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Offr Portal Terms & Conditions

These terms and conditions govern your use (“you”, “your”) of the Offr portal and related services (“Portal T&Cs”).

1. These portal T&C'S and information about Offr

1.1 Parties to these Portal T&Cs.

These Portal T&Cs apply between you and Offr Limited (“Offr”, “we” “our”), a limited liability company registered in Ireland (CRO Number 615047) having our registered office at Unit 6e, Nutgrove Office Park, Rathfarnham, Dublin 14 D14 A0X2.

1.2 Please read these Portal T&Cs carefully.

You acknowledge and agree that by submitting your registration to use our services or by using any part of the Offr services (including the Offr Button), you signify that you have read, understood, and agree to be bound by these Portal T&Cs and the Offr terms referenced in this agreement. If you do not accept these Portal T&Cs, you are not permitted to use the Offr portal or services.
You acknowledge and agree that by being registered as a Firm User (as outlined in clause 3.2) to use our services or by using any part of the Offr services (including the Offr Button) as a Firm User, you signify that you have read, understood, and agree to be bound by these Portal T&Cs and the Offr terms referenced in this agreement. If you do not accept these Portal T&Cs, you are not permitted to use the Offr portal or services as a Firm User. The terms “you” and “your” as used herein will also apply to Firm Users.
These Portal T&Cs contain both general terms for all types of users and specific terms dependent on what type of user you are (i.e. Vendor, Purchaser or any other professional adviser engaged by the Purchaser and/or Vendor to facilitate the transfer of property, the “Professional Adviser”).

2. Offr Services

2.1 What we do

We own and provide the Offr portal as customised with your branding (if applicable) and made available by Offr for access through the Offr website https://offr.io/ (the “Offr Website”), download or any such other method as provided by us from time to time (the “Offr Portal”). We also provide the Offr Service, which is defined below.

2.2 Offr Service

We provide a digital platform, accessed via the Offr Portal, which facilitates and streamlines the buying and selling of property, by presenting the information relating to the sale, managing the collation of offers relating to the property, communicating with, and connecting, all relevant parties, whether through an auction sale governed by the Auction T&Cs or through a private sale governed by the Private Treaty T&Cs (“Offr Service”), namely:

Any person or company that advertises property for sale on the Offr Portal (“Estate Agents”);
Any person who has registered on the Offr Portal with the intention of placing an offer on a property (“Purchaser”);
The person or company selling a property or, if applicable, that person’s personal representatives (“Vendor”); and
the registered legal practitioner or firm of legal practitioners engaged by the Vendor and/ or Purchaser to assist with the property transaction (“Solicitor”).

2.3 Purchase of property

These Portal T&Cs do not govern the process for submitting offers on property. This process shall be governed by the Private Treaty Terms (available here) or Auction terms (available here) (as applicable).

3. Accessing the Offr Portal

3.1 Registration

To access and use certain Offr Services, you must:

have read, understood and agree to be bound by these Portal T&Cs, the Offr Website terms (available here) and our Privacy Notice (available here );
be at least 18 years old;
in the event you are an Estate Agent, provide any applicable registration number for your regulatory body (if any) in compliance with local laws and regulations; and
register and set up a Firm Account (see clause 3.2 below) or a user account with a username and password (your “MyOffr Account”).

3.2 Firm accounts

If you are an Estate Agent, Professional Adviser, chargeholder or similar representative of a Vendor or Purchaser, subject to you providing any reasonable information required by Offr and if approved by Offr, permit you to register an account linked to your firm, company, corporation or other body corporate (the “Firm Account”).

3.3 Administrators

Once a Firm Account has been granted by Offr, your firm, company, corporation or other body corporate (as applicable) will then be permitted to grant access to those employees or officers of your firm who are authorised by you to use the Offr Services (“Firm Users”). You will be responsible for ensuring each Firm User is familiar with their obligations under these Portal T&Cs, including the obligations outlined in clause 1.2(b) above. You will assign at least one Firm User who will be granted certain administrative privileges in respect of the Offr Services by the other Firm Users, including assigning a Digital Identity as outlined in clause 10.1.

3.4 Responsibility for Firm Users

If we grant you the usage rights outlined in clause 3.2, then you will ensure any Firm Users use the Offr Services in accordance with these Portal T&Cs and you shall be responsible for any Firm User’s acts or omissions in connection with the Offr Services, including any breach of these Portal T&Cs, as if the same were an act or omission of your firm, company, corporation or other body corporate (as applicable) itself.

3.5 Your Information

You warrant that all information you provide to us during registration of your MyOffr Account and/or Firm Account, and that is otherwise provided or uploaded by you (or on your behalf) via the Offr Portal is true and accurate at all times. You agree that you will provide us with any additional information that we may reasonably require to verify your identity or details you provided during registration.

3.6 Login Details

You are responsible for maintaining the confidentiality of your login details and any use of the Offr Portal made using your login details to your MyOffr Account, Firm Account and/or Firm User account. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. If you have any concerns that your MyOffr Account, Firm Account and/or Firm User account may have been misused, you should contact us at support@offr.io to let us know.

3.7 No liability for unauthorised use of your login credentials

Offr accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 3.6.

3.8 KYC Complience

As further detailed in our Privacy Notice, information you provide to us for KYC purposes will be used to carry out sufficient and risk-based due diligence checks on individual users as required under respective anti-money laundering and know your customer (“KYC”) legislation.

3.9 KYC Verification

On request by us, you will provide us or our KYC Partner with anti-money laundering and know your customer KYC verification and checks. We or our KYC Partner may collect the required information from you in accordance with clauses 3.8, 3.9 and 3.10. In the event you are acting as a Purchaser or Vendor, the Estate Agent may also request separate KYC verification and checks and may collect any required information from you. You acknowledge and agree that the Estate Agent may carry out their own KYC verification and checks required from a Purchaser or Vendor in relation to the sale of a property to the level they determine appropriate.

3.10 Additional KYC

If you are a Purchaser or Vendor, we are entitled to request further information once an offer has been accepted on a property (as required by applicable KYC legislation). You warrant to provide such additional information as and when requested and that such information is true, accurate and complete.

4. The Offr Portal

4.1 The Offr Portal may occasionally be unavailable.

To the fullest extent permitted by law, the Offr Services and the Offr Portal, its content and functionality, are provided on an “as is” and “as available” basis, and we make no warranty, representation or guarantee whether express, implied or statutory, with respect to the Offr Services and the Offr Portal, its content, functionality or availability. Access to the Offr Portal may be suspended temporarily and without notice in the case of system failure, emergency maintenance emergency upgrades or emergency repairs.

4.2 Maintenance Windows

Without limitation to clause 4.1, the Offr Portal will be unavailable, and no auctions or property transactions will be permitted to take place, during: (i) the time ranges notified to you in advance by Offr, to allow Offr to carry out planned maintenance, upgrades or repair (“Agreed Maintenance Window”); and (ii) any period outside the Agreed Maintenance Window where unscheduled maintenance, upgrades or repair is performed, provided that Offr has used reasonable endeavours to give you advanced notice.

4.3 We are not required to monitor use of the Offr Service

Offr may, but is not required, to monitor and/or review your use of the Offr Service. If Offr becomes aware of any possible violations by you of any provision of these Portal T&Cs, Offr reserves the right to investigate such violations. You acknowledge that we have limited control over any user content uploaded/hosted as part of provision of the Offr Service and we do not purport to monitor the content. You are solely responsible for quality/accuracy of content and the legality by which it acquired relevant data.

4.4 Software Updates

From time to time, Offr may (without notice and at Offr’s sole discretion) introduce updates to the Offr Portal, for example to introduce new and/or improved functionality. We may require you to update the Offr Portal in order to continue using the Offr Service.

4.4 Third Party Software

Offr is not obliged to customise any part of the Offr Portal to ensure compatibility with any third party software.

5. Third party services used by the Offr service

5.1 Third Party Providers.

We utilise certain third-party providers to provide the Offr Service to you, including a Payment Facilitator, Signature Partner and/or KYC Partner (defined below). These third-party providers are utilised by us as follows:

In addition to manual payment transfers, you have the option of using our integration partner to provide payment facilities to you and facilitate the purchase of property via the Offr Portal and to process Single Euro Payments Area (SEPA) payments. Stripe Payments UK Ltd, a registered electronic money institution with the UK’s Financial Conduct Authority (FRN: 900461) is our integration partner providing this service, the “Payment Facilitator”. To use this service, you are required to register an account with the Payment Facilitator;
we offer you the option of arranging the execution of any documents - including the formal agreement between a Vendor and the Estate Agent in the form available within the Offr Portal (the “Property Sales Agreement”) and the contract to be entered into by a Vendor and a Purchaser to provide for the sale of a property (which may or may not be on template terms provided by an applicable regulatory body, as determined by Offr) (the “Contract for Sale”) – via our document execution partner. This is currently DocuSign UK Limited, a company incorporated and registered in England and Wales with company number 10308354, the “Signature Partner”; and/or
in the event you are acting as an Estate Agent we can provide KYC checks through our KYC partner (currently Onfido Limited, a company incorporated and registered in England and Wales with company number 07479524), the “KYC Partner”,

(the “Third Party Providers”). You acknowledge that your use of such third party services will be subject to the applicable Third Party Provider’s terms and conditions and privacy policies. If you are having technical issues with any of the Third Party Providers, you should address such issues relating to such Third Party Provider directly.

