Terms of use

These terms of use (the “Agreement”) set out the terms on which Landicia Ltd, a company registered in England and Wales with its registered office at 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (“Landicia”, “we” or “us”) makes the Platform and the Services available to you (the “Customer” or “you”).

This Agreement takes effect on the date you first create an account or take out a subscription, whichever is earlier (the “Effective Date”), and continues for the Term. By creating an account, taking out a subscription, or using the Platform, you accept this Agreement. If you are entering into it on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and “you” means that organisation.

Our privacy and cookie policy explains how we handle personal data and forms part of this Agreement.

• “Affiliate” means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of that body corporate, and any subsidiary or subsidiary undertaking of any such holding company, as defined in section 1159 of the Companies Act 2006.
• “Authorised User” means an individual nominated by you and permitted to access the Platform under your subscription, as described in clause 3.
• “Business Day” means any day which is not a Saturday, Sunday or public holiday in England.
• “Customer Materials” means both the materials, content, data and other Intellectual Property Rights you supply, input, upload or make available to the Platform, and any resulting or derived materials created or generated by you in your use of the Platform or the Services, including the sites you save, the owner details you record, the letters you generate and the outreach activity you log.
• “Feedback” means any feedback, suggestion or idea for improving or otherwise modifying the Platform or the Services or any of their functionality.
• “Fees” means the subscription charges and the Official Fees payable for the Services, as set out on our pricing page or otherwise agreed in writing.
• “Intellectual Property Rights” means copyright, design rights, database rights, patents and rights to inventions, know-how, trade and business names, trade secrets, logos, goodwill, trade and service marks (whether registered or unregistered) and applications for any of them, and all rights in confidential information, which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
• “Official Fees” means the per-item charges for official documents and postal dispatch described in clause 5.
• “Platform” means the web-based, hosted software-as-a-service application available at https://app.landicia.com, including the data made available through it.
• “Purpose” means evaluating, sourcing and acquiring land or property for your own business.
• “Services” means the services supplied by Landicia through the Platform, including document ordering and letter dispatch.
• “Term” means the term of this Agreement, as described in clause 6.

In this Agreement, headings are for ease of reference and do not affect interpretation; references to clauses are to clauses of this Agreement; references to any gender include all genders; the singular includes the plural and vice versa; “including” means “including, without limitation”; and references to any statute or similar instrument are read as including amendments and re-enactments.

In consideration of your obligations under this Agreement, Landicia will provide the Services for the Term with reasonable care and skill.

Access to the Platform and the Services is limited to individuals nominated by you as Authorised Users. Each Authorised User is allocated their own credentials. Credentials must not be shared, and additional Authorised Users may be subject to an additional Fee.

You may request changes to your Authorised Users by notifying us. You must, and must ensure that each Authorised User does, keep their credentials confidential and notify us promptly of any suspected unauthorised access. We are not liable for losses arising from the disclosure of credentials by you or an Authorised User.

You are responsible for everything done under your account. You must not, and must ensure that Authorised Users do not, use the Platform or the Services in a way that breaches any applicable law or regulation.

In consideration of your obligations under this Agreement, Landicia grants you, for the Term, a revocable, non-exclusive, non-transferable, non-sublicensable right and licence to use the Platform and the Services solely for the Purpose and in accordance with this Agreement.

The licence is granted to you only, and not to any Affiliate, unless we agree otherwise in writing. You must not use the Platform or the Services for the benefit of, or to provide services to, any third party, including Affiliates, except where you are acting as agent for a client in relation to a specific site and we have agreed to this in writing.

Subscription Fees are billed monthly in advance by card, at the rate shown on our pricing page or otherwise agreed in writing, and are charged automatically on each renewal date until the subscription is cancelled.

Official Fees are charged in addition to the subscription and are payable per item: £7 for each HM Land Registry title document you order. Official Fees are incurred at the moment you place the order and are non-refundable once the document has been ordered. Where a third party changes the charge for an official document, we may pass that change on with notice.

Postal dispatch is included up to ten letters per subscribed user each calendar month. Included letters reset at the start of each month and do not carry over. Further letters are bought in advance as letter credits at the bundle prices shown on our pricing page. Letter credits are held against your workspace, are shared by its members and do not expire. One credit is consumed when a letter is submitted for dispatch, and is returned to your balance if the letter is cancelled before it is dispatched; once a letter has been dispatched the credit is non-refundable. Where a third party changes the charge for postage we may change bundle prices with notice, and any such change applies only to credits bought after it takes effect.

All Fees are exclusive of VAT and other applicable taxes, which are added where required. You are responsible for all taxes associated with the Platform and the Services other than UK taxes based on Landicia’s net income.

