Part A: General Terms and Conditions
1. DEFINITIONS IN THE TERMS OF USE (Owners, Agents & Agencies):
1.1 “Agreement” has the meaning set out in Clause 2.1 below.
1.2 “Advertisement Material” or “Listings” means any listing or advertisement material on the Platform that advertises real estate property, project launches, property developments or personal/corporate branding for You.
1.3 “Platform” means the penangpropertysale.com desktop website, mobile website and mobile applications (including mobile phone, tablet and wearable applications) and related systems tablet and apps and any other website that we operate and which we allow you to post or upload your Advertisement Material.
1.4 “Product/Service” may include any of the following products or services or a combination thereof which is purchased, subscribed or signed up by you from us:
a. access to control panel to manage your Advertisement Material on the Platform;
b. subscription to display your Advertisement Material on the Platform; and
c. any associated or ancillary service provided by us.
1.5 “Term” means the duration of this Agreement as set out in the relevant subscription or purchase of Product/Service, subject to termination in accordance with this Agreement.
1.6 “We/our/us” means Property Online Solution
1.7 “You/your/the client” means you, our customer.
2. YOUR AGREEMENT WITH US
2.1 Your Agreement with us consists of:
(a) these Customer Terms and Conditions (Agents & Agencies) as maybe varied from time to time in accordance with Clause 5.1(e) below) comprising: Part A: General Terms and Conditions; and Part B: Special Terms and Conditions;
(b) our Privacy Policy,
(d) any other terms and conditions applicable to your subscription or order of the Product/Service, as mutually agreed between you and us, in writing.
If there is any inconsistency or ambiguity between any terms or conditions of the above, these Customer Terms and Conditions (Agents & Agencies) shall prevail.
2.2 This Agreement is the entire agreement between us about its subject matter and supersedes all prior agreements and undertakings between us.
3. TERM
3.1 Your subscription does not have an expiry date as you continue to be actively using our platform. Dormant account may be removed from the platform after 1 year of inactivity.
4. YOUR WARRANTIES AND REPRESENTATIONS
4.1 You represent and warrant to us that at all times during the Term of this Agreement:
(a) you hold all necessary authorization, licenses or accreditation to sell or lease all listings for real estate, properties, and project launches that you display on the Platform using the Product/Service;
(b) you will not make any representations to your clients that are inconsistent with Clause 4.1(a)(c) you have authority to sell or lease all listings for real estate, properties and project launches that you display on the Platform using the Product/Service and have the proper authority in place as may be required by applicable laws and regulations; and
(d) you will comply with all of your obligations set out in Clause 6.
5. YOUR ACKNOWLEDGEMENTS
5.1 You acknowledge and agree that at all times during the Term of the Agreement:
(a) in consideration of us granting you a right for your Advertisement Material to be displayed on the Platform and the other services we provide, you grant us an irrevocable, perpetual, world-wide, royalty free licence to commercialise, copy, licence to third parties, use and adapt for any purpose related to our business any Advertisement Material, content or material you provide to us during the Term, and this licence survives termination of this Agreement by you or us;
(b) we may, at our discretion, remove or amend some or all of your Advertisement Material if you are, in our reasonable opinion, in breach of your obligations under Clause 6.1(e) below;
(c) you are solely responsible for the content of your Advertisement Material and any errors or omissions in your Advertisement Material and further, you acknowledge that our role is one of publisher only;
(d) we reserve the right to change the terms and conditions in the Agreement at any time without notice to you by publishing the new terms or conditions on the Platform. Your use of the Product/Service constitutes your acceptance of those new terms or conditions. Should you object to any new terms or conditions or other notices on our Platform, your sole option is to terminate this Agreement by giving us 30 days’ written notice;
(e) this Agreement consists of the documents referred to in Clause 2 above, as varied from time to time in accordance with Clause 5.1(e) above;
(f) all features of our Product/Service are subject to change, development and discontinuation and, as such, we may vary or discontinue any feature of a Products/Service at any time without notice to you. Your use of the Platform constitutes your acceptance of such change, development and/or discontinuation in the Product/Service feature. Should you object to any such change, development and/or discontinuation, your sole option is to terminate this Agreement by giving us 30 days’ written notice;
(g) we will use reasonable endeavours to provide you with continuous operation of the Platform and the Product/Service we provide to, however we cannot guarantee this and technological failures or delays may prevent us from doing so;
(h) where you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees), we may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorise us:
I. to contact you or your employees via phone, email, text message, push notifications and other electronic media, unless you explicitly request us not to contact you via these media; and
