1. www.propapp.com.au is a site operated by Propapp Pty Ltd (ACN 667 930 412) (we, us, or our).
2. This page, and any documents referred to in it, governs the terms of use under which you may make use of our products, services, mobile app and website www.propapp.com.au (collectively referred to as the Site).
3. The term ‘you’ refers to the person or organisation accessing or using, or relying upon, the Site.
4. Please read these terms of use (Terms) carefully before you start to use the Site.
5. By using, browsing or accessing the Site, you indicate that you have read, understood and accept these Terms, together with our Privacy Policy, and any other terms and conditions you may find on our Site and agree to abide by them.
6. We encourage you to read these Terms and contact us by email at enquiry@propapp.com.au, if you have any questions in relation to the Site.
7. If you do not agree to these Terms, you should not access or otherwise use the Site and the products and services offered on, or via, the Site.

1. We will not be liable if the Site is unavailable (wholly or partly), for any reason, at any time or for any period.
2. Access to the Site is permitted on a temporary basis. We reserve the right to withdraw or amend the products, services and content we provide on the Site without notice.
3. From time to time, we may restrict access to some parts of the Site (wholly or partly).
4. You are responsible for:
   1. making all arrangements necessary for you to have access to the Site; and
   2. ensuring that all persons who access the Site through your internet connection, mobile device, or otherwise are aware of these Terms, and that they comply with them.  
5. When accessing and using the Site, you must not:
   1. attempt to undermine the security or integrity of:
      1. our computing systems or networks;
      2. a third party's computing systems and networks where the Site is hosted by a third party;
   2. use, or misuse, the Site in any way which may impair:
      1. the functionality of the Site, or other systems used in the course of delivering the Site;
      2. the ability of any other user to use the Site;
   3. attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access, or to the computer system on which the Site is hosted;
   4. transmit, download or input into the Site, any files, content, material and/or data that may:
      1. damage any other person’s computing devices or software;
      2. be offensive; and/or
      3. be in violation of any law; or
   5. modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer, any computer programs used to deliver the Site (or attempt to do so).

1. The Site is a platform that allows:
   1. Vendors to find and compare Agents and then engage an Agent for the sale of the Property;
   2. Agents to find leads and tender their services to Vendors in order to secure the authority to sell the Property; and
   3. You to purchase goods and services which we determine to offer through the Site from time to time (Products).  
2. Users of the Site may also upload or publish content (including user comments and reviews) on the Site (User Generated Content).
3. The Site is a portal or conduit providing you with access to, and use of, third party content (Third Party Content).
4. You may also purchase Products which we may offer through the Site from time to time.  
5. We do not recommend or endorse any:
   1. Products;
   2. services;
   3. Vendors;
   4. Agents;
   5. Third Party Content; or
   6. User Generated Content,

      appearing on or via the Site or our social media pages, or any websites linked to the profiles of third party providers (Third Party Providers).

6. We disclaim all liability and responsibility arising from any reliance placed on such Products, services, Third Party Content and User Generated Content (and any products and services provided from or via the Third Party Content) by:
   1. any visitor to the Site or our social media pages, or any websites linked to the profiles of Third Party Providers; or
   2. anyone who may be informed of any of its contents,

      and we make no representations or warranties that use of any of the foregoing will not infringe intellectual property rights of any third parties.

7. The Third Party Providers (and their advertisers) and users of the Site are responsible for the accuracy of all representations made in any Third Party Content or User Generated Content advertised, displayed or listed on, or via, the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.  
8. We may, but are under no obligation to, monitor the Third Party Content or User Generated Content. To the extent permitted by law, we do not:  
   1. warrant that the Products or services, Third Party Content or User Generated Content displayed, listed or offered on, or via the Site, our social media pages, or any websites linked to the profiles of Third Party Providers, are accurate, complete, reliable, current or error-free; or
   2. make warranties about the standard or quality of any of the Products, services, Third Party Content or User Generated Content offered or displayed on, or via the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.
9. You agree to make your own enquiries to verify information displayed on, or via, the Site, our social media pages, or any websites linked to the profiles of Third Party Providers and to assess the suitability of the Products or services before you purchase.
10. You accept the risk of purchasing the Products or services advertised, displayed, or listed by a Third Party Provider or user of the Site on, or via, the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.  
11. Any opinions, warranties, representations, advice, statements, products, services, offers, Third Party Content, User Generated Content or other information, displayed, advertised, listed or made available by a Third Party Provider or users of the Site are those of the respective author, advertiser or distributor, and not us.
12. We reserve the right to modify or remove any Products, Third Party Content or User Generated Content at any time, but we are under no obligation to do so.

1. We reserve the right, but are not obligated, to limit our services to any person, geographic region, or jurisdiction. We may exercise this on a case-by-case basis.
2. We reserve the right to limit the services that we offer.
3. All descriptions of pricing are subject to change at any time without notice, at our sole discretion.
4. We reserve the right to discontinue any service offering at any time.