If a payment fails or is not made when due, that is a remediable material breach of this Agreement, and we may suspend access to the Platform and the Services until payment is made. Overdue amounts may carry interest at 4% per year above the Bank of England base rate, accruing daily.

If your use of the Platform or the Services exceeds the scope of this Agreement or your plan, we may bill you for that usage at our usual rates, and you agree to pay the additional fees.

If you believe you have been billed incorrectly, you must contact us within 60 days of the billing statement on which the error first appeared in order to receive an adjustment or credit.

This Agreement starts on the Effective Date and continues for successive monthly periods until it is cancelled or terminated in accordance with this clause.

You may cancel your subscription at any time from within your account or by emailing info@landicia.com. Cancellation takes effect at the end of the billing period in which you cancel; you keep access until then, and you are not charged again. Fees already paid are not refunded for part-used periods, and no refunds are payable in respect of any termination, unless the law requires otherwise.

Either party may terminate this Agreement immediately by written notice if the other party is in material breach of it and (where the breach is remediable) fails to remedy that breach within 30 days of a written request to do so, or if the other party ceases trading or threatens to cease trading, is subject to an order for winding up, has an administrator or liquidator appointed, is the subject of a bankruptcy petition or order, becomes insolvent, is unable to pay its debts as they fall due, or makes any arrangement with its creditors.

On expiry or termination, all rights and licences in and to the Platform and the Services cease automatically and you must stop using them. We will make your Customer Materials available for export for 30 days after termination, after which we may delete them in accordance with our privacy and cookie policy. Termination is without prejudice to either party’s accrued rights or remedies, and clauses which expressly or by implication survive termination continue in full force.

All Intellectual Property Rights in and to the Platform and the Services (including all graphics, data, user interfaces, logos, object and source code, architecture, designs, process flows and algorithms) are expressly reserved by and belong to Landicia or the applicable third party licensor, including all improvements, enhancements and modifications and all know-how and methodologies relating to them. You have no rights in or to the Platform other than the right to use it in accordance with this Agreement.

You own all right, title and interest in and to the Customer Materials, and you have sole responsibility for their legality, reliability, integrity, accuracy and quality. You grant us a non-exclusive licence to host, copy, process and transmit the Customer Materials to the extent needed to provide the Services to you.

During the Term we are not responsible for restoring lost or damaged Customer Materials, and you are advised to export and back up your work regularly.

We do not agree to treat Feedback as confidential, and nothing in this Agreement restricts our right to use, profit from, disclose, publish, keep secret or otherwise exploit Feedback, without obligation to compensate or credit you. You grant us a perpetual, irrevocable right and licence to exploit Feedback in any and every way.

Each party will keep confidential all information relating to the Platform or the Services (including any proprietary information such as data, composition, structure, source code, trade secrets or prototypes), any information marked or expressly indicated as confidential, and any information which could reasonably be regarded as confidential (together, “Confidential Information”).

Neither party will disclose the other’s Confidential Information, in whole or in part, directly or indirectly, without the other party’s written consent, except to its personnel and representatives who need to know it in connection with the Platform, the Services or the Customer Materials, and provided that they are subject to obligations of confidentiality no less onerous than those in this Agreement. Neither party will make or release copies of the other’s Confidential Information other than where reasonably necessary to perform its obligations or exercise its rights, and each party will use the other’s Confidential Information solely in connection with this Agreement.

These obligations do not apply to information that was already known to the receiving party before the Effective Date; was developed independently of the Confidential Information disclosed to it; is already in the receiving party’s possession other than as a result of a breach of an obligation of confidence; is in the public domain other than as a result of such a breach; is Feedback; or is required to be disclosed by law, regulation, a court of competent jurisdiction or a regulatory authority, provided that the receiving party gives the disclosing party a reasonable opportunity to contest the disclosure where it is lawful to do so.

On expiry or termination, each party will return, destroy or permanently erase the other’s Confidential Information in its possession or control within 30 days, except for one copy that it is reasonably required to retain by law.

Where the Platform makes available details of property owners, those details are obtained from HM Land Registry and other official sources and are subject to those services’ own terms.

You are the controller of the personal data you obtain, store or use through the Platform in relation to property owners, and Landicia processes that data as your processor. You are responsible for complying with data protection law in your use of it, including the UK GDPR, the Data Protection Act 2018 and the Privacy and Electronic Communications Regulations. That includes having a lawful basis for contacting an owner, providing the information owners are entitled to receive, and honouring objections and opt-out requests.

