Terms of use

1. Definitions

1.1 Interpretation

In this Agreement the following expressions have the meanings stated:

"Agreement" means this written agreement, including the Schedules and recitals, as from time to time varied, novated, supplemented, amended, or replaced.

“Applicable Law” means all applicable laws, regulations, regulatory requirements and codes of practice of any jurisdiction, as amended and in force from time to time.

“Authorised Representative” means an individual nominated by NQ and the Supplier respectively from time to time as being the principal contact point for managing the business relationship created under this Agreement.

“Bank Holidays” means each national public holiday in England, Wales and Scotland, and, if any of the above fall on a Saturday or a Sunday, such substitute and/or additional national public holidays as may be so designated from time to time.

“Business Day” means any day which is not a Saturday, Sunday or Bank Holiday in England.

“Charges” means the charges to be paid by NQ for the Services detailed in Advertising property.

“Commencement Date” means means the day you register to use our services.

“Confidential Information” means all written, electronic or oral information relating to the business or assets of each Party and its customers, clients and suppliers, the terms or subject matter of this Agreement, and negotiations relating to this Agreement.

“Control” means, in respect of a company, the power of a person to directly or indirectly secure, by virtue of shareholding or voting power, that the affairs of the company are conducted in accordance with that person’s wishes, and “Controlling” and “Controlled” shall be construed accordingly.

“Force Majeure Event” means acts of God, expropriation or confiscation of facilities, any form of government intervention, war, hostilities, terrorist activity, national emergency, floods, fires or explosions.

“GDPR” means the General Data Protection Regulation (EU 2016/679).

“Goods” means the products to be provided to NQ by the Supplier under this Agreement described as Advertising property.

“Good Industry Practice” means the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced provider of services similar to the Services, seeking in good faith to comply with its contractual obligations and Applicable Laws.

“Savings” means the GBP difference between the current total costs for the Services (as agreed prior to commencement and set out in Advertising property) and the improved costs achieved by the Supplier.

“Services” means the services to be provided to NQ by the Supplier under this Agreement described as Advertising property.

“Service Levels” means the service levels specified in Allowing the uploading and displaying of your property for sale or rent onto the website s1homes.com.

“Successor Service Provider” means any entity (including NQ) which, after the Termination Date, provides the Services in place of the Supplier.

“Subcontractor” means any party to whom the Supplier or NQ sub‑contracts performance of the Services.

“Term” means a period of twelve (12) months from the Commencement Date.

“Termination Date” means the date of termination of this Agreement in its entirety for any reason.

2. Term

2.1 Duration

This Agreement shall commence on the Commencement Date and, unless terminated earlier in accordance with its terms, shall continue for twelve (12) months.

2.2 Extension

Any term exceeding twelve (12) months can only be authorised by NQ’s Chief Executive or Chief Finance Director and requires their signature on this Agreement.

3. Supplier Obligations

3.1 General duties

The Supplier shall:

3.1.1 Carry out its obligations as detailed in Advertising property with Good Industry Practice.

3.1.2 Ensure all written information and materials supplied to NQ are and remain accurate and comprehensive.

3.1.3 Supply the Goods in accordance with NQ’s orders by the delivery date in Advertising property.

3.1.4 Provide all tools and equipment required to deliver the Services.

3.1.5 Act in NQ’s best interests and promptly declare any conflicts of interest.

3.2 Defective goods

If Goods are delivered damaged or do not (or may not) comply with Advertising property, the Supplier shall immediately take remedial action to ensure compliance.

4. Service Levels

4.1 Performance standard

The Supplier shall provide the Services in accordance with the Service Levels in Allowing the uploading and displaying of your property for sale or rent onto the website s1homes.com.

4.2 Reporting

The Supplier shall provide NQ with a report within one (1) Business Day of the end of each calendar month detailing performance against the Service Levels. Where the Supplier fails to meet a Service Level, it shall refund to NQ a sum equal to the variance (e.g. 80% vs 99% ⇒ 19% refund) unless otherwise agreed in writing.

4.3 Notification

The Supplier shall promptly notify NQ of any matter likely to cause a Service‑Level failure or jeopardise performance.

4.4 Continuous improvement

The Supplier shall continuously review its costs and advise NQ of Savings each calendar quarter.

