Partner Agent terms and conditions

These Partner Agent Terms and Conditions (the "Agent Terms") govern your participation in the Ortelias Partner Agent programme. The Ortelias platform (ortelias.com and the subscriber site, together the "Platform") is operated by Hawkeye Land Limited, a company registered in England and Wales under company number 12262268, with registered office at 1-2 Rhodium Point, Spindle Close, Hawkinge, Folkestone, Kent, CT18 7TQ ("Ortelias", "we", "us", "our"). Ortelias is a trading name of Hawkeye Land Limited.

By ticking the acceptance box at sign-up, you agree to be bound by these Agent Terms. You confirm that you have authority to bind the agency you represent (the "Agency") to these Agent Terms.

1. Definitions

1.1 In these Agent Terms:

"Agency" means the estate agent business on whose behalf the Agent is signing up;

"Agent" means the individual signing up as a Partner Agent on behalf of the Agency;

"Direct-Upload Portal" means the Ortelias-provided interface through which the Agency may upload Listings directly to the Platform, where applicable;

"Listings" means property listings published by the Agency, whether on the Agency's own website or directly uploaded via the Direct-Upload Portal;

"Listing Content" means the descriptions, images, plans, brochures, PDFs, prices, status fields, and other information that form part of a Listing;

"Platform" means the Ortelias platform comprising ortelias.com and the subscriber website, together with any associated services;

"Subscriber" means a customer who has subscribed to the Platform on the Subscriber Terms and Conditions; and

"Verified Partner Badge" means the visual indicator displayed on Listings attributed to the Agency in Ortelias search results.

2A. Eligibility

2A.1 To be eligible for the Partner Agent programme, the Agency must, at the date of accepting these Agent Terms and at all times during the term of these Agent Terms:

(a) be registered with HM Revenue & Customs for anti-money-laundering supervision under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;

(b) hold a current and approved registration on the HMRC Supervised Business Register (the "SBR"); and

(c) handle property sales as part of its business. Lettings-only agents are not eligible because they are not required to register with HMRC for AML supervision and therefore do not appear on the SBR.

2A.2 The Agency confirms by accepting these Agent Terms that it meets the eligibility criteria in clause 2A.1.

2A.3 Ortelias may verify the Agency's eligibility, including by cross-referencing the Agency's details against the HMRC Supervised Business Register at sign-up and from time to time. Ortelias may request additional evidence of registration, including the Agency's MLR registration number, if cross-referencing does not produce a clear match.

2A.4 Until Ortelias has verified the Agency's eligibility under this clause 2A, the Agency's status will be "Pending Verification". During Pending Verification:

(a) the Verified Partner Badge will not be displayed on Listings attributed to the Agency;

(b) the Agency will not have access to the Partner Agent analytics dashboard; and

(c) the Agency will not have access to the Direct-Upload Portal.

2A.5 If Ortelias verifies the Agency's eligibility, the Agency's status will be set to "Active" and the benefits in clause 2.2 will be activated.

2A.6 If Ortelias is unable to verify the Agency's eligibility, or if the Agency is found at any time not to meet the eligibility criteria in clause 2A.1 (including where the Agency's SBR registration is suspended, withdrawn, or marked inactive), Ortelias may suspend the Agency's Partner Agent status or terminate these Agent Terms with immediate effect under clause 8.3.

2. The Partner Agent programme

2.1 The Partner Agent programme is provided free of charge. There is no subscription fee and no monetary commitment required from the Agency.

2.2 As a Partner Agent in good standing, the Agency receives:

(a) the Verified Partner Badge displayed on Listings attributed to the Agency in Ortelias search results;

(b) access to a free Partner Agent analytics dashboard showing performance information relating to the Agency's own Listings (including enquiry counts, view counts, and freshness score); and

(c) where applicable, access to the Direct-Upload Portal for the Agency to upload Listings directly to the Platform.

2.3 We may add to, modify, or withdraw the benefits described in clause 2.2 at our reasonable discretion.

3. Content licence

3.1 The Agency grants to Ortelias a royalty-free, worldwide, non-exclusive licence, for the duration of these Agent Terms, to access, monitor, copy, store, display, analyse, and use the Listing Content for any lawful business purpose. This includes, without limitation:

(a) display of Listings on the Platform;

(b) inclusion in aggregated market intelligence outputs and derivative analytical products;

(c) use in materials shown to Subscribers and prospective Subscribers; and

(d) any other use consistent with the operation of the Platform.

3.2 The Agency retains ownership of all intellectual property rights in the Listing Content. Nothing in these Agent Terms transfers ownership to Ortelias.

3.3 The Agency warrants that it owns, or has all necessary rights and licences in, the Listing Content and is entitled to grant the licence in clause 3.1. The Agency confirms in particular that it has rights to use any third-party-supplied content, including photographer-supplied images, EPC documents, and brochure content.

3.4 Listings monitored from the Agency's own website are sourced from publicly available material; this licence applies to that material from the date these Agent Terms take effect.

4. Verified Partner commitment and Listing freshness

4.1 The Agency commits to using reasonable endeavours to keep Listing Content current and accurate.

4.2 For Listings published on the Agency's own website and monitored by Ortelias, the Agency commits to maintaining the same standards of accuracy and currency that it would apply for any prospective customer reading its website.

4.3 For Listings uploaded directly to the Platform via the Direct-Upload Portal, the Agency commits in particular to:

(a) updating the Listing status (Available, Under Offer, Sold Subject to Contract, Sold, or Withdrawn) without undue delay following a change of status;

(b) removing the Listing from the Platform when the property is no longer available for marketing;

(c) updating the marketing price when the price changes;

(d) keeping material attributes accurate, including site area, vendor's interest, planning status, ground conditions, and address;

(e) warranting that the Agency holds a current vendor instruction to market each site uploaded to the Platform; and

(f) complying with applicable UK property marketing law, including the Consumer Protection from Unfair Trading Regulations 2008.

