Last Updated: April 2022

  1. TERMS APPLICABLE TO ALL PURCHASES

1.1 General

1.1.1 By purchasing, accessing or using any Product (defined below) from APM (defined below), You (defined below) conclude a legally binding agreement with Us (defined below), which consists of: 

(a) the Sales Order (defined below);

(b) these Terms of Purchase (defined below), including this Section 1 (Terms Applicable to All Purchases), together with the specific terms that apply to the type of Product You have purchased, as set out in the relevant section/s below referring specifically to that Product;

(c) the terms and conditions of Our Terms of Service, Privacy Policy and Acceptable Use Policy and Advertisement and Content Guidelines (defined below) applicable to the Product You have Purchased (as amended from time to time); and

(d) any other terms and conditions that APM may specify in writing as applicable to the Purchases of certain Products (including, without limitation, any terms and conditions published on the Platform and/or AgentNet (each as defined below)), 

(together, the “Terms”).

 

1.1.2 You accept without limitation or qualification, and agree to comply with, the Terms at all times.

1.1.3 In the event of any inconsistency among the Terms, unless stated otherwise in writing, the Terms shall apply in the order of precedence set forth in Section 1.1.1 above.

1.1.4 APM may amend the Terms at any time without notice to You. The amended Terms will be made available on the Platform or AgentNet (as applicable). Such amended Terms shall be effective from the date so indicated by Us. You are advised to check for amendments to the Terms regularly, prior to using any Products, or entering into any transaction on the Platform or AgentNet or with APM. You expressly waive any right to receive specific notification of such amendments or updates by email or any other form of communication. Your continued use of the Platform and/or any Product following the posting of any amendments on the Platform shall constitute Your agreement to the amended Terms.

1.1.5 The Terms constitute the entire agreement between APM and You in relation to their subject matter and supersede any prior agreements, discussions, representations and undertakings between the parties (whether written or oral).

1.1.6 Except as expressly set out in the Terms, any person not a party to the Terms shall acquire no rights whatsoever under the Terms.

 

1.2 Definitions

1.2.1 In these Terms of Purchase, unless the context otherwise requires: 

Advertisement“ or “Listing” means any listing or advertisement material placed by You or on Your behalf through APM on the Platform or any other online or offline medium (including a Newsletter) that advertises real estate property (residential or commercial), property developments, corporate branding, Your services as a real estate sales person and/or any other services or products that APM may allow You to advertise or promote from time to time. For the avoidance of doubt, “Advertisement” and “Listing” shall include any advertisement, listing or content You authorise or request APM (in writing or verbally) to publish or upload on Your behalf using material from Your website or material that You have provided to APM or directed APM to use;

Advertisement and Content Guidelines” means the advertisement and content guidelines made available on AgentNet (https://agentnet.ddproperty.com/en/ex_guidelines);

Advertising Services” shall have the meaning ascribed to it in Section 3;

AgentNet” means the platform through which agents create and manage their rumah.com accounts, messages and Listings, which is accessible through http://agentnet.ddproperty.com;

APM” means PT AllProperty Media and, where the context so requires, shall include its affiliates, successors, licensees and assigns, officers, directors, shareholders, members, managers, employees and agents;

Confidential Information” means all information which is expressly marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing to be confidential within seven (7) days of its disclosure, including without limitation confidential information contained or embodied in the Products, all confidential information conveyed to You by training, the business structure, financial model, pricing policy, marketing  strategies, customer and employee details and the Intellectual Property Rights of APM, as applicable;

Content” means the content and material of an Advertisement and any other content and instructions provided by You to APM that are reasonably required by APM in order to publish Your Advertisement or enable You to use or access the Products. For the avoidance of doubt, Content shall include (without limitation) Content uploaded to the Platform and disseminated via the EDM and SMS Campaign Services;

Customer Content” shall have the meaning ascribed to it in Section 4.3;

EDM” means any electronic direct mailer service provided by APM;

EDM and SMS Campaign Services” shall have the meaning ascribed to it in Section 5.1;

FastKey Products” shall have the meaning ascribed to it in Section 7.1;

Intellectual Property Rights” means all intellectual property rights (throughout the universe, all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, whether or not perfected or registered, including without limitation:

(a) all copyright applications, copyright registrations and synchronisation rights;

(b) rights associated with trademarks, service marks, trade names, logos and the application for registration and registrations of trademarks and service marks;

(c) rights relating to the protection of trade secrets and confidential information;

(d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and 

(e) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued or acquired.

Marketing Content” shall have the meaning ascribed to it in Section 5.2;

Newsletter” means any newsletter or announcement that APM may make available through any online or offline medium from time to time, including without limitation, APM's daily market news, agent handbook and property blog;

Platform” means the rumah.com, rumahdijual.com and fastkey.propertyguru.com desktop websites, mobile websites and mobile applications and any other website or platform owned and/or operated by APM;

Price” means monetary consideration in exchange for Product;

Product” means any product, service, package or subscription (or a combination thereof) offered by APM via its authorised sales agents or the Platform, including (without limitation) access to AgentNet to manage Listings on the Platform, access to fastkey.propertyguru.com and any ancillary or associated service that We agree in writing to provide to You;

Purchase” means the purchase of a Product from APM and “Purchased” shall be construed accordingly;

Research Data” shall have the meaning ascribed to it in Section 6.1;

Sales Order” means the sales order, invoice, quotation, email, document or electronic interface which You sign or otherwise indicate Your agreement to, for the purchase, subscription or order of our Products;

Terms” shall have the meaning ascribed to it in Section 1.1.1;

Terms of Purchase” means all of the terms and conditions as set out herein;

Validity Period” shall have the meaning ascribed to it in Section 1.3.2;

We”, “Our” or “Us” means PT AllProperty Media;

Webpage” shall have the meaning ascribed to it in Section 4.1;

Website Creation Services” shall have the meaning ascribed to it in Section 4.1;

You” or “Your” means the customer (i.e., the person or entity purchasing the Product and entering into the Terms with APM).

