Application - means the online application for a Report submitted through the Registers of Scotland Reports Portal.
Client - means the person (or persons) and (if relevant) their professional advisers, on whose behalf an Application has been submitted by the Customer.
Completion - means the receipt by You of the completed Report.
Confidential Information - means any information (including, without limitation, in written, oral, visual or electronic form) which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. This includes know-how and information about design, development, specifications, business plans and technical or other expertise.
Conditions - means these standard terms and conditions for Registers of Scotland's Reports Service.
Contract - means this contract between You and Us for the provision of the Services as constituted by the Application, the Report and these Conditions.
Customer - means the person (whether an individual or a business) who has submitted the Application, and includes any Client.
Default - means any material breach of the obligations of the relevant Party or any other default, act, omission or negligence of the relevant Party, its employees, servants, or agents in connection with or in relation to this Contract and in respect of which such Party is liable to the other.
"EIRs" - means the Environmental Information (Scotland) Regulations 2004 (and any superseding or amending regulations) together with any guidance and/or codes of practice issued by the Information Commissioner, the Scottish Information Commissioner and/or any relevant government department in relation to such regulations.
Event Outside Our Control - has the meaning set out in Clause 9.
Fee - means the fixed fee charged for each Report in accordance with the schedule of fees published on the Registers of Scotland website (as the same may be varied from time to time).
Good Industry Practice - means standards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in a similar type of undertaking under the same or similar circumstances.
Indemnified Parties - means any third party, including (without limitation) a purchaser, lender, funder or tenant, who has an actual or potential interest in the Subjects and is an intended recipient of the Report.
Information - means all relevant information of whatever nature in whatever format required to be supplied by You to Us to enable Us to provide the Services, including, without limitation, all relevant deeds and plans (which must meet the Keeper's published deed plan criteria).
"Intellectual Property Rights" and "IPRs" - means patents, inventions, trademarks, service marks, logos, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations, whether registerable or not, in any country or jurisdiction.
Law - means any applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or delegated or subordinate legislation.
Party - means the Keeper of the Registers of Scotland and the Customer, and "Parties" shall be interpreted accordingly.
Period for Completion - means a period of 24 hours from the online submission by You of the Application. This is a good faith estimate only of the time for completion of a Report.
Rejection Fee - means the statutory feecharged for the rejection of an application for registration in the Land Register.
Reports - means the suite of legal and plans reports as described at ros.gov.uk/services/reports.
Reports Portal - means the online eServices portal, accessible through the Registers of Scotland website.
Schedule - means the schedule annexed to these Conditions.
Service - means the Reports service to be supplied by Us to You, as is more particularly described in clause 3.
Subjects - means land which is the subject of a Report.
We/Our/Us - means the Keeper of the Registers of Scotland.
Working Day - means any day other than a Saturday, Sunday or public holiday in Scotland.
'Writing' - includes email and comparable means of communication.
"You/Your" - means the Customer.
2. Keeper's statutory powers
2.1 For the avoidance of doubt, nothing in this Contract shall fetter or restrict the Keeper's discretion to exercise any right or obligation which the Keeper is entitled to exercise under any statutory enactment for the time being in force.
3. The service
3.1 We shall provide the suite of legal and plans reports ("Reports") as listed and more fully described at ros.gov.uk/services/reports.
3.2 We shall provide the requested Report to You in an electronic format.
3.3 Before accessing the Service You must register, or have registered, to use the Reports Portal and You must comply with all the terms and conditions (available on Registers of Scotland's website) applicable to Your use of the Reports Portal.
3.4 The Service is only available where the number of title deeds and/or plans in respect of each Application is five or less.
3.5 The Service shall be requested by You completing the Application and submitting it through the Reports Portal. You shall fully and accurately complete the Application and upload all relevant Information.
3.6 You may submit hard copies of plans which are unsuitable for electronic submission by post to the address set out in clause 12. You should include the reference number of the Application to which the plan relates.
3.7 These Conditions will become binding on You and Us when We accept your Application, at which point the Contract will come into existence between You and Us. We shall send You an email notification when We accept Your Application.
