Membership Terms And Conditions

Welcome to Truly Property Limited. By accessing our website at www.thaitruly.com, you agree to be bound by the following Terms and Conditions. Please read them carefully before using our website.

Introduction

1.1. These terms and conditions (Terms) apply to the use of the TPL website, located at www.thaitruly.com (Website).

1.2. By using the Website, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Website.

1.3. TPL may update or amend these Terms from time to time without notice. The updated or amended Terms will be effective immediately upon being published on the Website. Your continued use of the Website following such publication will be deemed to be an acceptance of the updated or amended Terms.

1.4. TPL reserves the right to vary or withdraw any of the Membership Services (defined below) without notice.

2. Definitions

2.1. In these Terms: “Builder” means a person or entity that builds, constructs, or carries out works in relation to property; “Insurance Broker” means a person or entity that provides insurance services; “Membership Fees” means the fees payable by Members in respect of the Membership Services; “Membership Services” means the services provided by TPL to Members pursuant to these Terms; “Member” means a person or entity that has subscribed to the Membership Services; “Materials” means all information, data, documents, text, images, graphics, logos, trademarks, service marks, trade names, software, code, programs, and other content made available through the Website; “Permitted User” means a person authorised by a Member to access and use the Membership Services; “Property Lawyer” means a person or entity that provides legal services in relation to property; “Real Estate Agent” means a person or entity that deals in real estate; “Surveyor” means a person or entity that carries out surveys in relation to property; and “Website” means the TPL website located at www.thaitruly.com.

3.

3.1 Membership Services

3.2 TPL provides a listings website for Property Professionals, namely Real Estate Agents, Surveyors, Architects, Property Lawyers, Insurance Brokers and Builders (Membership Services).

3.3 Members will pay a monthly membership subscription of 10 Euros per month for access to the Membership Services.

3.4 If Members want to be listed on the homepage or at the top of the search results, they will pay an extra 2 and 4 Euros per day respectively. 3.4. The monthly charges are collected on an annual basis but displayed monthly. The daily charges will be paid as and when.

3.5 TPL reserves the right to vary the Membership Fees at any time upon written notice to Members.

3.6 Membership is for a minimum term of 12 months, after which it will automatically renew for successive 12-month terms, unless either party gives notice of termination at least 30 days prior to the end of the then-current term.

3.7 TPL will use reasonable endeavours to ensure that the Membership Services and the Materials are accurate. However, TPL does not guarantee the accuracy of any aspect of the Membership Services or the Materials, which are provided strictly on an “as is” basis. TPL accepts no liability for any loss or damage whatsoever sustained by the Member or any Permitted User as a result of using or relying on any aspect of the Membership Services or the Materials.

3.8 The Member acknowledges and agrees that the Membership Services and the Materials may be subject to intellectual property rights, including without limitation, copyright, database rights, trademarks and patents (together, IP Rights). Except as expressly authorised by TPL, the Member agrees not to copy, modify, reproduce, store, distribute or otherwise make available to third parties any part of the Membership Services or Materials, nor to use the Membership Services or Materials for commercial purposes.

3.9 TPL may change the Membership Services or Materials at any time without notice to the Member. TPL will not be liable to the Member for any modification or suspension of the Membership Services or Materials.

3.10 TPL may, at its discretion and without liability to the Member, refuse or delete content that the Member provides to TPL in connection with the Membership Services if TPL determines that such content is in violation of this Membership Agreement, any applicable law or regulation, or is otherwise inappropriate.

4. Payment

4.1 The Membership Fees payable by the Member to TPL for the Membership Services are set out on the Website.

4.2 The Membership Fees will be payable on an annual basis, in advance.

4.3 The Member acknowledges and agrees that TPL has the right to vary the Membership Fees from time to time upon written notice to the Member.

4.4 TPL will issue an invoice to the Member annually for the Membership Fees. The invoice will be issued electronically via the Website.

4.5 All amounts due under this Membership Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

4.6 If the Member cancels the Membership Services, or TPL terminates this Membership Agreement for any reason other than for breach of this Membership Agreement by the Member, TPL shall not be required to refund any part of the Membership Fees paid by the Member.

5. Limitation of Liability and Indemnities

5.1 TPL will use reasonable endeavours to ensure that the Membership Services and the Materials are accurate. However, TPL does not guarantee the accuracy of any aspect of the Membership Services or the Materials, which are provided strictly on an “as is” basis. TPL accepts no liability for any loss or damage whatsoever sustained by the Member or any Permitted User as a result of using or relying on any aspect of the Membership Services or the Materials.

5.2 The Member acknowledges and agrees that the Membership Services and the Materials may include conjecture, prediction, opinion, assessment and/or analysis of subjective facts or circumstances (together Analysis). The Analysis represents TPL’s or a third party’s views based on facts or information available or circumstances known to it/them at the relevant time, which may not always be correct and/or may change. The Member will not rely, and will ensure that no Permitted User will rely, on the Analysis and will draw its own conclusions regarding such Analysis using its own skill and judgment.