1.2.2 In these Terms of Purchase, unless the context otherwise requires, any reference to:

(a) “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(b) Sections are to sections of these Terms of Purchase;

(c) persons include individuals, unincorporated bodies, companies and corporations;

(d) a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(e) words importing the plural shall include the singular and vice versa.

 

1.3 Purchase of Product

1.3.1 All Products must be Purchased either through the Platform, or via an authorised sales agent of APM. For the avoidance of doubt, the Terms shall apply to Purchases made both via the Platform and authorised sales agents of APM. You further acknowledge that the Products may include various forms of communication from Us, including emails, messages, newsletters and other service announcements.

1.3.2 You acknowledge and agree that, unless otherwise specified by PropertyGuru, as applicable, in writing,(a) any Product You purchase from PropertyGuru is valid for (i) in the case of agent subscription packages, entitlements and ad credits accessible through AgentNet, 12 months from the date of Purchase, or (ii) in the case of Matterport related products purchase from PropertyGuru, up to 24 months from the date of Purchase or (iii) in the case of all other Products Purchased from PropertyGuru (including Prime Credits), 12 months from the order date set out in the Sales Order; and (the “Validity Period”). There shall be no extensions to the Validity Period for any Products purchased unless you opt for and Purchase a renewal.

1.3.3 In the event that at the expiry of the Validity Period You have not fully utilised the Product(s) that You have purchased, You shall immediately and without notice forfeit the unutilised portion of such Product unless otherwise specified by APM in writing. Notwithstanding the forfeiture of any Product or part thereof, You shall remain liable for all Product fees and You shall not be entitled to any refund or compensation for any unutilised Product or part thereof from APM as a result of such forfeiture. If You purchase another Product following expiry of the Validity Period for a previous Product, You understand that any unutilised or forfeited Product will not be carried over to any subsequent Product purchased by You from APM.

1.3.4 You shall be liable for all transactions conducted using the Product and You shall not use the Product in any way that adversely prejudices and/or harms APM or its affiliates and their respective officers, employees, agents, partners or customers.

1.3.5 The Product purchased by You is for Your use only and cannot be sold, assigned, or transferred to any other person. You shall not transfer, delegate, sublicense or assign any of Your rights or obligations under the Terms to any person or entity without APM’s prior written consent. Without limiting the generality of the foregoing, the agreement formed hereunder shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

1.3.6 Products may not be exchanged for other Products in full or in part, unless otherwise specified by APM in writing.

 

1.4 Price and Product Revisions

1.4.1 APM reserves the right to:

(a) revise the Price of any of its Products at any time and without prior notice to You;

(b) vary the types and quantities of add-ons, features, services and/or other Products that may be offered to You by APM in addition and/or ancillary to Your Purchase of a particular Product at any time; and

(c) vary or discontinue any Product at any time without notice to You.

1.4.2 Changes to Our Prices for agent subscription packages, entitlements and ad credits accessible through AgentNet will be published on the Platform or AgentNet.

 

1.5 Payment and Subscription Renewals

1.5.1 You shall pay to APM all fees and charges due and payable in connection with Your Purchase through a payment method made available by APM from time to time. You acknowledge that APM is only obligated to activate or allow You to use Products upon Your acceptance and approval of the Terms and receipt by APM of all fees payable in connection with the Purchase being made.

1.5.2 You shall adhere to the payment method and payment due date set out in Your Sales Order or as advised by an authorised sales agent of APM. APM shall not be held responsible or liable for any damage or loss suffered by You in connection with the payment method.

1.5.3 If You are paying via cheque, You understand that proof of postage of the cheque is not proof of payment of fees. Fees are only deemed to be paid upon the cheque being cleared by any bank of APM’s choice.

1.5.4 APM is not responsible for any loss of or damage to any cheque and You shall be liable to pay to APM any administrative fees incurred by APM in the event that the cheque does not clear for any reason whatsoever.

1.5.5 All Purchases must be supported by an invoice. APM may send invoices to You by email or any other electronic method. Invoices are deemed to be received by You at the time of transmission in readable form. Any failure to receive an invoice does not relieve You of liability for payment of fees by the due date shown on the invoice. In the event that You have made the Purchase through an authorised sales agent of APM, please ensure that the authorised sales agent has issued You with an invoice upon making the necessary payment. APM shall not entertain any claims that are not supported by an invoice.

1.5.6 In the event that any payment due to APM is received subsequent to its due date, late payment interest shall accrue and be payable thereon before as well as after judgment at the rate of 8% per annum, or the highest rate allowed by law , calculated on a daily basis from the date that payment is due until the date of actual receipt of such payment, including the interest thereto, by APM.

1.5.7 All fees are exclusive of tax. You shall be responsible for the payment of all applicable taxes, duties or levies in respect of Your Purchase at the rates and in the manner prescribed by law.

1.5.8 In the event that You fail to make payment of any fees due under the Terms, You acknowledge and agree that APM shall be entitled to take such steps against You to recover any fees owed to APM, including commencing legal proceedings against You for the recovery of the same. You agree to indemnify and hold harmless APM against all costs and expenses, including legal fees, which APM may reasonably incur in the taking of such steps.