5.2 Right to change Third Party Providers

We reserve the right to use other Third Party Providers and/or change the current Third Party Providers from time to time upon providing you reasonable notice.

6. What these portal T&C's do not cover

6.1 Third party engagements.

The Offr Portal and Offr Service is offered as a platform which enables Vendors to sell property to interested Purchasers with any advice and assistance relating to such sale to be provided by independent Professional Advisers. As such, these Portal T&Cs do not govern the individual legal relationships between any users, including:

Vendors and Purchasers for the completion of a purchase of property, which shall be governed by the Contract for Sale;
Vendors for the engagement of their Estate Agent, which shall be governed by the Property Sales Agreement; or
Vendors and Purchasers for the engagement of their respective Solicitors, which shall be governed by the professional engagement between a Purchaser and/or Vendor with their respective Solicitors.

6.2 Address advice complaints to the Professional Adviser

If you are a Purchaser and/ or Vendor and have an issue with any advice given by your Professional Adviser, you should address any such issue or complaint to the relevant Professional Adviser directly.

7. User Specific Aknowledgements

7.1 Key warnings.

As these Portal T&Cs do not govern all the legal relationships between the users of the Offr Portal in relation to the sale of the property, you expressly acknowledge the following warnings outlined in this clause 7 depending on your role in the property transaction.

The following section applies to both Purchasers and Vendors:

7.2 Appoint Professional Advisers

We strongly recommend that you appoint independent Professional Advisers and surveyors to examine the condition of a property and arrange for them to consider and advise you on all aspects of a prospective sale or purchase of property. All listings and offers made should be based solely on independent due diligence. As a Purchaser and/ or Vendor on the Offr Portal you warrant to us and we will assume that all relevant documents for a property have been read and considered before a property is listed or an offer is placed and that all relevant documents have been shown to and considered by the Professional Advisers.

The following section applies to Vendors:

7.3 Vendor obligations in relation to the property

As a Vendor on the Offr Portal, you acknowledge and agree that, in relation to any property which a Purchaser listed via the Offr Service:

we will disclose to Purchasers on the Offr Portal the fact that you are the Vendor of such property;
the Purchaser is entering into a contract with you, not with Offr, and you are responsible and liable to the Purchaser for carrying out your obligations under that contract;
any queries and complaints in relation to the property are directed at, and are the responsibility of, you or your Estate Agent rather than Offr; and
the Contract for Sale will apply to the sale of any property by you to a Purchaser, and any compliance with such Contract for Sale is between the parties to that agreement only.

The following section applies to Purchasers:

7.4 Purchaser obligations in relation to the property

As a Purchaser on the Offr Portal, you acknowledge that whenever you make a purchase of a property:

Purchaser obligations in relation to the property. As a Purchaser on the Offr Portal, you acknowledge that whenever you make a purchase of a property:
we will disclose to the Vendor on the Offr Portal the fact that you are the Purchaser of such property;
the Vendor is entering into a contract with you, not with Offr, and you are responsible and liable to the Vendor for carrying out your obligations under that contract; and
the Contract for Sale will apply to the purchase of any property by you from a Vendor, and any compliance with such Contract for Sale is between the parties to that agreement only.

The following section applies to Estate Agents:

7.5

You warrant and represent that you are legally authorised and duly licensed by the applicable regulatory body or (where there is no such regulatory body in your jurisdiction) are otherwise are legally permitted to advertise the relevant property for sale on the Offr Portal.

The following section applies to Professional Advisers:

7.6 Professional Advisers

These Portal T&Cs are not intended to govern the professional relationships between Professional Advisers and clients. If your client authorises you to act on their behalf in relation to the sale of a property, you will be responsible and liable to your client and/or Offr for any sections in these Portal T&Cs expressly stated as applying to Vendors or Purchasers (as applicable) and Solicitors to the extent you have agreed to act on their behalf.

8. Fees

8.1 Outline of Fees

If applicable, we will set out any Fees payable by you in the written or online document, form or process, which you agree to for the provision of the Offr Service, including any special terms agreed between you and us, and referencing these Portal T&Cs (the “Access Request”).

8.2 Free access to services.

Some services may be provided by us at no cost and without the need for an Access Request. Offr reserves the right to unilaterally change the access rights granted in clause 8.1 upon sixty (60) days’ written notice, including requiring you to complete an Access Request to pay a commercially reasonable fee for continued access to the Offr Service. In such an event, you are not obliged to continue with the Offr Service and may terminate the same at any time upon giving written notice to us.

8.3 Invoicing frequencies

If applicable, Offr shall invoice you the Fees for access to the Offr Service payable by you at the frequency specified in the Access Request.

8.4 Payment timescales

You shall pay the Fees within thirty (30) days of the date of the invoice and without set-off, counterclaim or deduction. If any amounts due to us remain unpaid ten (10) days after we issue a non-payment notice to you, such overdue amounts will attract interest at the rate of four per cent (4%) per annum above the base rate of the Central Bank of Ireland.

8.5 Taxes

The Fees invoiced are exclusive of taxes, and you shall also pay applicable taxes and duties (including withholding taxes, value added tax, or other taxes but excluding income taxes imposed on us) at the same time as you pay the Fees. If required by local law, we will provide a tax invoice that satisfies local law requirements

8.6 Adjustments to the Fees

We may adjust the basis for calculating the Fees by providing you with not less than ninety (90) days’ written notice. The Fees will be payable, as adjusted, by the next invoice date after this notice period.

9. Data Protection

9.1 Processing personal data

We will process your personal data in accordance with our Privacy Notice.

9.2 Please read third party privacy notices

When you access services of third parties and our integration partners, they will process personal data to provide the services to you and for other purposes. For more information please refer to third party privacy notices, including the privacy notices of our integration partners Stripe and Docusign.

9.3 When we act as processor

If you as a controller upload any materials in the Legal Document Vault (as defined below), we will act as processor in relation to any personal data in those materials processed on your behalf in accordance with our Offr Data Processing Terms.

9.4 Data Security

Further information about how we secure your data can be found in our Security Policy.

10. Use Restrictions

10.1 Assigning a Digital Identity.

You will be assigned a digital identity within the Offr Portal (by us or in the case of a Firm User, the administrator of your Firm Account) that will govern the channels, content, data and information you will be permitted to access (the “Digital Identity”). You acknowledge and agree that you understand the channels, content, data and information within the Offr Portal you are permitted to access and will bring any unauthorised access immediately to our attention. The Firm Account administrator or administrators outlined in clause 3.3 will be solely responsible for setting and maintaining the Digital Identity for each relevant Firm User.

10.2 Access Restrictions in line with your Digital Identity.

You shall not attempt, directly or indirectly, to gain access to any restricted part of the Offr Service which you are not entitled to access in accordance with your Digital Identity, under these Portal T&Cs.

10.3 You are responsible for complying with the law

You are responsible for ensuring that you comply with all applicable legislation.

10.4 Do not commit fraud

You warrant that you will not create fraudulent accounts. You also warrant that you will not use any fraudulent, illegal or otherwise dishonest activities in relation to the property transaction. In the event of suspected fraud, we may contact you using the contact details you provided to us during the Offr registration process and may share your data with third parties without your consent for the purposes of preventing or detecting fraud (such as law enforcement officials).

10.5 Do not misuse Offr.

You must only use the Offr Portal for its intended purposes and in accordance with these Portal T&Cs and Offr’s documentation (available on the Offr Website) governing the use of the Offr Portal. Offr is not responsible for any damage or loss you suffer as a result of misusing the Offr Portal. You must not use or access the Offr Portal in order to build a competing product or service and any features of the Offr Portal or the Offr Service which you can access only through use of the Offr Service shall be deemed to be the confidential information of Offr.

10.6 Do not publish offensive or malicious content.

You will not publish or disseminate material that infringes or may infringe the rights (including Intellectual Property Rights) of any individual, entity or other third party or that is unlawful, misleading, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the Offr Portal by any other user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction. You are also responsible for ensuring that any data that you upload to the Offr Portal does not contain any malicious content or technologically harmful material which could damage Offr’s systems or compromise the Offr Portal and/or Offr Service.

10.7 No spamming.

Do not publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam, chain letters, pyramid schemes etc.) on the Offr Portal or to any other user of the Offr Portal.

10.8 Do not do anything to bring Offr into disrepute.

You will not publish or disseminate any material that brings or may bring Offr into dispute or disrepute or in any way damages the standing or reputation of either Offr or the Offr Service.

