CUSTOMER TERMS AND CONDITIONS (DEVELOPER & OTHER ADVERTISERS)
Applicable to all customers of iProperty.com.my, who are developers or other advertisers (excluding agents and agencies).
Part A: General Terms and Conditions
In these Customer Terms and Conditions (Developer & Other Advertisers):
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 property related ancillary services approved by us, including the advertisement material in Clause 5.1(a), which may take any form such as text, photos, Videos or i360 VT (New Launches).
1.3 “i360 VT (New Launches)” has the meaning defined in Clause 5.1 of Part B: Special Terms and Conditions.
1.4 “Platform” means the iproperty.com.my 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 the display of your Advertisement Material.
1.5 “Product/Service” may include any of the following products or services or a combination thereof which is purchased, subscribed or ordered by you from us in the Sales Order Agreement:
- access to iDeveloper to manage your Advertisement Material on the Platform;
- subscription to display your Advertisement Material on the Platform;
- the products/services set out in Part B: Special Terms and Conditions; and
- any associated or ancillary service we agree in writing to provide to you.
1.6 “Sales Order Agreement” means the quotation or document entered into between you and us for the purchase, subscription or order of our Products/Services, which you sign or otherwise indicate your agreement to.
1.7 “Term” means the duration of this Agreement as set out in the relevant Sales Order Agreement for the subscription or purchase of Product/Service, subject to termination in accordance with this Agreement.
1.8 “Videos” may include any of the following or a combination thereof:
- video or film;
- moving image; or
- virtual tour of a real estate property in a digital, photogrammetry or 3-dimentional format, excluding the i360 VT (New Launches).
1.9 “We/our/us” means iProperty.com Malaysia Sdn Bhd.
1.10 “You/your/the client” means you, our customer.
2. Your Agreement with us
2.1 Your Agreement with us consists of:
- these Customer Terms and Conditions (Developer & Other Advertisers) 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;
- the Sales Order Agreement; and
- any other terms and conditions applicable to your purchase, subscription or order of the Product/Service, as mutually agreed between you and us.
2.2 This Agreement is the entire agreement between us about its subject matter and supersedes all prior agreements and undertakings between us.
3.1 The Sales Order Agreement specifies the Term. Following the expiry of the Term your Products/Services will be removed from the Platform unless you execute a new order under a separate Sales Order Agreement.
4. Your warranties and representations
4.1 You represent and warrant to us that at all times during the Term of this Agreement:
- you hold all required licenses or accreditation to advertise, sell or lease all properties, project launches or property developments that you display on the Platform using the Product/Service;
- you will not make any representations to your clients that are inconsistent with Clause 4.1(a);
- you have full authority, right and power to advertise, sell or lease all properties, project launches or property developments that you display on the Platform using the Product/Service and have the proper authority(ies) in place as may be required by applicable laws and regulations;
- you have full authority, right and power to provide us with, any material, listing or advertisement material which will be displayed on the Platform as Advertisement Material and to grant us the licences under Clause 5.1(b);
- the material, listing or advertisement material supplied by you and which are displayed on the Platform as Advertisement Material, does not infringe any proprietary rights and intellectual property rights of any third party; and
- you will comply with all of your obligations set out in Clause 6.
5. Your acknowledgments
5.1 You acknowledge and agree that at all times during the Term of this Agreement:
- where you authorise or request us (in writing or verbally) to upload any advertisement material on your behalf or create a listing using material from your website or material that you or your company has provided to us or directed us to use, such advertisement material, listing and the material comprising it will be considered an ‘Advertisement Material’ and be subject to the terms of this Agreement;
- 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;
- 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;
- 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;
- 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 Platform 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;
- 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;
- 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;
- 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;
- 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:
- 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
- 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:
- you will not allow anyone else to use your subscription and/or the Product/Service to list on the Platform;
- 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;
- you will ensure that any statement you make to us or any content or material supplied by you (including content uploaded to the Platform):
- is not unlawful;
- is made or supplied under a valid licence between you and the relevant licensor, if such licence is required under applicable laws;
- is not uploaded for an improper purpose;
- 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);
- 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; and
- does not otherwise breach the Acceptable Use Policy;
f. 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;
g. you will comply with any guidelines and codes issued by your local and national body for your type of organisation;
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. 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;
j. 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:
- 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; and
- you have not breached any regulatory or contractual obligations in providing the details.
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 or temporarily remove any of your Advertisement Material if:
- you fail to pay any fees or charges due to us within 30 days after the due date;
- any of your warranties or representations in Clause 4 are incorrect;
- 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);
- 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;
- 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
- 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 or temporarily remove your Advertisement Material pursuant to Clause 7.1 above, you remain liable for all subscription and Product/Service fees until the termination or expiration of this Agreement.
