo Marques & Marketing Toolkit incorporates Your brand and/or office details where appropriate; and
b) to upgrade Your listing(s) on the BEAG website; and
c) to provide you with access to the BEAG Logo Marques.
2.4 We will use Our reasonable endeavours to upgrade Your listing(s) and to provide you with access to all the BEAG Logo Marques & Marketing Toolkit within 21 working days of receiving Your Materials.
3 What must You do (and not do!) when using the BEAG Logo Marques & Marketing Toolkit?
3.1 You will provide Us with Your Materials within 14 days of signing this agreement and thereafter inform Us of any changes to Your Materials during the Subscription Term. We reserve the right to charge You a reasonable administration fee if You request more than one change to Your Materials within a 12-month period.
3.2 You agree that all use You make of the BEAG Logo Marques & Marketing Toolkit shall be in accordance with the guidelines below:
a) Your use of the BEAG Logo Marques & Marketing Toolkit must be truthful, fair, and not misleading.
b) When referring to your award and/or rating and/or Top 500 status in writing, ensure you use the appropriate wording to include the discipline (sales or lettings) and year.
For example:
[Agent Brand Name] is a Best Estate Agent Guide Gold Award Winner for [Sales] in 2024.
[Agent Brand Name] is rated Excellent for [Lettings] in the Best Estate Agent Guide 2024.
[Agent Brand Name] is ranked in the Top 500 Agents in the UK for Sales in the Best Estate Agent Guide 2024.
c) You must always use the proper spelling of the BEAG Logo Marques.
d) You may not alter the BEAG Logo Marques in any way.
e) You may not adapt, modify, or amend the BEAG Logo Marques in any way, and You will only use them in accordance with the specific size, colour and other guidelines provided by Us to You.
f) You may not make puns out of the BEAG Logo Marques or portray them negatively.
g) You may not incorporate the BEAG Logo Marques into Your own product names, service names, trademarks, logos, brand names or company names.
h) You must not adopt Marques or logos that are confusingly like the BEAG Logo Marques or any part of them.
i) You may not use the BEAG Logo Marques & Marketing Toolkit on or in connection with any product or service that is not the subject of the Rating and/or Award; and
3.3 You acknowledge that neither We nor OnTheMarket endorse or are affiliated with any of Your products or services save solely as and to the extent that is reflected in the Rating and/or Award and/or Top 500 placement, and You shall make no claims or implications that any affiliation or endorsement exists beyond that expressly set out in the Rating and/or Award and/or Top 500 Placement.
3.4 You acknowledge that a Rating, Award and/or Top 500 Placement is not guaranteed and that there may be a change in Your Rating, Award and/or Top 500 Placement, which includes not achieving a rating, award, or placement in the Top 500.
3.5 We reserve the right to partner with another company in place of OnTheMarket. If this happens, We will let you know of the change as soon as reasonably possible.
3.6 You acknowledge that Your payment of the Subscription Fee grants You a licence to use the BEAG Logo Marques & Marketing Toolkit only during the Subscription Term and if you cancel your subscription, you must cease use of all such materials at the end of the Subscription Term. Should We become aware that You are continuing to use the BEAG Logo Marques &/or Marketing Toolkit after the end of the Subscription Term, You will be deemed to have requested an extension to your Subscription Term. You agree that You shall be liable to pay for any such Subscription Extension as set out in clause 4.6 below.
3.7 Unless this Agreement is terminated in accordance with clause 6.1, You will be granted a Subscription Extension on a rolling monthly or annual basis, (depending on your Payment Plan). In which case You shall ensure that Your use of the BEAG Logo Marques & Marketing Toolkit reflects the year(s) in respect of which You received Your Award(s) and/or Rating(s). You are strictly prohibited from making any use of, or amendment to, the BEAG Logo Marques & Marketing Toolkit that may suggest Your Award or Rating relates to any period other than that for which it was given.
4 Payment & Taxes
4.1 The minimum initial Subscription Term is 12-months. After the expiry of the initial Subscription Term, You will automatically be billed for the next Subscription Term (monthly or annual in advance, depending on choice of Payment Plan).
Your payment method will continue to be charged until You or We terminate in line with clause 6.3.
4.2 We may take payment for any Licence Extension at Our then-current rates as applicable to Your Subscription, and You shall pay such invoice in accordance with the provisions of this clause 4.
4.3 Should we change our pricing; we will notify you by email and you will be charged the new price for subsequent Subscription Terms.