1.5.9 APM may, from time to time, issue You credits (such as ad credits, re-listing credits, etc) that may, where applicable, be used to offset the fees payable for a certain Purchase. You will be notified, by way of a notification on AgentNet or by way of email to You, of the types of Products for which the credits may be used. APM reserves the right to vary the pricing, quantity and type of credits that may be used to offset the fees payable for a certain Purchase in its sole discretion at any time during the Validity Period and such variation shall come into effect immediately and without prior notice and/or reference to You. Any variation to the credits that may be used to offset the fees payable for a certain Purchase will be visible on AgentNet.

 

1.6 Refund policy

1.6.1 Unless otherwise specified herein, any payment obligations herein are non-cancellable and there shall be no refund for any fees paid to APM.

1.6.2 You may cancel an agent subscription package within the first 30 days following the commencement of the subscription period, provided that You are a first time subscriber to a APM subscription package and Your subscription is for a “Basic” or “Standard” level subscription package, by notifying APM in writing, specifying details of (i) the method of refund and (ii) details required for APM to process the refund (including bank account number (if the refund will be processed by way of telegraphic transfer) or payee and method of postage (if the refund will be processed by way of cheque)).

1.6.3 Refunds will be paid by bank transfer to the bank account You have provided, or paid to You by way of cheque, which shall be sent to or collected by You. If You do not specify a method of postage, the cheque will be mailed to You via normal post. No refunds will be made for cancellations after the first 30 days of Your subscription or for optional add-ons or discretionary features, including credits.

1.6.4 You acknowledge and agree that:

(a) APM shall not be responsible for any loss or damage incurred by You as a result of APM’s inability to process a refund because of incorrect information provided by You; and

(b) APM's obligation to make a refund is fulfilled at the point of transfer of the refunded sum to the bank account that You have provided. In the event that the refund is made by way of cheque, APM's obligation to You is fulfilled when the cheque is mailed or collected by You (as the case may be). In the event that You request for the cheque to be mailed to You via registered post or courier, You agree to APM deducting from the refund such amount necessary for the cost of mailing the cheque to You using Your desired method of postage.

 

1.7 Your Representations and Warranties

1.7.1 You represent and warrant to us that at all times that:

(a) You have read and agree to be bound by the Terms; and

(b) You are at least 18 years old or have the necessary legal capacity, right, power and authority to form a binding contract or agree to the Terms in order to access the Products.

 

1.8 Your obligations

1.8.1 You will comply with all Your obligations set out in the Terms.

1.8.2 You will comply with all applicable international and local laws, rules, regulations, standards, codes, orders, directives and guidelines.

1.8.3 You are solely responsible for the set-up and configuration of your computer system (hardware, equipment and software) to ensure that you have optimal access to the Products at all times.

1.8.4 You acknowledge that the transmission of information over the Internet and other network services is inherently insecure and We cannot guarantee the privacy or security of any information transmitted over the Internet and other network services. You should take the necessary security measures (such as changing Your password regularly) to protect such information and You shall use your best efforts to prevent unauthorised access to your account. You shall immediately notify Us if you discover any unauthorised use of your account, user ID and/or password or any other breach of security. You shall not use any third-party software, hacks, mods or any method whatsoever to access, crawl or collect any information or data from the Products. Neither shall You use any software that intercepts, “mines” or otherwise collect information from or through the Products.

1.8.5 We reserve the right to require You to reset your user password from time to time. We further reserve the right to audit and electronically monitor the number of accesses and the frequency and duration of Your activity with the Products and/or request information for You to submit.

1.8.6 We may also terminate Your subscription to the Products at such time as You acquire, are acquired by or merge with another entity which, in Our reasonable opinion, is Our competitor. You further agree to promptly notify Us in the event of such a merger or acquisition. In the event You acquire, are acquired by or merge with another entity, including an existing customer, separate terms must be negotiated to add or combine any user/user groups.

1.8.7 In the case where You are an individual, only You may access the Products using your username and password. In the case where You are a legal entity, only Your authorised representative may access the Products using Your username and password. You shall not share your account with a third party or transfer your account to a third party.

 

1.9 Intellectual Property

1.9.1 You expressly agree that these Terms shall not be deemed an agreement of sale and APM retains all right, title and interest it holds in the Products, the Platform and the Newsletter, including all Intellectual Property Rights therein. You may not use any of APM’s or its affiliate/s’ trademarks without APM’s prior written consent. All other names, products and marks mentioned are the Intellectual Property Rights of their respective owners. All rights not expressly granted herein are reserved to APM or its affiliate/s, as applicable.

1.9.2 Nothing in these Terms of Purchase shall be construed or deemed as granting or providing to You any right, license, interest or permission to use or deal with any intellectual property of APM in any way including the right to copy, transfer, publish, store or create derivative works or use the same, and the right to use any of APM’s intellectual property (including registered and unregistered trademarks and trade names) in an unauthorised manner.

1.9.3 In consideration of us providing Products to You, You grant APM an irrevocable, perpetual, transferable, world-wide, royalty free licence to use, copy, commercialise, licence to third parties and adapt for any purpose related to APM’s business any Content or material You upload onto the Platform or otherwise provide to APM, and this licence survives termination of the Terms.

1.9.4 You hereby grant to APM a non-exclusive and royalty-free license to use and adopt Your logo, trade name, brand name and trademarks for marketing, distribution and publicity purposes and this license survives the termination of the Terms.