3.8 We may reject (or cancel in accordance with clause 9.4) an Application if the Information is deemed (at our sole discretion) to be incomplete, insufficient or otherwise unsuitable. With regard to an Application for a Plans Report or Combined Legal and Plans Report, We may reject or cancel such an Application if We consider, in our sole opinion, that any incomplete or insufficient Information is capable of being immediately remedied by You and the Application resubmitted (for example, if a monochrome plan with colour references has been submitted, or required Information was not uploaded with the Application), otherwise the provisions of clause 3.9 shall apply. If We reject or cancel an Application in accordance with this clause 3.8, You shall not be required to pay any Fee.
3.9 In the event that the Information submitted by You with an Application for a Plans Report or Combined Legal and Plans Report is deemed by Us to be incomplete, insufficient or otherwise unsuitable and is not, in our sole opinion, capable of being immediately remedied by You, (for example, the plan/Information does not meet the Keeper's published deed plan criteria) then We shall provide You with detailed advice as to why the plan/Information is deemed unsuitable for registration and the Fee for a Plans Report Level 1 or Combined Legal and Plans Report- Level 1 (as appropriate) shall be applied, regardless of the level of Report requested.
3.10 You may request a specific date for the completion of the Report, otherwise We shall complete the Report within the Period for Completion. We will use all reasonable endeavours to deliver the Report within the Period for Completion or by the requested date. We shall provide You with a link by email to enable You to access the completed Report through the Reports Portal. The Report shall be available on the Reports Portal for You to view, download and print for a period of 12 months.
3.11 If You have submitted hard copy plans or if We (at our sole discretion) have requested further information, then the Period for Completion shall commence on the receipt by Us of the plan(s) and/or the further information.
3.12 You may request multiple Legal Report – Continuation at any time within 6 months from Completion. The first Legal Report – Continuation shall be issued by Us free of charge. Thereafter, the Fee for Legal Report – Continuation shall be applied to all subsequent requests for such Reports.
3.13 We shall provide the Service in accordance with;
- these Conditions
- Good Industry Practice
- the Law
3.14 We warrant that the Service shall not infringe any third party rights.
3.15 We shall endeavour to ensure that all Reports are complete and accurate. However, We do not provide any warranty or guarantee that the Keeper will accept an application as suitable for registration, nor any warranty or guarantee that the Keeper will not reject an application at any time following submission of the application for registration. If the Keeper rejects an application for registration and this is due in whole or in part to our Default then the provisions of clause 7 will apply.
3.16 For the avoidance of doubt, We shall have no liability to You under this Contract where any loss or damage incurred by You arises from any inaccuracy, or incorrect or incomplete information, in the Land Register, the Register of Inhibitions or any other public register, but nothing in this Contract shall affect Your entitlement to claim compensation from the Keeper in respect of the foregoing on any of the statutory grounds set out in the Land Registration etc. (Scotland) Act 2012.
4. Remedies in the event of inadequate performance of the services
4.1 In the event that We fail to supply the Services in accordance with the provisions of the Contract and such failure is capable of remedy, You shall inform Us as soon as reasonably practicable and provided (and to the extent that) any such failure is not due in whole or in part to Your Default (including, without limitation, the provision of inadequate or inaccurate Information) then We shall remedy such failure at our own expense within such reasonable time as may be specified by You. If We do not remedy the failure within the specified timescale, or it is not capable of remedy, then at Your option, and without prejudice to Your other rights and remedies, You may cancel the Contract in accordance with the provisions of clause 9.2. For the avoidance of doubt, a Report shall be deemed incapable of remedy if it has already been disclosed to and relied upon by any third party in connection with an application for registration.
4.2 If You are aware, or ought reasonably to have been aware, that a Report contains any inaccuracy or omission then you shall immediately inform Us and the provisions of clause 4.1 shall apply. You shall not rely or act upon any such Report (including disclosing the Report to any third party) from the time that You become, or ought reasonably to have become, aware that it contains any inaccuracy or omission, and if You do so then this shall be at Your own risk and We shall not incur any liability. The foregoing shall not apply if and to the extent that the Report has already been disclosed to and relied upon by any third party in connection with an application for registration prior to any such inaccuracy or omission being identified.