4.4 You must tell us immediately if You open any new branches after you have signed this Agreement so that We can add them to the Best Estate Agent Guide and adjust your payments accordingly. If there is a discrepancy between the number of branches operating under the brand and the number of branches covered by the subscription, We reserve the right to invoice you for the difference, from the date of the opening of each branch.
4.5 When your fees are due: All fees charged under the agreement are due and payable by Direct Debit on the due date quoted on the invoices generated by GoCardless, unless otherwise agreed in writing by the parties. Invoices shall be issued in accordance with the applicable terms.
4.6 You shall be liable for any national, European Union, value added, sales, excise, state, local, withholding, or other taxes or customs duties applicable.
4.7 If payment is overdue, then unless You have notified us in writing that such payment is in dispute, We may treat such as a material breach, terminate this Agreement and seek payment of unpaid fees.
5 Limitation of Liability
5.1 Nothing in this Agreement shall exclude or limit either party’s liability for (i) fraud or other criminal act, (ii) personal injury or death caused by the negligence of that party’s employees in connection with the performance of their duties hereunder or by defects in any materials supplied pursuant to this Agreement, (iii) breach of the other party’s intellectual property rights, or (iv) any other liability that cannot be excluded by law.
5.2 In no event will We be liable for any damages resulting from (a) lost profits, (b) loss of revenue, (c) loss of goodwill, (d) loss of reputation or (d) any indirect or consequential loss. Such liability is excluded whether such damages were reasonably foreseeable or actually foreseen.
5.3 Except as provided above in clause 5.1, Our maximum aggregate liability to You for any cause whatsoever (whether in the form of a refund, the additional cost of remedial services, or otherwise) will be for direct costs and damages only and will be limited to a sum equivalent to a 12-month Subscription Fee.
5.4 We hereby exclude, to the fullest extent permitted by law, all liability that We have not expressly accepted in this Agreement.
6 Duration & Termination.
6.1 This Agreement shall become effective on the date on which You accept it by completing the details on the form and setting up your Direct Debit and paying the Subscription Fee and shall continue for the initial Subscription Term.
6.2 Unless terminated earlier in accordance with the provisions of clause 6.3, this agreement shall renew on a rolling annual or monthly basis, depending on your Payment Plan.
6.3 You can cancel auto-renewal anytime, but you must do so before the last day of your current Subscription Term to avoid being charged for the next Subscription Term. If you cancel, you will not receive a refund for the remainder of your then-current Subscription Term. You can cancel by advising us in writing by emailing beagmarketing@estateagencyevents.com
Break Clause for 2024 License Period Only: Provided the subscription begins after 1st May 2024 either party may terminate this subscription agreement by providing written notice to the other party and termination will occur no less than six (6) months after the initial monthly payment. We will require written notice of one month to terminate the subscription after 6 monthly payments. Upon termination, the subscriber shall remain liable for any fees or charges accrued up to the agreed termination date. Any prepaid fees beyond the newly agreed termination date shall be refunded to the subscriber on a pro-rata basis. Any subscription that begins prior to 1 May 2024 and post 5 November 2024 will be liable for the full 12 month minimum subscription period.
6.4 Either party (“the Initiating Party”) may terminate this Agreement at any time immediately upon giving written notice to the other party:
a) if the other party commits any material breach of any term of the Agreement and in the case of a breach which is reasonably capable of remedy fails to remedy that breach to the reasonable satisfaction of the Initiating Party within thirty (30) days of a written request to remedy the same; or
b) if the other party has had appointed an administrator, receiver and manager, or administrative receiver, or has itself appointed an administrator, or if any substantially similar event shall take place.
c) If it is brought to Our attention that complaints made against You to compliance organisations, including but not limited to the Property Ombudsman and Trading Standards, are upheld.
6.5 Upon termination of this Agreement, You must immediately cease all use of the BEAG Logo Marques, and You must, within five (5) days after such expiry or termination, ensure that all BEAG Logo Marques are removed from Your website and other promotional material. Failure to do so shall be considered a request for a Subscription Extension in accordance with clause 4.2 above.
6.6 Having subscribed to Premium Membership, if You are successful in achieving a Rating or Award for subsequent Award Years, then You will be permitted, for the duration of the subsequent Subscription Term, to continue displaying the BEAG Logo Marques that You have previously achieved and licensed. Such continued use shall be considered to be a free-of-charge Licence Extension which shall be subject to the restrictions set out in clause 3 above.
6.7 The expiry of this Agreement or its termination for whatever reasons shall be without prejudice to any other rights or remedies a party may be entitled to under law and shall not affect the respective rights and liabilities of either of the parties accrued prior to such termination.