 

1.10 Indemnities and Limitation of Liability

1.10.1 You shall indemnify and hold harmless APM and its affiliates and its and their respective directors, officers, employees, agents, contractors, third party service providers and partners from and against:

(a) any and all liabilities, actions, proceedings, claims, demands, costs and expenses (including legal expenses) arising out of or in connection with:

(i) your use of any Product provided by APM to You;

(ii) the Content and/or publication of Your Advertisement (if applicable);

(iii) any content, material, product or service provided by You to APM, to which members of the public (including users of the Platform) can access (including without limitation, any infringement of any Intellectual Property Rights or industrial property rights, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices);

(iv) your violation of the Terms;

(v) claims from third parties arising out of Your cancellation and/or termination of the Terms; and

(vi) any negligent act, omission or wilful conduct, misconduct or fraud by You, Your officers, employees, agents, servants or independent contractors; and

(b) any claim of ownership of the Content, Products, elements thereof, or rights in respect of the same which is adverse to the rights and claims of APM hereunder.

1.10.2 For the avoidance of doubt, You shall also indemnify APM against any and all liability, loss, damage, costs and expenses which APM or a third party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against APM by a third party alleging infringement of its Intellectual Property Rights by reason of Your use or exploitation of the Products and/or publication of the Content.

1.10.3 Each indemnity in these Terms of Purchase is a continuing obligation and survives termination of the Terms or expiry of any Validity Period.

1.10.4 APM limits its liability for breach of any condition, warranty or guarantee that cannot be excluded to (at APM’s option) resupplying the relevant Product or paying the cost of having the Product resupplied. In no event shall APM’s aggregate liability for any claims under or pursuant to the Terms exceed the aggregate fees actually paid by You for the preceding 12 month period at the point in time when the claim(s) is/are made against APM.

1.10.5 Notwithstanding any other provision in the Terms to the contrary and to the extent permitted by applicable law, under no circumstances shall APM be liable for any direct, indirect, consequential or special loss or damage relating to (a) the content or the quality, or any error or omissions in the publication of any Advertisement; (b) disruptions or interruptions to the Internet that may affect Your Advertisement; (c) errors, delays or technological failures that may prevent APM from providing Products or related services or continuous operation of the Platform; (d) loss of Your data or Content; (e) damage, disruption or injury to Your Advertisement, webpage or website, or (f) any delay or failure in performance due to or caused by events beyond the reasonable control of APM, even if APM was advised of the possibility of such damages or if such possibility was reasonably foreseeable.

1.10.6 Any claim or action of any nature whatsoever by You against APM must be commenced within two (2) years after the date on which the cause of action arises, following which You shall have no further claim whatsoever against APM.

1.10.7 You acknowledge and agree that the disclaimers and exclusions of liability set out in the Terms represent a fair and reasonable allocation of the risks and benefits of the contract between You and Us, taking into account all relevant factors including without limitation the value of the fees and payments provided by You. You further agree that these disclaimers and limitations shall be enforceable to the fullest extent permitted by applicable law in all jurisdictions worldwide.

 

1.11 Disclaimers

1.11.1 You expressly understand and agree that:

(a) Your use of any Product is at Your own risk. Products are provided by APM on an “as is” basis. APM expressly disclaims, to the extent permitted by law, all warranties and conditions, whether express or implied by statute, common law or otherwise, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement;

(b) APM makes no warranty that:

(i) its Products will meet Your requirements;

(ii) its services will be uninterrupted, timely, secure and error-free;

(iii) its Products and services will be accessible at any time or at all times via the channel selected or used by You;

(iv) the quality of any Products, information or other material purchased or obtained by You from APM will meet Your expectations;

(v) any errors in the Products or APM services will be corrected; and

(vi) the information and content provided on the Platform is complete, accurate or current.

1.11.2 For the avoidance of doubt, no advice or information, whether oral or written, obtained by You from APM or its employees or agents shall create any condition, warranty or guarantee not expressly stated in the Terms.

 

1.12 Personal Information

1.12.1 It is Your responsibility to ensure that Your AgentNet account (if applicable), personal information and contact details that You provide to us are true, accurate, current and complete at all times and that the email address and mobile number You provide to us are functioning and regularly monitored. You shall promptly advise us of any changes to Your personal information or contact details. APM shall not be responsible for Your failure to receive invoices, Products or other information from APM if such failure is due to an error in the personal information or contact details that You have provided. We are not obliged to reissue, amend or cancel any Sales Order to correct errors or omissions in Your personal or billing information.

1.12.2 If You provide Us any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, We reserve the right to suspend or terminate your account and refuse any and all current or future use of the Products (or any part thereof).

1.12.3 You acknowledge that APM may access, collect, use, process and disclose Your personal data or account information for the purposes for which it was collected, as set out in our Privacy Policy or if required to do so by law or if in our reasonable opinion such access preservation or disclosure is reasonably necessary to: (a) comply with legal process, court orders or requests from law enforcement or other government agencies; (b) enforce the Terms; (c) respond to Your requests for customer services or under Our Privacy Policy and (d) protect the rights, property and safety of Our users and the public. All personal data provided by You is subject to our Privacy Policy.

1.12.4 APM shall comply with applicable data protection laws relating to the collection, use, process disclosure and retention of personal information.

1.12.5 You undertake that You will comply with all applicable data protection laws and will only collect, use, process, disclose and store personal information obtained through the Platform (including 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.