1. You do not need to register or login to the Site in order to view some of the content and information on the Site, including certain Third Party Content and User Generated Content.
2. If you wish to offer, dispose of, discard, receive or exchange products or services on, or via, the Site you must create an account with us (Account) on the Site.
3. Your Account will be operated by an email address and password (Password). You may change or reset your Password by selecting the ‘Forgot Password’ link in the sign-up process, or inside your dashboard settings once logged into the Site.
4. You, as the owner of the Account, are solely responsible for the activity conducted on the Account. At any time, we may request that you provide identification to verify your identity.
5. In relation to your Account, you undertake that you will:
   1. not disclose your Password to any third party;
   2. take reasonable measures to prevent disclosure of your Password to any third party, noting that you are liable for all use of the Site using your Account or Password;
   3. provide only accurate and complete registration information, and update that information if it changes in order to keep it current, complete and accurate;
   4. not impersonate another account holder or provide false identity information to gain access to or use the Site.
6. Please notify us immediately if:
   1. you become aware that your Account or Password is being used without authorisation; or
   2. there is any other security breach relating to your Account or Password.

1. Any personal information provided by you is processed by us in accordance with our Privacy Policy.
2. By using the Site and providing any personal information, you:
   1. consent to such processing; and
   2. warrant on a continuing basis that all information provided is true and accurate.

1. We may, but are under no obligation to, update the Site (wholly or partly) at any time. If the need arises, we may suspend or cease access to the Site, our social media pages or any websites linked to the profiles of Third Party Providers.
2. Any of the content or information provided on, or via the Site, our social media pages, or any websites linked to the profiles of Third Party Providers may be out of date at any given time, and we are under no obligation to update it, unless required to do so by law.

You must comply with our policies and guidelines as applying from time to time.

1. You must only publish Third Party Content or User Generated Content (as the situation permits):
   1. for which you hold all necessary rights, licences and consents to publish on, or via, the Site;
   2. that are factually accurate and up-to-date,
   3. if containing opinion, that contain genuinely-held opinion; and
   4. that comply with all applicable laws, regulations, rules, codes or other legal obligations.
2. You must not publish any Third Party Content or User Generated Content (as the context permits) that:
   1. are in a language other than English;
   2. contain confidential information;
   3. are, or could reasonably be considered to be, vulgar, offensive, inappropriate, indecent or obscene, pornographic or sexually explicit, harassing, threatening or abusive, inflammatory, hateful or disparaging, seditious, blasphemous, in breach of another person’s privacy (such as by disclosing personal or identifying details of another person without authorisation) or otherwise objectionable according to the dictates of good taste and social acceptability (including by promoting, advocating, or seeking to incite racial hatred or discrimination based on race, sex, disability, age, religion, nationality, sexual orientation or an unlawful or illegal act);
   4. are inaccurate, misleading or deceptive or fraudulent (including as a result of you having impersonated another person or misrepresented your identity);
   5. are defamatory or harmful to another in any way, including by causing unreasonable embarrassment, annoyance, distress or alarm to another individual, including us or our employees;
   6. are illegal or unlawful, including as a result of their infringement or contravention of intellectual property, or other rights or laws, regardless of their source;
   7. contain any viruses or malware, including keystroke loggers or other spyware, or similar computer code, files or programs designed to adversely affect, interrupt, destroy or limit the operation or functionality of any computer software or hardware or telecommunications equipment in any way;
   8. include unauthorised, unsolicited or undisclosed advertising or promotional materials, including excessive commercial references;
   9. are misleading, deceptive or fraudulent statements, including by improperly holding themselves out as being or relating to decrees or announcements by governmental, statutory, or municipal authorities;
   10. are designed to give the impression that the Third Party Content or User Generated Content originates from us;
   11. are aimed at disparaging or damaging the reputation or goodwill of our business, the Site, our social media pages, or any of our directors, officers, affiliates, employees, partners and representatives, and third parties connected to us; or
   12. constitute or comprise any other material whatsoever which contravenes these Terms.
3. By publishing or listing Third Party Content or User Generated Content on, or via, the Site, or our social media pages, all right, title, and interest in the Third Party Content or User Generated Content (and all intellectual property rights contained therein) will automatically vest in us absolutely.

1. The Site or any Third Party Content or User Generated Content may link to other websites, services, products or resources and they may contain links to the Site. In this regard:
   1. they are not under our control and are not maintained by us;
   2. we are not responsible, and accept no responsibility, for them, or for any loss or damage that may arise from your use of them (notwithstanding anything else);
   3. we only provide such links for your information and convenience; and
   4. we do not imply any endorsement of them or any association with their owners, operators or advertising material (as the context permits).
2. Your linking to or from these sites, or use of, or reliance on, such websites, resources, products or services is at your own risk. You should carefully review the terms and conditions and privacy policies of all off-Site pages and other websites or third party suppliers that you visit or transact with.

1. You may link to our homepage, provided you obtain our prior written consent. You can request our consent by sending us an email at enquiry@propapp.com.au.
2. Your links must not damage our reputation or take advantage of it, and you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
3. You must not establish a link from any website that is not owned by you.
4. The Site must not be framed on any other site, and you may not create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice.