Where Landicia processes personal data on your behalf, it will: process it only on your documented instructions, including in respect of transfers outside the UK, unless required to do otherwise by law; take reasonable steps to ensure the reliability of personnel with access to it and ensure they are subject to confidentiality obligations; implement the measures required by Article 32 of the UK GDPR; taking into account the nature of the processing and the information available to it, assist you in responding to data subject rights requests and in meeting your obligations under Articles 32 to 36; at your written direction, delete or return the personal data at the end of the Term unless required by law to retain it; make available the information strictly necessary to demonstrate its compliance with this clause, including allowing for reasonable audits at your cost; and inform you if, in its opinion, an instruction infringes data protection law.

You grant Landicia general authorisation to engage sub-processors, and Landicia will inform you of intended changes concerning the addition or replacement of sub-processors. Landicia will ensure that each sub-processor is engaged under a contract offering at least the same level of protection for personal data as this clause and meeting the requirements of Article 28(3) of the UK GDPR.

You also authorise Landicia to process personal data for its own purposes as an independent controller (for example account administration, billing, support, security and product analytics), subject to its compliance with data protection law and our privacy and cookie policy.

The Platform includes information from public registers and official services, including HM Land Registry, and mapping and address data licensed to Landicia by its suppliers, which may include Ordnance Survey Limited and address data derived from Royal Mail’s Postcode Address File and from GeoPlace and local authority sources (together, “Third Party Data”). All Intellectual Property Rights in the Third Party Data belong to the relevant rights holders and are used by Landicia under licence. Some of it is public sector information licensed under the Open Government Licence v3.0.

You are granted, and must ensure each Authorised User is granted, a non-exclusive, non-transferable, royalty-free, revocable licence to view and use the Third Party Data solely within the Platform and solely for the Purpose, for the period during which Landicia makes it available. You must not, and must ensure Authorised Users do not, copy, reproduce, sub-licence, distribute, sell, rent, lend or otherwise make the Third Party Data available to any third party in any form, or use it other than as expressly permitted by this Agreement or by the relevant rights holder.

You must not remove, obscure or alter, and must reproduce wherever the Third Party Data is displayed or exported, the copyright and database right acknowledgements shown in the Platform, including the Crown copyright and Ordnance Survey acknowledgements and, where address data is used, the Royal Mail PAF® acknowledgement. Your use of address data is additionally subject to the Royal Mail PAF® end user terms, which are incorporated by reference.

The relevant rights holders may enforce this clause against you and your Authorised Users as third parties under the Contracts (Rights of Third Parties) Act 1999, notwithstanding clause 17. If Landicia ceases to be licensed to make any Third Party Data available, your rights and those of your Authorised Users to use that data cease immediately.

Title boundaries shown in the Platform are indicative and derived from the INSPIRE Index Polygons. Market and funding indications are illustrative and are not valuations, lending offers, or financial or professional advice. Official title plans and registers obtained from HM Land Registry remain the authority for any transaction.

Other than to the extent permitted by law, you must not, directly or indirectly, reverse engineer, disassemble or decompile any software or other objects that embody Landicia’s proprietary information in the Platform, or use any similar means to discover its underlying composition, structure, source code or trade secrets.

If you consider it necessary to decompile any part of the Platform as permitted under section 50B of the Copyright, Designs and Patents Act 1988, you must first give us written notice setting out in detail the information necessary to achieve your use of the Platform in accordance with this Agreement, and must not attempt to decompile any part of the Platform until you have received our written response.

You must not scrape, crawl or bulk-extract data from the Platform other than through features we provide for that purpose; use the Platform to build a competing product or service; circumvent usage limits, rate limits or access controls; or upload material that is unlawful, infringing or malicious.

To protect their legitimate business interests, each party covenants with the other (for itself and as agent for each of its Affiliates) that it will not, without the other party’s prior written consent, solicit or entice away, or attempt to solicit or entice away, any Restricted Person from the employment or service of that other party or its Affiliates, other than by means of a national advertising campaign open to all comers and not specifically targeted at that party’s staff.

This covenant applies during the Term and for 12 months afterwards. A “Restricted Person” means any firm, company or person employed or engaged by a party or its Affiliates during the Term (excluding administrative personnel and those without significant development, mathematics, financial or data science expertise) who has been engaged in the development of the Platform or the provision of the Services.

Each party represents, warrants and undertakes to the other that it has the rights, consents, power and authority to enter into this Agreement and to perform its obligations under it; that it will perform its obligations in accordance with applicable law; and that it has not entered into and will not enter into any arrangement which would restrict or inhibit the other party’s exercise of its rights under this Agreement.

Landicia warrants that it will provide the Platform and the Services using reasonable care and skill.