5. Fee and payment
5.1 In return for the provision of the Services by Us, You shall pay Us the Fee. For the avoidance of doubt, the applicable Fee shall be that published on the Registers of Scotland website on the date that the Application is submitted.
5.2 We will invoice You on or after Completion. You shall pay all sums due to us within 30 days of receipt of a valid invoice.
5.3 Interest is payable on the late payment of any undisputed sums of money in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
6. Intellectual property
6.1 Our Intellectual Property Rights in the Reports are Crown Copyright. The Keeper of the Registers of Scotland has received delegated authority from the Queen's Printer for Scotland, to authorise the reproduction of Crown copyright material created by the Registers of Scotland. We hereby grant to You a perpetual, royalty-free, non-exclusive licence to reproduce the Reports.
6.2 We confirm that the use of the reports by You shall not infringe any third party IPR and we undertake to indemnify You against all costs, claims, damages or proceedings arising out of any claim by a third party that use of the Reports infringes its IPR. You shall promptly notify Us of any such claim and We will manage any claim brought at Our own expense. You will provide Us with all reasonable assistance and will not make any admissions which could be prejudicial to the defence or settlement of the claim without Our prior written permission.
7. Liability and indemnity
7.1 The Report provided to You under this Contract was prepared in the expectation that a complete copy of the Report, together with a complete copy of these Conditions, will be disclosed to the Indemnified Parties.
7.2 We shall indemnify You and the Indemnified Parties against all liabilities, costs, expenses (including, for the avoidance of doubt, any Rejection Fee and professional fees), damages and losses suffered or incurred by the Indemnified Parties which may arise directly out of, or in consequence of, Our Default.
7.3 This indemnity shall not apply to the to the extent that the loss, damage or injury is caused or contributed to by the negligence or wilful misconduct of You and/or the Indemnified Parties. Nothing in this clause shall restrict or limit the general obligation at law of the Indemnified Parties to mitigate any loss they may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
7.4 We are only responsible for loss or damage suffered by the Indemnified Parties that is a foreseeable result of Our Default or failure to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable. We will have no liability for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.5 Neither party limits or excludes liability for fraud, or death or personal injury caused by negligence.
8. Term and termination
8.1 This Contract shall commence on receipt by Us of Your Application (if accepted) and shall terminate on the later of Completion or receipt by Us of the Fee.
8.2 Clauses 6, 7 and 11 shall survive the termination of this Contract.
9.1 Except in the circumstances set out in clause 9.2, You may only cancel an Application without incurring any liability before We commencing to deliver the Service. You cannot cancel the Service (other than in accordance with clause 9.2) if the online Application status is "in work".
9.2 You may cancel this Contact with immediate effect in the event that We:
- 9.2.1 fail to remedy any inadequate performance of the Services in accordance with Clause 7;
- 9.2.2 inform You that We will not be able to deliver the Report to You within the Period for Completion, and this is not due to Your Default (including, without limitation, any failure to provide Us with sufficient Information to enable Us to provide the Services).
9.3 If You cancel the Contract in accordance with Clause 9.2 then, without prejudice to Your other rights and remedies, You shall not be liable to pay the Fee. For the avoidance of doubt this shall be Your sole remedy for any cancellation on the ground set out in clause 9.2.2.
9.4 We may cancel the Contract with immediate effect if You fail (in our sole opinion) to provide Us with sufficient Information to enable Us to provide the Services.
10. Events outside our control
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under this Contract that is caused by an Event Outside Our Control.
10.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
10.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under the Contract We will contact you as soon as reasonably possible to notify you and Our obligations under the Contract will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. We will restart the Service as soon as reasonably possible after the Event Outside Our Control is over.
10.4 You may cancel the Contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Services without incurring any liability to Us.
11.1 Except to the extent set out in this Clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:
- 11.1.1 treat the other Party's Confidential Information as confidential and safeguard it accordingly, implementing appropriate technical and organisational measures to protect such Confidential Information against disclosure;
- 11.1.2 use the Confidential Information for the purposes of this Contract and for no other purpose whatsoever; and
- 11.1.3 not disclose the other Party's Confidential Information to any other person without that Party's prior written consent.