1.12.6 You acknowledge and agree that APM may use Your name and photograph (if any) for the purposes of APM’s marketing, distribution and publicity activities. Following completion of any transaction between You and APM, APM may use Your personal information for the purposes of publicising APM's products and services to You or contacting You to obtain feedback unless You expressly notify APM in writing via email to dpo@propertyguru.com.sg that You no longer wish to receive such information on APM’s products and services or be contacted by APM.

 

1.13 Termination

1.13.1 APM may immediately terminate Your Sales Order or the Terms, terminate or suspend Your access to all or part of the Products, or remove any of Your Advertisements (if applicable) at Our own absolute discretion without prior notice, in any of the following circumstances:

(a) if You fail to pay any amount due to APM under the Terms within 30 days after the due date;

(b) if You commit a breach of any of the Terms;

(c) if any of the representations or warranties You make pursuant to the Terms are incorrect (including the representations in Section 1.7 and Section 3.4 (if applicable));

(d) if required by any law or regulation, or by any enforcement or other government agency or regulatory authority;

(e) if You, or Your Advertisement (if applicable), infringe any Intellectual Property Rights of APM or any third party;

(f) if you have engaged in any fraudulent, unlawful or illegal activities;

(g) if (i) You cease to carry on business, (ii) You are declared insolvent or bankrupt, (iii) You enter into or become the subject of any resolution, order or proceeding related to Your liquidation, insolvency or receivership, (iv) an administrator, receiver or administrative receiver is or is likely to be appointed in relation to You or any of Your assets, or (v) You enter into any arrangement or composition with or for the benefit of Your creditors;

(h) in the event of discontinuance or material modification to the Platform or Our services or part thereof; or

(i) in the event of any unexpected technical or security issues.

1.13.2 In the event We Terminate Your Sales Order or the Terms:

(a) Your access to the Product You have Purchased shall be terminated;

(b) You shall forfeit all unutilised portions of the Product that You have Purchased; and

(c) We shall be entitled in our sole discretion to delete Your account (including, if applicable, Your AgentNet account) and all related information, passwords files, and content associated with or inside such account.

1.13.3 In the event APM exercises its right to terminate Your Sales Order or the Terms, terminate or suspend Your access to all or part of the Products, or remove any of Your Advertisements (if applicable), You shall remain liable for all charges and fees due to APM.

1.13.4 APM shall be under no obligation to refund the whole or any part of any fees paid by You in advance in the event We exercise Our right to terminate Your Sales Order or the Terms or terminate, suspend or remove Your Advertisements (if applicable) pursuant to Section 1.13.1 and You shall not be entitled to any compensation or indemnity, whether for loss of distribution rights, goodwill or otherwise, as a result of such termination, suspension or removal.

1.13.5 Termination of Your Sales Order or the Terms shall be without prejudice to any other rights or remedies APM may be entitled to under Your Sales Order, the Terms, at law or in equity and shall not affect any accrued rights or liabilities nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

 

1.14 Confidentiality of Information

1.14.1 You undertake to treat as confidential and keep secret all Confidential Information, provided that this clause shall not extend to information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause).

1.14.2 You shall not, without the prior written consent of APM, divulge any part of the Confidential Information to any person except to any regulatory authorities to the extent as may be required under any applicable laws or regulations.

1.14.3 You shall indemnify APM against any loss or damage which APM may sustain or incur as a result of You failing to comply with such undertakings in this Section 1.14.

1.14.4 You shall promptly notify APM if You become aware of any breach of confidence by any person to whom You divulge any of the Confidential Information and shall give APM all reasonable assistance in connection with any proceedings which APM may institute against such person for breach of confidence.

1.14.5 The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any expiry of the Validity Period or termination of the Terms.

 

1.15 Enforcement

1.15.1 The Terms shall be governed by and construed in accordance with the laws of the Republic of Indonesia, and any claims or disputes of whatever nature shall be subject to the non-exclusive jurisdiction of the courts of the Republic of Indonesia.

1.15.2 Any failure by APM to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. No waiver by APM of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of the Terms.

1.15.3 Should any term, clause or provision hereof be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms and the Terms will be amended to give effect to the eliminated provision to the maximum extent possible.

 

1.16 Force Majeure

1.16.1 No failure or omission by APM to carry out its obligations or observe any of the stipulations or conditions of the Terms, shall give rise to any claims against APM or be deemed a breach of the Terms, in the event that such failure or omission arises from a cause of force majeure, which includes acts of God, new statutory enactments or modifications, war or warlike hostilities, pandemics, epidemics, acts of terrorism, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, delay in deliveries from sub-contractors, machine failure caused by force majeure, or any other event that is unforeseeable and outside the reasonable control of APM. Upon the occurrence of any event mentioned in this Section 1.16.1, APM shall for the duration of such event(s) be relieved of any obligation under the Terms as is affected by the event(s) save that the provisions of the Terms shall remain in force with regard to all other obligations under the Terms which are not affected by the event(s).

 

1.17 Notices

1.17.1 Unless otherwise specified herein, all notices from You to APM regarding the Terms shall be sent via e-mail to support@ddproperty.com (copying legal@propertyguru.com). Communications delivered by email shall be effective when actually received by APM in readable form.

1.17.2 APM will send notices and other communications to You at the email address you have provided to Us. It is your sole responsibility to ensure that you provide APM with your current contact email address.

 

1.18 Miscellaneous

1.18.1 By terminating the Terms, You and APM waive Articles 1266 and 1267 of the Indonesian Civil Code to the extent that prior judicial approval is required for cancellation or early termination of the Terms.