10.9 Certain standards apply to any content.

The content standards set out in this clause 10.9 and clause 10.10 (“Content Standards”) apply to any and all material which you send to us via the Offr Portal and/or the Offr Website (“Contribution”). The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. A Contribution must: (i) be accurate (where it states facts); (ii) be genuinely held (where it states opinions); and comply with the law applicable in Ireland and in any country from which it is posted.

10.10 You must ensure any Contribution does not breach the following. A Contribution must not:

be defamatory, offensive, hateful, deceptive, threatening, abusive or in contempt of court;
promote sexually explicit material, violence, discrimination or any illegal activity;
infringe any copyright, database right or trade mark of any other person; breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or
contain any advertising or promote any services or web links to other sites.

10.11 We decide if Contributions breach the Content Standards

We will determine, at our discretion, whether a Contribution breaches the Content Standards

11. Security

11.1 Do not hack or misuse the Offr Portal..

You must not misuse the Offr Portal by knowingly introducing viruses or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Offr Portal, the server(s) on which the any part of the Offr Portal is hosted or any other server, computer or database connected to the Offr Portal, or to reverse engineer or decompile it (except to the extent expressly permitted by law). You must not attack the Offr Portal via any form of denial-of-service attack.

11.2 Hackers will be prosecuted.

By breaching clause 11.1, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

11.3 Anti-virus measures.

We use reasonable endeavours to ensure that the Offr Portal is secure and does not contain or disseminate any viruses or material which is malicious or technologically harmful. However, we do not guarantee that the Offr Portal will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the Offr Portal. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on your device.

11.4 Do not upload malicious content.

You are responsible for ensuring that any data that you upload to the Offr Portal does not contain any malicious content or technologically harmful material which could damage Offr’s systems or compromise the Offr Portal and/or Offr Service.

11.5 Suspicious Activity.

Offr is entitled to delay the sale of property (in full or in part) in cases where we suspect any criminal activity or any non-compliance with applicable anti-money laundering legislation without liability.

12. Your content

12.1 Your content

You confirm that any images, text, documents and/or data you share, upload or otherwise provide Offr in relation to these Portal T&Cs or your use of the Offr Services and/or Offr Portal including via any in-app chat support and if applicable, content uploaded to the Legal Document Vault (as outlined in clause 16) (“Your Content”) will not breach these Portal T&Cs.

12.2 You grant us a licence to use your data.

We do not claim ownership in Your Content and ownership will remain with you (or the relevant third party owner). You grant Offr a perpetual, worldwide, non-exclusive, royalty free, transferable licence to use your data for the purpose of providing the Offr Portal and Offr Services, including but not limited to displaying, distributing, adapting, publishing, copying, editing, exploiting and creating derivative data relating to all such data (including, where applicable, allowing other users to see Your Content). Please note, this clause 12.2 does not apply to any content uploaded to the Legal Document Vault which shall be governed by clause 16.6.

12.3 Your ownership of Your Content.

You warrant that you are the owner of Your Content or you are otherwise authorised to grant us the above licence for any of content owned by a third party that you include in Your Content.

13. Intellectual Property Rights

13.1 We own or license all intellectual property in the Offr Service

Offr (or our licensors, as applicable) owns all Intellectual Property Rights in the Offr Service, all content displayed on the Offr Portal and the Offr Button, including but not limited to all trade marks, patents, copyrights, database rights and other Intellectual Property Rights of any nature and all underlying software code (“Offr Content”). Those works are protected by copyright laws and treaties around the world. No right, title, or interest in or to the Offr Content is transferred to you, and you are only granted the limited use rights set out in these Portal T&Cs.

13.2 Licence to use the Offr Portal.

As long as you comply with these Portal T&Cs, Offr grants you a limited, non-exclusive, non-transferable, revocable licence for the term of these Portal T&Cs to access and use the Offr Portal:

if you are acting in the course of your employment or business, for the internal business use of your employer or business only; and
if you are acting as a consumer, for your personal use only.

13.3 Do not copy or redistribute the Offr Portal or any content in the Offr Portal.

You must not copy, scrape, extract, reproduce, modify, license to any third party, or sell or offer to sell to any third party any data from the Offr Portal including the Offr Portal itself. You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the Offr Portal.

13.4 Do not interfere with any trademarks or copyright.

You will not interfere with or attempt to remove any trademark or copyright notices from any content on the Offr Portal.

13.5 Derivative works.

Offr shall own all Intellectual Property Rights in any derivative works created by Offr from any data you share with Offr or submit or upload as a result of using the Offr Portal and you waive any moral rights that you may have in any such data.

13.6 Transactional Information.

Excluding any content uploaded to the Legal Document Vault, your “Transactional Information” is information about the way you use the Offr Portal, any property transactions you make or are involved in (e.g. property address, time and value of transaction, etc.) and any suggestion, enhancement request, recommendation, correction or other feedback. We shall have the right to collect and retain such Transactional Information in order to provide the Offr Service and any other ancillary services, as further detailed in the Privacy Notice. As such, you grant to us a worldwide, perpetual, irrevocable, royalty-free licence (with a right to grant sub-licences) to use and create derived data from the Transactional Information.

14. Offr Button & Customisation

14.1 Access to the Offr Button

On request, we may grant you permission to incorporate Offr’s API (in the form of a button, customisable through the Offr Portal (“Offr Button”)) onto a website, software or application owned, or licensed, by you (the “User Platform”). If we do so, we are granting you a non-exclusive, revocable licence to use the Offr Button on your User Platform for the term of these Portal T&Cs. You agree that the Offr Button will link to a customisable version of the Offr Portal and your use of the Offr Button will be in accordance with these Portal T&Cs and any reasonable written guidelines or instructions provided by us from time to time.

14.2 Customisation.

Where we assist you to provide a customised Offr Button and customised display of the Offr Portal, you grant us a non-exclusive, limited, revocable licence to use your branding, logos and trademarks for the purpose of creating, displaying and providing the customised version of the Offr Button and Offr Portal to you (and your User Platform visitors). You warrant that you are the owner of such branding, logos and trademarks or you are otherwise authorised to grant us the above licence for any such branding, logos or trademarks used in the Offr Button and Offr Portal.

14.3 Other uses of the Offr branding.

You must request prior approval for any other use of any Offr trademark, domain name, logo or branding. Offr shall review the proposed use within a reasonable time and shall not unreasonably refuse or delay approval, but any use may be made subject to reasonable conditions to protect Offr’s intellectual property rights.

15.Property Transactions

15.1 Compliance with the law.

You must comply with all applicable laws in listing a property, placing an offer on a property or completing the purchase of a property. On request, you shall provide to us any information which is reasonably required by us, including under any applicable laws.

15.2 Required information.

Each prospective Purchaser must, before an offer on a property can be made, provide all information required pursuant or in relation to any applicable anti-money laundering laws or any other laws, as further outlined in the Private Treaty Terms and Auction terms.

15.3 Withdrawal of a property.

Purchasers acknowledge and understand that a property may be sold or withdrawn prior to, or during, the time for which a property is marketed on the Estate Agent’s website (the “Marketing Period”), the Estate Agent shall determine the length of the Marketing Period in relation to that property.

15.4 Information available during the Marketing Period.

Information for a property will be available for the Marketing Period to allow interested parties sufficient time to carry out their due diligence prior to placing an offer.

15.5 Cancelling or suspending the property sale processes.

In the event of any issue arising which materially affects the viability of the property sale process, Offr reserves the right to, but is not obliged to, suspend or cancel its part in the process relating to the potential sale of a property. If this occurs, Offr will endeavour to provide all interested parties with as much notice as possible. Offr further reserves the right, up to the date of signature and exchange of a binding Contract for Sale, to declare all results of the process relating to the potential sale of a property as being null and void without any liability attaching to Offr whether under these Portal T&Cs, at common law or otherwise.

15.6 Offr may refuse an offer.

Offr may, without providing any reason, refuse to accept an offer on a property.

15.7 Disputes

If there is a dispute over the conduct of any of the processes conducted on the Offr Portal, including in relation to the proposed sale of a property, over the placement of offers, or any other dispute relating to the conduct of the proposed sale of a property, Offr will make any appropriate investigations but Offr’s decision on the issue is final.

16. Legal Document Vault

16.1 Access to the Legal Document Vault.

Offr provides a facility within the Offr Portal (the “Legal Document Vault”) which allows certain users (depending on their Digital Identity) to access the Contract for Sale, documents of title and other documents listed or referred to in the Contract for Sale relating to a property (“Legal Documents”). You will only be entitled to upload Legal Documents to the relevant Legal Document Vault if you are a Solicitor and your Digital Identity allows such uploads, all other users’ access is restricted to read-only.

16.2 Solicitors must update information.

Solicitors must update information. As a Solicitor, you shall, to the best of your knowledge, ensure that any content uploaded to the Legal Document Vault is (and remains) accurate, complete and up-to-date.