II. to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.
6. YOUR OBLIGATIONS
6.1 Your obligations to us are as follows:
(a) you will only upload Listings to the Platform yourself or via an authorised third party who has been provided with and agreed to the terms and conditions under this Agreement. You will not allow anyone else to use your subscription and/or the Product/Service to upload Listings on the Platform;
(b) if you are, in our reasonable opinion, in breach of Clause 6.1(e) below, you will promptly comply with any direction we give to you in relation to your relevant listing(s) including any direction to delete, amend or update any relevant Advertisement Material;
(c) you will comply with our Privacy Policy and the Terms of Use (as varied from time to time);
(d) you will ensure that any statement you make to us or any content or material supplied by you (including content uploaded to the Platform):
I. is not unlawful;
II. is not uploaded for an improper purpose;
III. does not include any other property portal’s watermark;
IV. is not misleading or deceptive or likely to mislead or deceive (including for the reason that the branding on a listing would, or would be likely to, mislead or deceive consumers about your company or individual agent that was responsible for selling the relevant property); and
VI. does not include information that is defamatory, fraudulent, in breach of copyright, or would otherwise expose us to any liability, legal proceedings or other sanction;
(e) you will comply with all applicable laws, including without limitation, laws relating to consumer protection, competition, local fair-trading legislation, real estate agent, privacy, and any other applicable advertising standards and regulations;
(f) you will comply with any guidelines and codes issued by your local and national body for your type of organisation;
(g) User Account policies. You are eligible to hold and operate only one (1) account to access and use the Products/Services. You will ensure that
I. your username and password for accessing any service supplied by us are kept secure at all times.
II. you are responsible for any use of any service supplied by us using your username and password by any person (whether authorised or otherwise) and, without limitation, you must pay any charges incurred as a result of that use;
III. you do not make reference to multiple persons in an account. For example, references to You or user name, personal photograph, personal profile, phone number(s), email address (es) and any other information registered with us must relate to a single user.
IV. You keep your personal information, account and contact details constantly updated with us and such information should be accurate at all times; and
V. your agent photo is meant only for the individual account holder only. Using photos of any other items and/or beings is strictly prohibited.
(h) you will ensure that you and all employees of your company will treat our employees with courtesy at all times and not threaten, harass, abuse, assault, use offensive language towards, defame or repeatedly and unnecessarily contact our employees, contractors or agents or otherwise cause them distress or discomfort;
(i) Use of Personal information you undertake that you will only collect, use, disclose and store personal information obtained through the Platform including through leads generated by users submitting enquiries on the Platform, for the sole purpose of contacting the person enquiring in relation to the specific property they have enquired about, unless advised otherwise by us; where you provide us with personal information of an individual you must inform that individual that their personal information will be used and disclosed by us in accordance with our Privacy Policy
(j) Disclosure of Personal information if you do choose to provide us with an individual’s personal information (as defined in applicable privacy laws), you warrant and represent to us that:
I. before providing the details, you have received consent from the individual to disclose their details to third party advertisers and that those third party advertisers may contact them regarding the marketing of their property;
II. before providing the details, you have received consent from the individual to disclose their details to us in accordance with our Privacy Policy; and
III. you have not breached any regulatory or contractual obligations in providing the details; and
(k) you will ensure that you do not use our registered or unregistered trademarks for any purpose that we have not previously approved in writing or in a manner that is likely to mislead individuals into believing there is an association between your brand and our brand, other than that of customer and service provider, without our prior written consent.
7. TERMINATION OR SUSPENSION BY US
7.1 Without limiting our other rights, we may immediately terminate this Agreement or suspend your use and access to the Platforms if:
(a) you fail to pay any fees or charges due to us, if any, within 30 days after the due date;
(b) any of your warranties or representations in Clause 4 are incorrect;
(c) you are in material breach of your obligations under this Agreement (and, for these purposes, any breach of any obligation under Clause 6 above will be regarded as material);
(d) you are in breach of this Agreement (whether or not the breach is material) and fail to rectify the breach within seven (7) days of us giving you notice of the breach and requiring that it be remedied;
(e) you enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with your creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent; or
(f) you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.
7.2 In the event that we exercise our right to suspend your use and access to the Platforms pursuant to Clause 7.1 above, you remain liable for all subscription and Product/Service fees, if any, until the termination or expiration of this Agreement. We will not refund and/or compensate you, in the event that your use and access to the Platforms is suspended or terminated under Clause 7.1.
7.3 The Company reserves all its rights and remedies (including without limitation, Company’s right to remove the Advertisement Material and Listings under Clauses 5.1(b)).
8. TERMINATION BY YOU
8.1 In addition to any rights of termination you may have under another clause of this Agreement, you may immediately terminate this Agreement if:
(a) we are in material breach of any of our obligations under this Agreement;
(b) we are in breach of any of our obligations under this Agreement (whether or not the breach is material) and fail to rectify the breach within thirty (30) days of you giving us notice of the breach and requiring that it be remedied;
(c) we enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with our creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent;
I. we are wound up or an application for winding up is filed; or
II. we exercise our right to suspend your use and access to the Platforms for a period of 30 days or more.
9. EFFECT OF TERMINATION OR SUSPENSION
9.1 Termination of this Agreement or suspension of your use and access to the Platforms pursuant to Clause 7 do not:
(a) relieve you of your liability to pay fees up to the effective time of termination and, for the avoidance of doubt, invoices will still be issued and payable for periods of suspension and during notice periods leading to termination;
(b) relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or
(c) waive any accrued rights in respect of any breach of this Agreement by either party.