1. The following aspects of the Site and our social media pages are protected by copyright, trade mark and other intellectual property laws: information, text, materials, graphics, logos, button icons, images, video and audio clips, trade marks (whether registered or not), advertisements, layout, arrangement, graphical user interface, look and feel, databases and control features (collectively, IP Content).
2. We are the owner or the licensee of all intellectual property rights in the Site, the IP Content, the Third Party Content and the User Generated Content.
3. Subject to clause 11(b), you may print off copies, and download extracts, of any pages from the Site for your personal reference and you may draw the attention of others within your organisation to material posted on the Site.
4. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any content separately from any accompanying text.
5. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by visitors, users or third parties are those of the respective author, distributor or advertiser, and not us.
6. You must not use, copy, modify or reproduce any part of the materials or code on, or contained within, the Site, or any of our social media pages, for commercial purposes without obtaining an express licence to do so from us.
7. If you print off, copy or download any part of the Site or any of our social media pages in breach of these Terms:
   1. your right to use the Site and our social media pages will cease immediately; and
   2. you must, at our discretion, return or destroy any copies of the materials you have made.

1. The IP Content, User Generated Content or Third Party Content displayed on or via the Site, our social media pages, any websites linked to the profiles of Third Party Providers or any other links in relation to the products or services contained therein are provided ’as is’ and without any guarantees, conditions or warranties as to their accuracy, completeness, timeliness, reliability, currency or fitness for purpose.
2. It is your responsibility to determine that the Site:
   1. meets your personal needs; and
   2. is suitable for the purposes for which it is used.
3. To the extent permitted by law, we, and our directors, officers, affiliates, employees, partners and representatives, exclude:
   1. all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
   2. any liability to you or any third person, however arising (and whether arising under statute, in tort (for negligence or otherwise)), breach of contract or otherwise, even if foreseeable) for:
      1. any loss of or damage to any property belonging to you or any third person, or personal injury or death to you or any third person;
      2. special, indirect or consequential loss or damage; or
      3. loss of income, revenue or profits, loss or interruption of business, loss of contracts, loss of anticipated savings, loss, damage or corruption of data, loss of use, loss or privacy, loss of goodwill, wasted management or office time, loss of opportunity or expectation loss, loss of production and for any other loss or damage of any kind,

         in any way connected with the Site, the products or services, or in connection with the use, inability to use, or results of the use of the Site, any social medial pages and websites linked to it and any IP Content, User Generated Content and Third Party Content posted on, or via, the Site (or on, or via, our social media pages or any websites linked to the profiles of Third Party Providers).

4. Without limitation to the foregoing, we acknowledge that the laws in certain jurisdictions including Australia may imply warranties and conditions, or impose obligations on the supply of goods and services through or by means of the Site which cannot be excluded, restricted or modified except to a limited extent.
5. If any such laws apply, then to the fullest extent permitted by the law of the relevant jurisdiction, and in the case of Australia to the extent permitted by the Competition and Consumer Act 2010 (Cth), our liability is limited, and if any liability remains it will be limited to any one or more of the following in our discretion:
   1. in the case of any products, the replacement or repair of the products, or the supply of equivalent products, or the payment of the cost of repairing or replacing the products or supplying equivalent products; and
   2. in the case of any services, the supply of the services again or the payment of the cost of having the services supplied again.
6. Without limitation to the foregoing, you agree that in no event shall our maximum aggregate liability exceed $500.
7. You indemnify us, and our directors, officers, affiliates, employees, partners and representatives, from and against all actions, claims, suits, demands, damages, liabilities or costs (including legal costs) arising from, as a result of, or which is directly or indirectly related to:
   1. the use of the Site, our social media pages or any websites linked to the profiles of Third Party Providers or any other products or services accessed via, or associated with, the Site (or our social media pages or any websites linked to the profiles of Third Party Providers);
   2. a breach of these Terms; or
   3. an infringement of any rights of another, including privacy rights and intellectual property rights.
8. You acknowledge that the Site is a passive platform for connecting Agents, Vendor Advocates and Vendors and as such:
   1. we are not Agents, Vendor Advocates or Agent representatives and are not responsible for the sale of the Property, nor are we liable for the Agent’s actions, advice or representations;
   2. aside from facilitating the introduction between Vendor, Vendor Advocate and Agent, we are not party to the agency relationship between the Vendor and Agent;
   3. the Agents, Vendor Advocates and Vendors are not our employees or our agents and we assume no responsibility for any act or omission of any of the Agents, Vendor Advocates and Vendors;
   4. the Agent (and not us) is the provider of the real estate or agency services, information and advice;
   5. we are not liable for enforcing any agreement that was made between the Vendor, Vendor Advocate or Agent and you will be solely responsible for any such agreement;
   6. we do not warrant the standard, quality or accuracy of any advice or information (such as the commission of the Agent, whether any specific Agent or Vendor Advocate is appropriate for the sale of your Property) the subject of your interaction with the Site or the relevant Agent, Vendor Advocates or Vendor and their skills, credentials, experience, qualifications or other information; and
   7. we cannot exhaustively evaluate each property that is uploaded to our Site by the Vendors or Vendor Advocates and we recommend the Agent and Vendor Advocate undertakes its own evaluations.
9. We recommend that you exercise caution and independently verify information, statements and advice provided by any Agent, Vendor Advocate or Vendor.
10. Agent’s and Vendor Advocate’s profiles on the Site are comprised of information from contributions from the Agent and Vendor Advocate themselves. We do not make any representation or warranty with respect to the subject matter of the Agents’ or Vendor Advocates’ profiles or their reliability, accuracy or completeness. Such information should not be regarded a substitute for real estate advice and we recommend that you make your own enquiries and seek independent advice. An Agent’s or Vendor Advocate’s profile does not imply that we endorse the Agent or Vendor Advocate.