16.3 Addition of documents to the Legal Document Vault.

Further and/or updated versions of the Legal Documents may be added to, and the Legal Documents may be removed from, the Legal Document Vault during the property sale process, by Offr at the request of an authorised Firm User (for example, in the event that documents are mistakenly uploaded) or by the relevant Firm User acting for any of the parties to the transaction with the correct Digital Identity.

16.4 Obligation to review Legal Documents.

It is your obligation to regularly review the Legal Documents and ensure they are accurate, complete and up-to-date.

16.5 Offr is not responsible for the contents of the Legal Document Vault

No representation or warranty, express or implied, is made or given by Offr as to the adequacy, accuracy, reliability or completeness of the information in the Legal Document Vault or as to the reasonableness of any assumptions on which any of it is based. Offr will not be responsible for the content of, or otherwise reviewing, any Legal Documents uploaded to the Legal Document Vault.

16.6 Licence to Legal Documents.

We do not claim ownership in any Legal Documents and ownership will remain with you (or the relevant third party owner). You grant Offr a revocable worldwide, non-exclusive, royalty free, licence to use the Legal Documents for the purpose of providing the Offr Portal and Offr Services, including displaying and distributing the Legal Documents.

16.7 Authority to act

It is the Solicitor’s responsibility to obtain their client’s permission to use the Offr Portal and upload any documents on their behalf, each Solicitor must ensure it is acting in compliance with their legal and professional obligations to their client when using the Offr Portal, including complying with any applicable confidentiality obligations. For the avoidance of doubt, Offr gives no warranties or representations in relation to the obligations placed on Solicitors in this clause 16.7, nor does Offr check compliance of Solicitors with this clause 16.7.

16.8 Legal Communications.

Offr also provides a facility within the Offr Portal which allows the Vendor and Purchaser’s Solicitors (with the correct Digital Identities) during the Sale Agreed Period (as such term is defined in the Private Treaty Terms) to exchange communications and share the Legal Documents solely with each other that will not be generally available to other users of the Legal Document Vault.

17. General Disclaimers

17.1 Information on the Offr Portal.

The content on the Offr Portal is provided for general information only, it is not intended to amount to advice on which you should rely. Offr make no representations, warranties or guarantees, whether express or implied, that the content on the Offr Portal is accurate, complete or up-to-date. If you are relying on any content including content uploaded by another user then it is your responsibility to check such content is accurate, complete or up-to-date.

17.2 Professional advice.

The Offr Service is provided for general information only. It is not intended to amount to advice on which you should rely.

17.3 Property inspections.

It is strongly recommended by Offr that all interested parties make every effort to personally inspect a property and neighbouring area and where possible arrange to have it professionally surveyed prior to placing an offer on a property. Offr is a mere conduit for the property descriptions and shall not be responsible for any errors or omissions of description or for the condition of any property.

17.4 Marketing Information.

Offr accepts no liability for any information, statement, description, quantity or measurement contained in any advertisements or given orally or contained in any brochure, catalogue, letter, report, docket or hand out made available through the Offr Portal (“Marketing Information”). Such Marketing Information is passed through Offr as a mere conduit for illustration purposes only and is neither adopted by Offr as its own nor to be taken as matter of fact. Any mistake, omission, inaccuracy or mis-description given orally or in the form of any Marketing Information shall not give rise to any right of action, claim, entitlement or compensation against Offr.

17.5 Particulars.

We may make available to you written notes containing detailed information in relation to a property prepared by the Estate Agent (also available on their website) (the “Particulars”). You acknowledge, understand and agree that the Particulars have not been prepared by a solicitor and are not intended to form part of an offer or Contract for Sale.

17.6 Plans and Photographs.

Any plans and photographs shown on the Offr Portal are included for marketing purposes only. They are not necessarily drawn to scale and any arrows or outlines on plans or photographs are merely to assist you in finding a property, not for the purpose of indicating legal boundaries.

17.7 Copies.

If Offr gives information, or a copy of a document, which has been provided by any third party, this is done solely on the basis that Offr is not responsible for the accuracy of that information or document.

17.8 Valuations.

Any estimates as to the current or future rental values affecting any property made by Offr are not to be treated as valuations but only estimates. You should consult your Professional Advisers to establish whether such estimates or suggestions are accurate.

18. Our liability to you

18.1 We do not exclude liability for death or injury or other specified losses.

Nothing in these Portal T&Cs will operate to exclude or limit either party’s liability:

for death or personal injury caused by its negligence;
for any fraud or fraudulent misrepresentation;
to the extent that such liability cannot be excluded or limited under applicable law (including under any consumer guarantees which apply to you).

18.2 Exclusion of certain losses:

Offr will have no liability to you (whether in contract, tort (including negligence) or otherwise) for any loss of profit, loss of revenue, loss of sales, business or business opportunity, loss of agreements or contracts, wasted expenditure, anticipated savings, damage to reputation or loss of goodwill, in each case, whether direct or indirect; or indirect, consequential or special loss.

18.3 What Offr is not liable for

Offr provides a platform which connects you to other parties and services (including with Third Party Providers), and tracks your involvement in, and facilitates your use of, those other services. If something goes wrong with those other services, Offr is not liable in any way and you should contact the relevant third party or service provider in relation to the same. Offr is not responsible for any advice given between users, for example Professional Advisers to their respective Purchasers and Vendors.

18.4 Offr’s aggregate financial liability.

Subject to clauses 18.1, 18.2, 18.3, and 18.6, Offr’s aggregate liability to you under or in connection with these Portal T&Cs or your use of the Offr Portal and/or Offr Service for all claims, loss or damage , whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall not, in respect of all events occurring in any Agreement Year, exceed ten thousand euros (€10,000).

18.5 Defective digital content.

Subject to clause 18.4, If you are acting as a consumer (as defined under applicable laws), then in the event that the Offr Portal is deemed to be defective digital content that Offr has supplied, for example if the Offr Portal damages your device or other digital content owned by you, and this is caused by Offr’s failure to use reasonable care and skill, Offr will either repair the damage or pay you compensation. However, Offr will not be liable for damage that you could have avoided by following Offr’s advice to install the latest software update offered to you free of charge or for damage that was caused by you using the Offr Portal in a manner that Offr does not authorise, or for you failing have in place reasonable anti- virus software or the minimum system requirements required to use the Offr Portal.

18.6 Agreement Year.

For the purposes of this clause 18, “Agreement Year” shall mean a twelve (12) month period commencing on the date of first access by you of the Offr Portal or submission of your registration for an Offr account (whichever occurs first) and each anniversary thereof.

19. Suspension & Termination

19.1 If you breach these Portal T&Cs.

Offr is entitled to immediately temporarily or permanently withdraw your right to use the Offr Portal, Offr Website, any other Offr services and terminate any or all of these Portal T&Cs, Website T&Cs, Privacy Policy and Cookie Policy and revoke the licence and rights granted in clause 13.2and if applicable, clauses 14.1and 16.1, (including disabling your login credentials), if you fail to comply with any provision of these Portal T&Cs.

19.2 Temporary Restrictions

Offr may temporarily suspend your login credentials if we suspect or detect (in our sole opinion) any suspicious or illicit activity (e.g. unusual login attempts).

19.3 Consequences of Termination.

Following termination of these Portal T&Cs for any reason:

you shall immediately pay to Offr any Fees due to Offr under these Portal T&Cs or any other applicable terms at the date of termination; and
you shall (at your cost) return (or at our option, destroy) all copies any confidential information specified by Offr which are in your possession
the rights granted in clauses 12.2, 13.6 and 16.6 shall persist post termination.

19.4 Rights prior to termination.

The termination for any reason of these Portal T&Cs shall not affect any right and/or liability of any party which has accrued before expiry or termination, or the continuance in force any provision of these Portal T&Cs which expressly or by implication is intended to survive termination.

20. General

20.1 Interpretation

In these Portal T&Cs, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

20.2 These Portal T&Cs may get updated.

We may revise these Portal T&Cs to make minor and/or technical changes at any time by posting an update on this page or to make material changes by providing you with one month’s prior notice. Your continued use of the Offr Portal and Offr Service after any such change constitutes your acceptance of the new Portal T&Cs and they will be binding on you. You should therefore check this page from time to time to review the current version of the Portal T&Cs. These Portal T&Cs were most recently updated on 14th October 2020.

20.3 Assignment.

We may transfer our rights and obligations under these Portal T&Cs to another organisation. We will always tell you in writing if this happens. You must not transfer your rights or your obligations under these Portal T&Cs to another person or entity unless we give you prior written consent.

20.4 No rights for third parties.

These Portal T&Cs do not give rise to any rights for a third party to enforce any of these Portal T&Cs, except as expressly set out in these Portal T&Cs.

20.5 Publicity.

During the term of these Portal T&Cs, we shall be entitled to publicise the fact that these Portal T&Cs has been entered into between us and if applicable, to reference your name and logo on our promotional materials.

