1. About these Terms
1.2 By using RESO, you agree to be bound by these Terms.
1.3 The Company may update these Terms by posting the new wording on this site. You are responsible for regularly reviewing these Terms for updates. If the Company updates these Terms, your use of RESO after the update constitutes your acceptance of the Terms as amended.
1.4 If you do not agree to comply with these Terms, do not use (or continue to use) RESO.
2.1 You acknowledge that the Company owns RESO and all intellectual property rights related to it.
2.2 You agree to use RESO only for its intended purpose and as directed by us and you must not seek to reverse engineer RESO or otherwise infringe the intellectual property rights in RESO.
2.3 The Company may update, improve or otherwise alter the appearance or functionality of RESO at any time without any liability to you.
2.4 You agree that the Company may monitor your use of RESO for the purpose of ensuring that you comply with these Terms.
2.5 While the Company provides RESO as a platform by which you can facilitate the listing and marketing of properties, and enable buyers and sellers to conclude a process for the sale of the Property, the Company:
2.5.1 is not an auctioneer, real estate agent, stock and station agent or business agent and does not purport to be;
2.5.2 is not a party to any offer or sale of land or real property;
2.5.3 does not own any Property listed on RESO; and
2.5.4 the Company’s role is limited to providing the RESO platform.
2.6 The Company owes you no duty of care and does not warrant and is not responsible to you or any other person:
2.6.1 in the event a seller or buyer of any property listed for sale on RESO fails to complete a transaction as envisaged under these Terms or otherwise;
2.6.2 for the completion of the sale of any property listed for sale on RESO;
2.6.3 for the state and condition of any property listed for sale on RESO;
2.6.4 for verifying the material, content and information on the RESO platform or for the accuracy of any such information;
2.6.5 for verifying the accuracy of the identity of any person using RESO or with whom you interact on RESO;
2.6.6 for RESO not being error, defect or virus free;
2.6.7 for RESO not complying with any relevant law relating to the sale or marketing of properties or ensuring that the use of RESO by you, buyers or sellers is in accordance with any relevant law relating to the sale or marketing of properties; and
2.6.8 for any delays, interruptions or cessation of any services to be provided by us.
2.7 You must not bring (and you release us from) any claim against us or any of our directors, officers, employees or agents (‘Relevant People’) for any of the matters listed in clause 2.6 and must indemnify us and our Relevant People against any demands, claims, actions, damages, costs, expenses or other amounts we or they suffer or incur in connection with your acts or omissions (including but not limited to if you fail to comply with any of your obligations under these Terms). To the extent that any disclaimer or exclusion in these Terms is prohibited by law, the maximum liability of the Company to you in relation to your use of RESO is limited to the amount you paid to access RESO.
You or the Company may discontinue your use of RESO at any time by giving the other party one month’s notice in writing. We may terminate your access to RESO immediately if you breach these Terms, or if your ongoing use of RESO is unacceptable to us (acting in our absolute discretion). Termination is without prejudice to any accrued rights of the parties.
4. Collection and use of information
4.1 In using RESO, you will provide personal information about you and third parties, and those third parties may also provide personal information to RESO to enable you:
4.1.1 to keep buyers informed about the marketing of a property or properties (‘Property / Properties’);
4.1.2 to facilitate the sale processes for the Properties; and
4.1.3 to facilitate you accepting offers on or entering into binding contracts for the Properties.
4.2 You must not use this personal information for any other purpose, unless consented to by the relevant third party.
4.3 In marketing a Property, you agree that as between you and us, it is your responsibility to ensure that participants using RESO in any sales process are acting in good faith.
4.4 We make no representation as to the accuracy or veracity of the information available through RESO.
4.6 You grant us an irrevocable, perpetual, transferable and royalty free licence to exercise our rights under clause 4.5.
4.7 You warrant that any information provided to us has been collected in accordance with the Privacy Act 1988 (Cth)
5. Sale process
5.1 The sale process includes a number of stages: Registration, Opening Offers (Expression of Interest) , Best Offers, Seller Review and Ranking.
5.2 You warrant and represent to us that you are the holder of a real estate agent licence in the state or territory in which the Property is located or are otherwise employed by a licenced real estate agent and hold all necessary authorisations to act under the authority of that real estate agent.
5.3 You also warrant and represent to us that you lawfully act on behalf of a seller of any Property that you list on RESO as an agent with respect to the sale of that Property and that you have been commissioned to act on and that you have the authority as required by the laws and regulations of the state or territory in which the Property is located to so act on the seller’s behalf.
5.4 Provided that you are legally entitled to do so, you may use RESO to facilitate sale processes for the Properties.
5.7 RESO provides a framework for the sales process, but you are able to vary that framework by notice to participants.
5.8 You acknowledge that you are solely responsible for promoting and marketing the sales of Properties through RESO and that the Company is not in any way involved in or holding itself out as promoting the sale of the Properties.
6. Payment Terms
6.1 You must pay us a Fee in relation to each Property which you progress from Registration to Opening Offers (Expression of Interest) and or Best Offers.
6.2 You must pay us a Fee in relation to each Property which you progress to Ranking of offers within RESO.
6.3 You only need to pay these Fees once in relation to a Property which you progress from Registration as part of the same sale process.
