1. Definitions and interpretation clauses
1.1 Definitions in this agreement:
means the fee specified in Item 10 of the PSS.
means the Advertising Service selected at Item 5 of the PSS, where the advertising service set at clause 4 applies (and clause 5 in relation to the Subscription Listings Service does not apply).
means the Product and Service Agreement that comprises the PSS and this Master Agreement, and any schedules and annexures attached hereto.
means a third party application programming interface.
means the type of property specified in Item 3 of the PSS.
means the date specified in Item 6 of the PSS.
means a contract for the sale and purchase of real estate (being an Approved Property).
means any of the events listed in clause 8.1.
means the entity type of the Participant selected in Item 2 of the PSS.
means the fee specified in Item 9 of the PSS.
means, if this Agreement applies to:
(a) the Advertising Service, the Advertising Fee; or
(b) the Subscription Listings Service, the Subscription Listings Fee.
means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
means the term specified in Item 7 of the PSS.
means, in respect of a party:
(a) if the party is an individual:
(i) the party is declared bankrupt, a sequestration order is made and/or a person enters into a personal insolvency agreement, within the meaning of the Bankruptcy Act 1966 (Cth);
(ii) the party is served with a bankruptcy notice, which is not satisfied within the time prescribed for in the Bankruptcy Act 1966 (Cth);
(iii) the party enters into, or resolves to enter into, a composition with, or assignment for the benefit of, all or any class of his or her creditors; or
(iv) a receiver or receiver and manager is appointed to the whole, or part of, the property of the part;
(b) if the party is a corporate entity:
(i) it is unable to pay its debts as and when they fall due;
(ii) it fails to comply with a statutory demand under section 459F of the Corporations Act 2001 (Cth) or is deemed unable to pay its debts under section 585 of the Corporations Act 2001 (Cth);
(iii) a meeting is convened to consider placing it in voluntary liquidation or appointing an administrator;
(iv) an application is made for it to be wound up;
(v) a controller, as defined by section 9 of the Corporations Act 2001 (Cth), is appointed;
(vi) it enters or proposes to enter into, any form of arrangement with its creditors; or
(vii) anything analogous to or having a substantially similar effect to any of the events specified above occurs; and
(c) if the party is a trust, when a resolution is passed or an order made or other action taken for the winding up of the relevant trust,
or anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction
Intellectual Property Rights:
means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of copyright, patents, inventions, trade secrets, confidential information, know-how, product formulations, designs, formats, circuit layouts, databases, plant varieties, trade marks, brand names, business names, domain names, applications for any of the foregoing and any improvements, enhancements or modifications to any of the foregoing.
means a Participant that introduces a Platform Purchaser of a Third Party Contract to the Platform.
Introducing Participant Incentive:
means the amount calculated pursuant to the following formula:
IPI = IPIR x AF
(a) IPI means the Introducing Participant Incentive, including GST;
(b) IPIR means 0.25 (being 25%), including GST; and
(c) AF means the Advertising Fee, including GST.
means a listing of a Property for sale on the Platform, including without limitation information, statements, text, images, video or other data relating to the sale of that Property (whether submitted by the Participant to Listing Loop directly or by an API).
means a Participant who is assigned as representing a Platform Purchaser on the date that a Third Party Contract is executed.
Participant Assist Incentive:
means the amount calculated pursuant to the following formula:
PAI = PAIR x AF
(a) PAI means the Participant Assist Incentive, including GST;
(b) PAIR means 0.25 (being 25%), including GST; and
(c) AF means the Advertising Fee, including GST.
has the meaning given to the term in clause 2.2(h).
means the http://www.listingloop.com.au website and any related systems.
means a purchaser under a Contract who is:
(a) a Registered User who Unlocked the Listing; or
(b) a Related Party of a Registered User who Unlocked the Listing.
means a real estate property that is an Approved Property.
