Access to, and use of the features in, the Sellers’ area of the Website is subject to the following Terms and Conditions.
1. Definitions and interpretation
Unless specified otherwise, words and phrases beginning with a capital letter in this document have the following meaning:
Account means the Seller’s account on the Website which allows the Seller to utilise the Seller Features.
Advertisement means a listing by a Seller on the Website to sell Property and Advertises has a corresponding meaning.
Applicable Laws means any applicable laws (including orders, by-laws and regulations) in the jurisdiction in which you, the Property and any User you are interacting with are located or which in any way govern or affect the listing and/or sale of a Property or your use of the Website.
Default Event means any breach by the Seller of these Seller Terms.
Insolvency Event means:
- a person is or states that the person is unable to pay from the person’s own money all the person’s debts as and when they fall due;
- a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation;
- an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a corporation;
- an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within seven days;
- a controller is appointed in respect of any property of a corporation;
- a corporation is deregistered under the Corporations Act 2001 (Cth) or notice of its proposed deregistration is given to the corporation;
- a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of the person’s creditors or Sellers or a moratorium involving any of them;
- a petition for the making of a sequestration order against the estate of a person is presented and the petition is not stayed, withdrawn or dismissed within seven days or a person presents a petition against himself or herself; or
- a person presents a declaration of intention under section 54A of the Bankruptcy Act 1966 (Cth).
Loss means any loss, liability, cost (including legal costs on a solicitor and own client basis), charge, expense, tax or damage of any nature whatsoever, including lost profits, loss of goodwill, loss of business, loss of production and any other special, incidental, exemplary, compensatory or consequential damages, losses or expenses (howsoever arising or caused, including, without limitation, negligence).
Property means any off the plan real estate which a Seller lists on the Website under an Advertisement.
Proptech means Australian Proptech Pty Ltd (ACN 642 599 782).
Published Intellectual Property means any intellectual property incorporated or comprised in any materials created by or on behalf of the Seller in the course of utilising the Seller Features, but excluding any Intellectual Property (as that term is defined under the User Terms and Conditions) owned by Proptech under the User Terms and Conditions.
Seller means a licensed real estate agent, Seller or other user with an Account to access the Seller Features on the Website.
Seller Features means the features that Proptech makes available to Sellers only, to the exclusion of general Users of the Website. Such features may include the ability to publish Advertisements, and may contain articles and tutorial videos.
Seller Services means the professional services and advice provided by the Seller to Users, including but not limited to listing real estate for sale on the Website.
Seller Terms means these Seller Terms and Conditions.
System Downtime means any scheduled maintenance, service requirements or system error which results in the Website or Website Material being unavailable for use by the Seller, whether or not such downtime is in the control of Proptech.
Users means the individuals or entities who access the Website.
User Terms and Conditions means the terms and conditions which are featured on the Website and are generally accessible by all Users and govern the use of the Website by all Users.
Website means http://www.Release.Me including all pages such as the Seller Features, the Website Material and its related services, products, websites, tools and applications.
Website Material means all content and data which make up the Website.
you and your means the Seller.
In these Seller Terms, unless inconsistent with the context or subject matter:
- a reference to a person includes any other legal entity and vice versa;
- words importing the singular number include the plural number and vice versa;
- a reference to a party includes the party’s heirs, executors, successors and permitted assigns;
- headings are for reference purposes only;
- where any word or phrase is given a defined meaning any other part of speech or other grammatical form concerning the word or phrase has a corresponding meaning;
- references to writing include any mode of representing or reproducing words in tangible and permanently visible form, and includes e-mail;
- unless otherwise stated, a reference to a monetary amount is a reference to an Australian dollar currency amount; and
- an obligation of two or more parties binds them jointly and each of them severally.
2.1 These Seller Terms govern and form the basis on which you may access and use the Seller Features. You acknowledge and agree that our general User Terms and Conditions govern your use of the Website more generally, which includes your access to Seller Features.
2.2 You are deemed to have agreed to be bound by these Seller Terms if you access the Seller Features.
2.3 Should you object to these Seller Terms, you should immediately cease all use of, and access to, the Seller Features.
2.4 Proptech reserves the right to amend, vary, alter the Seller Terms at any time, by publishing or updating the Seller Terms on the Website without notice to you. Each time that you use the Website you should revisit the Seller Terms as your continued access of the Website constitutes your agreement to the then latest Seller Terms published.
2.5 Previous dealings, understandings, agreements or representations between Proptech and the Seller shall not have any effect on these Seller Terms.
3. Your Account
3.1 To publish Advertisements on the Website and use the other Seller Features you must have an Account and pay all listing fees set out in the Website. The Seller Features will provide you with access to a portal to be able to Advertise Property for sale on the Website.