6.4 You must pay us the relevant Fee in relation to each property at the time that you progress that Property within RESO.
6.5 In relation to each Property for which a Fee becomes payable, we will issue a tax invoice.
7. Commission payable to Real Estate Institutes
7.1 We have worked closely with those Real Estate Institutes set out in clause 14 (‘REIs’) on the design, application and marketing of RESO and have entered into a Marketing and Promotion Agreement with each of the REIs. We pay Valuable Consideration to each of the REIs for the services they provide under their respective Marketing and Promotion Agreements (‘Marketing Services’) which services include, amongst other things, the promotion of RESO as one of the preferred best practice real estate processes and the endorsement and recognition of RESO.
7.2 By using RESO you:
7.2.1 acknowledge that you may have received advice or marketing from an REI through the provision of Marketing Services;
7.2.2 you consent to our payment of Valuable Consideration to REIs for their provision of Marketing Services; and
7.2.3 acknowledge and consent to us entering into arrangements with, and paying fees to, other persons to undertake services that may include marketing services that may have influenced or persuaded you to use RESO.
8.1 You must comply with all relevant laws, best practice and applicable codes of conduct in relation to your use of RESO and your promotion and marketing of the Properties and you hold the Company harmless against any breach by you of this obligation.
8.2 You warrant that you will obtain all necessary consents from sellers and prospective buyers of properties to operate and use the platform.
9. Dispute resolution
The parties must not commence any court proceedings (other than an application for an urgent interlocutory or declaratory relief) in relation to a dispute until either their respective CEOs or nominated representatives have met to seek to negotiate in good faith to resolve such dispute or 20 business days have elapsed from the request by either party to attend such meeting.
10. Rules of interpretation
10.1 Any provision of these Terms must be read down to any extent necessary to be valid (or, if not possible, severed).
10.2 A provision of these Terms must not be construed to the disadvantage of a party merely because that party was responsible for including that provision in these Terms or that provision benefits that party.
11. General provisions
11.1 Entire contract
These Terms records the entire contract between the parties as to its subject matter and no term is implied into these Terms otherwise than as required by law.
Each party must bear their own costs in relation to the negotiation, preparation and execution of these Terms and the use of RESO.
11.3.1 A notice must be in writing and signed by the party or their agent. It may be given by:
(a) email to the address last notified to all parties; or
(b) any other means allowed by Law.
11.3.2 A notice, if validly given, is taken to have been received:
(a) if sent by email and the sender does not receive a bounce message notifying the sender that the email has failed to be delivered during business hours, on the day the notice is sent and outside business hours, at 10.00 am on the next business day;
(b) at any other time allowed by Law.
11.3.3 Where two or more persons comprise a party, notice to one is effective notice to all.
11.4 Governing Law
The Laws in South Australia govern these Terms. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of South Australia and any courts of appeal from them and waives any right to object to proceedings being brought in those courts. The courts of South Australia and any courts of appeal have the non-exclusive jurisdiction to hear and determine all issues within their powers which may arise under or in connection with this agreement.
11.5.1 GST gross-up
Unless expressly stated otherwise in these Terms, all amounts payable or consideration to be provided under these Terms are exclusive of GST. If a party (‘supplier’) is required to pay GST in respect of a supply made under or in connection with (including by reason of a breach of) these Terms, the recipient of the supply must (in addition to any other payment for, or in connection with, the supply) pay to the supplier an amount equal to such GST at the same time as such payment is made.
(a) Terms used in these Terms which are defined in the GST Act have the meanings given to them in the GST Act.
(b) In this clause 11.5, a reference to a payment includes any payment of money and any form of consideration other than payment of money.
(c) In these Terms, all references to payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the operation of this clause 11.5, exclusive of GST.
Your rights and obligations under these Terms are personal and cannot be assigned by you without our prior consent. We may elect that a purported assignment by you without consent from the Company is void.
Clauses 2.1, 2.5, 2.6, 2.7, 4.6, 4.7, 7, 8, 9, 10 and 11 survive termination, completion, rescission or other expiry of these Terms.
12.1 By using RESO and/or providing us with your credit card or other payment details, you agree to the terms and conditions of these Terms.
12.2 A person using RESO on your behalf warrants and represents (and you warrant and represent) that they have authority to bind you for the purpose of these Terms.
The meanings of terms used in these Terms are set out below (unless the contrary intention appears).
|Fee||the fee payable and notified to you when you progress a Property within the RESO platform|
|GST Act||A New Tax System (Goods and Services Tax) Act 1999 (Cth)|
|Law||includes any law, regulation, statute, subordinate legislation or enforceable proclamation|
|Valuable Consideration||the consideration specified against the name of each person in clause 14|
14. Arrangements with REIs
|Real Estate Institute of South Australia (‘REISA’)||15% of the total revenue (exclusive of GST and other taxes) which we recover from members of REISA in a given period for their use of RESO|
|Real Estate Institute of Western Australia (‘REIWA’)||A marketing fee and a portal fee each of which is a percentage of the total revenue (exclusive of GST and other taxes) which we recover from members of REIWA in a given period for their use of RESO|