Property Sale Contract:
means a Contract in respect of a Property which has been at any time the subject of a Listing submitted to the Platform by the Participant and executed by the vendor and a purchaser.
means the Product and Service Schedule between Listing Loop and the Participant that accompanies and forms part of this Agreement.
means a user that has registered on the Platform.
means, if the Registered User of the Platform is:
(a) an individual:
(i) any relatives of the Registered User;
(ii) any corporate entity of which the Registered User is a director or a shareholder; or
(iii) any corporate entity or individual acting as trustee for a trust of which the Registered User is a beneficiary;
(b) a corporate entity:
(i) any individual who is a director or shareholder of the Registered User;
(ii) any other corporate entity which is:
(A) a holding company of the Registered User;
(B) a subsidiary of the Registered User; or
(C) a subsidiary of a holding company of the Registered User; or
(iii) any corporate entity or individual acting as trustee for a trust of which the Registered User, or the directors or shareholders of the Registered User, is a beneficiary.
means the term specified in Item 8 of the PSS.
means the following information:
(a) street address;
(b) property type;
(c) number of bedrooms (except for vacant land);
(d) number of bathrooms (except for vacant land); and
(e) number of car spaces (except for vacant land),
and any other information reasonably requested by Listing Loop from time to time.
means a valid sales contract between the Participant and the vendor and/or the Participant is otherwise duly authorised by the vendor to sell the relevant Property the subject of a Listing.
Subscription Listings Fee:
means the fee specified in Item 11 of the PSS.
Subscription Listings Service:
means the Subscription Listings Service selected at Item 5 of the PSS, where the subscription listings service at clause 5 applies (and clause 4 in relation to the Advertising Service does not apply).
means the period commencing on the Commencement Date and ending on the last day of the Initial Term or the Renewal Terms if extended in accordance with this Agreement, unless terminated earlier in accordance with clause 8.
Third Party Participant:
means the Participant which submitted the Listing on the Platform which is the subject of the Third Party Contract.
Third Party Contract:
means a Contract in respect of real estate which is the subject of a Listing submitted to the Platform by another Participant, where the purchaser is a Platform Purchaser.
means a Property Sale Contract where:
(a) the vendor and the purchaser have executed the Contract; and
(b) any right to terminate by the purchaser under a cooling off period or any other condition in the Contract or at law has expired or been waived by the purchaser.
means a click by a Registered User on the unlock button to view the Listing.
means the terms and conditions of use of the Platform available on the Platform (https://listingloop.com.au/terms-conditions/), as amended from time to time by Listing Loop.
In this Agreement, unless the context otherwise requires:
(a) a reference to:
(i) the singular includes the plural and vice versa;
(ii) a gender includes all genders;
(iii) a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Master Agreement;
(iv) an item is a reference to a clause, paragraph or schedule of the PSS;
(v) parties means the parties to this Agreement and to a party means a party to this Agreement;
(vi) a person includes that person’s executors, administrators, successors and/or permitted assigns;
(vii) a law:
(A) includes a reference to any constitutional provision, subordinate legislation, treaty, decree, convention, statute, regulation, rule, ordinance, proclamation, by-law, judgment, rule of common law or equity or rule of any applicable stock exchange;
(B) is a reference to that law as amended, consolidated, supplemented or replaced; and
(C) is a reference to any regulation, rule, ordinance, proclamation, by-law or judgment made under that law;
(viii) time is a reference to Melbourne, Victoria, Australia time;
(b) an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits all of them jointly and each of them severally;
(c) headings are for convenience only and are ignored in interpreting this Agreement;
(d) the word ‘including’ or ‘includes’ means ‘including but not limited to’ or ‘including without limitation’; and
(e) where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
2. Use of Platform
Listing Loop grants the Participant the right to:
(a) submit Listings to the Platform; and
(b) invite prospective purchasers to use the Platform,
during the Term, subject to:
(c) the terms and conditions of this Agreement; and
(d) the Participant complying with its obligations in this Agreement.