3.2 We may in our sole discretion accept or reject an application for an Account, without any obligation to provide reasons. If your application for an Account is accepted you will be granted a non-exclusive revocable licence to access and use the Seller Features.
3.3 To access and use your Account, you will need to set up an Account with your email address and a password. You are solely responsible for maintaining the confidentiality of your password and you are liable for all activities that happen under your Account, even if you do not authorise such activities. You must keep secret and secure all usernames and passwords in relation to the Website and not allow any other person to have access to your Account.
3.4 Please contact Proptech immediately if you believe your Account with Proptech has been compromised or misused in any way.
4. Use of the Seller Features
4.1 The Seller acknowledges and agrees that:
- the Seller will only use the Website and the Seller Features for its intended purpose (being the listing of real estate for sale to bona fide third party purchasers) and in compliance with the requirements set out herein;
- Propetch reserves the right to maintain the quality of Advertisements posted by you on the Website by either giving you directions in relation to the modification of the content contained therein, or by directly modifying or removing content/Advertisements ourselves without notice, where necessary or appropriate in the circumstances as determined by us in our discretion;
- the Seller’s ability to utilise the Seller Features will be subject to the Seller retaining an Account with Proptech;
- the Seller will only use the Seller Features in accordance with these Seller Terms;
- the Seller’s Account is non-transferrable;
- the Website and Website Material provide a platform for Users to enter into transactions with Sellers and that the Seller is directly transacting with Users and that Propetch has no involvement in such transactions;
- all communications entered into with a User is at the Seller’s risk;
- Proptech does not guarantee the completeness, accuracy or reliability of the information provided by a User;
- the Seller is not permitted to share contact information of Users with any other Seller, except where authorised in writing by Proptech or the relevant User;
- Proptech makes no guarantees as to the number of sales or purchases (if any) that the Seller will get through the Website;
- Proptech makes no guarantees or gives no warranty that the Website or the Seller Features will be available at all times or for the purpose the Seller may intend. Proptech will use its best endeavours to notify the Seller of any planned or foreshadowed System Downtime however is under no obligation to do so. In the event of System Downtime, the Seller holds harmless and releases Proptech from any Loss associated with the same.
4.2 The Seller warrants that the Seller:
- has the right to list and sell any Property that it Advertises on the Website. If the Seller is not the owner of the Property, then the Seller has the written authority from the owner of the Property to list it, and such authority is compliant with any Applicable Law;
- has provided correct information in the application form for their Account and on their profile on the Website (if any), and that their professional registration details and qualifications provided are valid and correct in all respects, and that they have not engaged in misleading or fraudulent conduct;
- will not be in breach of any conditions of their registrations or qualifications as a result of using the Seller Features;
- will provide true and correct information, and full disclosure (whether requested by the relevant User or not) in respect of the security interests (as that term is defined in the Personal Property Securities Act 2009 (Cth)) and other encumbrances registered against or affecting any Property for sale by the Seller;
- will provide/carry out all Seller Services to a high standard and in accordance with professional and industry standards and requirements and any Applicable Laws;
- will only publish and contribute content to the Website itself;
- will comply with all reasonable directions of Proptech with regards to the use of the Seller Features;
- will supply all information required by the Website/Propetch when publishing an Advertisement, and will only supply true and correct information on the Website, including in Advertisements, and all such information will not contain any misleading information or material errors;
- will comply with its insurance requirements described in clause 6 of these Seller Terms;
- has and will retain the accreditation, required industry licenses (for example, a real estate licence) or membership of professional or other bodies in relation to the provision of the Seller Services and that it will use its best endeavours to maintain such accreditation or membership at all times whilst using the Seller Features; and
- will not engage in any unacceptable use of the Seller Features as set out herein.
4.3 Unacceptable use of the Seller Features includes, but is not limited to:
- listing products on the Website other than real estate or any other products not in accordance with the intended purpose of the Website;
- using the Seller Features to advertise your business, rather than advertising real estate for sale or purchase;
- displaying incorrect or misleading photos or pictures on a listing;
- posting duplicate listings of one item;
- “refreshing listings” by removing and re-listing the same property in order for the listing to appear as new;
- listing Property which you do not have the authority to sell;
- re-selling the services to third party vendors by posting a listing on a vendor’s behalf and facilitating communication between Users and the vendor; and
- using the Seller Features in a way that is likely to mislead or deceive Users of the Website.
4.4 In the event that it is found that you are using the Seller Features in breach of these Seller Terms, Proptech at its sole discretion and without notice may suspend and revoke your access to the Website and remove any Advertisements published by you.