9.2 We may, at our option decide, our sole discretion, not to enter into a new agreement with you if you have previously terminated an Agreement or contract of any type with us.
9.3 The sums payable by you on termination shall be a debt due to us payable within thirty (30) days of notice of termination.
10. FEES AND BILLING
10.1 The listing service provided on this platform is currently free. However, we reserve the right to start charging fees for any Product/Service at any time. You will be notified thirty (30) days in advance of any changes to fees and may terminate prior to these changes taking effect if you consider these will cause you a material detriment.
11. LIMITATION OF LIABILITY AND INDEMNITY
11.1 Subject to Clause 11.3 below, to the extent permitted under applicable laws, each party:
(a) excludes all conditions, warranties and guarantees implied into this Agreement;
(b) excludes liability for consequential, special or indirect loss or damage (including but not limited to loss of opportunity, loss of revenue, loss of data and loss of profits); and
(c) limits its liability for breach of any consumer guarantee, condition or warranty that cannot be excluded to (at the party’s option) resupplying the relevant service or paying the cost of having the relevant service resupplied.
11.2 Each party must take all reasonable steps to minimise any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimise that loss, then liability for the relevant claim will be reduced accordingly.
11.3 We shall not be liable to you for any damages, losses or liabilities arising under this Agreement to the extent that liability is caused by any delay in performance or breach of this Agreement resulting from any matter beyond its reasonable control (including blackouts, viruses, other defects, delays or failure of the server hosting the Platform or the internet service provider.
11.4 You indemnify us and our officers, employees and agents (“Indemnified Party”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any Indemnified Party as a result of any claim or proceedings brought by a third party against an Indemnified Party in connection with any content or material uploaded or submitted by you in connection with this Agreement or any other act or omission by you in connection with your use of the Platform or our other services.
11.5 Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.
12. ASSIGNMENT
12.1 You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.
12.2 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.
13. NOTICES
13.1 We will send all notices and other communications to you at the email address and/or facsimile number you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address and/or facsimile number.
13.2 All notices from you to us (including termination notices) must be sent to: support@penangpropertysale.com
14. GENERAL PROVISIONS RELATING TO RIGHTS AND REMEDIES
14.1 No delay or failure by either party to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice its rights. No waiver by either party will be effective unless it is in writing and signed.
14.2 If any term of this Agreement is void, unenforceable or illegal, that term is severed. The remainder of this Agreement has full force and effect.
14.3 Each party’s rights and remedies provided in this Agreement are in addition to other rights and remedies given by law and equity independently of this Agreement.
15. GOVERNING LAW
15.1 The laws of Malaysia govern this Agreement.
15.2 Each party submits to the exclusive jurisdiction of the Courts of Malaysia.
Part B: Special Terms and Conditions
Display of Advertisement Material on our Property Network
1. ELIGIBILITY FOR OUR PROPERTY NETWORK
1.1 You are eligible to display your Advertisement Material on our Property Network, which consists of the following websites hosted by us:
(a) www.penangpropertytalk.com;
(b) www.penangpropertysale.com;
(c) www.penangpropertytv.com;
1.2 Limitations on Eligibility
We may limit your eligibility to display your Advertisement Material on our Property Network
(a) by property location, such as by reference to the location of the property listed property on the Platform.
(b) by related official project name, such as by reference to the official project name of the property listed on the Platform.
(b) by your activities, based on how frequent you are using the Platform
The limitations on eligibility above will be communicated to you from time to time.
2. DISPLAY OF ADVERTISEMENT MATERIAL ON OUR PROPERTY NETWORK
2.1 The priority of displaying your advertisement material on our property network will depend on the following order
(a) The related official project name.
(b) The location of the property.
(c) The age of the listing (eg. newest to oldest)
2.2 By agreeing to display Advertisement Material on our Property Network, you consent to us amending your content as it appears on our Property Network where we consider (in our absolute discretion) it is necessary to comply with laws and regulations in the host country for the applicable website.
2.3 Your Advertisement Material may also be used on our Property Network for greater audience reach and exposure.
2.4 In the event you do not wish to have your Listings or Advertisement Material used on any of the websites under Property Network then notify us in writing and we will remove your Listings or Advertisement Material within a reasonable timeframe.
3. PART A GENERAL CUSTOMER TERMS AND CONDITIONS ALSO APPLY TO ADVERTISEMENT MATERIAL ON OUR PROPERTY NETWORK
3.1 The Part A General Customer Terms and Conditions also apply to your Advertisement Material on our Property Network, unless the context requires otherwise.
3.2 Note that as well as the limitations on liability set out in the above terms and conditions, to the extent permitted by law we specifically disclaim any liability in relation to inaccuracies in translation, miscommunications in the liaison services or outages in the site, for any reason.