5.3 Subject to Clause 5.4, neither party will be liable to the other in contract, tort (including negligence and breach of statutory duty) misrepresentation or otherwise for any loss of revenue, profit, business opportunity or anticipated savings, or for any loss of goodwill or reputation, or for any indirect or consequential loss arising under or in relation to this Membership Agreement.

5.4 Neither party will be liable to the other in contract, tort (including negligence and breach of statutory duty) misrepresentation or otherwise for any loss of revenue, profit, business opportunity or anticipated savings, or for any loss of goodwill or reputation, or for any indirect or consequential loss arising under or in relation to this Membership Agreement.

5.5 Subject to Clause 5.7, each party (the Indemnifying Party) agrees to indemnify the other party (the Indemnified Party) from and against any and all expenses, costs, liabilities, losses or damages actually incurred by the Indemnified Party arising out of a breach by the Indemnifying Party of any of its representations, warranties, or undertakings contained in this Membership Agreement.

5.6 The Member is responsible for ensuring that its computer system meets all relevant technical specifications necessary to receive the Membership Services. TPL employs industry standard procedures and virus checks. However, it does not guarantee that the Membership Services or the Materials will be free from viruses or other malicious code. The Member is responsible for implementing industry standard procedures and virus checks to maintain the security of its computer systems.

6. Term and Termination

6.1 This Membership Agreement will commence on the Commencement Date and, subject to Clause 6.2, will continue for an initial term of one (1) year (the Initial Term). Thereafter, this Membership Agreement will be automatically renewed for successive terms of one (1) year each (each a Renewal Term), unless either party gives written notice to the other party of its intention not to renew this Membership Agreement at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

6.2 Termination for Convenience

a) Either party may terminate this Membership Agreement at any time by giving at least 30 days’ written notice to the other party.

b) If the Member terminates this Membership Agreement for convenience, it shall not be entitled to any refund of the Membership Fees.

c) If TPL terminates this Membership Agreement for convenience, it shall refund the Membership Fees paid by the Member on a pro-rata basis for the remaining period of the Membership Term after the date of termination.

6.3

Termination for Breach

a) Either party may terminate this Membership Agreement immediately by giving written notice to the other party if:

i) the other party is in breach of this Membership Agreement and has failed to remedy such breach within 14 days of receipt of written notice specifying the breach and requiring its remedy; or

ii) the other party has committed a material breach of this Membership Agreement which is incapable of remedy.

b) Termination of this Membership Agreement under this Clause 6.3 will be without prejudice to any rights or remedies that either party may have accrued up to the date of termination.

6.4 Effects of Termination

a) On termination of this Membership Agreement for any reason:

i) all rights granted to the Member under this Membership Agreement will cease immediately;

ii) the Member will immediately cease all activities authorised by this Membership Agreement;

iii) the Member will immediately return to TPL or delete all Materials, in whatever form, that are the property of TPL and that the Member has in its possession, custody or control;

iv) TPL will cease to provide the Membership Services to the Member; and

v) the Member will immediately pay to TPL all outstanding Membership Fees and any other sums due and payable under this Membership Agreement.

b) Termination of this Membership Agreement will not affect the rights and liabilities of the parties that have accrued before the date of termination.

6.5. Survival

Survival

Any provision of this Membership Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Membership Agreement will remain in full force and effect, including but not limited to Clauses 5, 6.4 and 7 to 10.

7. Confidentiality

7.1 Each party agrees to keep the other party’s Confidential Information confidential and to only use it for the purposes of exercising its rights and performing its obligations under this Membership Agreement.

7.3 Neither party may disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, except to the extent that such disclosure is:

a) required by law;

b) required by any court, governmental or regulatory authority;

c) necessary to establish the rights of either party under this Membership Agreement or to defend against any actual or threatened legal proceedings;

d) necessary to establish the rights of a third party under this Membership Agreement or to defend against any actual or threatened legal proceedings brought by a third party; or

e) made to the professional advisers, auditors or bankers of either party.

7.3 Each party will use all reasonable endeavours to ensure that its employees, agents and sub-contractors who have access to the other party’s Confidential Information comply with the confidentiality obligations set out in this Clause 7.

7.4 The obligations in this Clause 7 will survive the termination of this Membership Agreement for a period of 5 years from the date of termination.

8. Data Protection

8.1 Both parties will comply with all applicable data protection laws and regulations including but not limited to General Regulatory Legislation

8.2 This Membership Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings between the parties, whether written or oral, relating to its subject matter.

8.3 No failure or delay by either party to exercise any right or remedy provided under this Membership Agreement or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will preclude or restrict the further exercise of that or any other right or remedy.

8.4 The Member may not assign, sub-license or otherwise transfer any of its rights or obligations under this Membership Agreement without the prior written consent of TPL.

8.5 The Member may not assign, sub-license or otherwise transfer any of its rights or obligations under this Membership Agreement without the prior written consent of TPL.