 

  1. AGENTNET ACCESS  

2.1. APM may grant You access to an AgentNet account for the purposes of accessing or managing the Product You have purchased. This Section 2 (AgentNet Access) shall govern Your access to and use of Your AgentNet account.

2.2. Your AgentNet account will only be activated when the Product that You have purchased has been fully paid for, and such payment has been verified by APM.

2.3. You are fully responsible for all transactions conducted using Your AgentNet account.

2.4. You shall hold and operate only one AgentNet account to access and use the Products accessible through AgentNet.

2.5. The use of third-party services or third-party software to post Listings is strictly prohibited and is a violation of the Terms and may result in APM suspending or terminating Your AgentNet account and/or Listings.

2.6. You shall ensure Your username and password for accessing Your AgentNet account are kept secure at all times. You shall be responsible for any use of any Product accessed using Your username and password by any person (whether authorised or otherwise) and You will be liable for any fees or changes incurred as a result of such use.

2.7. APM reserves the right to access Your AgentNet account for moderation and/or investigation purposes at its sole discretion, without giving prior notice to You.

2.8. All activities carried out through Your AgentNet account must be in compliance with APM’s Acceptable Use Policy, the Advertisement and Content Guidelines and all applicable laws, rules and regulations.

 

  1. ADVERTISING SERVICES

This Section 3 (Advertising Services) shall apply to all Advertisements and marketing services that may be provided by APM from time to time (the “Advertising Services”).

3.1. Submission of Content

3.1.1. All Content should be submitted to APM through the methods and using the file format specified by APM before the date of placement of the Advertisement. If Your marketing services package allows for an Advertisement to be placed immediately after submission on the Platform, You may submit Your Content to the Platform at any time.

3.1.2. In the event that You are unable to submit the Content through the Platform, or if APM has so instructed, please send the Content to APM via e-mail to support@ddproperty.com or as otherwise advised by APM, together with Your name, company, date of placement of Advertisement, Your Sales Order reference number (if any) and any other information specified by APM.

3.1.3. APM may in its sole discretion reject Your Advertisement, postpone the placement of Your Advertisement and charge You administrative fees, in the event You do not (a) provide the information set out in Section 3.1.2, (b) submit the Content in the prescribed format, or (c) submit the Content by the deadline prescribed by APM.

3.1.4. In the event You fail to pay or submit Content as and when required, APM may terminate Your Sales Order and You shall remain liable for the full sum of the fees indicated in the Sales Order.

3.1.5. APM will use all reasonable endeavours to publish Advertisements on the required placement date and in the format and position requested by You, however We do not guarantee this and APM shall not be liable for any failure to do so.

 

3.2. Placement of Advertisement

3.2.1. You acknowledge and agree that You are solely responsible for the content of Your Advertisements and any errors or omissions in the Content.

3.2.2. You acknowledge and agree that APM’s role is as publisher only and not to review or check the accuracy of Your Content, and the publication of any Advertisement or the continuous availability of the Advertisement to the members of the public shall not constitute acceptance by APM that such Advertisement complies with the Terms. APM is not obliged to accept any requests to correct errors or omissions after Your Advertisement is published or repeated.

3.2.3. APM reserves the right to approve or reject any Advertisement in its sole discretion without providing reasons to You.

3.2.4. In the event that You are, in APM’s reasonable opinion, in breach of Section 3.3 or 3.4 or the terms of APM’s Acceptable Use Policy or the Advertisement and Content Guidelines, You shall promptly comply with any direction given to You by APM in relation to Your Advertisement, including any direction to delete, amend or update any Advertisement or part thereof. APM may edit, amend or remove Your Advertisement or part thereof without notice to You if, in APM’s reasonable opinion, You are in breach of Your obligations under the Terms or if required by any law or regulation, or by any enforcement or other government agency or regulatory authority.

3.2.5. APM may from time to time make changes to the format or layout of its Platform or Newsletter without prior notice to You. This may result in changes to the format or layout of Your Advertisement. You acknowledge and agree that APM, in its absolute discretion, may from time to time change how Your Advertisement is placed, positioned and presented.

3.2.6. You may request APM to remove Your Advertisement after it has been published, however APM shall not refund any fees or Products that You have paid for the withdrawn Advertisement and shall not be liable for any loss or damage suffered by You as a consequence of such withdrawal. You acknowledge that in certain circumstances, withdrawal of a published Advertisement is not feasible (e.g. an Advertisement published in an offline Newsletter). Where APM is agreeable to withdraw the published Advertisement, APM may charge You administrative fees (in its sole discretion) for such withdrawal.

 

3.3. Advertisement Requirements

3.3.1. You shall ensure that:

(a) no Content submitted by You to APM or uploaded on the Platform contains any references to APM’s competitors or their branding, logos or websites;

(b) the Content You submit to APM or on the Platform does not include any content, material or photographs posted or provided by another user of the Platform without their permission;

(c) any third-party websites that may be linked or referenced in the Content You submit to APM or on the Platform is relevant to the Content, and that any such third-party website is not a website providing auctioneering or advertising services;

(d) all Content submitted by You or uploaded on the Platform complies with all applicable laws, rules and regulations relating to the placement of Your Advertisement, whether in the jurisdiction in which the Advertisement is placed, or the jurisdiction in which the targeted audience of the Advertisement resides;

(e) all Listings are placed in categories that best describes the services that You are providing. APM reserves the right to re-locate the Listing to the correct category in its sole discretion. For example, a Listing concerning the sale of a property should be placed under the “for sale” or “buy” category, and a Listing concerning the rental or the letting of a property for rental should be placed under the “for rent” or “rent” category; and

(f) each Advertisement posted through AgentNet or on the Platform shall relate to one real property only.