5. Charges

5.1 Consideration

NQ shall pay the Charges in Advertising property. Charges for Goods include picking, packing and delivery but exclude VAT.

5.2 Fixed pricing

Charges shall not increase during the Term.

5.3 Invoicing

The Supplier shall invoice monthly in arrears for Goods and Services provided in the previous month.

5.4 Invoice requirements

Invoices must include a breakdown of Charges, NQ purchase‑order number and cost‑centre reference.

5.5 Payment terms

NQ shall pay undisputed invoices within forty‑five (45) days of receipt.

5.6 Late payment

Interest at two percent (2%) above Barclays Bank plc base rate shall accrue daily on late payments.

5.7 Sole remedy

clause 5.6 is a substantial remedy for the Late Payment of Commercial Debts (Interest) Act 1998.

5.8 Disputes

5.8.1 NQ shall issue a re‑calculation for disputed sums. The Supplier has ten (10) Business Days to respond or NQ’s figure is final.

5.8.2 If the Supplier disagrees, the Parties shall meet in good faith to resolve.

5.8.3 Over‑payments shall be repaid with interest per clause 5.6.

6. Insurance and Risk

6.1 Passing of risk

Risk in the Goods passes to NQ only upon successful off‑loading and safe storage at NQ’s specified location.

6.2 Insurance requirements

The Supplier shall maintain: (i) public‑liability insurance of at least £10 million per claim; and (ii) product‑liability insurance of at least £5 million per claim and £10 million in the aggregate, and provide policies to NQ on request.

6.3 Maintenance of insurance

The Supplier shall keep such insurance in force throughout the Term and for twelve (12) months thereafter and do nothing to invalidate it.

7. Indemnity

7.1 General indemnity

The Supplier shall indemnify NQ against all loss, damage, costs and expenses arising from performance of this Agreement by the Supplier, its employees, agents or Subcontractors.

7.2 Remedial action

The Supplier shall promptly reinstate, replace or make good (or compensate NQ for) any loss or damage connected with the Goods or Services, except where caused solely by NQ’s negligence.

8. Audit

8.1 Audit rights

NQ may audit the Supplier’s compliance with this Agreement.

8.2 Cooperation

The Supplier shall give access to premises, records and staff as reasonably required for any audit.

8.3 Remedial measures

The Supplier shall implement changes required by an audit, and refund any overpayment with interest per clause 5.6.

9. Warranties

9.1 Authority

Each Party warrants it has full power and authority to enter into and perform this Agreement.

9.2 Supplier warranties

9.2.1 Compliance with all Applicable Laws (including environment, health & safety and human‑rights legislation).

9.2.2 Goods shall: (i) match description/specification, (ii) be of satisfactory quality and fit for purpose, (iii) be free from defects for at least twenty‑four (24) months after delivery, and (iv) comply with all statutory and regulatory requirements.

9.2.3 Hold and maintain all permits, licences and approvals.

9.2.4 Use appropriately skilled personnel.

9.2.5 Ensure personnel maintain NQ’s reputation and goodwill.

10. Data Protection

10.1 Applicability

This clause applies where the Supplier processes personal data in providing the Services.

10.2 Roles

NQ is the data controller and appoints the Supplier as processor of the personal data described in Annex A.

10.3 Purpose limitation

Data shall be processed solely for the purposes of this Agreement and in accordance with NQ’s documented instructions.

10.4 International transfers

No data may be transferred outside the UK/EEA without NQ’s prior written consent and compliance with Applicable Data Protection Law.

10.5 Confidentiality

The Supplier shall ensure all authorised persons are bound by confidentiality obligations.

10.6 Security measures

The Supplier shall implement appropriate technical and organisational measures, including encryption, resilience and regular testing.

10.7 Sub‑processors

No sub‑processing without NQ’s consent; Supplier remains fully liable for sub‑processors.

10.8 Data subject rights

The Supplier shall assist NQ in responding to data‑subject requests and regulatory enquiries.

10.9 DPIAs

The Supplier shall assist with data‑protection‑impact assessments when required.

10.10 Security incidents

The Supplier shall notify NQ without undue delay of any personal‑data breach and cooperate in mitigation.