5.1 The Seller agrees and acknowledges that use of the Seller Features will be on an ongoing basis, subject to the Seller complying with these Seller Terms and retaining a current Account.
5.2 The Seller’s use and entitlement to access and use the Seller Features will expire upon the suspension of the Seller’s Account in accordance with these Seller Terms, the occurrence of a Default Event by the Seller or upon the termination of these Seller Terms.
6.1 While utilising the Seller Features, the Seller must effect and maintain the policies of insurance with a reputable insurer (as determined by Proptech in its discretion), covering the following insurances:
- public and products liability insurance in the sum of $10,000,000 for any one occurrence, or such other amount as required by Proptech from time to time; and
- professional indemnity insurance in the sum of $2,000,000 for any single claim, or such other amount as required by Proptech from time to time.
6.2 The Seller must, on request from Proptech at any time whilst utilising the Seller Features, promptly produce a certificate of currency on all the policies required by this clause 6.
6.3 The Seller will maintain the professional indemnity insurance policy required above for a minimum of seven (7) years (either by maintaining an active policy with the insurer or arranging for the policy to be placed into run off cover) following the expiration or earlier termination of these Seller Terms.
6.4 The provisions of this clause 6 will survive the expiration or earlier termination of these Seller Terms.
Both parties warrant that as at the date of these Seller Terms and throughout the term of the Seller’s Account:
- they have the right, power and authority to enter into and perform their respective obligations under these Seller Terms;
- at the time of entering into these Seller Terms, they are not the subject of an Insolvency Event;
- all corporate and other necessary action has been taken by each of them to authorise the entering into of these Seller Terms; and
- these Seller Terms are valid and legally binding on them in accordance with the terms and conditions of these Seller Terms.
8.1 Proptech may suspend, cancel or terminate the Seller’s Account:
- if a Default Event occurs on the part of the Seller;
- if the Seller Suffers an Insolvency Event; or
- upon providing seven (7) days’ written notice to the Seller.
8.2 The Seller may cancel its account at any time upon making a written request to Proptech. Proptech will use its best endeavours to comply with such request within 14 days.
8.3 Any cancellation, suspension or termination of the Seller’s Account shall not affect any accrued rights of Proptech, nor shall it affect any provision of these Seller Terms which is expressly or by implication intended to continue in force after such cancellation, suspension or termination of the Seller’s Account, including its obligation to pay any fees and charges.
8.4 In the event that the Seller’s Account is terminated, access to the Seller Features will be revoked. The Seller will have no claim in respect of any Loss it suffers due to the termination of its Account.
9. Intellectual Property
9.1 The ownership of any Published Intellectual Property shall vest in the Seller upon the time of its creation. The Seller hereby irrevocably and unconditionally grants to Proptech a royalty free, non‑exclusive, worldwide, perpetual, transferable licence (including the right to sublicense) to use, reproduce, adapt, modify, publish, distribute and communicate any Published Intellectual Property for any purpose. The Seller warrants that such use will not breach the rights of any third party.
9.2 The Seller agrees and acknowledges that any information it adds to the Website of any nature whatsoever (including Published Intellectual Property) is personally attributable to the Seller and the Seller warrants that it has the right to distribute that information and it does not infringe the rights of any third party.
9.3 The parties agree that this clause 9 shall survive the expiration of these Seller Terms.
10.1 The Seller uses the Seller Features at its own risk.
10. 2 To the maximum extent permitted by law, Proptech expressly and irrevocably disclaims any liability whatsoever for any Loss or damage in connection with the use of the Website and Seller Features, including but not limited to any representations made by Proptech in respect of the Seller Features or Website Material supplied to the Seller by virtue of the Website.
10.3 Proptech makes no representation and gives no warranty or guarantee as to the suitability, accuracy, quality, performance or fitness for purpose of the Seller Features or the Website Material and the parties agree and acknowledge that all such warranties or undertakings are excluded.
10.4 Proptech does not take any steps to confirm the identity of Users and whilst we do use our best endeavours to confirm the identity of Users, because User authentication on the internet is difficult, particularly in cases of fraudulent or misleading conduct, Proptech cannot and does not confirm nor warrant or guarantee as to each User’s purported identity, information or location. We encourage you to use the Website as a platform to conduct your own enquiries to vet Users to your satisfaction. Proptech does not endorse any User, even if we provide the contact details of such User to you.
10.5 Any information published by us is general in nature and does not constitute financial, property, investment, legal or any other type of advice. You warrant that you have not relied on any information provided by us in making any decision. This includes but is not limited to any information published in respect of the financial viability of a transaction, the credit worthiness of a User, registration of security interests and the use of the Personal Property Security Register (as those terms are defined under the Personal Property Securities Act 2009 (Cth)) or similar, and protection of the ownership/title to any Property.