1. This clause 14 only applies if you use the Site as a Vendor.
2. In this clause 14:
   1. Prelisted means that you have uploaded a Property on our Site, and Prelist has a corresponding meaning;
   2. Engage means that you sign a Sale Authority with the Agent in respect of the Property you have Prelisted, and the Agent is deemed to be Engaged in these circumstances;
   3. Fee means AUD$50;
   4. Refer means that you are the cause a Vendor using our Site to Prelist a Property, as evidenced by the entry by the Referred Vendor of your unique referral code/link, and Referral has a corresponding meaning;
   5. Referral Fee means AUD$100;
   6. Referred Vendor means the Vendor who you Referred to the Site; and
   7. Sale means:
      1. the Property is sold after the Agent is Engaged; and
      2. settlement of the sale of the Property has taken place,

         and Sold, Sell and Selling have corresponding meanings; and

   8. Sale Authority means the sale authority made available for use on the Site.
3. You:
   1. warrant that you own the Property, are a director of the corporate owner of the Property or otherwise have express authority from the owner to use the Site in relation to the Property; and
   2. agree to use the platform for the Intended Purpose and for no other purpose (for example: obtaining appraisals); and
   3. acknowledge and agree that we will share the details of any Property you Prelist with all Agents who use the Site unless you specify that the Prelist is intended to be tendered to specified Agents, and in that case we will only share the details of the Property you Prelist with the specified Agents.
4. Subject to the next paragraph, there is no fee for you to Prelist a Property.
5. If you Prelist a Property and later withdraw the Property prior to entering into a Sale Authority, we reserve the right to charge you the Fee when and if you subsequently Prelist another Property.
6. If there is any problem processing payment using your nominated payment method, we will invoice You at any time after we become entitled to charge the Fee and You must pay our invoice within 7 days of issue, by electronic funds transfer to the bank account details included in the invoice or otherwise communicated by us.
7. All our prices listed on the Site are in Australian dollars (AUD) and exclude GST.
8. We reserve the right to amend our fees from time to time by updating these Terms or otherwise giving you notice in writing.
9. If you, in good faith, dispute whether the whole or part of an invoice is payable:
   1. you must (notwithstanding the dispute) pay the invoice in full by the due date for payment;
   2. you must give us written notice as soon as practicable (and in any event within 3 Business Days of receipt of the invoice) of the amount disputed and reasons for the dispute; and
   3. the parties must negotiate the dispute in good faith;
   4. upon the dispute being resolved, if the amount you paid in respect of the relevant invoice is determined to be greater than the amount which should have been paid, we will credit the next invoice issued with an amount equal to the over-payment, or refund the overpayment to you (at our absolute discretion);
10. If you default in the payment of any money payable under these Terms, or any other agreement between us and you, then (in addition to any other rights we may have) we may do one or more of the following:
    1. suspend your access to the Site;
    2. suspend any obligations we have under these Terms until the amounts owing are paid in full;
    3. interest at the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) on the unpaid Fee (or the balance owing from time to time) calculated from the due date to and including the day on which the unpaid money is paid in full.
11. You undertake and agree to reimburse us for all fees, costs or expenses (including legal costs on an indemnity basis or collection fees) we incur in connection with any failure by you to pay when due any amount pursuant to these Terms.
12. You must notify us via the app or by email to enquiry@propapp.com.au of:
    1. the sale price of the Property within 2 Business Days after a binding contract of sale is entered into for the Property; and
    2. settlement of the sale of the Property within 2 Business Days of settlement taking place.
13. Once an Agent has tendered for the sale of the Property on this Site, it constitutes a breach of these Terms for you to engage the Agent for the sale of the Property outside of the Site (Off-Site Engagement).
14. An Off-Site Engagement is stealing, because you will have obtained a benefit from using our services and then failed to pay us the fee owing for our services.
15. We will pay the Referral Fee to you for each Referral you provide us which results in the Referred Vendor Selling a Property, provided that:
    1. the credit will only be due and payable if the Referred Vendor Sells a Property;
    2. the Referred Vendor is not the same person or entity as you (e.g. using a different email address);
    3. the Referred Vendor is a new owner who has not previously used the Site to Prelist a Property;
    4. you have provided us with your complete and correct account details;
    5. we reserve the right to automatically disqualify suspicious Referrals; and
    6. if you Referred someone to us and you didn’t receive a credit, your referral may have been flagged as suspicious. You can contact us via enquiry@propapp.com.au and we can look into it for you.
16. We reserve the right to cancel or vary our referral program at any time in our absolute discretion. Any unclaimed referral rewards will be forfeited at that time.