2.2 General Obligations
In using the Platform, the Participant:
(a) must comply with the reasonable directions of Listing Loop, including without limitation to remove or amend any Listing;
(b) will provide Listing Loop with written notice of:
(i) if the Participant has engaged Listing Loop to provide the Advertising Service, the true and correct details of the sale price, settlement date and any conditions of any Property Sale Contract within 3 days of a Property Sale Contract being executed by the vendor and the purchaser;
(ii) any information relating to a Property Sale Contract reasonably required by Listing Loop within 3 days of receiving a written request from Listing Loop; and
(iii) if the Participant has engaged Listing Loop to provide the Advertising Service, any Property Sale Contract becoming an Unconditional Contract as soon as practical after becoming an Unconditional Contract (which may be at the same time as notification under clause 2.2(b)(i) or (ii));
(c) must not engage in any inappropriate or illegal conduct, or any conduct which would place Listing Loop at risk of prosecution under the Competition and Consumer Act 2010 (Cth) or expose Listing Loop to claims on the grounds of misrepresentation, duress, unconscionable conduct or misleading and deceptive conduct, whether under statute or at common law;
(d) must comply with all statutory requirements relevant to its activities under this Agreement in Australia (including the requirements under the Competition and Consumer Act 2010 (Cth)) and in any country other than Australia where the Participant undertakes activities under or in relation to this Agreement;
(g) must undertake to only collect, store, disclose and use personal information obtained through the Platform for the sole purpose of contacting the enquiring person in relation to the Listing they have enquired about; and
(h) where the Entity Type of the Participant is not an individual, may invite and/or expressly authorise a third-party individual to use the Platform, including submitting a Listing on the Platform on the Participant’s behalf, provided that the following conditions are satisfied:
(i) the third-party individual is an employee of that entity, such as a property manager or sales consultant (Participant Employee); and
(ii) the Participant must procure that the third party individual complies with clauses 2.2(a) to 2.2(g), and clause 2.3.
2.3 Listing Obligations
In submitting Listings on the Platform, the Participant must:
(a) include the Required Fields for each Listing;
(b) only submit Listings in respect of Approved Properties which are available for sale at the time of submission;
(c) only list each Property for sale once on the Platform;
(d) immediately remove any Properties which are no longer for sale;
(e) ensure that any Listing submitted to the Platform on behalf of the Participant:
(i) is only submitted by its expressly and duly authorised representatives (such as a Participant Employee);
(ii) is accurate and current;
(iii) accurately indicates the location of the property;
(iv) complies with any guidelines or requirements of Listing Loop from time to time; and
(v) complies with all relevant laws and regulations, including without limitation those relating to misleading and deceptive conduct, defamation, intellectual property, privacy and the sale of real estate;
(f) where photographs or illustrations are included in a Listing, ensure that the photographs or illustrations accurately represent the relevant property and are free from borders, watermarks (unless otherwise approved by Listing Loop), location and contact details of the Participant; and
(g) not submit any Listing on the Platform, or permit any Listings to be submitted on the Platform on its behalf, until the Participant, and/or its authorised representative, has agreed to the Website Terms electronically using the platform nominated by Listing Loop from time to time.
2.4 Participant Warranties
The Participant represents and warrants to Listing Loop that, at all times during the Term:
(a) the Participant, and where applicable, any Participant Employee who submits a Listing on the Platform on behalf of the Participant:
(i) holds all licences and accreditations required for the submission of that Listing, including without limitation a licence to sell real estate in the relevant State or Territory;
(ii) has the authority to sell the Property which is the subject of the Listing; and
(iii) has complied with the regulations of the relevant State or Territory in submitting the Listing, including having obtained the authorities required by the relevant State or Authority;
(b) it will comply with its obligations under clauses 2.2 and 2.3; and
(c) it owns or has been granted a licence for any content (including the Intellectual Property Rights) to fulfil the Participant’s obligations under clause 2.6(a).
2.5 Participant Acknowledgments
The Participant acknowledges and agrees that, at all times during the Term:
(a) Listing Loop may, at its discretion, remove or amend any Listing if Listing Loop determines that the Participant is in breach of this Agreement;
(b) it is solely responsible for the content of the Listings;
(c) if applicable, if it invites or authorises a Participant Employee to use the Platform (including to submit a listing on the Platform) on its behalf,
(i) any conduct or omission by that Participant Employee in accessing and using the Platform is deemed conduct or omission by the Participant; and
(ii) the Participant is liable to Listing Loop for any conduct or omission of that Participant Employee in accessing and using the Platform;
(d) Listing Loop cannot guarantee that the Platform will operate continuously or without faults;
(e) Listing Loop may contact the Participant and its Participant Employees (if applicable) using any contact details provided to Listing Loop from time to time; and
(f) Listing Loop reserves the right to amend the terms of this Agreement in accordance with clause 1.