11.2 Clause 11.1 shall not apply to the extent that:
- 11.2.1 such disclosure is a requirement of Law placed upon the Party making the disclosure including (without limitation) Our obligations under FOISA and EIRs; or
- 11.2.2 such information is already in the possession of the Party making the disclosure without obligation of confidentiality prior to its disclosure by the other Party; or
- 11.2.3 such information was obtained from a third party without obligation of confidentiality; or
- 11.2.4 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Contract.
12.1 Any notice or other communication which is to be given by a Party to the other under the Contract must be:
- given in writing;
- addressed in accordance with clause 12.3; and
- sent by letter (delivered by hand, first class post or by recorded delivery or special delivery),or e-mail.
12.2 Provided the relevant communication is not returned or rejected as undelivered, the notice or communication is deemed to have been given:
- 2 Working Days after the day on which the letter was posted; or
- 4 Working Hours after the communication was sent, in the case of email.
12.3 For the purposes of this clause, the address of each Party is:
For the Registers of Scotland
For the attention of:
For the Customer: as set out in the Request.
Either Party may change its address details by serving a notice in accordance with this Clause 12.
13.1 If You have any issues, concerns or complaints in connection with Our performance of the Service or any other matter arising from this Contract, You shall notify us in Writing and the Parties shall attempt in good faith to resolve any complaint within 20 days of You notifying Us of the complaint (or such other timescale as shall be agree between the Parties) and such efforts shall involve the progression of Your complaint in accordance with our published complaints handling procedure (to the extent applicable, that is, up to but not including referral to the Scottish Public Services Ombudsman). If the complaint is not resolved within 20 days of notification (or such alternative timescale as has been agreed) then it shall be dealt with in accordance clause 13.2.
13.2 If the Parties fail to resolve any complaint under clause 13.1 then either Party may request by notice in writing to the other Party that any complaint be referred and resolved by arbitration in accordance with the following provisions:
- 13.2.1 the arbitration shall be governed by the Arbitration (Scotland) Act 2010
- 13.2.2 the Scottish Arbitration Rules (Schedule One to the Arbitration (Scotland) Act 2010) in force at the date that the dispute was referred to arbitration shall be applied and are deemed to be incorporated by reference into.
- 13.2.3 the tribunal shall consist of a sole arbitrator. If the Parties fail to agree the appointment of the arbitrator within 10 days of the written notification that the matter is being referred to arbitration, or if the person appointed is unable or unwilling to act, the arbitrator shall be appointed by the President for the time being of the Law Society of Scotland.
13.3 Nothing in this clause 13 shall prevent You from raising court proceedings in any court of competent jurisdiction. If arbitration has been initiated by either Party in accordance with clause 13.2 at the time that You choose to raise court proceedings then it is agreed that such arbitration is to be discontinued, unless the court finds that the You have waived such right by substantially participating in the arbitration without having raised your right under this clause 13.3.
14. Freedom of information
14.1 We are under a duty to comply with FOISA and the EIRs. You will assist and reasonably cooperate with us to enable us to comply with these information disclosure requirements.
14.2 Where We receive a request for information concerning this Contract, We are responsible for determining at our absolute discretion whether information requested is to be disclosed to the requester or whether the information requested is exempt from disclosure in accordance with FOISA or the EIRs. However, We undertake to give due consideration as to whether information is exempt from disclosure on the ground that disclosure may prejudice substantially Your commercial interests.
14.3 You acknowledge that We may disclose information requested concerning this Contract without consulting You, or following consultation and having taken the Your views into account. Where We disclose information without consulting the You, We shall take reasonable step where practicable to give You advance notice of the disclosure.
15.1 Any failure of either Party to insist upon strict performance of any provision of this Agreement, or the failure of either Party to exercise, or any delay in exercising, any right or remedy does not constitute a waiver of that right or remedy and does not cause a diminution of the obligations established by this Agreement
16.1 If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision is severed and the remainder of the provisions of this Contract continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
17.1 Other than as expressly set out in this Contract, this Contract shall not be varied or amended unless such variation or amendment is in Writing and signed by both Parties.
18. Governing law
18.1 This Agreement shall be governed by and construed in accordance with the laws of Scotland and shall be subject to the exclusive jurisdiction of the Scottish courts.