20.6 No waiver.

If Offr do not insist immediately that you do something you are required to do under these Portal T&Cs, or if Offr delay in taking steps against you in respect of you breaching these Portal T&Cs, that will not mean that you will not have to do those things, and it will not prevent Offr from taking steps against you at a later date.

20.7 Severance.

If any provision or part-provision of these Portal T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Portal T&Cs.

20.8 Governing law and jurisdiction.

These Portal T&Cs (and any non-contractual obligations arising out of or in connection with these Portal T&Cs and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with the laws of Ireland and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland. Notwithstanding the foregoing, if you are acting as a consumer (as defined under applicable laws) when entering into these Portal T&Cs, you shall have the right to bring and defend claims in the courts located in your home jurisdiction.

21. Contact Details

21.1 How we may contact you.

If Offr need to contact you, we may do so using the contact details you provided upon registration with Offr.

21.2 Offr’s contact details.

Email: info@offr.io
Telephone:+353 (0)76 888 6888

21.3 In-app chat support.

If made available to you, you can also contact us by using the in-app chat support function within the Offr Portal. The Offr customer support team will normally respond to requests within one (1) business day.

Offr Auction Terms & Conditions

1. Introduction

1.1 What we do.

We own and provide the Offr portal which facilitates and streamlines the buying and selling of property and is made available by Offr for access through the Offr website (available here), download or any such other method as provided by us from time to time (the “Offr Portal”).

1.2 Please read these Auction T&Cs carefully.

By registering in a Property Auction (defined below) via the Offr Portal as a Bidder, Vendor, or Professional Adviser in relation to a Property Auction, you expressly agree to these Auction T&Cs. Please read these Auction T&Cs carefully, if you do not agree to these Auction T&Cs, you are not entitled to participate in the Property Auction and should stop using the Property Auction services within the Offr Portal immediately.

1.3 Additional T&Cs

These Auction T&Cs shall be deemed incorporated into the “Offr Portal Terms” (available here) and made a part of the Offr Portal Terms for a Property Auction. Any defined terms set out in the Offr Portal Terms shall have the same meaning in these Auction T&Cs. So far as possible all provisions of these Auction T&Cs and the Offr Portal Terms shall be interpreted in such a way that they are consistent with each other, but if there is any conflict or ambiguity, these Auction T&Cs shall take precedence over the Offr Portal Terms.

1.4 The purpose of these Auction T&Cs.

These terms and conditions (“Auction T&Cs”) apply to all online bidding for property at auction sales conducted on the Offr Portal, the “Property Auction”. In these Auction T&Cs any reference to a “Property Lot” means the property or properties that a Vendor is proposing to sell, and Bidders are seeking to buy by way of a Property Auction.

1.5 Parties to these Auction T&Cs.

You agree that these Auction T&Cs and the Offr Portal Terms constitute a legally binding agreement between the user of the Offr Portal for use of the Offr Portal as a technology platform to enable interested parties to participate in a Property Auction (“you”, “your”) and Offr Limited a limited liability company registered in Ireland (CRO Number 615047) having our registered office at Unit 6e, Nutgrove Office Park, Rathfarnham, Dublin 14 D14 A0X2 (“we”, “us”, “our”).

1.6 Purchasers acting as Bidders.

In these Auction T&Cs, any reference to a “Bidder” means a potential Purchaser who is participating in a Property Auction or Sold After process (defined below).

1.7 Purchasers acting as Bidders.

Legal Documents. The Vendor’s Solicitor will upload the relevant legal documents, including the Contract for Sale and other documents listed or referred to in the Contract for Sale relating to a property into the Legal Document Vault (“Legal Documents”) and this will be available for download by all authorised parties. We recommend that you download and review the documents contained in the Legal Pack. For the avoidance of doubt, no additional Legal Documents relating to a Property Auction will be uploaded to the Legal Vault later than 5.30pm on the day prior to the Property Auction.

2. Bidder (Pre-property Auction) Obligations

2.1 What we are not responsible for

In addition to the disclaimers outlined in the Offr Portal Terms, you acknowledge and agree that we provide the Offr Portal (in accordance with the Offr Portal Terms) which in relation to the Property Auction, simply acts as a technology platform to facilitate such Property Auctions and does not provide any advice or assistance relating to the bidding and eventual sale of a Property Lot. As such we are not responsible for actions taken by Bidders or Vendors via the Offr Portal and any participation in a Property Auction is at your own risk. We expect and strongly recommend that all Bidders take standard precautions before participating in any Property Auction, for example and without limitation:

taking professional advice from appropriate Professional Advisers in relation to the Property Auction, including a conveyancer (i.e. Solicitor) and, in appropriate cases, a chartered surveyor and an accountant;
have the funds or finance available for the Auction Deposit (defined below) and eventual purchase price of the Property Lot;
carry out usual searches and make usual enquiries of the Property Lot or engage Professional Advisers to do the same; and
if applicable, consider with the chosen mortgage provider that the Property Lot would be deemed suitable for mortgage lending purposes.

2.2 We assume you act like a prudent Bidder.

The conditions assume that the Bidder has acted like a prudent Bidder. If you choose to bid on a Property Lot through a Property Auction without taking these normal precautions, you do so at your own risk.

3. Auction Deposit

3.1 Know Your Client checks.

The following section applies to Bidders:

Prior to a Property Auction, a prospective Bidder must have registered an account with the Offr Portal, registered to participate in Property Auctions and provided any required anti-money laundering and know your customer (“KYC”) verification checks in accordance with the Offr Portal Terms. You may also be required provide documents to prove you have the financial ability to complete the purchase of the Property Lot, such as a bank statement evidencing you have the required financing for the purchase of the Property Lot, the “Proof of Funds” if this has not already been pre-approved by the Estate Agent.

3.2 Auction Deposit.

Prior to a Property Auction, a prospective Bidder must lodge an amount that will be set and required by the Estate Agent (acting on the advice of the Vendor) (the “Auction Deposit”). The prospective Bidder can lodge the Auction Deposit required, directly with the Estate Agent or via the Offr Portal by debit card, credit card or by bank transfer. Please note that for card payments, the Auction Deposit amount will be held on your card by the Payment Facilitator, but will not be taken from your card and subsequently transferred to the Estate Agent unless you become the Successful Bidder. All card payments made through the Offr Portal are processed by the Payment Facilitator and prospective Bidders may be subject to an Registration Fee (defined below).

3.3 Registration Fee.

Prospective Bidders may be subjected to a Registration Fee by the Estate Agent upon registering for an Auction, an amount that will be set by the Estate Agent (“Registration Fee”). The Registration Fee payment can directly be made to the Estate Agent or via the Offr Portal by debit card, credit card or by bank transfer. All card payments made through the Offr Portal are processed by the Payment Facilitator. Note that your bank may levy additional charges for each transaction.

3.4 Refund of the Auction Deposit.

If you are unsuccessful in the Property Auction, your Auction Deposit will be fully refunded to you, or released from your card, within 5 business days from the date of completion of the Property Auction. Once you are determined to be the Successful Bidder in the Property Auction, your Auction Deposit will immediately become non-refundable.

3.5 Contract for Sale.

The price paid for the Auction Deposit will be set-off against the price payable for the Contract Deposit (defined below) when executing the Contract for Sale.

4. Reserve Price

4.1 Minimum prices of Property Lots.

Unless stated otherwise each Property Lot is subject to a minimum price that the Vendor is prepared to accept for their Property Lot, as agreed between the Estate Agent and the Vendor prior to the Property Auction, the “Reserve Price”. If no bid equals or exceeds that Reserve Price during the Property Auction, the Vendor will be under no obligation to sell the Property Lot or award a Successful Bidder.

5. Property Auction Process

The following section applies to Bidders:

5.1 Carry out your own due diligence.

A potential Property Lot, offered by an Estate Agent for sale on behalf of a Vendor via the Offr Portal, will be available for inspection and marketing purposes for a set period of time (as determined by the Estate Agent acting on the Vendor’s behalf) on the Estate Agent’s website prior to the Property Auction (the “Marketing Period”) to allow interested parties sufficient time to carry out their due diligence prior to the Property Auction. It is your responsibility to carry out your own due diligence in relation to the Property Lot.

5.2 The proposed Property Lot may not proceed to a Property Auction.

The proposed Property Lot may be removed during the Market Period and Offr, the Vendor and Estate Agent are under no obligation to offer a Property Lot for sale in a Property Auction after the Marketing Period or accept any offers submitted by potential Bidders during the Marketing Period.

5.3 Where to find information about the Property Lot.

The Estate Agent’s website and/or the Offr Portal may set out key Property Lot information for interested parties which may include:

the Particulars;
Reserve Price,
the price at which a Property Lot is marketed for sale prior to the Property Auction, the “Guide Price”;
Advised Minimum Value;
booking viewings section; and
legal documents section, in the case of the Offr Portal, the Legal Documents Vault.