1. This clause 15 applies if you use the Site as an Agent or Agency.
2. In this clause 15:
   1. Lead means information in relation to a Property or a Vendor provided by us;
   2. Fee means 15% of the commission/fee excluding GST charged by the Agency as set out in the Sale Authority, excluding marketing and advertising fees
   3. Engage means that the Vendor signs a Sale Authority with you after we provided you with the Lead, and you are deemed to be Engaged in these circumstances;
   4. Sale means:
      1. the Property is sold after you are Engaged; and
      2. settlement of the sale has taken place, and Sold and Sell have corresponding meanings; and
   5. Sale Authority means the sale authority made available for use on the Site.
3. You acknowledge and warrant that:
   1. you are a properly qualified Agent and hold a valid real estate licence under the relevant laws within the jurisdiction of operation;
   2. if you are acting on behalf of an Agency when using the Site, you are authorised to do so;
   3. we are not involved in any way with the advice, content, information or representations given by you or relied on by you via the Site.
4. We do not represent that you will receive leads, or any particular number of leads, or as to the validity or quality of leads you may receive.
5. You acknowledge our services are provided on a non-exclusive basis.
6. It is your responsibility to ensure the accuracy, currency and truthfulness of the information you upload to the Site.
7. You must act in a manner which is consistent with our brand and does not diminish or jeoparise our reputation. Specifically:
   1. You must act professionally and with integrity in your dealings both with Vendors and with us;
   2. You must respond promptly and diligently to all leads and make reasonable efforts to provide competitive fees and high levels of service to Vendors; and
   3. You must comply with all laws applicable to the services you perform as an Agent, including (without limitation) maintaining a current real estate agent or agency licence and complying with the Australian Privacy Principles and Australian Consumer Law.
8. If we consider that you are not upholding the standards described in clause 15(h), we may remove or suspend you from the Site for such period as we determine in our sole and absolute discretion.
9. You must pay us the Fee if the Property is Sold while you are Engaged.
10. You authorise us to process payment of the Fee using your nominated payment method when we become entitled to the Fee.
11. If there is any problem processing payment using your nominated payment method, we will invoice You at any time after we become entitled to charge the Fee and You must pay our invoice within 7 days of issue, by electronic funds transfer to the bank account details included in the invoice or otherwise communicated by us.
12. All our prices listed on the Site are in Australian dollars (AUD) and exclude GST.
13. We reserve the right to amend our fees from time to time by updating these Terms or otherwise giving you notice in writing.
14. If you, in good faith, dispute whether the whole or part of an invoice is payable:
    1. you must (notwithstanding the dispute) pay the invoice in full by the due date for payment;
    2. you must give us written notice as soon as practicable (and in any event within 3 Business Days of receipt of the invoice) of the amount disputed and reasons for the dispute; and
    3. the parties must negotiate the dispute in good faith;
    4. upon the dispute being resolved, if the amount you paid in respect of the relevant invoice is determined to be greater than the amount which should have been paid, we will credit the next invoice issued with an amount equal to the over-payment, or refund the overpayment to you (at our absolute discretion);
15. If you default in the payment of any money payable under these Terms, or any other agreement between us and you, then (in addition to any other rights we may have) we may do one or more of the following:
    1. suspend your access to the Site;
    2. suspend any obligations we have under these Terms until the amounts owing are paid in full;
    3. interest at the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) on the unpaid Fee (or the balance owing from time to time) calculated from the due date to and including the day on which the unpaid money is paid in full.
16. You undertake and agree to reimburse us for all fees, costs or expenses (including legal costs on an indemnity basis or collection fees) we incur in connection with any failure by you to pay when due any amount pursuant to these Terms.
17. You must notify us via the app or by email to enquiry@propapp.com.au of:
    1. the sale price of the Property within 2 Business Days after a binding contract of sale is entered into for the Property; and
    2. settlement of the sale of the Property within 2 Business Days of settlement taking place.
18. You acknowledge and agree that you cannot pass on the Fee to the Vendor such that the Fee is payable by the Vendor in addition to the fees and commissions otherwise payable by a vendor under the Sale Authority.
19. Once you have tendered for the sale of the property on this Site (whether or not you were successful), it constitutes a breach of these Terms for you to engage the Vendor for the sale of the property outside of this Site (Off-Site Engagement).
20. An Off-Site Engagement is stealing, because you will have obtained a benefit from using our services and then failed to pay us the Fee owing for our services.
21. If you undertake an Off-Site Engagement, you agree to pay us, on demand:
    1. the fee that we would have received had the Vendor engaged you on the Site;
    2. interest at the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) on the unpaid fee (or the balance owing from time to time) calculated from the due date to and including the day on which the unpaid money is paid in full; and
    3. our legal costs, if any, on a full indemnity basis, and you irrevocably authorise us to charge your nominated payment method for the Fee without further notice to you.
22. You and the Agency each jointly and severally indemnify us against all claims, liabilities and loss (including legal costs on an indemnity basis) (Liability) that may be brought against us or which we may pay or incur as a direct or indirect result of any one or more of the following:
    1. any claims brought by or on behalf of any third party relating to information or content provided by you to us;
    2. without limiting sub-paragraph i) above, any claims alleging misleading or deceptive conduct, misrepresentation, or the infringement of any third party’s Intellectual Property Rights relating to information or content provided by you to us; and
    3. your wrongful, wilful or negligent act or omission.