10.6 You acknowledge and agree that Proptech is not engaged in any transaction arising or entered into between you and Users. As a result, we have no control over, and do not ensure, guarantee or provide any warranty or indemnity in respect of the legality, accuracy, completeness or otherwise of:
- any information provided by Users to you; and
- the ability of Users to undertake their respective obligations.
10.7 The limitation and exclusion of liability in this clause applies whether the liability claim is based on breach of contract, under a warranty or an indemnity, tort (including negligence), under statute, in equity or otherwise.
10.8 This limitation of liability applies to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of the Seller Features.
11.1 The Seller releases and indemnifies Proptech and its related entities, related bodies corporate, officers, directors, agents, and employees, from and against all Losses which Proptech may incur or sustain and all actions, proceedings, claims and demands whatsoever which may be brought or made against it or them by any person in respect of or by reason of or arising out of:
- the sale of any Property;
- the performance by or on behalf of the Seller of the Seller Services;
- any negligence or other act or omission of the Seller and any other persons for whose acts or omissions the Seller is vicariously liable; and
- any breach of these Seller Terms by the Seller.
11.2 The provisions of this clause will survive the expiration or earlier termination of these Seller Terms.
11.3 The parties agree that Proptech’s rights under this clause are not waived or in any way diminished by any application of insurance proceeds by the relevant insurer for any insurance policy taken out under these Seller Terms.
12. No Merger
The rights and obligations of the parties in respect of agreements, indemnities, covenants and warranties contained in these Seller Terms shall remain in full force and effect, be continuing agreements, indemnities, covenants and warranties and not be merged or extinguished by or upon termination of or completion of any obligations under these Seller Terms.
The failure, delay, relaxation or indulgence on the part of a party in exercising any power, right or remedy conferred upon that party by these Seller Terms shall not operate as a waiver of that power, right or remedy, nor shall the exercise or any single or partial exercise of any power, right or remedy preclude any other or further exercise of such power, right or remedy or the exercise of any power, right or remedy under these Seller Terms.
14.1 The Seller shall not, at law or in equity, assign, transfer or otherwise deal with any of its rights or obligations under these Seller Terms without the prior written consent of Proptech, which consent shall not be unreasonably withheld.
14.2 Proptech may in its absolute discretion, assign, transfer or otherwise deal with any of its rights or obligations under these Seller Terms without the prior written consent of the Seller.
15. Time of the essence
Time is of the essence of these Seller Terms in all respects.
16. Relationship of parties
16.1 The parties agree that:
- nothing in these Seller Terms, or your use of the Seller Features establishes or creates a joint venture, partnership, consortium, franchise, employment or agency relationship between Proptech and Sellers;
- in rendering the Seller Services and doing other things, the Seller is at all times an independent person and not doing so as the servant or agent or otherwise acting on behalf of Proptech;
- in the event that the Seller has any employees or engages any other third party in rendering the Seller Services, the Seller agrees that it is responsible for all taxes, deductions and payments (if any), superannuation and related expenses;
- the Seller must not purport to act or hold out that the Seller is acting as the servant or agent or otherwise on behalf of Proptech in respect of any matter, whether in rendering the Seller Services or otherwise; and
- the Seller must at all times indemnify Proptech in relation to each and all of the matters in this clause 16.1.
17. Governing Law
This Agreement shall be constructed in accordance with the laws of the State of Victoria and the parties hereby submit to the non-exclusive jurisdiction of the Courts in Victoria and Courts competent to hear appeals from them.
18. Breach of these Seller Terms
18.1 A breach of the Seller Terms may result in us taking action to remedy the breach. Such action may include, but is not limited to, amending or removing a specific listing or advertisement or terminating or suspending your Account.
18.2 If you are in breach of the Seller Terms, we may give you notice of such breach and require you to remedy the breach and become fully compliant with the Seller Terms or our User Terms and Conditions within a period of time specified in the notice.
18.3 We reserve the right to terminate or suspend your Account if you are in breach of any term of our Seller Terms at any time.
19. No Adverse Construction
The Seller agrees that these Seller Terms may not be construed adversely against us solely because we prepared them.
20. About these Seller Terms
These Seller Terms are effective as of the date of its publication on the Website.
21. Third Parties
We are committed to regularly reviewing these Seller Terms and Conditions to ensure they contain accurate information and we may amend these Seller Terms and Conditions from time to time without notice to you. You should regularly check our Website for our updated Seller Terms and Conditions.