The Bidder is strongly advised to review the information outlined in this clause 5.3, prior to participating in a Property Auction. However, such information is not a substitute for carrying out your own due diligence.

5.4 We may refuse any bid.

All bids are placed through the Offr Portal. If your bid is not accepted, we do not have to explain why.

5.5 Identical bids.

If two or more Bidders submit identical bids, the first valid bid recorded by the Offr Portal shall take precedence.

5.6 Notification of the Reserve Price.

During the course of a Property Auction, each prospective Bidder will be notified through the Offr Portal once the Reserve Price for the subject Property Lot has been reached.

6. Successful Bidders

The following section applies to Bidders:

6.1 Requirements of the Successful Bidder.

On becoming the Successful Bidder in a Property Auction, you will automatically be deemed to have entered into a legally binding Contract for Sale with the Vendor to buy the relevant Property Lot; and you agree as follows:

that you authorise the Estate Agent or its authorised representative, being an individual employed or engaged by the Estate Agent to oversee the Property Auction contracts (the “Authorised Signatory”), to execute the Contract for Sale (and/or any other required Property Auction contracts) on behalf of the Successful Bidder as agent for the Successful Bidder. Such execution will be effected electronically by using the Signature Partner unless the Successful Bidder requests to sign it manually;
the Authorised Signatory will only have the authority granted under clause 6.1(a) and may only execute and exchange such Contracts for Sale (and/or any other required Property Auction contracts) on the day of the Property Auction, whether the Property Lot is sold at Property Auction , for the Reserve Price or more or Sold After;
Offr may authorise the release of the Auction Deposit to the Estate Agent acting on behalf of the Vendor, to be held by the Estate Agent and/or the Vendor’s Solicitor as agent and not as stakeholder, and in accordance with the Contract for Sale; and
you will within two business days from the date of completion of the Property Auction pay the balance of the required contract deposit under the Contract for Sale, which will be 10% of the highest valid bid amount plus VAT (if applicable) of the Property Lot (the “Contract Deposit”), to the Estate Agent, who will transfer such Contract Deposit in its entirety to the Vendor’s Solicitor.

6.2 You must comply with the Contract for Sale.

Once a binding Contract for Sale has been executed, the Successful Bidder is obliged to buy the Property Lot at the highest valid bid amount plus VAT (if applicable) and proceed to completion of the transaction in accordance with the Contract for Sale.

7. Unsuccessful Property Lots

7.1 The Estate Agent may re-offer unsuccessful Property Lots.

In the event that a Property Lot does not sell on the day of the Property Auction, unless the Vendor instructs the Estate Agent otherwise, the Estate Agent may re-offer the Property Lot for sale within seven (7) days of the date of the Property Auction, by auction, Sold After or otherwise, through the Offr Portal. If the Property Lot is to be re-offered with an amended Reserve Price this must be agreed between the Estate Agent and the Vendor.

7.2 Time period to exchange on re-offered Property Lots.

If the Property Lot is sold within seven (7) days of the date of the unsuccessful Property Auction by the Estate Agent at the Reserve Price (or agreed amended Reserve Price) the Estate Agent, a Solicitor or other such person appointed by the Estate Agent, may execute and exchange Contracts for Sale in respect of the Property Lot on the Vendor’s behalf electronically, by using the Signature Partner, or manually if requested by the Successful Bidder.

7.3 Sold After.

In the event a Property Lot does not sell at the Property Auction, the Estate Agent, acting on behalf of the Vendor will be entitled (but not obliged) to accept any offers submitted by Bidders registered in the Property Auction after such auction has ended (“Sold After”). In the event the Estate Agent accepts such an offer, the Bidder will be treated in the same manner as a Successful Bidder.

8. Vendor & Estate agent obligations

The following section applies to Vendors and Estate Agents:

8.1 Requirements of the Vendor (and/or Estate Agent) on successful completion of a Property Auction.

Once the Property Auction has been completed and a Successful Bidder has entered into the Contract for Sale, the Vendor (or Estate Agent acting on the Vendor’s behalf) agrees:

[that it will use reasonable endeavours to ensure the Vendor’s Solicitor uploads the Legal Pack into the Legal Document Vault if the Solicitor has not already done so;]
not to instruct us to advertise the Property Lot for sale through the Offr Portal;
not to negotiate any terms for the sale of the Property Lot with anyone other than the Successful Bidder or persons confirmed to be acting on their behalf;
not to send, instruct, or allow anyone else to send any Contract for Sale of the Property Lot to anyone other than the Successful Bidder’s Solicitor;
to give such access to the Property Lot as may be reasonably required by a surveyor or valuer appointed by the Successful Bidder; and
to supply all documentation, information and authority to enable your Solicitor to do all work necessary to complete the sale of the Property Lot as per the closing date specified in the Contract for Sale.

8.2

The Estate Agent, a Solicitor or other such person appointed by the Estate Agent to oversee the Property Auction contracts, may execute and exchange Contracts for Sale (and/or any other required Property Auction contracts) in respect of the Property Lot on behalf of the Vendor electronically by using the Signature Partner, unless the Successful Bidder requests for it to be signed manually. The Estate Agent or such Solicitor may exchange such Contracts for Sale on the day of the Property Auction and seven days thereafter, whether the property is sold at the Property Auction , for the Reserve Price or more or Sold After.

9. Estate Agent Obligations

The following section applies to Estate Agents:

9.1 In relation to a Property Auction you agree:

to always act in a professional manner and in the Vendor’s best interests;
to act only in accordance with the Vendor’s instructions in relation to the Property Lot; and
once the Contract Deposit has been paid by the Successful Bidder (as outlined in clause 6.1(d)), that you will transfer such Contract Deposit as soon as reasonably practicable to the Vendor’s Solicitor.

Offr Private Treaty Terms & Conditions

1. Introduction

1.1 What we do.

1.2 Please read these Private Treaty T&Cs carefully.

By registering in a Property Sale (defined below) via the Offr Portal as a Purchaser, Vendor, or Professional Adviser in relation to a Property Sale, you expressly agree to these Private Treaty T&Cs. Please read these Private Treaty T&Cs carefully, if you do not agree to these Private Treaty T&Cs, you are not entitled to participate in the Property Sale and should stop using the Property Sale services within the Offr Portal immediately.

1.3 Additional T&Cs.

These Private Treaty T&Cs shall be deemed incorporated into the “Offr Portal Terms” here) and made a part of the Offr Portal Terms for a Property Sale. Any defined terms set out in the Offr Portal Terms shall have the same meaning in these Private Treaty T&Cs. So far as possible all provisions of these Private Treaty T&Cs and the Offr Portal Terms shall be interpreted in such a way that they are consistent with each other, but if there is any conflict or ambiguity, these Private Treaty T&Cs shall take precedence over the Offr Portal Terms.

1.4 The purpose of these Private Treaty T&Cs.

These terms and conditions (“Private Treaty T&Cs”) apply to all online private treaty sales of property conducted on the Offr Portal, the “Property Sale”. In these Private Treaty T&Cs any reference to a “Listed Property” means the property or properties that a Vendor is proposing to sell, and Purchasers are seeking to buy by way of a Property Sale.

1.5 Parties to these Private Treaty T&Cs.

You agree that these Private Treaty T&Cs and the Offr Portal Terms constitute a legally binding agreement between the user of the Offr Portal for use of the Offr Portal as a technology platform to enable interested parties to participate in a Property Sale (“you”, “your”) and Offr Limited a limited liability company registered in Ireland (CRO Number 615047) having our registered office at Unit 6e, Nutgrove Office Park, Rathfarnham, Dublin 14 D14 A0X2 (“we”, “us”, “our”).

2. Purchaser (Preproperty Sale) Obligations

The following section applies to Purchasers:

2.1 What we are not responsible for.

In addition to the disclaimers outlined in the Offr Portal Terms, you acknowledge and agree that we provide the Offr Portal (in accordance with the Offr Portal Terms) which in relation to the Property Sale, simply acts as a technology platform to facilitate such Property Sales and does not provide any advice or assistance relating to the sale of a Listed Property. As such we are not responsible for actions taken by Purchasers via the Offr Portal and any participation in a Property Sale is at your own risk. We expect and strongly recommend that all Purchasers take standard precautions before participating in any Property Sale, for example and without limitation:

take professional advice from appropriate Professional Advisers in relation to the Property Sale, including a conveyancer (i.e. Solicitor) and, in appropriate cases, a chartered surveyor and an accountant;
have the funds or finance available for the Booking Deposit (defined below) and eventual purchase price of the Listed Property;
carry out usual searches and make usual enquiries of the Listed Property or engage Professional Advisers to do the same; and
if applicable, consider with the chosen mortgage provider that the Listed Property would be deemed suitable for mortgage lending purposes.

2.2 We assume you act like a prudent Purchaser.

The conditions assume that the Purchaser has acted like a prudent Purchaser. If you choose to buy a Listed Property through a Property Sale without taking these normal precautions, you do so at your own risk.