1. This clause 16 only applies if you use the Site as a Vendor Advocate or VA Agency.
2. In this clause 16:
   1. Fee means the fee that we charge Vendor Advocates or VA Agencies from time to time for the provision of our services as set out in the Further Terms;
   2. Further Terms means the terms and conditions from time to time governing the use of our Site by a Vendor Advocate or VA Agency, including setting out the Fee and terms of payment of the Fee.
3. You acknowledge and warrant that:
   1. you are a properly qualified Vendor Advocate and hold a valid real estate licence (if required) under the relevant laws within the jurisdiction of operation;
   2. if you are acting on behalf of a VA Agency when using the Site, you are authorised to do so;
   3. you have express authority from the Vendor to use the Site in relation to the Property;
   4. we are not involved in any way with the advice, content, information or representations given by you or relied on by you via the Site; and
   5. we will share the details of any Property you Prelist with all Agents who use the Site unless you specify that the Prelist is intended to be tendered to specified Agents, and in that case we will only share the details of the Property you Prelist with the specified Agents.
4. You acknowledge our services are provided on a non-exclusive basis.
5. It is your responsibility to ensure the accuracy, currency and truthfulness of the information you upload to the Site.
6. You must notify us via the app or by email to enquiry@propapp.com.au of:
   1. the sale price of the Property within 2 Business Days after a binding contract of sale is entered into for the Property; and
   2. settlement of the sale of the Property within 2 Business Days of settlement taking place.
7. You must act in a manner which is consistent with our brand and does not diminish or jeoparise our reputation. Specifically:
   1. You must act professionally and with integrity in your dealings with Vendors, Agents and with us;
   2. You must respond promptly and diligently to all leads and make reasonable efforts to provide competitive fees and high levels of service to Vendors and Agents; and
   3. You must comply with all laws applicable to the services you perform as a Vendor Advocate, including (without limitation), where necessary, maintaining a current real estate agent or agency licence and complying with the Australian Privacy Principles and Australian Consumer Law.
8. If we consider that you are not upholding the standards described in clause 16(h), we may remove or suspend you from the Site for such period as we determine in our sole and absolute discretion.
9. You must enter into the Further Terms as a condition precedent to using our Site. The Further Terms will set out the particulars of the Fee and when we become entitled to charge the Fee.
10. If any provision in these Terms is inconsistent with a provision in the Further Terms, the Further Terms will prevail to the extent of any inconsistency.
11. You authorise us to process payment of the Fee using your nominated payment method when we become entitled to the Fee.
12. If there is any problem processing payment using your nominated payment method, we will invoice You at any time after we become entitled to charge the Fee and You must pay our invoice within 7 days of issue, by electronic funds transfer to the bank account details included in the invoice or otherwise communicated by us.
13. All our prices listed on the Site are in Australian dollars (AUD) and exclude GST.
14. We reserve the right to amend our fees from time to time by updating these Terms, the Further Terms or otherwise giving you notice in writing.
15. If you, in good faith, dispute whether the whole or part of an invoice is payable:
    1. you must (notwithstanding the dispute) pay the invoice in full by the due date for payment;
    2. you must give us written notice as soon as practicable (and in any event within 3 Business Days of receipt of the invoice) of the amount disputed and reasons for the dispute; and
    3. the parties must negotiate the dispute in good faith;
    4. upon the dispute being resolved, if the amount you paid in respect of the relevant invoice is determined to be greater than the amount which should have been paid, we will credit the next invoice issued with an amount equal to the over-payment, or refund the overpayment to you (at our absolute discretion);
16. If you default in the payment of any money payable under these Terms, or any other agreement between us and you, then (in addition to any other rights we may have) we may do one or more of the following:
    1. suspend your access to the Site;
    2. suspend any obligations we have under these Terms until the amounts owing are paid in full;
    3. interest at the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) on the unpaid Fee (or the balance owing from time to time) calculated from the due date to and including the day on which the unpaid money is paid in full.
17. You undertake and agree to reimburse us for all fees, costs or expenses (including legal costs on an indemnity basis or collection fees) we incur in connection with any failure by you to pay when due any amount pursuant to these Terms.
18. You acknowledge and agree that you cannot pass on the Fee to the Vendor or the Agent such that the Fee is payable by the Vendor or the Agent in addition to the fees and commissions otherwise payable by a Vendor or an Agent in relation to the sale of the Property.
19. Once you have Prelisted a Property on this Site (whether or not you were successful), it constitutes a breach of these Terms for you to engage the Agent for the sale of that Property outside of this Site (Off-Site Engagement).
20. An Off-Site Engagement is stealing, because you will have obtained a benefit from using our services and then failed to pay us the Fee owing for our services.
21. If you undertake an Off-Site Engagement, you agree to pay us, on demand:
    1. the fee that we would have received had the Vendor engaged you on the Site;
    2. interest at the rate fixed from time to time under section 2 of the Penalty Interest Rates Act 1983 (Vic) on the unpaid fee (or the balance owing from time to time) calculated from the due date to and including the day on which the unpaid money is paid in full; and
    3. our legal costs, if any, on a full indemnity basis, and you irrevocably authorise us to charge your nominated payment method for the Fee without further notice to you.
22. You and the VA Agency each jointly and severally indemnify us against all claims, liabilities and loss (including legal costs on an indemnity basis) (Liability) that may be brought against us or which we may pay or incur as a direct or indirect result of any one or more of the following:
    1. any claims brought by or on behalf of any third party relating to information or content provided by you to us;
    2. without limiting sub-paragraph i) above, any claims alleging misleading or deceptive conduct, misrepresentation, or the infringement of any third party’s Intellectual Property Rights relating to information or content provided by you to us; and
    3. your wrongful, wilful or negligent act or omission.