(a) In consideration for Listing Loop granting the Participant the rights under clause 1, the Participant grants Listing Loop an irrevocable, world-wide, perpetual and royalty-free licence to publish, copy, licence, use and adapt for any purpose any content (including any Intellectual Property Rights) provided by the Participant to Listing Loop during the Term, including without limitation the content of any Listings and any logo or branding of the Participant.
(b) The licence granted in clause 6(a) does not merge on the expiry or earlier termination of this Agreement.
The Participant releases Listing Loop in respect of any cost, claim, loss, damage, expense or other liability which the Participant may suffer as a result of any failure of the Platform to operate continuously, malfunction or to provide accurate information.
3. Establishment Fee
The Participant must pay the Establishment Fee within 7 days of entering into this Agreement.
4. Advertising Service
4.1 Scope of application
This clause 4 applies if the Participant engages Listing Loop to provide the Advertising Service (and does not apply if Listing Loop is engaged to provide the Subscription Listings Service).
4.2 Advertising Fee
(a) Listing Loop will provide an invoice for the Advertising Fee to the Participant as soon as practicable after receiving notification from the Participant under clause 2.2(b)(i).
(b) The Participant must pay the Advertising Fee to Listing Loop by direct debit on the fifth day of the month after the month in which the Property Sale Contract becomes an Unconditional Contract.
(c) The Participant must provide evidence of any matter relating to a Property Sale Contract within 3 days of receipt of a written request by Listing Loop.
4.3 Introducing Participant Incentive
(a) If a Participant is assigned on the Platform as the Introducing Participant in relation to any Platform Purchaser under a Third Party Contract which becomes an Unconditional Contract, Listing Loop must pay the Introducing Participant Incentive to the Participant within 14 days of receiving payment of the Advertising Fee (from which the Introducing Participant Incentive will be paid) from the Third Party Participant who submitted the Listing relating to the Third Party Contract.
(b) If Listing Loop does not receive the Advertising Fee from the Third Party Participant by the earlier of the date which is:
(i) 7 days after the settlement of a Third Party Contract; and
(ii) 90 days after a Third Party Contract that is an Unconditional Contract is executed by the vendor and the Platform Purchaser,
Listing Loop must use reasonable endeavours to recover the Advertising Fee from the Third Party Participant.
(c) If clause 4.3(b) applies and Listing Loop recovers all or part of the Advertising Fee from the Third Party Participant, the Introducing Participant Incentive is calculated as the agreed percentage of the actual amount recovered from the Third Party Participant, less all expenses incurred by Listing Loop in recovering those amounts (including without limitation legal expenses on a full indemnity basis), payable to the Participant within 14 days of receiving those amounts.
(d) Where the Entity Type of the Participant is not an individual and:
(i) a Participant Employee of that Participant is assigned on the Platform as the Introducing Participant for any Platform Purchaser registered on the Platform; and
(ii) he Participant Employee ceases to be employed by that Participant,
the Participant is deemed to have become the Introducing Participant for that Platform Purchaser on and from the date that the Participant Employee ceases to be employed by the Participant.
4.4 Participant Assist Incentive
(a) If a Participant is assigned on the Platform as the Participant Assist in relation to any Platform Purchaser under a Third Party Contract which becomes an Unconditional Contract, Listing Loop must pay the Participant Assist Incentive to the Participant within 14 days of receiving payment of the Advertising Fee (from which the Participant Assist Incentive will be paid) from the Third Party Participant who submitted the Listing relating to Third Party Contract.
(b) If Listing Loop does not receive the Advertising Fee from the Third Party Participant by the later of the date which is:
(i) 7 days after the settlement of a Third Party Contract; and
(ii) 90 days after a Third Party Contract that is an Unconditional Contract is executed by the vendor and Platform Purchaser,
Listing Loop must use reasonable endeavours to recover the Advertising Fee from the Third Party Participant.
(c) If clause 4.4(b) applies and Listing Loop recovers all or part of the Advertising Fee from the Third Party Participant, the Participant Assist Incentive is calculated as the agreed percentage of the actual amount recovered from the Third Party Participant, less all expenses incurred by Listing Loop in recovering those amounts (including without limitation legal expenses on a full indemnity basis), payable to the Participant within 14 days of receiving those amounts.