3 Property Sale Process

The following section applies to Purchasers:

3.1 Carry out your own due diligence.

A Listed Property, offered by an Estate Agent for sale on behalf of a Vendor via the Offr Portal, will be available for inspection and marketing purposes for a set period of time (as determined by the Estate Agent acting on the Vendor’s behalf) on the Estate Agent’s website (the “Marketing Period”) to allow interested parties sufficient time to carry out their due diligence prior to the Property Sale.

3.2 Where to find information about the Listed Property.

the requested price for the Listed Property (the “Asking Price”);
the Particulars;
Offer submission panel;
history of offers made on the Listed Property;
booking viewings section; and
legal documents section, in the case of the Offr Portal, the Legal Documents Vault.

The Purchaser is strongly advised to review the information outlined in this clause 3.2, prior to participating in a Property Sale.

3.3 We may refuse any offer.

You must place any offer on the Listed Property through the Offr Portal during the fixed period the Listed Property is made available for receipt of offers by Purchasers, as set by the Estate Agent acting on the advice of the Vendor (the “Sale Period”). We may refuse to accept an offer and we do not have to explain why.

3.4 Contents of an offer.

Each offer on a Listed Property must contain:

the monetary value of the offer;
proof of your identification and address;
Proof of Funds (as defined below); and
if the sale of the Listed Property may be subject to a survey.

3.5 Consideration of offers.

Once the Sale Period has closed, all offers placed in relation to a Listed Property will be made available to the Vendor and Estate Agent for their consideration. For the avoidance of doubt, Offr is not involved in the process of selecting offers or responsible for the decision made in relation to any offer placed in relation to a Listed Property.

3.6 The highest value offer may not be accepted.

You acknowledge and agree that the offer accepted on a Listed Property by the Estate Agent acting on the advice of the Vendor may not necessarily be the highest offer placed in relation to a Listed Property. You also acknowledge and agree that the offer accepted may not be in excess of the Asking Price. For example, a Vendor may prefer to accept an offer from a party not requiring finance to complete the purchase as this may result in a faster completion of the sale.

4. Successful Purchasers

The following section applies to Purchasers:

4.1 Requirements of the Successful Purchaser.

If your offer is accepted by the Estate Agent acting on the advice of the Vendor, Offr will send you an email confirming that your offer on the Listed Property has been accepted, at which point you will be deemed the “Successful Purchaser”. All offers (including the Contract for Sale) are accepted by the Estate Agent on behalf of a Vendor on a ‘Subject to Contract/Contract Denied basis’. For the avoidance of doubt, the Estate Agent is the only party with the authority to accept an offer made on a Listed Property on the Offr Portal.

4.2 Booking Deposit.

If you are the Successful Purchaser, you must pay the agreed deposit on the Listed Property as set by the Estate Agent acting on the advice of the Vendor, the “Booking Deposit”. The Successful Purchaser can pay the Booking Deposit required directly to the Estate Agent acting on behalf of the Vendor or via the Offr Portal by debit card, credit card or by bank transfer. All card payments made through the Offr Portal are processed by the Payment Facilitator and subject to a Transaction Fee (defined below). The Booking Deposit for a Listed Property will be held by the Estate Agent as stakeholder and is fully refundable until such time as the Contract for Sale is signed by the Successful Purchaser and the Vendor.

4.3 Transaction Fee.

Payment of the Booking Deposit by card is subject to a standard transaction fee levied by the Payment Facilitator of: (i) 1.4% (+ €0.25) excluding VAT per transaction for UK and European cards; or (ii) 2.9% (+ €0.25) excluding VAT per payment of a Booking Deposit for all other cards, (each a “Transaction Fee”) payable to the Payment Facilitator. The Transaction Fee is payable by the Successful Purchaser and will appear on the Successful Purchaser’s bank statement as one of two separate transactions (the other being your Booking Deposit). Note that your bank may levy additional charges for each transaction. Please be aware that the Transaction Fees are non-refundable.

4.4 Proof of Funds.

In addition to the Booking Deposit, you must upload satisfactory documents to the Offr Portal to prove to the Estate Agent you have the financial ability to complete the purchase of the Listed Property within two business days from the email notification of acceptance outlined in clause 4.1, if this has not already been pre-approved by the Estate Agent. These documents may include a bank statement evidencing you have the required financing for the sale of the Listed Property, the “Proof of Funds”.

4.5 Right to re-offer the Listed Property.

If you (as the Successful Purchaser) do not pay the required Booking Deposit and provide Proof of Funds within two business days from the email notification of acceptance outlined in clause 4.1, the Estate Agent reserves the right to re-offer the Listed Property for sale. For the avoidance of doubt, if the Estate Agent elects to re-offer the Listed Property, the Vendor may unilaterally revoke its agreement to enter into the Contract for Sale.

4.6 The Sale Agreed Period.

When the Successful Purchaser has paid the required Booking Deposit (and provided Proof of Funds to the satisfaction of the Estate Agent), the Successful Purchaser shall have a sale agreed period of three weeks to carry out detailed due diligence and to execute a binding Contract for Sale (the “Sale Agreed Period”). During the Sale Agreed Period, the Offr system will not allow any other Purchaser to place an offer on that Listed Property.

4.7 Legal Pack.

By the commencement of the Sale Agreed Period, the Vendor’s Solicitor will upload the relevant legal documents, including the Contract for Sale, into the Legal Document Vault (“Legal Pack”) and this will be available for download by the Purchaser’s Solicitor. We recommend that the Successful Purchaser downloads and reviews (or ensures that the Successful Purchaser’s Solicitor reviews on their behalf) the documents contained in the Legal Pack. For the avoidance of doubt, the Contract for Sale within the legal pack is made available on a ‘Subject to Contract/Contract denied basis’.

4.8 Execution of the Contract for Sale.

The Successful Purchaser is under no obligation to proceed to signature of the Contract of Sale. However, if the Successful Purchaser does not execute a binding Contract for Sale within the Sale Agreed Period, the Estate Agent reserves the right to re-offer a Listed Property for sale and the Vendor may unilaterally revoke its agreement to the Contract for Sale. Signature of the Contract for Sale will be done electronically by using the Signature Partner unless the Successful Purchaser requests to sign it manually.

4.9 You must comply with the Contract for Sale.

Once a binding Contract for Sale has been executed, the Purchaser is obliged to buy the Listed Property at the price of the accepted offer on the Listed Property plus VAT (if applicable) and proceed to completion of the transaction in accordance with the Contract for Sale.

5. Vendor Obligations

The following section applies to Vendors and Estate Agents:

5.1 Requirements of the Vendor (and/or Estate Agent) on successful completion of a Property Sale.

Subject to payment in full by the Successful Purchaser of the Booking Deposit to the Estate Agent in accordance with clause 4.2, the Vendor (or Estate Agent acting on the Vendor’s behalf) agrees that during the Sale Agreed Period it will:

use reasonable endeavours to ensure the Vendor’s Solicitor uploads the Legal Pack into the Legal Document Vault if the Solicitor has not already done so;
not instruct us to offer the Listed Property for sale through the Offr Portal;
not negotiate any terms for the sale of the Listed Property with anyone other than the Successful Purchaser or persons confirmed to be acting on their behalf;
not send, instruct, or allow anyone else to send any contract for sale of the Listed Property to anyone other than the Successful Purchaser’s Solicitor;
give such access to the Listed Property as may be reasonably required by a surveyor or valuer appointed by the Successful Purchaser;
use all reasonable endeavours to proceed to a formal exchange of the Contract for Sale; and
supply all documentation, information and authority to enable the Successful Purchaser’s Solicitor to do all work necessary to complete the sale of the Listed Property on the closing date specified in the Contract for Sale.

6. Estate agent obligations

The following section applies to Estate Agents:

6.1 In relation to a Property Sale you agree:

to always act in a professional manner and in the Vendor’s best interests;
to act only in accordance with the Vendor’s instructions in relation to the Listed Property; and
in the event the Successful Purchaser pays the Booking Deposit directly to the Estate Agent in accordance with clause 4.2, the Estate Agent must promptly inform us via the Offr Portal.

Offr Website Terms & Conditions

These terms and conditions govern your use (“you”, “your”) of the Offr website at https://offr.io/ (“Website T&Cs”).

1. Introduction

1.1 Who we are

Our website https://offr.io/ (“Offr Website”) is operated by Offr Limited registered in Ireland (CRO Number 615047) having our registered office at Unit 6e, Nutgrove Office Park, Rathfarnham, Dublin 14 D14 A0X2 (“Offr”, “we”, “us” or “our”).

1.2 The following terms apply to your use.

The following Website T&Cs together with our “Privacy Notice” (available here) and “Cookie Policy” (available here) govern your use of the Offr Website and such Privacy Notice and Cookie Policy terms shall be deemed incorporated by reference and made a part of these Website T&Cs. Please read these Website T&Cs, Privacy Notice and Cookie Policy carefully, by using the Offr Website, you accept these Website T&Cs and the Privacy Notice and Cookie Policy in full. If you do not agree to these Website T&Cs, Privacy Notice or Cookie Policy, you must not use the Offr Website.