1. We may determine from time to time, to supply Products (including subscription-based services) through the Site for purchase by You.
2. If Products are supplied through the Site, then We may impose additional terms and conditions which apply to the purchase and supply of the relevant Products, by setting out the additional terms and conditions below in an addendum to this Agreement (Product Addendum). Any Product Addendum will form part of this Agreement and, unless otherwise stated, will override any inconsistent term in this document, to the extent of the inconsistency only.
3. By ordering and purchasing any Product from the Site, you agree:
   1. that you are bound by and will comply with the Product Addendum applicable to the Product;
   2. to pay the applicable fee for such Product (Fee); and
   3. to be bound to any set minimum term to use or purchase that Product (Term).
4. Where Products are subscription based or other periodically provided services, unless otherwise stated, you acknowledge and agree that each Term will automatically renew for successive Terms of the same duration unless you notify us, in writing and at least 30 days prior to the expiry of the current Term, that you do not wish to renew your use of the Product, or unless your use of the Product is otherwise terminated in accordance with this Agreement.
5. Unless otherwise stated and subject to clause 17(c), We will provide you with invoices in respect of the Fee at the start of each Term and you agree to pay the Fee by the date indicated on Our invoice.
6. We may require you to provide it with an authorisation to direct debit the Fee from your credit card or nominated bank account. Once authorisation is provided the Fee will be automatically debited by Us.
7. Unless otherwise stated, you may terminate any agreement for us to supply you with Products (being subscription or periodic based services) at any time with at least 30 days written notice to us. Unless provided for otherwise in this Agreement, this termination will come into effect on the same day of the month that corresponds with the date of your initial order for such Products, after the expiry of the 30 day notice period. You may also immediately terminate any agreement for us to supply you with such Products where we are in breach of this Agreement and the breach is not capable of remedy, or if it is in breach of this Agreement and fails to remedy that breach within 7 days of receiving written notice from you requiring us to remedy the breach.
8. We may suspend or terminate any order or agreement for us to supply you with Products:
   1. immediately if you are in breach of this Agreement and the breach is not capable of remedy or is a material breach;
   2. immediately if you are in breach of this Agreement and fail to remedy that breach within 7 days of receiving written notice from us requiring you to remedy the breach; or
   3. without cause, by giving 14 days’ notice to you.
9. Unless otherwise stated, upon termination of any order or agreement for us to supply you with Products:
   1. where such termination is pursuant to clause 17(h)(i) or 17(h)(ii), you must pay any unpaid amount of the Fee to us which would be owing over the remainder of the Term had such termination not occurred and you agree that, if an authorisation has been given in accordance with clause 17(f), the Fee may automatically be charged to your credit card or direct debited from your nominated bank account; or
   2. if the order or agreement is terminated under clauses 17(d), 17(g) or 17(h)(iii), then you must pay the Fee incurred up to the date upon which termination becomes effective only. We will refund you any unused portion of the Fee that you have prepaid, and which relates to any period after the effective date of termination, subject to clause 17(i)(iii).
   3. If you choose to terminate this Agreement in respect of the supply of any Products by cancelling without cause (for example, change of mind on retaining the subscription for the remainder of the Term) then you agree you will be entitled to a refund of a portion of prepaid Fees, calculated by reference to the cancelled proportion of your subscription, in accordance with the following:
      1. where the Term is greater than 6 months and the supply of Products is cancelled at any time before 6 months from commencement, you will be provided with a refund equal to a pro-rated portion of the Fee that exceeds a 6-month Term;
      2. where the Term is greater than 6 months and the supply of Products is cancelled at any time after 6 months from commencement, you will be provided with a pro-rata refund calculated by reference to the number of months remaining on the Term, less 20 percent ; and
      3. where the Term is less than 6 months, no such refunds for voluntary cancellation shall be available.
10. Termination of our supply of a Product to you will not of itself, unless stated by Us to the contrary, terminate your ability to use the Site or the Services.