4.4 The Verified Partner Badge is displayed on Listings attributed to the Agency provided the Agency remains in good standing and the freshness of its Listings meets the standard we set from time to time. We may withdraw, suspend, or restore the Badge at our reasonable discretion, including where the freshness of the Agency's Listings falls below the standard. Withdrawal of the Badge does not of itself terminate these Agent Terms.

5. What is not included

5.1 These Agent Terms do not give the Agency or the Agent any right of access to the subscriber side of the Platform. In particular, the Partner Agent programme does not include:

(a) the Ortelias subscriber search functionality;

(b) the AI brief builder;

(c) the cross-market Listing dataset (other than via the Agency's own analytics dashboard);

(d) Subscriber data or any other Subscriber-facing feature; or

(e) any feature of the Platform other than those described in clause 2.2.

5.2 Subscriber-side access to the Platform is available separately under the Subscriber Terms and Conditions, by paying the published Subscriber rate.

6. Subscribing separately

6.1 The Agency, and any individual within the Agency, is welcome to subscribe to the Platform on the Subscriber Terms and Conditions in the same way as any other customer.

6.2 From time to time we may make pricing or commercial arrangements available specifically to active Partner Agents in good standing. Any such arrangement is at our discretion, is not guaranteed, and will be communicated separately. Nothing in these Agent Terms implies any pricing or commercial arrangement, and no such arrangement is conferred by reason only of being an estate agent.

7. Listing removal on request

7.1 The Agency may request the removal of any specific Listing from the Platform by emailing partners@ortelias.com.

7.2 We acknowledge such requests within 24 hours of receipt and complete removal within 48 hours of receipt.

7.3 This route is available to the Agency at any time, both during the term of these Agent Terms and after termination.

8. Term and termination

8.1 These Agent Terms take effect from the date the Agency accepts them at sign-up and continue until terminated in accordance with this clause 8.

8.2 Either party may terminate these Agent Terms at any time by giving the other party 30 days' written notice. Notice from the Agency should be sent to partners@ortelias.com. Notice from Ortelias will be sent to the email address provided by the Agent at sign-up.

8.3 We may also terminate these Agent Terms with immediate effect if the Agency materially breaches them, in particular the warranties in clauses 3.3 and 9.1, or if the Agency ceases to be eligible under clause 2A.

8.4 The "effective termination date" is the date the notice period expires or such earlier date as the parties agree in writing.

8.5 With effect from the effective termination date:

(a) the Verified Partner Badge will be removed from all Listings attributed to the Agency within seven days;

(b) access to the Partner Agent analytics dashboard ends immediately;

(c) access to the Direct-Upload Portal ends immediately;

(d) Listings uploaded directly via the Direct-Upload Portal will be removed from the Platform within 14 days; and

(e) our right to use Listing Content monitored from the Agency's own website reverts to the general basis on which we monitor publicly available estate agent websites, as described in our Privacy Policy at ortelias.com/privacy.

8.6 The removal-on-request route under clause 7 remains available to the Agency after termination on the same basis as for any other estate agent whose Listings appear on the Platform.

9. Warranties and indemnity

9.1 The Agency warrants that:

(a) it owns or has all necessary rights and licences in the Listing Content;

(b) the Listing Content does not infringe any third party's intellectual property rights, rights of privacy, or other rights;

(c) the Listing Content is accurate, lawful, and complies with all applicable UK law; and

(d) the Agent has authority to bind the Agency to these Agent Terms; and

(e) the Agency holds a current registration with HM Revenue & Customs for anti-money-laundering supervision and remains in good standing on the HMRC Supervised Business Register.

9.2 The Agency indemnifies Ortelias and holds Ortelias harmless against any losses, damages, costs, or expenses (including reasonable legal costs) arising from a breach of the warranties in clause 9.1.

10. Our liability

10.1 Our total aggregate liability to the Agency arising under or in connection with these Agent Terms shall not exceed one hundred pounds (£100).

10.2 We are not liable for any indirect, consequential, or economic loss, including loss of profit, loss of business, or loss of opportunity.

10.3 Nothing in these Agent Terms excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under English law.

11. Data protection

11.1 We process personal data that the Agent provides at sign-up (including name, business email, telephone, role, and Agency name) in accordance with our Privacy Policy at ortelias.com/privacy.

11.2 The Agency has the right to access, correct, or request removal of personal data we hold about the Agent in accordance with our Privacy Policy and applicable data protection law.

12. Changes to these Agent Terms

12.1 We may update these Agent Terms from time to time. The updated version takes effect on the date stated at the top of the document.

12.2 We will notify Partner Agents of material changes by email to the address provided at sign-up, or through the Partner Agent analytics dashboard.

12.3 If the Agency does not accept a material change, the Agency may terminate these Agent Terms under clause 8.

13. Contact, governing law, and miscellaneous

13.1 For questions about these Agent Terms or the Partner Agent programme, contact us at partners@ortelias.com.

13.2 These Agent Terms are governed by the law of England and Wales.

13.3 Any dispute arising under or in connection with these Agent Terms is subject to the exclusive jurisdiction of the courts of England and Wales.

13.4 If any provision of these Agent Terms is held to be unenforceable, the remaining provisions shall continue in full force.

13.5 These Agent Terms constitute the entire agreement between the parties in respect of the Partner Agent programme and supersede any prior agreements or representations.