3.3.2. You shall not use any HTML tags, bots or any means other than those provided on the Platform to manipulate Your Advertisement.

3.3.3. You shall ensure that all Content supplied by You to APM:

(a) is not confidential, unlawful or fraudulent;

(b) has not been uploaded or provided for an improper purpose;

(c) does not contain any material that is, or could reasonably be expected to be, offensive, discriminatory, defamatory, obscene, threatening, abusive, indecent or otherwise unlawful, including content that is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;

(d) is true, current and accurate, and does not provide any false information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information;

(e) shall not be disparaging or prejudicial to or shall negatively affect APM or its reputation, and/or exploit APM’s business; and

(f) complies with APM's Acceptable Use Policy and the Advertisement and Content Guidelines.

 

3.4. Your Representations and Warranties

3.4.1. You represent and warrant to us that at all times:

(a) You hold all necessary authorisations, licenses, consents, approvals, registrations and/or accreditations to publish or disseminate the Content and to advertise, sell or lease real estate, properties and property developments (including those that You advertise on the Platform and/or using the Product/s), and You will not make any representations to Your clients that are inconsistent with this Section 3.4.1(a);

(b) You have the right to publish the Content without infringing the rights of any third-party and without violating any law and all Content submitted by You to APM does not violate or infringe upon any common law or statutory rights of any party including, without limitation, contractual rights, copyright and rights of privacy, and there shall not be contained in or incorporated into the Content and each and every part thereof provided by You to APM, anything which would infringe or misappropriate any patent, mask work, design, copyright, trademark, trade name, service mark, database right, any application for any of the foregoing, moral right, trade secret right, any other personal or proprietary right, or any publicity or privacy right of any third party and no third party shall have any right to assert any claim of ownership or for infringement or misappropriation of any Intellectual Property Right as to any portion of the Content; and

(c) You have obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to any promotional activity contained in the Advertisement.

 

  1. WEBSITE CREATION SERVICES

4.1. This Section 4 (Website Creation Services) shall apply to all Products allowing for the building and/or customisation of a webpage (“Webpage”) based on a template provided by APM (the “Website Creation Services”). You understand that the Webpage is built or customised for You, and You shall be solely responsible for the content and maintenance of the Webpage.

4.2. APM owns all Intellectual Property Rights in the webpage templates and any other content/material that it provides to You for the purposes of building and/or customising the Webpage. APM grants to You a non-exclusive, non-transferable, royalty-free and revocable license to use such templates and content/material for the purposes of creating and maintaining Your Webpage.

4.3. You shall own all Intellectual Property Rights in the content that You have supplied for the purposes of the Webpage (“Customer Content”). You acknowledge that You have sole responsibility for the use of any third-party Intellectual Property Rights included in the Customer Content.

4.4. APM shall not be responsible for the accuracy and/or functionality of the Customer Content in the form in which it is provided to APM or as modified upon and in accordance with Your instructions for inclusion on the Webpage.

4.5. The Customer Content is Your sole responsibility and APM shall not be responsible for Your failure to provide any services promoted on the Webpage.

4.6. You understand that APM is under no obligation to review the Customer Content and inclusion of the Customer Content by APM on the Webpage or the continuous availability of the Webpage to members of the public shall not constitute acceptance by APM that such Customer Content complies with the Terms.

4.7. APM reserves the right to remove access to any Webpage that does not comply with the Terms, without notice or liability to You.

 

  1. EDM and SMS CAMPAIGN

5.1. This Section 5 (EDM and SMS Campaigns) shall apply to all Products relating to the conduct of marketing services delivered via EDM or SMS, as may be provided by APM from time to time (the “EDM and SMS Campaign Services”).

5.2. For the purposes of this Section 5, “Marketing Content” means the content of an EDM or SMS and any other content and instructions supplied by You to APM that are reasonably required by APM in order to send the EDM or SMS.

5.3. You shall be responsible for reviewing and endorsing all Marketing Content before it is sent. APM is unable to retract any Marketing Content once it has been sent or delivered.

5.4. You understand that APM is under no obligation to review the Marketing Content and the dissemination of the Marketing Content shall not constitute acceptance by APM that such Marketing Content complies with the Terms. Notwithstanding the foregoing, You agree that APM may edit, amend or otherwise correct the Marketing Content prior to dissemination.

 

  1. DATA AND RESEARCH PRODUCTS

6.1. This Section 6 (Data and Research Products) applies to Products that enable You to access data, statistical information and analyses of data relating to real estate in Indonesia (“Research Data”). Research Data may include data or information that has been derived, combined or aggregated from one or more data sources. Research Data may be made available via the Platform, AgentNet, Newsletter or any other medium as may be determined by APM from time to time.

6.2. Subject to the Terms, APM hereby grants You a limited, non-exclusive, revocable, personal, non-transferable, non-sub-licensable licence to use the Research Data purchased by or made available to You for Your internal business purposes.

6.3. APM may suspend or terminate Your access to Research Data immediately if You breach any of the provisions in Section 6.4, and reserves the right to modify, alter or withdraw Research Data at any time in its sole discretion and without notice to You.