8.6 Notices given under this Membership Agreement must be in writing and sent to the registered office or email address of the receiving party. Notice will be deemed received 48 hours after the time of sending, provided that no notice of non-delivery is received by the sender.

8.7 No person who is not a party to this Membership Agreement has any right to enforce any term of this Membership Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

8.8 If any provision or part-provision of this Membership Agreement is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Membership Agreement.

8.9 TPL will use reasonable endeavours to ensure that the Membership Services are available 24 hours a day, seven days a week. TPL may, however, without notice, interrupt access to the Membership Services (i) for scheduled downtime, (ii) in the event of an emergency or (iii) where reasonably necessary for technical or operational reasons.

8.10 TPL will have the right to terminate this Membership Agreement immediately and without notice if:

a) the Member breaches any provision of this Membership Agreement;

b) the Member uses the Membership Services or Materials in any way that infringes any Intellectual Property Rights or any other rights of TPL or any third party;

c) the Member uses the Membership Services or Materials for any unlawful purpose;

d) the Member discloses or shares the Membership Services or Materials with any third party who is not a Permitted User;

e) the Member breaches the provisions relating to Confidentiality set out in this Membership Agreement;

f) the Member does anything that brings TPL into disrepute or is likely to do so;

g) the Member fails to pay any amount due under this Membership Agreement when it becomes due; or

h) the Member becomes insolvent, bankrupt or goes into liquidation or administration, or if a receiver or administrative receiver is appointed over all or any part of its assets, or if it makes an arrangement with its creditors or an order is made or a resolution is passed for its winding up.

8.11 On termination of this Membership Agreement for any reason:

a) all rights granted by TPL to the Member under this Membership Agreement will cease;

b) the Member will immediately cease to use the Membership Services and Materials;

c) the Member will immediately destroy all Materials and copies thereof in its possession or control;

d) any outstanding Membership Fees owed by the Member to TPL for the remainder of the then-current term will immediately become due and payable;

e) any accrued rights or remedies of either party as at termination will not be affected or prejudiced;

f) the provisions of this Membership Agreement which by their nature survive termination will survive such termination, including, but not limited to, Clauses 2, 5, 6.2, 6.3, 6.4, 6.5, 6.6, 8, 9, 10, 11 and 12; and

g) each party will return or destroy all Confidential Information of the other party in its possession or control.

8.12 TPL will not be liable to the Member for any delay or failure to perform its obligations under this Membership Agreement if the delay or failure arises from any cause beyond its reasonable control.

8.13 This Membership Agreement sets out the entire agreement between the parties and supersedes all prior representations, understandings and agreements between the parties relating to its subject matter.

8.14 The Member acknowledges and agrees that:

a) it has not relied on any representation, understanding or agreement that is not expressly set out in this Membership Agreement;

b) it will have no remedy in respect of any misrepresentation or untrue statement made to it upon which it relied in entering into this Membership Agreement, other than any remedy it may have for breach of the express terms of this Membership Agreement; and

c) nothing in this Clause 8.14 will operate to limit or exclude any liability for fraud.

8.15 Notices

8.15.1. Any notice or communication to be given under this Agreement by either party to the other must be in writing and sent by email to the email address notified by the other party for such purposes.

8.15.2. Notices sent by email will be deemed to have been received on the day on which they are sent, provided that they are sent before 5:00 pm local time on a Business Day. Otherwise, they will be deemed to have been received on the next Business Day.

8.16. Governing Law and Jurisdiction:

8.16.1. This Agreement will be governed by and construed in accordance with the laws of Thailand.

8.16.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, will be referred to and finally resolved by arbitration under the rules of the Thai Arbitration Institute (TAI) in force at the date of the notice of arbitration. The number of arbitrators will be one. The seat, or legal place, of arbitration will be Bangkok, Thailand. The language to be used in the arbitral proceedings will be English.

8.16.3. Nothing in this Clause will limit either party’s right to seek interim injunctive relief or other urgent interim relief from a court of competent jurisdiction.

8.17. Entire Agreement:

8.17.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations, and discussions between the parties relating to its subject matter.

8.17.2. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

8.18. Assignment and Subcontracting:

8.18.1. Neither party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed.

8.18.2. TPL may subcontract the provision of the Membership Services to any third party provided that TPL will remain liable to the Member for the acts and omissions of any such third party.

8.19. Waiver:

8.19.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and will not be deemed a waiver of any subsequent breach or default.

8.19.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy will not:

a) waive that or any other right or remedy; or

b) prevent or restrict the further exercise of that or any other right or remedy.

8.19.3. Unless specifically provided otherwise, rights arising under this Agreement are cumulative and do not exclude rights provided by law.

8.20. Severance:

8.20.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it will 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 will be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause will not affect the validity and enforceability of the rest of this Agreement.

8.20.2. If any provision or part-provision of this Agreement is deemed deleted under Clause 8.20.1, the parties will negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.