7 Intellectual Property
7.1 We are the owners or licensees of the intellectual property rights in the BEAG Logo Marques. Title to the BEAG Logo Marques, shall remain vested in Us or Our licensors. Any rights not expressly granted herein are reserved to Us.
7.2 If any third party brings a claim against You alleging that Your use of materials made available to You by Us infringes that third party’s intellectual property rights in the United Kingdom (“Intellectual Property Claim”), We shall defend that claim at Our own expense and shall pay all damages awarded or agreed to be paid to the third party in settlement of an Intellectual Property Claim provided that You:
a) promptly furnish Us with written notice of the Intellectual Property Claim upon becoming aware of the same.
b) make no admissions or settlements without Our prior written consent.
c) act in accordance with Our reasonable instructions and provide Us with reasonable assistance in respect of the Intellectual Property Claim; and
d) give to Us the sole authority to defend or settle the Intellectual Property Claim.
7.3 We shall reimburse Your reasonable costs incurred in complying with these provisions.
7.4 If in Our reasonable opinion, materials We have made available to You are or may become part of an Intellectual Property Claim, then We shall either:
a) obtain for You the right to continue using such materials which are the subject of the Intellectual Property Claim; or
b) replace or modify the materials which are the subject of the Intellectual Property Claim so they become non-infringing; or
c) if such remedies above are not in Our opinion reasonably available, then You shall return and cease using the materials which are or may become the subject of the Intellectual Property Claim.
7.5 We shall have no liability for any Intellectual Property Claim resulting from the combination of the BEAG Logo Marques or the Winners’ Toolkit with other products that were neither supplied nor combined with them by Us, or if the same results from any breach of Your obligations under this Agreement.
7.6 This section 7 states Our entire obligation and liability in respect of any infringement or alleged infringement of any intellectual property rights arising from Your acquisition, possession, or use of the BEAG Logo Marques and the Winners’ Toolkit. All other obligations and liabilities in relation to infringement or alleged infringement of the intellectual property rights of any person are hereby excluded to the fullest extent permitted by law.
8 Assignment
8.1 You may not assign this Agreement or otherwise transfer any rights or obligations under it except with Our prior written consent.
9 Survival
9.1 The following clauses shall continue to be in effect after the termination or expiration of this Agreement: 1, 3.6, 4.2-4.7, 6.5, 7, 9 and 11 to 14 (inclusive).
10 Force Majeure
Neither party is responsible for failure to fulfil its obligations hereunder due to causes beyond its reasonable control that directly or indirectly delay or prevent its timely performance hereunder. Dates or times by which each party is required to render performance under this Agreement shall be postponed automatically to the extent that the party is delayed or prevented from meeting them by such causes.
11 Notices
All notices made pursuant to this Agreement must be made in writing to: beagmarketing@estateagencyevents.com (for Your notices to Us) or to the email address provided by You (for Our notices to You), and shall be marked for the attention of the directors. Unless otherwise provided in this Agreement, all notices shall be deemed as given on the day of their receipt by the receiving party.
12 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and shall supersede all previous representations, agreements, and other communications between the parties, both oral and written. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any order or purchase order submitted by You.
13 Law & Jurisdiction
13.1 In the event of any dispute arising under this Agreement the parties will attempt to settle it by mediation. The mediator shall be selected from the Ministry of Justice Civil Mediation Directory, subject to the agreement of both parties. Save in respect of late or non-payment of undisputed invoices, no party may commence court proceedings in respect of any dispute arising out of this Agreement until it has attempted to settle the dispute by mediation and either the parties have been unable to agree on a mediator or the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay. Unless agreed otherwise the mediator’s costs and expenses shall be shared equally between the parties.
13.2 Subject to clause 13.1, each party hereby irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any disputes arising out of or relating to this Agreement and that the laws of England shall govern this Agreement.
13.3 Nothing in this agreement shall limit either party’s right to seek injunctive relief.
14 General
If any provision of this Agreement is adjudged by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that the remaining provisions shall not be affected thereby, and that the remainder of this Agreement shall remain valid and enforceable. No waiver by either party of any term hereof shall constitute a waiver of any such term in any other case whether prior or subsequent thereto. No single or partial exercise of any power or right by either party shall preclude any other or further exercise thereof. This Agreement may not be changed, modified, amended, released, or discharged except by a subsequent written agreement or amendment executed by duly authorised representatives of Us and You. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement except as expressly set out herein, but this does not affect any right or remedy that such third party may have without reference to the Contracts (Rights of Third Parties) Act 1999.
Please send any enquiries to beagmarketing@estateagencyevents.com