(d) Where the Entity Type of the Participant is not an individual and:
(i) a Participant Employee of that Participant is assigned on the Platform as the Participant Assist for any Platform Purchasers in respect of any Third Party Contract; and
(ii) the Participant Employee ceases to be employed by that Participant,
the Participant is deemed to have become the Participant Assist for those Platform Purchasers on and from the date that the Participant Employee ceases to be employed by the Participant.
4.5 Third Party Participant paying Subscription Listings Fee
For the avoidance of doubt, Listing Loop is not obliged to pay the Introducing Participant Incentive or the Participant Assist Incentive in accordance with clauses 4.3 and 4.4 respectively, where:
(a) Listing Loop has used its reasonable endeavours to recover the Advertising Fee from the Third Party Participant but does not recover any payment therefrom; or
(b) the Third Party Participant engages Listing Loop to provide the Subscription Listings Service.
5. Subscription Listings Service
5.1 Scope of application
This clause 5 applies if the Participant engages Listing Loop to provide the Subscription Listings Service (and does not apply if Listing Loop is engaged to provide the Advertising Service).
5.2 Subscription Listings Fee
(a) The Participant must pay the Subscription Listings Fee to Listing Loop, in relation to:
(i) the first month of the Initial Term, on the Commencement Date; and
(ii) each month thereafter, within 7 days after an invoice is provided by Listing Loop.
(b) If the “Limited Listings” is selected under the Subscription Listings Service, and the Participant submits more than the maximum number of Listings per month, then:
(i) the Participant will pay $199 (including GST) for each Listing submitted after that maximum number in that month; and
(ii) the additional fees must be paid by the Participant within 7 days after an invoice is provided by Listing Loop for the additional Subscription Listings Fees (which may be included in the invoice provided in accordance with clause 5.2(a)(ii)).
(c) The payment of the Subscription Listings Fee must be made by direct debit unless otherwise agreed in writing by Listing Loop.
6. Renewal of Term
(a) This Agreement will continue for the Term.
(b) Subject to clause 6(c), at the end of the Initial Term and for each Renewal Term thereafter, this Agreement will automatically renew for the Renewal Term.
(c) Either party may elect not to renew this Agreement by providing notice to the other party at least 30 days before the end of the Term.
The Participant may not assign any right or obligation under this Agreement without the prior written consent of Listing Loop, which may be withheld in Listing Loop’s absolute discretion, provided that Listing Loop will consent to the assignment if:
(a) the Participant proves to the reasonable satisfaction of Listing Loop that the assignment is to an entity which is acquiring the entirety of the real estate Participant business operated by the Participant;
(b) the Participant has paid to Listing Loop all amounts owing from the Participant to Listing Loop under this Agreement;
(c) the Participant procures the assignee to enter into a deed of assignment with Listing Loop in a form reasonably required by Listing Loop; and
(d) the Participant pays the reasonable legal costs incurred by Listing Loop in connection with the assignment.
8.1 Default Event
A Default Event will occur if:
(a) the Participant fails to remedy within 14 days after receiving written notice to do so from Listing Loop a breach of this Agreement, specified in the notice, that is capable of remedy;
(b) the Participant commits a breach of this Agreement which is not capable of remedy;
(c) the Participant is the subject of an Insolvency Event; or
(d) Listing Loop determines that the Participant has incorrectly disclosed any matter relating to any Property Sale Contract to Listing Loop.
8.2 Immediate Termination
Listing Loop may terminate this Agreement with immediate effect by giving written notice to the Participant if:
(a) the Participant or any of its directors:
(i) are convicted of any breach under any law which could result in cancellation or suspension of licence held by the Participant;
(ii) commit an offence under any legislation governing real estate Participant; or
(b) the Participant or any person employed by the Participant who uses the Platform is involved in any fraudulent activity which (in the absolute discretion of Listing Loop) would result in the Participant being unsuitable to continue to use the Platform or bring the Platform or Listing Loop into disrepute.