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:
- we are in material breach of any of our obligations under this Agreement;
- 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;
- 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; or
- we are wound up or an application for winding up is filed.
9. Effect of termination or suspension
9.1 Termination of this Agreement or suspension or temporary removal of listings pursuant to Clause 7 does not:
- 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;
- relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or
- 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 fees and payment dates for your Products/Services will be specified in your Sales Order Agreement.
10.2 We reserve the right to change the 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.
10.3 Where applicable, the initial fees may be billed in advance or in arrears to fall within our regular billing cycle and fees for subsequent months are payable in accordance with the invoice we submit to you.
10.4 At our discretion, we may send invoices to you by email or such other electronic method as we notify to you. Upon request you will advise us an email address to which we may send your invoices. It is your responsibility to ensure that email address is accurate, is up-to-date, is functioning properly and is regularly monitored by an authorised person on your behalf. It is also your responsibility to advise us of any changes to the email address to which invoices should be sent. If an email address notified by you ceases to function properly or otherwise should be amended, you will promptly provide an alternate email address for the purpose of receiving invoices. Invoices are deemed to be received by you on the day immediately following the date shown by our email system as the sent date. Any failure to receive an invoice does not relieve you of liability for payment of fees by the due date shown on the invoice.
11. Credit provisions
11.1 You acknowledge and agree that we may at any time:
- obtain from a credit reporting agency, a credit report containing personal credit information about you or your directors and officers, in relation to any commercial credit we provide or consider providing to you;
- receive from a credit reporting agency, a credit report containing personal information about you or your directors and officers in relation to overdue payments; and
- give information to, or seek information from, any credit provider named in a credit report issued by a credit reporting agency and such information may include details of your (or your related parties’) credit arrangements, credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other.
12. Limitation of liability and indemnity
12.1 Subject to Clause 12.3 below, to the extent permitted under applicable laws, each party:
- excludes all conditions, warranties and guarantees implied into this Agreement;
- 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
- 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.
12.2 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.
12.3 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.
12.4 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 Advertisement Material or any content or material uploaded, provided 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. For the avoidance of doubt, such third party claim or proceeding may include without limitation infringement of proprietary or intellectual property rights of a third party.
12.5 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.
13.1 You must not assign this Agreement without our prior written consent, which will not be unreasonably withheld.
13.2 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.
14.1 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.
14.2 All notices from you to us (including termination notices) must be sent to:
General Manager – Malaysia
iProperty.com Malaysia Sdn Bhd
Level 35, The Gardens South Tower,
Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur.
15. General provisions relating to rights and remedies
15.1 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.
15.2 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.
15.3 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.
16. Governing Law
16.1 The laws of Malaysia govern this Agreement.
16.2 Each party submits to the exclusive jurisdiction of the Courts of Malaysia and waives any right it has to object to an action being brought in the Courts of Malaysia (including that the action has been brought in an inconvenient forum, or that those Courts do not have jurisdiction).
17.1 This Agreement is made in Bahasa Malaysia and English. Both versions are equally authentic. If there is a discrepancy or difference in interpretation between the Bahasa Malaysian version and the English version, the English version will prevail and the Bahasa Malaysian version is considered automatically amended effective from the date of effect of the English version, to make the relevant part of the Bahasa Malaysian version consistent with the part of the English version in question.
Part B: Special Terms and Conditions
Display of Advertisement Material on www.myfun.com (“myfun.com”)
1. Eligibility for myfun.com
1.1 You are eligible to display your Advertisement Material on myfun.com, hosted by one of our related companies in the People’s Republic of China, however:
- we may limit the eligible categories of your Advertisement Material for myfun.com, for example by reference to upgrade status on the Platform, the type of property and/or the value of the property; and
- we may also limit eligibility for certain customers, for example if there is a failure to meet any of your obligations under this Agreement, including any timeframes for following up leads obtained via myfun.com.
1.2 The limitations on eligibility above will be communicated to you from time to time.
2. Display of Advertisement Material on myfun.com
2.1 The priority of listings in search results will depend on how users of myfun.com choose to sort their results (e.g. newest to oldest listing, lowest to highest price etc). The default sort priority is at our discretion.
2.2 The duration of your Advertisement Material on display on myfun.com will be for so long as the Advertisement Material is an active listing on the Platform, unless some shorter duration is specified in your Sales Order Agreement for the myfun.com listing. The duration specified on your Sales Order Agreement runs uninterrupted from the start date of the listing, despite any instruction to postpone publication for any period of time.
2.3 By purchasing or agreeing to display Advertisement Material on myfun.com, you give consent for us to amend or remove your content (in whole or in part) as it appears on myfun.com where we consider (in our absolute discretion) it is necessary to comply with laws and regulations in the People’s Republic of China or where we are restricted from displaying such Advertisement Material on myfun.com due to technological barriers. For the avoidance of doubt we are restricted from displaying on myfun.com, any video content originating from YouTube or Vimeo.