We may provide you with customer support from time to time, at our discretion, provided you submit your enquiries to support@propapp.com.au.

1. You must not misuse the Site by introducing viruses, trojans, malware or other material, which is malicious or harmful.
2. You must not gain, or attempt to gain, unauthorised access to:
   1. the Site;
   2. the server on which the Site is stored; or
   3. any server, computer or database connected to the Site.
3. We will not be liable for any loss or damage caused by a virus, system failures or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material, due to your use of the Site or your downloading of any material or content posted on it, or on any website linked to it.
4. We recommend that all Internet users ensure they have up to date virus checking software installed.

1. We may, at any time and at our discretion, with or without cause or any notice to you, terminate, suspend or block your access to:
   1. any Account or Password (whether chosen by you or allocated by us);
   2. the Site (or our social media pages or any websites linked to the profiles of Third Party Providers); and
   3. any products and services offered on, or via the Site, our social media pages, or any websites linked to the profiles of Third Party Providers.
2. Cause for such suspension or termination may include:
   1. breaches or violations of these Terms, our policies and guidelines (including our Privacy Policy), and any other agreements entered into between the parties;
   2. requests by a court or law enforcement or other government agency or regulatory body;
   3. discontinuance of the Site or any websites linked to the Site (or any part of them); or
   4. unexpected technical or security issues or problems.
3. You agree that all such suspensions or terminations shall be made at our discretion, and we will not be liable to you or any third party for any such suspension or termination.

1. We shall not be responsible for any delay, suspension or failure to provide the Site (or any websites linked to the Site) arising out of a Force Majeure Event.
2. Force Majeure Event means an event or circumstance:
   1. that is beyond the reasonable control of a party;
   2. which that party is not reasonably able to prevent or overcome; and
   3. which prevents that party from performing a material obligation under these Terms, including, subject to satisfaction of the foregoing:
   4. extreme weather events, fire, flood, explosion or natural disaster;
   5. acts of war, riots, terrorism or vandalism;
   6. failure or shortage of supplies, equipment, materials or essential utility;
   7. pandemic, epidemic or other widespread threat to human health (including an outbreak or recurrence);
   8. computer hacking, internet interruption or virus or malicious damage;
   9. strike, embargo or industrial disturbance; or
   10. a change in applicable law.

1. A failure by us to:
   1. insist upon strict performance of your obligations under these Terms; or
   2. exercise any of the rights and remedies we are entitled to under these Terms, at any time, will not constitute a waiver of such rights or remedies and it will not relieve you from compliance with your obligations.
   3. If we waive a default, this does not constitute a waiver of any subsequent defaults.
   4. No waiver is effective unless it is expressly stated by us to be a waiver and is communicated to you in writing.

1. If any court decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, that term will be severed from the remaining terms to the extent of the invalidity, unlawfulness or unenforceability.
2. The rest of these Terms will continue to be valid, lawful and enforceable.

1. These Terms, our Privacy Policy, and any documents referred to in them and any other terms and conditions you may find on our Site, constitute the entire agreement between the parties, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements, between the parties relating to the subject matter.
2. Each party acknowledges that, in entering into these Terms, neither of us relies on, and subsequently will have any remedies for, any representation or warranty that is not set out in these Terms.
3. We may assign or sublicense any of our rights or obligations under these Terms at any time without obtaining your consent.

1. We reserve the right, in our discretion, to change, modify, add or remove any part of these Terms, in whole or in part, at any time.
2. Notification of the changes to these Terms will be posted on the Site. The changes will be effective immediately, unless expressed otherwise.
3. It is your responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to unsubscribe from the Site. Your continued use of the Site will be deemed as your acceptance.
4. The current version of these Terms is always available on our Sites.

No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship, is intended or created between you and us by Your use of this Site or by these Terms.

These Terms are governed by the laws of Victoria, Australia and each party submits to the exclusive jurisdiction of the courts of Victoria, Australia.

1. In these Terms, unless specified otherwise:
   1. Agency means the real estate agency employing or engaging the Agent;
   2. Agent means the real estate agent registered or applying for registration on the Site;
   3. Lead means information in relation to a Property or a Vendor provided by us;
   4. Intended Purpose means tendering the Property to Agents for the purpose of the sale of the Property;
   5. Prelisted means that you have uploaded a Property on our Site, and Prelist has a corresponding meaning;
   6. Property means the property that is registered with us by the Vendor or the Vendor Advocate;
   7. VA Agency means the vendor advocate agency employing or engaging the Vendor Advocate;
   8. Vendor means the registered proprietor or authorised representative of the registered proprietor of the relevant Property; and
   9. Vendor Advocate means the vendor advocate registered or applying for registration on the Site and includes the VA Agency.