If a Default Event occurs, Listing Loop may:
(a) terminate the Agreement by notice in writing to the Participant;
(b) recover from the Participant as a liquidated debt payable on demand:
(i) any costs incurred by Listing Loop as a result of the Default Event; and
(ii) all amounts owing by the Participant to Listing Loop under this Agreement;
(c) immediately remove the Participant’s and/or any Participant Employee’s (if applicable) access to the Platform;
(d) reallocate any Introducing Participant or Participant Assist designations from the Participant or any Participant Employee (if applicable) to any third party participant at Listing Loop’s sole discretion; and
(e) set-off any money owing from Listing Loop to the Participant against the amounts listed in clause 3(b).
8.4 Ongoing Obligations
Despite termination of this Agreement, the Participant must continue to comply with:
(a) clause 2.2(b);
(b) clause 4.2 (if the Participant engages Listing Loop to provide the Advertising Service); and
(c) this clause,
following termination of this Agreement if the Participant is engaged under a Sales Authority at the relevant time.
9. Goods and Services Tax (GST)
Words or expressions used in this clause that are defined in the GST Act have the same meaning given to them in the GST Act.
9.2 GST exclusive
Unless otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply does not include any GST payable in respect of that supply.
9.3 Liability to pay GST
If a party makes a taxable supply under this Agreement (Supplier), then the recipient of the taxable supply (Recipient) must also pay, in addition to the consideration for that supply, the amount of GST payable in respect of the taxable supply at the time the consideration for the taxable supply is payable.
9.4 Tax Invoice
Notwithstanding the foregoing, the Recipient is not obliged under this Agreement to pay the amount of any GST payable until the Supplier provides it with a valid tax invoice for the taxable supply.
9.5 Adjustment event
If an adjustment event arises in relation to a taxable supply made by a Supplier under this Agreement, the amount paid or payable by the Recipient pursuant to clause 9.3 will be amended to reflect this and payment will be made by the Recipient to the Supplier or vice versa as the case may be.
9.6 Reimbursement of expenses
If a third party makes a taxable supply and this Agreement requires a party to this Agreement (the payer) to pay for, reimburse or contribute to (pay) any expense or liability incurred by the other party to that third party for that taxable supply, the amount the payer must pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.
9.7 Non merger
This clause does not merge on completion and will continue to apply after expiration or termination of this Agreement.
10. Giving Notice
Subject to clause 10.5, any notice (which includes, without limitation, a demand, request, consent, approval and any other communication made, required or authorised under this Agreement) given under this Agreement must be:
(a) in writing;
(b) directed to the recipient’s address or email address specified below, as varied by any notice; and
(c) hand delivered or sent by prepaid post to that address or sent by email to that email address.
10.2 Receipt of Notice
A notice given in accordance with clause 10.1 is taken to be received by the recipient:
(a) if hand delivered, on delivery;
(b) if sent by prepaid post, within Australia to an Australian address, two business days after the date of posting; or
(c) if sent by email, when the email (including any attachment) is sent to the receiving party at that email address, unless the sending party receives a notification of delivery failure within 24 hours of the email being sent.
In all cases, a notice received after 5.00 pm in the place of receipt or on a day that is not a business day is taken to be received by the recipient at 9.00 am on the next business day.
10.3 Signing of Notice
A notice given under this Agreement is sufficiently signed if:
(a) in the case of a body corporate, it is signed by a director, secretary or other officer of, or a legal practitioner acting for, the body corporate; or
(b) in the case of an individual, it is signed by the individual.
10.4 Address of notice
The address for service of each party is set out in the PSS. A party may change its address for service by giving notice of that change in writing to the other party.
10.5 Other models of service permitted
The provisions of this clause are in addition to any other mode of service permitted by law.
(a) Listing Loop may, from time to time, upon 30 days’ notice in writing to the Participant vary this Agreement (including the terms of the PSS, such as the Fees).
(b) If the Participant does not accept any variation, the Participant must give Listing Loop 21 days’ written notice terminating this Agreement.
(c) If the Participant does not give written notice, then this Agreement and/or the relevant PSS will be deemed to include the variation at the expiration of the 30 days’ notice from Listing Loop under clause 1(a).
