REGISTERS OF SCOTLAND DIGITAL DISCHARGE SERVICE TERMS AND CONDITIONS OF USE
PLEASE READ THESE DIGITAL DISCHARGE SERVICE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE DIGITAL DISCHARGE SERVICE. BY USING THE DIGITAL DISCHARGE SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MUST NOT USE THE DIGITAL DISCHARGE SERVICE.
1 Definitions
Administrator means the Company's nominated eServices Portal administrator.
Company means the company, firm, partnership or sole trader who is entering into this agreement to use the Digital Discharge Service for the purposes of submitting information to Lenders (but excluding Lenders).
Digital Discharge Service means digital service provided by Registers of Scotland to enable the electronic creation and submission of discharges of standard securities registered in the Land Register.
eServices Portal means the Registers of Scotland web infrastructure which provides a single point of access to all Registers of Scotland online services.
Fee means the fee for registering a discharge of a heritable security as prescribed in The Registers of Scotland (Fees) Order 2014.
Lender means the holder of a heritable security who will be responsible for creating the electronic discharge and appending the electronic signature in order to discharge the heritable security through the Digital Discharge Service.
Log-in Script means the unique identification and the password that enables the User to access the Digital Discharge Service.
Registers of Scotland means the Keeper of the Registers of Scotland
User means the Administrator and any individual who has been approved as a user by the Administrator.
2 Registers of Scotland's Obligations
2.1 Registers of Scotland has already received and accepted an application from the Company to use the eServices Portal. The Digital Discharge Service will be provided by Registers of Scotland as an additional service required by the Company.
2.2 Registers of Scotland grants to the Company and its Users the right of access to and use of the Digital Discharge Service on the terms of this agreement.
2.3 Registers of Scotland will use reasonable endeavours to process applications for access to the Digital Discharge Service within 3 working days of receipt of an online application.
2.4 If an application is accepted, Registers of Scotland will assign each User access permissions to the Digital Discharge Service.
2.5 Registers of Scotland may refuse an application for access to the Digital Discharge Service in which case it shall provide full details of the reason for any refusal to the Company.
3 Service Availability
3.1 Registers of Scotland shall determine the hours of access to the Digital Discharge Service and shall publish these from time to time by notice.
3.2 Whilst Registers of Scotland shall use reasonable endeavours to maintain the Digital Discharge Service with the intention of making it available during the published hours of access, and shall use best endeavours to restore access as soon as possible following any interruption or suspension of the Digital Discharge Service, it does not warrant that the Digital Discharge Service will always be available to the Company during the published hours of access. Access may be denied prevented or interrupted through circumstance beyond the control of Registers of Scotland.
3.3 Registers of Scotland may suspend or modify the Digital Discharge Service or any part thereof without any liability to the Company. Except in case of urgent necessity to protect the security, integrity or stability of the Digital Discharge Service, Registers of Scotland will give as much notice of any proposal to suspend or modify the Digital Discharge Service as is reasonable in the circumstances.
4 Company Obligations
4.1 The Company shall access and use the Digital Discharge Service solely for purpose of identifying relevant information and submitting a request to a lender for a heritable security to be discharged.
4.2 It shall be the Company's responsibility to ensure that it has adequate and sufficient equipment to enable it to use the Digital Discharge Service.
4.3 The Company shall remain responsible for the actions of its Users, and shall ensure that no unauthorised person gains access to or uses a Log-in Script or otherwise accesses the Digital Discharge Service. Users must keep passwords secure at all times and must not disclose passwords to any person.
4.4 The Company shall nominate an Administrator to act on its behalf in relation to this agreement and to approve Users. If any person ceases to be the Administrator, the Company shall appoint a new Administrator as soon as practicable and shall notify Registers of Scotland of the appointment within 3 working days.
4.5 The Administrator shall:
(i) notify Registers of Scotland of the full name and email address of each User
(ii) notify Registers of Scotland immediately when a person ceases to be a User
(iii) be the first point of contact for Registers of Scotland in connection with this agreement
4.6 The Company is responsible for providing training to Users on access to and use of the Digital Discharge Service and shall ensure that all Users are sufficiently competent and that Users use the Digital Discharge Service in accordance with the terms of this agreement.
5 Fees
5.1The Company shall be responsible for paying the Fees. Payment shall be made through the e-payment service operated by Registers of Scotland by means of a variable direct debit. The terms and conditions applicable to the e-payment service (as the same may be amended from time to time) are incorporated into and form part of this agreement.
6 Limitation of Liability
6.1 Nothing in this agreement shall exclude or limit Registers of Scotland's or the Company's liability for fraud, or death or personal injury caused by negligence.
6.2 Subject to clause 6.1, Registers of Scotland shall not be liable for any loss or damage whatsoever or howsoever arising out of or in connection with this agreement or the use or availability of the Digital Discharge Service.
6.3 In entering into this agreement with the Company, Registers of Scotland have not either directly or indirectly assumed any duty of care or contractual obligation to the clients or customers of the Company or any other third party.
6.4 Nothing in this agreement shall exclude or limit the Keeper of the Registers of Scotland's liability under the Land Registration etc (Scotland) Act 2012 to provide statutory indemnity or compensation on any of the grounds set out therein in relation to the registration of discharges.
7 Termination
7.1 Registers of Scotland may terminate this agreement by giving one calendar months' notice to that effect to the Company.
7.2 The Company may terminate this agreement by discontinuing its use of the Digital Discharge Service provided no Fees are due and owing. The Company shall immediately inform Registers of Scotland of the termination of the agreement.
7.3 Registers of Scotland may terminate the agreement with immediate effect if the Company:
(i) is in breach of the terms of the agreement and has not remedied any such breach within such reasonable period as is notified to it in writing by Registers of Scotland.
(ii) has any Fees due and payable which remain outstanding for a period exceeding 60 days.
(iii) passes a resolution for winding-up or dissolution (other than for the purpose of reorganisation or amalgamation); or a court makes an administration order or a winding-up order; or the Company makes a composition or arrangement with your creditors; or an administrator, administrative receiver, receiver or manager is appointed by a creditor or court.
8 Jurisdiction
8.1 This agreement shall be governed by and construed in accordance with Scots law and all disputes arising under it shall be subject to the exclusive jurisdiction of the Scottish courts.
Published 31 May 2017