2.4 Your Advertisement Material may also be syndicated to other international property websites with whom we have entered into syndication arrangements, for greater audience reach and exposure.
3. Part A General Customer Terms and Conditions also apply to Advertisement Material on com
3.1 The Part A General Customer Terms and Conditions also apply to your Advertisement Material on myfun.com, 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.
4. Fees and billing
4.1 The fees for your purchase or display of Advertisement Material on myfun.com will be specified in your Sales Order Agreement. Fees are payable in accordance with the payment provisions of Clause 10 of the Part A General Customer Terms and Conditions,
4.2 Without limiting Clause 4.1 above, we reserve the right to change the fees at any time. You will be notified in advance of any changes to fees.
4.3 No refunds can be given once your order is made.
i360 Virtual Tour (New Launches)
5. i360 Virtual Tour (New Launches) Services
5.1 “i360 VT (New Launches)” means the i360 Virtual Tour (New Launches) which is a film, interactive or non-interactive, in a digital, photogrammetry or 3-dimensional format, that provides a user with a virtual tour, walk-through or plan of a location, real estate property, project launch or property development (collectively “Location”).
5.2 “i360 VT (New Launches) Services” means the i360 Virtual Tour (New Launches) Services which will be performed to capture visual images of the Location and generate the i360 VT (New Launches) for display on the Platform as Advertisement Material.
5.3 If you purchase i360 VT (New Launches) Services, you agree and acknowledge that:
- you will be granted a non-exclusive, revocable, non-transferable licence to:
i) use and access the i360 VT (New Launches) from the Platform and we will take reasonable steps to facilitate such access for the duration of the Term, subject to Clause 5.3(i);
ii) use and access the i360 VT (New Launches) from a URL link which will be provided to you (“URL Link”) and we will take reasonable steps to facilitate such access for up to thirty-six (36) months from the date we provide you with the URL Link, subject to Clause 5.3(i);
iii) host the i360 VT (New Launches) via the URL Link on your own website, media and/or platform, subject to Clause 5.3(e); and
iv) display the i360 VT (New Launches) via the URL Link at any property-related or real estate-related event you may participate or sponsor, subject to Clause 5.3(e).
b. we or our licensors own all rights, titles and interests (including without limitation copyright or other intellectual property rights such as any logo, trademark or watermark therein) in the i360 VT (New Launches) and any other material developed to create the Advertisement Material;
c. you do not own and shall not claim ownership to any right, title and interest in and to the i360 VT (New Launches), and nothing in these Customer Terms and Conditions (Developer & Other Advertisers) assigns to you any right, title, and interest in and to the i360 VT (New Launches) and any other material developed to create the Advertisement Material (including without limitation any copyright or other intellectual property rights in the i360 VT (New Launches) e.g. any logo, trademark or watermark therein);
d. we are under no obligation to provide you with any copy of the i360 VT (New Launches);
e. when hosting or displaying the i360 VT (New Launches) in accordance with Clause 5.3(a)(iii) or (iv), you are not allowed to modify or adapt the i360 VT (New Launches) (including without limitation any logo, trademark or watermark therein) and must host and/or display the i360 VT (New Launches) via the URL Link on an “as is” basis; if the Term of your subscription of i360 VT (New Launches) Services specified in your Sales Order Agreement lasts for more than twelve (12) months, upon the expiry of the first twelve (12) months of such Term, you are allowed to reposition or remove only our logo, trademark and/or watermark (but not those of our licensor or service provider) and/or insert your own logo, trademark and/or watermark in the i360 VT (New Launches) (for the avoidance of doubt, no other modification or adaptation of the i360 VT (New Launches) shall be allowed during the Term);
f. your hosting or displaying of the i360 VT (New Launches) in accordance with Clause 5.3(a)(iii), (a)(iv) or (e) is solely your responsibility and neither we nor our service provider accept any liability in relation thereto;
g. the i360 VT (New Launches) Services are performed using the visual images captured from the Location on an “as is” basis;
h. we and/or our service provider accept no liability in relation to any defects or damages to or in the Location which might impact on the correctness, accuracy and/or quality of the i360 VT (New Launches) or the i360 VT (New Launches) Services;
i. our provision of the i360 VT (New Launches) Services is conditional upon the validity or continuity of any licence(s) that we may require from our licensor(s) or service provider for the creation of the i360 VT (New Launches), display on the Platform as Advertisement Material and/or provision of the URL Link; and
j. you have full authority and are authorised to provide us, our personnel, representative or third party service provider with access to enter the Location to perform the i360 VT (New Launches) Services.
5.4 You indemnify any and all Indemnified Parties 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 your breach of Clause 5.3(a), (e) and (j) above. Such indemnity is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.
© All rights reserved. REA Group Ltd.
Updated June 2020