You will indemnify, keep indemnified and defend at your own expense Landicia, its Affiliates and their respective directors and employees against claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including court costs and reasonable legal fees) arising out of or in connection with your use of the Platform or the Services otherwise than in accordance with this Agreement; your use of owner details or other personal data in breach of data protection or direct marketing law; claims by a third party that the Customer Materials infringe their Intellectual Property Rights or other rights; and any breach of your warranties or representations under this Agreement.

This clause sets out Landicia’s entire financial liability (including for the acts or omissions of its employees, agents and subcontractors) arising under or in connection with this Agreement; in respect of the Platform or any Landicia or third party data or software incorporated into or accessed through it; in respect of any loss, damage, corruption, unauthorised disclosure of or access to Customer Materials or your other Intellectual Property Rights; in respect of any use you make of the Services; and in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

Landicia is not liable for any third party data or software incorporated into or accessed through the Platform; any loss of profits, goodwill, reputation or wasted management time, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising from or out of the use of, or inability to use, the Platform or the Services; claims (including those of third parties) for damages or other liability, or for any general, special, direct, indirect, incidental or consequential damages; or direct or indirect losses incurred in respect of third party claims relating to damage to an individual’s reputation.

Except as expressly provided in this Agreement, you assume sole responsibility for your use of the Platform and the Services, and for the results of, and conclusions drawn from, that use. Landicia has no liability for any damage caused by errors or omissions in any report, letter or other output generated through the Platform, or for decisions taken on the basis of them.

The Services are provided “as is” to the fullest extent permitted by law. Save as set out in this Agreement, Landicia disclaims all warranties and conditions, express or implied, including implied warranties of satisfactory quality and fitness for a particular purpose, in relation to the Services, their use and the results of that use. In particular, Landicia gives no warranty in respect of any Landicia or third party software or data incorporated into or accessed through the Platform; that third party software or data will remain available for the Term; that the Services and their availability will be uninterrupted or error-free; that data incorporated into or accessed through the Platform will be accurate or up to date; that defects will be corrected; that there are no viruses or other harmful components; that the security methods employed will be sufficient; or regarding correctness, accuracy or reliability.

All warranties, representations, conditions and other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

Nothing in this Agreement excludes Landicia’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any statutory liability not capable of limitation.

Subject to the above, Landicia’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement is limited to the total Fees actually received by Landicia from you under this Agreement in the 12 month period preceding the date on which the claim arose.

Landicia develops the Platform continuously and may add, change or remove features. We will not make a change that materially reduces the core functionality of the Platform during a billing period you have already paid for without offering you a pro-rata refund for the remainder of that period.

We may amend this Agreement on 14 days’ notice to you (the “Amendment Notice Period”). If you do not agree with the amendments, you may terminate this Agreement immediately by notifying us before the end of the Amendment Notice Period. Continuing to use the Platform after that point means you accept the amended terms.

Any notice required to be given under this Agreement must be in writing and may be sent by email to the address held on your account (for notices to you) or to info@landicia.com (for notices to us), delivered by hand, or sent by pre-paid first-class or recorded delivery post to the recipient’s registered office.

A notice delivered by hand is deemed received when delivered, or at 9am on the first Business Day after delivery if delivered outside business hours. A correctly addressed notice sent by pre-paid first-class or recorded delivery post is deemed received two Business Days after posting. A notice sent by email is deemed received at the time of transmission.

This Agreement is binding upon and enures for the benefit of the parties’ successors in title. Landicia may at any time assign, novate or otherwise transfer its rights and obligations under this Agreement, and will use reasonable efforts to notify you within a reasonable period after doing so. You may not transfer, assign or novate your rights or obligations without our prior written consent.

This Agreement, together with our privacy and cookie policy and our pricing page, sets out the entire understanding between the parties in respect of its subject matter and supersedes all prior oral and written representations, arrangements and understandings relating to it.

Nothing in this Agreement constitutes a partnership or agency relationship between the parties, and neither party may represent itself as a partner or agent of the other.

If any part of this Agreement is or becomes unenforceable, it will be construed as far as possible to reflect the parties’ intentions, and the remaining provisions remain in full force and effect. No forbearance, delay or indulgence in enforcing this Agreement prejudices or restricts a party’s rights, and no waiver operates as a waiver of any subsequent breach.

A person who is not a party to this Agreement has no rights under or in connection with it, other than to the extent permitted by law and as set out in clause 10.

This Agreement is made and construed in accordance with the laws of England, and the parties submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising from it.

Landicia Ltd, 71–75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. Email info@landicia.com.