6.4. You acknowledge and agree that:

6.4.1. Research Data provided or made available to You by APM is granted for internal business purposes only;

6.4.2. You shall not reproduce, republish, redistribute, transmit or otherwise make available to any other person the Research Data (wholly or in part), except that You may redistribute limited excerpts of Research Data with APM’s prior written consent;

6.4.3. You shall not use the Research Data for any purpose contrary to any law or regulation or any regulatory code, guidance or request;

6.4.4. You shall not use or present the Research Data in any way or for any purpose deemed to be inappropriate or misleading;

6.4.5. You shall not copy, reproduce or store in a retrieval system, distribute, modify or otherwise transmit any Research Data, except for the downloading of such information for Your own use (as permitted by this Section 6); and

6.4.6. Your use of the Research Data shall comply at all times with APM's Acceptable Use Policy and Terms of Service.

6.5. In the event that You wish to distribute Research Data or use Research Data in any way not permitted under this Section 6, You must submit a request to APM in writing, including details of the Research Data that You intend to use, intent of use, manner of use, time frame of use and identity of the user. APM may approve or reject any such request in its sole discretion without providing reasons to You.

6.6. Where reproduction of the Research Data is permitted, You shall ensure that any analysis, manipulation or transformation of the Research Data is not presented in a manner that attributes or associates such data to or with APM or represents such data as having been authorised by APM.

6.7. Research Data shall not be used or relied upon for any official or commercial purpose or as a substitute for professional advice. Research Data is provided on an “as is” basis and APM is under no obligation to update or revise any Research Data. APM does not independently verify, and gives no assurance or warranty as to the completeness or accuracy of, any Research Data. APM shall not, in any event, be liable for:

6.7.1. any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorised access to, or alteration of the Research Data; or

6.7.2. any loss, damage, claim, expense, costs or liabilities whatsoever (including, without limitation, any direct or indirect damages for loss of profits, business interruption or loss of information) resulting or arising directly or indirectly from Your use (or the use of any third party) of the Research Data.

 

  1. FASTKEY PRODUCTS

7.1 This Section 7 (FastKey Products) applies to all APM FastKey software (including updates and upgrades), tools, content, support and any ancillary or associated service provided or made available to You by APM from time to time (“FastKey Products”).

 

7.2. Subscription Period

7.2.1. Notwithstanding anything to the contrary herein, unless otherwise agreed by APM in writing, Your subscription period shall commence no later than two weeks’ from the order date set out in the Sales Order.

7.2.2. Unless otherwise agreed by APM in writing or stated in the Sales Order, Your subscription will automatically renew at the expiration of Your current subscription term. If You do not wish to renew Your subscription, You must provide at least 45 days’ prior written notice to APM prior to the end of Your existing subscription term by emailing support@ddproperty.com.

 

7.3. Your Acknowledgements and Obligations

7.3.1. You acknowledge and agree that:

(a) You shall not sub-license, resell, reproduce, redistribute or provide access to any other person any FastKey Product, or any part thereof, unless otherwise agreed in writing by APM;

(b) You shall not modify, create derivative works from, reverse engineer, decompile, disassemble or otherwise attempt to discover any trade secret contained in any FastKey Product or in any technology, or system used by APM in connection with providing any FastKey Product, except and only to the extent that applicable law expressly permits You to do so despite this limitation;

(c) use any FastKey Product to process, transmit or otherwise make available any content that infringes or misappropriates the Intellectual Property Rights or proprietary rights of any third party;

(d) You shall not build a product or service using similar ideas, features, functions or graphics to any FastKey Product; and

(e) You shall not copy any ideas, features, functions or graphics of any FastKey Product or incorporate any portion of any FastKey Product into Your own programs or compile any portion of any FastKey Product in combination with Your own programs.

7.3.2. You acknowledge that Your ability to use FastKey Products may be affected by minimum system requirements or other factors.

 

7.4. Intellectual Property

7.4.1. Subject to Your compliance with the Terms, in consideration of You purchasing or ordering FastKey Products from APM, APM hereby grants You a non-exclusive, non-transferable, royalty-free and revocable license to download, install, access and use the FastKey Products purchased by or made available to You for Your internal business purposes for the term of Your FastKey Product subscription.

7.4.2. Subject to the limited rights expressly granted in Section 7.4.1, APM retains all rights, title and interest it holds in and to the FastKey Products, including any and all Intellectual Property Rights, methods, materials, technologies, tools (including software tools), design code, templates, applications, techniques and other know-how developed by or for APM. No rights are granted to You hereunder other than as expressly set forth herein.

7.4.3. APM shall own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to FastKey Products and any new programs, upgrades, modifications or enhancements to FastKey Produces developed by APM, including those developed for you or at Your request.

 

7.5. Support Services

7.5.1. APM will take reasonable steps to facilitate Your access to the FastKey Products for the duration of Your subscription period and will provide the following support services in connection with FastKey Products during the term of Your subscription:

(a) assisting and providing guidance on setting up FastKey Products for Your projects;

(b) providing fixes for software defects that may affect the FastKey Product; and

(c) providing feature updates to FastKey Products.

7.5.2. Support services shall be provided by APM via phone, email and online during business hours, as arranged between You and APM. Onsite support may be arranged where support cannot be provided remotely.

7.5.3. If APM is at any time instructed by You to perform any additional services relating to FastKey Products that it considers to be in the nature of an increase or decrease in the scope of work set out in the Sales Order, APM shall provide You a written estimate of its reasonable adjustment to subscription fees, if any, taking into account any reduction in work or other expense which might also occur as a result of the circumstances giving rise to the variation. APM shall only carry out such additional services upon receipt of a written instruction from You, which instruction shall include the agreed adjustment to be made to APM’s fees.