10.11 Deletion/return

Upon termination, data shall be returned or destroyed at NQ’s option (unless retention is required by law).

10.12 Audit

NQ may audit the Supplier’s data‑processing; the Supplier shall make information, systems and staff available.

10.13 Indemnity

Each Party shall indemnify the other for breaches of this clause 10, subject to notice and mitigation.

11. Intellectual Property

All intellectual‑property rights remain vested in the originating Party unless otherwise agreed. Data IPR belongs to NQ absolutely.

12. Confidentiality

12.1 Non‑disclosure

Each Party shall keep the other’s Confidential Information confidential and use it only for performance of this Agreement.

12.2 Exceptions

Confidentiality does not apply to information that is public, required by law to be disclosed, already known, or disclosed for professional advice.

12.3 Breach and return

Each Party shall promptly notify the other of breaches and, on request, return or destroy Confidential Information.

12.4 Survival

Confidentiality obligations survive termination indefinitely.

13. TUPE

13.1 Intention

The Parties do not intend that any employees transfer under TUPE as a result of the Services moving.

13.2 Indemnities on inbound transfer

If any individual claims transfer to the Supplier, the Supplier may dismiss them and NQ shall indemnify the Supplier for related liabilities.

13.3 Indemnities on outbound transfer

If any individual claims transfer to NQ or a Successor Provider on expiry/termination, the Supplier shall indemnify NQ and the Successor Provider.

13.4 Third‑party enforcement

A Successor Service Provider may enforce clause 13.3.

13.5 Employee terms freeze

From notice of termination, the Supplier shall not change employee terms or increase headcount other than in the normal course of business.

14. Termination

14.1 Convenience

Either Party may terminate on sixty (60) days’ written notice.

14.2 Insolvency

Either Party may terminate immediately if the other becomes insolvent or ceases (or threatens to cease) to trade.

14.3 Breach

NQ may terminate immediately for irremediable breach, unremedied breach after fourteen (14) days, persistent breaches, or change of control/financial status of the Supplier.

14.4 Service reduction

NQ may reduce Service volume or frequency on seven (7) days’ notice.

14.5 Exit assistance

On termination the Supplier shall provide orderly handover, assign relevant agreements, minimise disruption and shall have no claim for loss of goodwill.

14.6 Survival

Termination does not affect accrued rights or provisions intended to survive.

15. Force Majeure

15.1 Relief

Neither Party is liable for failure caused by a Force Majeure Event, provided it mitigates and resumes performance as soon as practicable.

15.2 Prolonged force majeure

If a Force Majeure Event lasts more than fourteen (14) days and materially affects performance, the unaffected Party may terminate immediately.

16. Assignment & Transfer

16.1 NQ may transfer its rights to another NQ‑group member.

16.2 The Supplier may not assign without NQ’s prior written consent.

17. Anti‑bribery & Modern Slavery

17.1 The Supplier warrants ongoing compliance with data‑protection legislation, the Bribery Act 2010 and the Modern Slavery Act 2015.

17.2 Breach is a material breach entitling NQ to immediate termination.

18. Notices

Notices must be delivered by hand or first‑class post. Hand‑delivered notices are deemed served when delivered; posted notices forty‑eight (48) hours after posting.

NQ address: Group Purchasing Manager, Newsquest Media Group, Loudwater Mill, Station Road, High Wycombe HP10 9TY.

19. General Terms

19.1 References to days, months or years are calendar periods unless stated otherwise. Statutory references include amendments. Headings do not affect interpretation.

19.2 If this Agreement conflicts with a Schedule, the Agreement prevails.

19.3 No delay or waiver shall prejudice rights. Rights are cumulative unless stated otherwise.

19.4 If any term is invalid it shall be severed and replaced with a valid clause achieving similar intent.

19.5 Each Party shall execute documents and do acts reasonably required to implement this Agreement.

19.6 This Agreement may be executed in counterparts.

19.7 The Supplier is an independent contractor; nothing creates a partnership or agency.

19.8 Third‑party rights: only a Successor Service Provider (clause 13) or permitted assignee (clause 16) may enforce terms.

19.9 No public announcements without NQ’s prior written consent.

19.10 Governing law: England and Wales. The courts of England and Wales have exclusive jurisdiction over disputes, including non‑contractual obligations.