1.3 The Offr App.

We also own and provide the Offr portal for buying and selling property hosted and made available by Offr (subject to registration) for access through the Offr Website, download or any such other method as provided by us from time to time (the “Offr Portal”). In the event you register through the Offr Website to access the Offr Portal then in addition to these Website T&Cs, you agree and accept to be bound by the “Offr Portal Terms” (available here) which will govern your use of the Offr Portal. Any defined terms set out in the Offr Portal Terms shall have the same meaning in these Website T&Cs. Please read the Offr Portal Terms carefully; by using the Offr Portal, you accept the Offr Portal Terms in full. If you do not agree to the Offr Portal Terms, you must not use the Offr Portal.

1.4 What these Website T&Cs do not govern.

For the avoidance of doubt these Website T&Cs do not govern your use or access to the Offr Portal, such use shall be governed as described in clause 1.3.

1.5 Conflicts.

So far as possible all provisions of these Website T&Cs, the Privacy Notice, Cookie Policy and Offr Portal Terms shall be interpreted in such a way that they are consistent with each other. However, if there is any conflict or ambiguity, the following order of precedence shall apply: Website T&Cs, then the Offr Portal Terms, then the Privacy Notice, then the Cookie Policy.

1.6 The terms are regularly updated.

You should visit these Website T&Cs, Privacy Notice and Cookie Policy each time you visit the Offr Website to review the current Website T&Cs.

1.7 Feedback.

If you have any questions, concerns, or comments regarding these Website T&Cs, please contact us by email at info@offr.io, via the Offr Website, or by post at our registered office address above. When you contact us in accordance with this clause 1.7, you acknowledge and accept that we have the right to anonymise and analyse or use any such feedback and that we own such feedback.

1.8 Content may get updated.

We may change the material we publish on the Offr Website (“Content”) at any time. However, please note that any of the Content on the Offr Website may be out of date at any given time, and we are under no obligation to update it.

2. Accessing our website

2.1 Access is free.

The Offr Website (excluding access to and use of the Offr Portal) is made available free of charge.

2.2 The Offr Website may not always be available.

We do not guarantee that the Offr Website, any Content or other information on it, will always be available or be uninterrupted. Access to the Offr Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Offr Website without notice. We will not be liable to you if for any reason the Offr Website is unavailable at any time or for any period.

2.3 You are responsible for access.

You are responsible for making all arrangements necessary for you to have access to the Offr Website. You are also responsible for ensuring that all persons who access the Offr Website through your internet connection are aware of these Website T&Cs and other applicable terms and conditions, and that they comply with them.

3. Reliance on information posted on our website

3.1 Do not rely on the Offr Website or any Content.

The Content on the Offr Website is provided for general information only and is not intended to amount to advice on which you should rely. Although we use our reasonable efforts to update the Content, we make no representations, warranties or guarantees, whether express or implied that the Content is accurate, complete or up to date.

3.2

The Offr Website may include information and materials uploaded by other users of the site. This information and these materials have not been verified or approved by us. The views expressed by other users on the Offr Website do not represent our views or values.

4. Intellectual Property Rights

4.1 We own or license everything on the Offr Website.

We are the owner or licensee of all intellectual property rights in the Offr Website, and in the Content. Those works are protected by copyright laws and treaties around the world. All such rights are reserved and unless otherwise specified, the authors of such works assert their moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the relevant works.

4.2 You may use limited extracts.

You may print off one copy and may use small quotations extracted from any page(s) of the Offr Website for your personal use provided you acknowledge the appropriate Offr Website (and author) and, where applicable, provide a link back to the original source. Subject to any express rights permitted in the Offr Portal Terms in relation to the Offr Portal, you must not use any part of the Content on the Offr Website for commercial purposes without notifying us of your intentions and obtaining a licence to do so from us or our licensors.

4.3 Do not modify Content.

You must not modify the paper or digital copies of any Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

4.4 Your access will be revoked if you breach these terms.

If you print off, copy or download any part of the Offr Website in breach of these Website T&Cs, your right to use the Offr Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

4.5 No additional rights are granted.

Nothing on this Offr Website should be construed as granting, by implication or otherwise, any licence or right in or to our intellectual property rights without our express written permission.

5. Viruses, Hacking & Other offences

5.1 Use appropriate anti-virus software.

We use reasonable endeavours to ensure that the Offr Website does not contain or disseminate any viruses or other malicious code. However, we do not guarantee that our website will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Offr Website. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious code.

5.2 Do not hack or misuse the Offr Website

You must not misuse the Offr Website, including by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Offr Website, the server on which the Offr Website is stored, or any server, computer or database connected to the Offr Website. You must not attack the Offr Website via a denial-of- service attack or a distributed denial-of-service attack.

5.3 Hackers will be prosecuted.

By breaching clause 5.2, you may be committing a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Offr Website will cease immediately.

6. Linking to our website

6.1 There are rules around linking to the Offr Website.

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. 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. You must not establish a link from any websites that are not owned by you. The Offr Website must not be framed on any other site, nor may you create a link to any part of the Offr Website other than the home page. We reserve the right to withdraw linking permission without notice. For the avoidance of doubt, this clause 6.1 does not apply to your use of the Offr Button, which shall be governed by the Offr Portal Terms.

6.2 Contact us if you require additional use.

If you wish to make any use of material on the Offr Website other than that set out above, please address your request to info@offr.io.

7. Links from our website

7.1 We do not endorse other websites we link to.

Where the Offr Website contains links to other websites and resources provided by third parties, these links are provided for your information only. We have no control over the content of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them.

8. Acceptable Use

8.1 The following rules apply to your use of the Offr Website.

You may use the Offr Website only for lawful purposes. You may not use the Offr Website:

in any way that breaches any applicable local, national or international law or regulation;
in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect,
for the purpose of harming or attempting to harm minors in any way;
to bully, insult, intimidate or humiliate any person;
[to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards outlined in clause 9 below;
to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or]
to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

8.2 You also agree:

not to reproduce, duplicate, copy or re-sell any part of the Offr Website in contravention of the provisions of these Website T&Cs; and
not to access without authority, interfere with, damage or disrupt:
- any part of the Offr Website;
- any equipment or network on which the Offr Website is stored;
- any software used in the provision of the Offr Website; or
- any equipment or network or software owned or used by any third party.

9. Content Standards

9.1 Certain standards apply to any Content.

The content standards set out in this clause 9 (“Content Standards”) apply to any and all material which you send to us via the Offr Website (“Contribution”). The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. A Contribution must: (i) be accurate (where it states facts); (ii) be genuinely held (where it states opinions); and comply with the law applicable in Ireland and in any country from which it is posted.

9.2 You must ensure any Contribution does not breach the following.

A Contribution must not:

be defamatory, offensive, hateful, deceptive, threatening, abusive or in contempt of court;
promote sexually explicit material, violence, discrimination or any illegal activity;
infringe any copyright, database right or trade mark of any other person;
breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or
contain any advertising or promote any services or web links to other sites.

9.3 We decide if Contributions breach the Content Standards.

We will determine, at our discretion, whether a Contribution breaches the Content Standards.

10 Breach of these terms of use

10.1 We may take certain action if you do not comply with these Website T&Cs.

When we consider that a breach of these Website T&Cs has occurred, we may take such action as we deem appropriate. Failure to comply with these Website T&Cs constitutes a material breach of these Website T&Cs upon which you are permitted to use the Offr Website, and may result in our taking all or any of the following actions:

immediate, temporary or permanent withdrawal of your right to use the Offr Website, Offr Portal and/or any other Offr services;
issue of a warning to you;
legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
further legal action against you; and
disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

10.2 We may take further action.

We exclude our liability for all action we may take in response to breaches of this acceptable use policy. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

11. Our responsibility of loss or damaged suffered to you

11.1 What we do not exclude liability for the following.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

11.2 We are not liable for the following.

We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

use of, or inability to use, the Offr Website; or
use of or reliance on any content displayed on the Offr Website.

In particular, we will not be liable for:

loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.

12. Our responsibility of loss or damaged suffered to you

12.1 Interpretation.

In these T&Cs, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

12.2 Severance.

If a provision of these Website T&Cs is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

12.3 These terms are not intended to benefit third parties.

These Website T&Cs are for the benefit of you and us and are not intended to benefit any third party or be enforceable by any third party.

12.4 Law and Jurisdiction.

These Website T&Cs (and any non-contractual obligations arising out of or in connection with these Website T&Cs and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with the laws of Ireland and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland. Notwithstanding the foregoing, if you are acting as a consumer (as defined under applicable laws) when entering into these Website T&Cs, you shall have the right to bring and defend claims in the courts located in your home jurisdiction.

These Website T&Cs were last updated on 14th October 2020.