11.2 Entire Agreement
(a) This Agreement:
(i) contains the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement; and
(ii) supersedes any prior agreement or understanding on anything connected with that subject matter.
(b) If the terms of this Master Agreement and the PSS are inconsistent, then the terms of the PSS will prevail to the extent of the inconsistency.
The failure, delay, relaxation or indulgence on the part of any party in exercising any power or right conferred upon that party by this Agreement does not operate as a waiver of that power or right, nor does any single exercise of any power or right preclude any other or further exercise of or the exercise of any other power or right under this Agreement.
If any provision of this Agreement is invalid and not enforceable in accordance with its terms, all other provisions which are self-sustaining and capable of separate enforcement with regard to the invalid provision are and continue to be valid and enforceable in accordance with their terms.
This Agreement may be executed by any number of counterparts and all of those counterparts taken together constitute one and the same instrument.
11.6 Further Assurances
Each party must do, sign, execute and deliver and must procure that each of its employees and agents does, sign, executes and delivers, all deeds, documents, instruments and acts reasonably required of it or them by notice from another party to effectively carry out and give full effect to this Agreement and the rights and obligations of the parties under it.
11.7 Governing law and jurisdiction
This Agreement is governed by, and is to be construed in accordance with, the law of the State of Victoria and the parties submit to the non-exclusive jurisdiction of the Courts of the State of Victoria and any court hearing appeals from those Courts.
11.8 Exercise of rights
(a) Unless expressly required by the terms of this Agreement, a party is not required to act reasonably in giving or withholding any consent or approval or exercising any other right, power, authority, discretion or remedy, under or in connection with this Agreement.
(b) A party may (without any requirement to act reasonably) impose conditions on the grant by it of any consent or approval, or any waiver of any right, power, authority, discretion or remedy, under or in connection with this Agreement. Any conditions must be complied with by the party relying on the consent, approval or waiver.
11.9 Remedies cumulative
Except as provided in this Agreement and permitted by law, the rights, powers and remedies provided in this Agreement are cumulative with and not exclusive of the rights, powers or remedies provided by law independently of this Agreement.
Amplify Terms and Conditions
Listing Loop offers Listing Loop approved Clients the opportunity to further enhance their property listings with the purchase of Listing Loop’s Amplify social media advertising products.
Amplify is a social media property advertising product that promotes property listings on Facebook and Instagram via Listing Loop’s social media accounts.
By agreeing to these terms and conditions when purchasing the Amplify product you agree that:
Listing Loop and its associated entities make no representation or warranty in relation to the results of any Facebook or Instagram campaign including traffic levels, share of voice results, ad positions, Cost per Click, Click Through Rates etc. Results can be impacted by a range of factors including but not limited to the competitiveness of the ad targeting, ranking algorithms, photos, creative, property price and condition, and economic conditions.
You acknowledge and agree that Listing Loop charges a management fee of forty percent for the amount of social ad spend booked with Listing Loop. The fee includes all management and creation of the ads.
You understand that the social media ads will not include the property address or the selling agent or agency details as the ad placement will require the user to click through to the Listing Loop website to unlock the property to deliver the selling agent a lead. Listing Loop will endeavour to get your approval upon request on the ad copy prior to release however will not guarantee it if you do not respond to Listing Loop’s communication for approval.
Listing Loop may refuse service or limit, suspend, your ad at any time, with or without cause.
Listing Loop will endeavour to remove any negative ad comments however takes no responsibility on any impact a comment may have on a property ad via the Amplify service.
You may discontinue your use of Amplify at any time and you acknowledge and agree that once the ad is live there is no refunds on the committed ad spend or management fees.
When requesting an Amplify social media campaign, you will be asked to select a budget and time frame for your Amplify advertising campaign. Listing Loop will endeavour to but doesn’t guarantee the audience reach or the ability to run a campaign to the exact number of days as a campaign reach and time frame can be impacted by a number of factors outside of Listing Loop’s control.
You agree to pay the amount chosen as your maximum budget up front, either by credit card or direct debit and will be charged for this amount in its entirety. If you are placing the order for the Amplify advertising service, you acknowledge that you have permission to do so within your employers’ agency and business.
By agreeing to these terms and conditions you agree and are bound to the terms and conditions found within the following links: