Terms and Conditions

YELSA GENERAL TERMS OF USE

1. SCOPE OF YELSA SERVICES

1.1 Yelsa is an online Platform that matches prospective “Sellers” of Property with prospective “Buyers” of Property for the purpose of providing:

(a) Sellers (as defined at 1.2(a) of these Terms) with a more efficient means of identifying potential buyers in respect of Property that they seeking to sell or otherwise dispose of via the Platform; and

(b) Buyers (as defined at 1.2(b) of these Terms) with a more efficient means of identifying and purchasing a Property that best suits their requirements.

The Platform also gives prospective Sellers the ability to connect with and appoint (via the Platform’s directory of participating Agents) a licenced real estate agent to perform any Real Estate Agency Work that is required to bring about the Transaction in respect of a given Property that a Selling Profile published by that Seller relates to.

1.2 For the purpose of providing the functions and services noted at clause 1.1. above, the Platform allows end-users who have registered an account on the Platform to do one or more of the following, provided that they have met the pre-requisites for doing so as set out in these Terms and the relevant Specific Terms:

(a) Create and publish within the Platform a “Selling Profile”, which provides a detailed description of a Property that the given end-user is considering or intending to sell or otherwise dispose of via the Platform. Such end-users, who are referred to in these Terms as “Sellers”, are also subject to the Seller Specific Terms found here. 

(b) Create and publish within the Platform a “Buying Profile”, which captures pertinent property criteria and preferences that are used to identify Selling Profiles that align with the given end-user’s specified property requirements. Such end-users, who are referred to in these Terms as “Buyers”, are also subject to the Buyer Specific Terms found here.

(c) Apply to list on the Platform’s directory of participating Agents, a “Professional Profile” that provides a detailed description of the given end-user’s experience and expertise as a licenced real estate agent under the Real Estate Agents Act 2008. Such end-users, who are referred to in these Terms as “Agents”, are also subject to the Agent Specific Terms found here.

1.3 In addition, the Platform enables each Seller to run an automatic search query, whereby the Platform identifies from the total pool of Buying Profiles published by registered Buyers, those Buying Profiles that align with the given Selling Profile that the Seller has published on the Platform (referred to in these Terms as a “Match”). A Match will occur when a given Selling Profile and Purchase Profile meet the Platform’s alignment threshold (see the Specific Terms for Buyers and Sellers respectively for more detail). The Match functionality described here at clause 1.3 in turn enables:

(a) A Seller to browse any and all Buying Profiles that the Platform has Matched with their Selling Profile.

(b) A Buyer to browse any and all Selling Profiles that the Platform has Matched with their Buying Profile (provided that the Seller has elected to make their Selling Profile visible to Matched Buyers);

(c) The Seller and the Buyer to then communicate and transact directly with each other via the Platform, for example, for the purpose of bringing about the sale or other disposal of the Property that the relevant Selling Profile relates to.

1.4 For more detail on how the core functionality of the Platform (as described above) works, refer to clauses 3.1 to 3.4 of the Buyer Specific Terms and clauses 3.1 to 3.5 of the Seller Specific Terms. For more detail on how a Seller can directly engage an Agent via the Process set out in the Platform, refer to clauses 3.1 to 3.4 of the Agent Specific Terms.

1.5 You acknowledge and agree that as the provider of the Platform, we do not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any:

(a) of the Properties that feature in a given Selling Profile;

(b) Real Estate Agency Work to end-users; and

(c) any other services associated with bringing about a real estate Transaction.

Each end-user who registers an account on the Platform is therefore solely responsible for any and all activity carried out via that end-user’s account as well as any and all communications and interactions a given end-user has with other Platform end-users from time to time. On this basis all end-users acknowledge and agree that Yelsa is not in any way responsible for such matters.

1.6 If and when a given Buyer and Seller enter into any form of agreement in respect of a Property to which a Selling Profile relates, or, if a Buyer and Agent enter into any agency or other form of agreement, such parties are contracting directly with each other. Yelsa is not and does not become a party to any such contractual relationship between such parties, nor is Yelsa an Agent, broker or insurer. Yelsa is also not engaged in providing any other form or service after the point of assisting to Match potential Buyers and Sellers in the manner described above at clauses 1.1 to 1.3 of these Terms. For the avoidance of doubt, Yelsa does not act as an Agent in any capacity for any end-user.

1.7 While we may help facilitate the resolution of disputes where appropriate, Yelsa has no control over and does not and cannot guarantee the:

(a) existence, quality, safety, suitability, or legality of any Property associated with a Selling Profile;

(b) the performance of any Agent and the suitability and quality of any Real Estate Agency Work that a given Agent performs and provides;

(c) truth or accuracy of any Selling Profile, Buying Profile, Professional Profile, end user ratings and reviews, or any other content entered into the Platform by any end-user from time to time; or

(d) performance or conduct of any end-user who is operating via the Platform in their capacity as a Buyer, Seller or Agent.

1.8 Yelsa does not endorse any Seller or Selling Profile, Buyer or Buying Profile and Agent and Professional Profile. Any references to an Agent being authorised to operate via the Platform only indicates that the given Agent has completed the relevant verification process and nothing else. For the avoidance of doubt, Yelsa does not certify or guarantee any Buyer, Seller or Agent end-user’s identity or background or whether that end-user is trustworthy, safe or suitable. You must take full responsibility for and always exercise appropriate due diligence and care when interacting with any other end-user on the Platform, whether you are doing so online or in person. No information, functionality or service available on or via the Platform should be relied on as a substitute for professional legal advice.

2. APPLICATION OF TERMS

2.1 These Terms apply to your use of the Platform. By creating an account and accessing and/or using the Platform in any way:

(a) you unreservedly agree to comply with and be subject to these Terms and any Specific Terms that are applicable to you (i.e. as a result of you having published a Selling Profile and/or Buying Profile, or where applicable, as a result of having listed a Professional Profile); and 

(b) where you access and use of the Platform in your capacity as Personnel of the person who holds an account on the Platform – known as the Permitted User in these Terms – you confirm that:

(i) you are authorised by the relevant Permitted User to access and use the Platform via their account;

(ii) in doing so you agree to comply with these Terms and any applicable Specific Terms on that Permitted User’s behalf; and

(iii) by agreeing to these Terms and any applicable Specific Terms on that Permitted User’s behalf you understand and accept that the Permitted User, as the account holder, is also bound by the same.

2.2 If you do not agree to these Terms and any applicable Specific Terms you are not authorised to access and use the Platform. 

3. CHANGES TO THESE TERMS

3.1 You acknowledge and agree that we may change these Terms and any of the Specific Terms that apply to Buyers, Sellers and Agents at any time by notifying you of the change by email or by posting a notice of a change via the Platform. Unless stated otherwise, any change made to these Terms or any Specific Terms will take effect from the date set out in such a notice.

3.2 You are responsible for ensuring you are familiar with the latest Terms and Specific Terms. By continuing to access and/or use the Platform from the date on which notified changes to the Terms and/or Specific Terms have become operative onwards, you agree to be bound by the amended Terms and/or Specific Terms in their entirety.

4. INTERPRETATION

4.1 In these Terms:

Agent means a person who: is an agent as defined under the Real Estate Agents Act 2008; has created a valid end-user account via the Platform; has been approved to list a Professional Profile on the Platform; and, has not committed any act or omission that would disentitle them to retain their Professional Profile and/or their end-user account under these Terms and/or any applicable Specific Terms (including the Agent Specific Terms).

Analytical Data has the meaning given to it at clause 7.3(a)(i) of these Terms.

Buyer: means a person who: has created a valid end-user account via the Platform; meets all the criteria required to publish a Buying Profile on the Platform (such criteria to be notified on the Platform during the process of creating a Buying Profile); and, has not committed any act or omission that would disentitle them to retain their Buying Profile and/or their end-user account under these Terms and/or any applicable Specific Terms (including the Buyer Specific Terms).

Buying Profile has the meaning given to it at clause 1.2(b) of these Terms.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of or in connection with the provision, access and use of the Platform, whether it is specifically identified as confidential or not. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Platform and any Underlying Systems. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf by another party, which is stored used or inputted into the Platform.

Fees means the applicable fees set out in the relevant Specific Terms that apply to you from time to time, which may be updated from time to time in accordance with clause 8.3 of these Terms.

Force Majeure means an event such as an act of God or act of nature, fire, flood, volcanic eruption, epidemic, pandemic, storm, explosion, sabotage, revolution, national emergency, act of war, prohibitive governmental regulation, or if any other like event beyond the reasonable control of the parties, which renders the performance of the Terms and any applicable Specific Terms impossible. It does however exclude:

(a) an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or

(b) a lack of funds for any reason.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity associated with the maintenance and delivery of the Platform and any associated services or functions.  

Intellectual Propertyhas a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Match has the meaning given to it at clause 1.3 of these Terms. 

Objectionable means any data, information or like input that is objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

Partyincludes that party’s permitted assigns.

Permitted Usersmeans the person who has acquired the primary right to access and use the Platform by duly creating an end-user account hosted by the Platform in their name, or, where an end-user account is in the name of an incorporated entity, the individual who created the end-user account in that incorporated entity’s name. 

Personincludes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal information means information about an identifiable, living person, or as otherwise defined in the New Zealand Privacy Act 1993 from time to time. 

Personnel includes officers, employees, contractors and agents who have been authorised to access and operate a given registered end-user account by the relevant Permitted User, but a reference to your personnel does not include us.

Platform means:

(a) the Yelsa technology platform that hosts the core functionality described on the yelsa.co.nz website and via any Yelsa mobile applications;

(b) yelsa.co.nz (including any sub-domain) as well as any Yelsa App that can be accessed via any mobile, tablet and like device;

(c) any other related URL, technology and/or services identified in these Terms from to time;

(d) any Underlying Systems that form part of the Platform.

Professional Profile has the meaning given to it at clause 1.2(c) of these Terms. 

Property means any transferable interest in Land, as Land is defined under the Real Estate Agents Act 2008. 

Real Estate Agency Work has the meaning provided under section 4 of the Real Estate Agents Act 2008.

Seller means a person who: has created a valid end-user account via the Platform; meets all the criteria required to publish a Selling Profile hosted by the Platform (such criteria to be notified on the Platform during the process of creating a Selling Profile); and, has not committed any act or omission that would disentitle them to retain their Selling Profile and/or their end-user account under these Terms and/or any applicable Specific Terms (including the Seller Specific Terms). 

Start Date means the date that you first access the Platform or as otherwise stated in these Terms  

Selling Profile has the meaning given to it at clause 1.2(a) of these Terms.  

Specific Terms meansthe applicable Specific Terms of use as updated from time to time, that apply in addition to these Terms to use of the Platform in the capacity of a Buyer, Seller or Agent. 

Terms means these general terms titled “Yelsa General Terms of Use” as updated from time to time, which apply to all end user types, namely Buyer, Seller or Agent end-users.

Transaction has the meaning provided under section 4 of the Real Estate Agents Act 2008.

Underlying Systems means any software, IT solutions, systems and networks (including software and hardware) that form part of, enable or otherwise support the Platform, including any third party solutions, systems, networks and the like.

Weus or our means Yelsa Limited, company number 7778877.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1.1(b) applies, both you as a Permitted User and any Personnel whom you have duly authorised to access and use the Platform via your account.

4.2 When interpreting and applying the Terms and any applicable Specific Terms the following rules apply:

(a) Words in the singular include the plural and vice versa.

(b) A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

(c) Where the word “including” and similar words are used this does not imply any limit.

(d) All headings contained in these Terms are for reference purposes only and will not be deemed to be any indication of the meaning of the clauses and sub-clauses to which they relate.

(e) Where there is a conflict or inconsistency between these Terms, and any applicable Specific Terms the Specific Terms will take precedence.

5. PROVIDING AND MAINTAINING THE PLATFORM

5.1 We must use reasonable efforts to provide and maintain the Platform:

(a) in accordance with these Terms, any relevant Specific Terms that apply and any applicable New Zealand laws;

(b) exercising reasonable care, skill and diligence expected of person providing and maintaining a platform of a similar nature and scale to the Platform; and

(c) using suitably skilled, experienced and qualified personnel.

5.2  Your ability to access and use the Platform is non-exclusive and accordingly nothing in these Terms or any applicable Specific Terms, express or implied, prevents us from providing the ability to access and use the Platform any other person.

5.3 We must use reasonable efforts to ensure that the Platform is available on a 24/7 basis. However, it is possible that on occasion the ability to access and use the Platform may be unavailable to permit any reasonably required maintenance or other development activity to take place, or where an unforeseen or Force Majeure event renders it unavailable. 

5.4  We must use all reasonable efforts to notify you in advance and provide all necessary details of any unavailability of the Platform in whole or in part.

5.5 Through the use of web services and APIs the Platform can interoperate with a range of third party service features. Where this is the case:

(a) We do not make any warranty or representation that such third party provided features will remain available on an ongoing basis.

(b) Without limiting clause 5.5(a) of these Terms above, if a third party provider ceases to provide a given feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you via the Platform.

(c) To avoid doubt, if we exercise our right to cease the availability of a third party provided feature and/or replace an existing third party feature with an equivalent or reasonable substitute, you are not entitled to any refund, discount or other compensation.

6. YOUR OBLIGATIONS

6.1 Before creating any end-user account via the Platform’s signing up process, you acknowledge and agree:

(a) That you satisfy all criteria specified in the Platform’s signing up process, which are listed as requirements that one must meet before they are entitled to create an end-user account.

(b) That you must be at least 18 years old or a duly incorporated legal entity that is currently recognised as a valid legal person under the laws of the country you are established and are able to enter into legally binding contracts.

(c) That you are only entitled to create one end-user account in your name or the name of a valid legal entity (provided that all other criteria are met).

(d) If you are registering an end-user account for an incorporated or other form of legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

(e) You are responsible for ensuring that any and all details required when creating an end-user account via the Platform are true and accurate at the time of signing up and are thereafter kept true, accurate and up to date.

(f) At any time we may require such photographic identification and/or proof of you current address that is reasonably required to verify your identity and address. Such proof of identity and address will be notified from time to time.

(g) If you fail to provide true, accurate and complete information during the sign up process we may suspend or terminate your account without notice.

(h) That you will comply with any and all applicable Laws when using the Platform. It is your responsibility to identify what legal obligations and other requirements apply to you and take any necessary steps to ensure that you comply.

6.2 When accessing the Platform you must:

(a) use the Platform in accordance with these Terms and any applicable Specific Terms and do so solely for the intended purpose of the Platform, provided that such purposes are lawful or do not otherwise fail to comply with any applicable legal requirement; and

(b) not resell or make available the Platform to any third party, or otherwise commercially exploit the Platform in a manner not permitted under these Terms.

6.3 When accessing the Platform you must not:

(a) impersonate another person or misrepresent authorisation to act on behalf of others or us, and always correctly identify the sender of all electronic transmissions;

(b) attempt to undermine the security or integrity of Platform and/or any Underlying Systems;

(c) use, or misuse, the Platform in any way which may impair the functionality of the Underlying Systems or impair the ability of any other end-user to use the Platform;

(d) attempt to view, access or copy any material or data other than:

(i) that which you are authorised to view, access and/or copy; and

(ii) to the extent necessary for you to use the Platform as intended and in accordance with these Terms; and

(e) use the Platform in a manner, nor transmit, input or store any Data in a manner that breaches any third party right (including but not limited to any Intellectual Property Rights and privacy rights under the Privacy Act 1993) or is Objectionable, incorrect or misleading; and

(f) access and use the Platform in a manner that is harmful to our interests or which could otherwise bring us or the Platform into disrepute.

6.4 If you are the Permitted User who created an end-user account that gives you the right to access and use the Platform you may authorise any Personnel to access and use the Platform on your behalf via your account. No individual other than a Permitted User, or Personal duly authorised by a Permitted User, may access or use the Platform. If you are a Permitted User who has authorise any Personnel to access to and use your account you:

(a) must ensure that such Personnel are fully aware of the need to comply with these Terms and any applicable Specific Terms when accessing and using the Platform; and

(b) accept full responsibility for any act or omission of such Personnel operating under your end-user account.

6.5 A breach of any of these Terms by any Personnel that you have authorised to access the Platform via your Yelsa account will be deemed to be a breach of these Terms by you.

6.6 You are responsible for procuring all licences, authorisations and consents required to use, store and input Data into, and process and distribute Data through, the Platform.

7. DATA

7.1 You acknowledge that: weare entitled to access the Data to exercise our rights and perform our obligations under these Terms and any applicable Specific Terms; and, to the extent that doing so is necessary but subject to clause 9 of these Terms, we may authorise any person who is a Yelsa employee, contractor or otherwise acting as an agent of Yelsa to access the Data in accordance with this clause 7.1 of these Terms.

7.2 You must arrange any and all consents and approvals that are necessary for us to access the Data as described in clause 7.1 of these Terms. Where data is owned by a third party, you warrant that you have obtained all necessary permission, licences, approvals, rights or the like, which are required for us to use that Data in the manner contemplated by the Platform, these Terms and any applicable Specific Terms.

7.3 You acknowledge and agree that:

(a) we may:

(i) use Data and any other information relating to your use of the Platform to generate anonymised and aggregated statistical and analytical data (Analytical Data); and

(ii) use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and

(b) our rights under clause 7.3(a) of these Terms above survive termination or expiry of this Agreement; and

(c) title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.

7.4 You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Platform we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law. You agree that you must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process such personal information in accordance with these Terms. You also warrant that where you have collected and provided personal information to us you have done so in a manner that fully complies with all Privacy Act 1993 provisions.

7.5 While we will take standard industry measures to back up all Data stored using the Platform, you agree to keep a separate back-up copy of all Data uploaded by you onto the Platform.

7.6 You agree that we may store Data (including any personal information) in secure servers in both in New Zealand and offshore and may access that Data (including any personal information) located in any such server from time to time.

7.7 You agree to fully indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

8. FEES

8.1 We may charge fees in consideration for the use of the Platform or any function or part thereof. Where we do charge a fee, the applicable fee (including any relevant taxes) will be displayed on the Platform.

8.2 A fee will only be charged where you have elected to access any paid functions and/or content available via the Platform. If you wish to access and use any paid Platform functions and/or content that are available you must first pay the applicable fee specified by the Platform and the applicable Specific Terms. All such Fees exclude GST. 

8.3 We reserve the right to change our fees at any time, and will provide you with adequate notice of any fee changes before they become effective. Any change in fee includes adding or removing Fees as well as changing the quantum of any existing fee.

8.4 You acknowledge and agree that we may charge interest on all overdue Fee amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date.

9. INTELLECTUAL PROPERTY

9.1 Subject to clause 9.2 of these Terms, all Intellectual Property Rights in the Platform and any and all Underlying Systems is our property, or, where applicable, is the property of any third party licensor.

9.2 Intellectual Property Rights in the Data remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

9.3 You agree to grant us a royalty-free, transferable, irrevocable and perpetual licence to use the Data and any associated know-how, techniques, ideas, methodologies, and similar Intellectual Property, that is reasonably required for the purpose of maintaining and providing the Platform and any other business purposes reasonably related to the same or otherwise notified in these Terms or any applicable Specific Terms.

9.4 If you provide us with ideas, comments or suggestions relating to the Platform or Underlying Systems (“feedback”): all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works) will be owned exclusively by us; and, we may use or disclose the feedback for any Platform or business related purpose.

9.5 You acknowledge that we do not accept responsibility for the accuracy of your intellectual property and the intellectual property of any third party that we have been licenced to use by way of incorporating it into the Platform and/or any Underlying Systems.

9.6 You acknowledge that the Platform may contain links to third party websites or feeds that are connected or relevant to the Platform. Any link from the Platform does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. We may also allow some third parties to display widgets and applications on our Websites that allow you to interact and share content including social media buttons such as Facebook share and like, Twitter, Pinterest and Google+. These linked sites, applications and widgets are not under our control, and we cannot accept responsibility for the conduct of companies linked to the Websites, or their collection of Data through these third party applications or widgets. To the maximum extent permitted by law, we exclude all responsibility or liability for such third party websites, feeds widgets, applications and the like.

10. CONFIDENTIALITY

10.1 Unless one party to these Terms has the prior written consent of the other party each party must:

(a) keep confidential at all times the Confidential Information of the other party;

(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and

(c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 10.1(a) and 10.1(b).

10.2 The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:

(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;

(b) required by law (for example, under the Official Information Act 1982, the Local Government Official Information and Meetings Act 1987 or the Privacy Act 1993);

(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

(d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or

(e) by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

10.3 If either Party is legally bound to disclose Confidential Information, that Party must first advise the other Party what information will be provided and limit the information to that required by the law.

11. WARRANTIES

11.1 Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.

11.2 To the maximum extent permitted by law:

(a) our warranties are limited to those set out in these Terms and/or any applicable Specific Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to NZD 1,000.00; and

(b) we make no representation concerning the quality of the Platform and do not promise that the Platform will:

(i) meet your specific requirements or be suitable for a particular purpose, including that the use of the Platform will fulfil or meet any statutory responsibilities that you may have; and

(ii) be secure, free of viruses or other harmful code, uninterrupted or error free.

11.3 You acknowledge and agree that where you are acquiring access to the Platform and accepting these Terms, for the purpose of trade:

(a) to the maximum extent permissible by law, the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to your access and use of the Platform or these Terms; and

(2) it is fair and reasonable that the parties are bound by this clause 10.3.

11.4 Where legislation or rule of law implies into these Terms or any applicable Specific Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to

(a) Provide access to the Platform again; and/or

(b) pay the cost of providing access to the Platform again.

12. LIABILITY

12.1 Our maximum aggregate liability under or in connection with these Terms, any applicable Specific Terms or relating your access and use of the Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the total Fees paid by you relating to the Platform in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 12.1 includes the cap set out in clause 11.2(a).

12.2 Neither party is liable to the other under or in connection with these Terms or the Platform for any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill, or any consequential, indirect, incidental or special damage or loss of any kind.

12.3 Clause 11.2 does not apply to limit your liability:

(a)to pay the Fees as required by the Terms; or

(b) under the indemnity in clause 7.7.

12.4 If either party is found liable to the other (whether in contract for breach of these Terms, tort or on any other legal basis) and the claiming party and/or any other person has contributed to the loss, damage or expense, then the amount of the liability of the liable party will be limited to the proportional extent of its own contribution to that loss, damage or expense and irrespective of the legal basis for the contribution by others (including by the claiming party) or whether any recovery is obtainable from any contributory third party.

12.5 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the access and use of the Platform.

13. TERM, TERMINATION AND SUSPENSION

13.1 Unless otherwise terminated under clause 13.2 of these Terms, your right to access and use the Platform:

(a) starts on either the Start Date or any other specified date that may otherwise be agreed by the parties; and

(b) continues until either party gives at least 30 days’ notice that they wish to terminate, at which point the Terms and your ability to access and use the Platform will terminate at the end of this notice period.

13.2 We may immediately terminate these Terms and your right to access and use the Platform if you or any person authorised to :

(a) breaches any material provision of these Terms and/or any applicable Specific Terms and the breach is not: remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or capable of being remedied; or

(b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

13.3 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination. In this respect, upon termination of these Terms, you must pay all Fees that have accrued from the provision of the Platform prior to that termination.

13.4 No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid nor will you be entitled to claim for any loss of business, profit or opportunity that arises as a result of such a Termination.

13.5 Except to the extent that a party has ongoing rights to use Confidential Information and subject to any legal requirement to the contrary, at the other party’s request following termination of these Terms a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

13.6 Without limiting any other right or remedy available to us, we may restrict, suspend or terminate your access to and use of the Platform and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

(a) undermined, or attempted to undermine, the security or integrity of the Platform or any Underlying Systems;

(b) used, or attempted to use, the Platform: for improper purposes; or in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Platform; 

(c) transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or

(d) otherwise materially breached these Terms.

14. GENERAL

14.1 Neither party is liable to the other for any failure to perform its obligations under these Terms and any applicable Specific Terms to the extent caused by Force Majeure.

14.2 For us to waive a right under these Terms and/or any applicable Specific Terms, that waiver must be in writing and signed by us.

14.3 We are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms and any applicable Specific Terms.

14.4 Either party will satisfy all legal requirements in relation to written communications where notice under these Terms and/or any applicable Specific Terms is effected by one party emailing the other.

14.5 These Terms and any applicable Specific Terms, and any dispute relating to these Terms, any applicable Specific Terms or the Platform, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms any applicable Specific Terms or the Platform.

14.6 Clauses which, by their nature, are intended to survive termination of these Terms and any applicable Specific Terms, including clauses 7.7, 9, 10, 12, 13.3 to 13.6 and 14.5, continue in force.

14.7 Each term of these Terms and any applicable Specific Terms is separately valid and binding. If any part or provision of these Terms and any applicable Specific Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms or the applicable Specific Terms.  The remainder of the Terms or applicable Specific will be binding on you.

14.8 Subject to clause 3.1 any variation to these Terms or applicable Specific must be in writing and signed by both parties.

14.9 Subject to any applicable Specific Terms, these Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms and any applicable Specific Terms, and no such representation, warranty or agreement has any effect from the Start Date.  Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 14.9.

14.10 You may not assign, novate, subcontract or transfer any right or obligation under these Terms and any applicable Specific Terms without our prior written consent, that consent not to be unreasonably withheld.  You remain liable for your obligations under these Terms and any applicable Specific Terms despite any approved assignment, subcontracting or transfer of the same.

14.11 The failure by either party to enforce at any time or for any period any one or more of the clauses in these Terms and applicable Specific Terms is not a waiver of them or of the right at any time subsequently to enforce any such clause set out in these Terms or the applicable Specific Terms.

Buyer Terms & Conditions

1. INTRODUCTION

1.1 These Specific Terms set out terms and conditions that are Specific to the access and use the Platform’s Buying Profile function. These Specific Terms apply in addition to the Terms.

1.2 Words used but not defined in these Specific Terms have the same meaning as they do in the Terms.

2. APPLICATION OF SPECIFIC TERMS

2.1 Any person who creates and publishes a Buying Profile on the Platform unreservedly agrees:

(a) to comply with and be subject to these Specific Terms, which apply to an govern access and use of the Platform’s Buying Profile functions together with the Terms; and

(b) that clause 2.1 of the Terms apply to and govern the application of these Specific Terms.

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2.1 Any person who creates and publishes a Buying Profile on the Platform unreservedly agrees:

(a) to comply with and be subject to these Specific Terms, which apply to an govern access and use of the Platform’s Buying Profile functions together with the Terms; and

(b) that clause 2.1 of the Terms apply to and govern the application of these Specific Terms.

2.2 As per clause 4.2(e) of the Terms, where there is a conflict or inconsistency between these Specific Terms, and the Terms, these Specific Terms will take precedence.

2.2 As per clause 4.2(e) of the Terms, where there is a conflict or inconsistency between these Specific Terms, and the Terms, these Specific Terms will take precedence.

3. BUYER SPECIFIC SCOPE OF YELSA SERVICES

3.1 When an end-user uses their Yelsa end-user account to create and publish a Buying Profile, that end-user (hereafter referred to as a Buyer) acknowledges that their BuyingProfile will be automatically Matched with any and all sufficiently aligned Selling Profiles (which are published by registered Sellers to the Platform during the relevant time) in the manner described at clause 1.1 to 1.3 of the Terms.

3.2 All Buyers acknowledge and agree that if a Seller wishes to pursue potential lead with one or more Buying Profiles that the Platform has Matched with their Selling Profile, that Seller can then elect to pay a one-off fee, which unlocks access to:

(a) the full details of each Buying Profile that has Matched with the relevant Selling Profile that the above one-off fee is paid in relation to; and. 

(b) Certain personal information about each Buyer who published a Matched Buying Profile (“Matched Buyers”), such as their name, phone number, email and address, which is reasonably required to enable the relevant Seller, and/or an Agent appointed by the Seller in the manner described in clause 3.4 of the Seller Specific Terms, to contact one or more Matched Buyers for purpose of:

(i) Inviting the Matched Buyers to a private viewing of the relevant Property and/or a Yelsa open home that is arranged via the Platform; 

(ii) Qualifying any and all Matched Buyers; 

(iii) Responding to any requests for information and other inquiries from associated with the relevant Property that a Matched Buyer may put to the Seller from time to time;

(iv) Any other matter associated with bringing about a specified Transaction in respect of the Property that the relevant Matched Selling Profile relates to.

3.3 The Platform enables all Matched Buyers to:

(a) review a Selling Profile that their Buying Profile has Matched with, provided that the relevant Seller has authorised their Selling Profile to be viewable by a Buyer when Matched; and

(b) request an invitation to view a Property that a Selling Profile relates to where a Match has occurred.

3.4 As per clauses 1.4 to 1.6 of the Terms, if a Seller does elect to appoint an Agent via the Platform in the manner described in clause 3.4 of the Seller Specific Terms, that Buyer agrees and acknowledges that:

(a) The appointed Agent has been engaged by the relevant Seller directly under an agency agreement that the relevant Agent and Seller parties have entered into with one and other; 

(b) Yelsa is not a party to any such agency agreement nor is Yelsa in any way involved or associated with the provision of Real Estate Agency Work by such an appointed Agent; and

(c) Owing to the above, Yelsa has no involvement in or responsibility for any interactions and dealings that a Buyer may have with such an appointed Agent.

4. BUYER SPECIFIC TERMS AND OBLIGATIONS

4.1 All Buyers acknowledge and agree that the Platform is a marketing and lead generation tool that connects prospective Buyers with prospective Sellers only, and as such, Yelsa is not a provider of Real Estate Agency Work, legal or any other services above and beyond the previously marketing and lead generation function.

4.2 Without detracting from any of end-user obligations set out in the Terms, all Buyers must acknowledge and agree that:

(a) any Buying Profile that they publish on the Platform must contain accurate, honest, complete, genuinely held and up to date information about the various property requirements that the Platform requires you to specify from time to time; 

(b) No Buying Profile or part thereof is in any way deceptive, misleading or missing any material information that the Buyer is required by the Platform when publishing a Buying Profile;

(c) Because the successful functioning of the Platform relies on it being able to Match genuine prospective Buyers with genuine prospective Sellers, all Buyers agrees that they may only publish a Buying Profile if they have a genuinely held interest in potentially acquiring a Property of the kind described in any Buying Profile that they have published on the Platform.

(d) We may request and a Buyer must provide without delay, any and all information and/or documentation that we reasonably require to verify any of the above mentioned matters at clause 4.2(a) to (c) of these Specific Terms.

(e) In the event that sufficient information and/or documentation is not provided in response to a request by us under 4.2(d) above, or we otherwise determine that misleading, deceptive or intentionally inaccurate or incomplete information has been provided by the relevant Buyer when creating and publishing a Buying Profile. All Buyers acknowledge that in such circumstances we reserve the right to remove the affected Buying Profile and may also terminate that Buyer’s end-user account.

5. DISCLOSURE

5.1 By accessing and using the Platform all Buyers must unreservedly agree to Yelsa’s “Privacy Policy”.

5.2 By publishing a Buying Profile on the Platform all Buyers must also agree that:

(a) Any information about the relevant Property criteria, preferences and requirements that they elect to include in a Buying Profile that is published on the Platform may be shared with those who have registered on the Platform as Sellers; and

(b) As described at clause 3.2(b) of these Specific Terms certain personal information about a Buyer will be made available to a Seller end-user where a Selling Profile published by that Seller has Matched with the Buying Profile of the Buyer.

Seller Terms & Conditions

1. INTRODUCTION

1.1 These Specific Terms set out terms and conditions that are Specific to the access and use the Platform’s Selling Profile function. These Specific Terms apply in addition to the Terms.

1.2 Words used but not defined in these Specific Terms have the same meaning as they do in the Terms.

2. APPLICATION OF SELLER SPECIFIC TERMS

2.1 Any person who creates and publishes a Selling Profile on the Platform unreservedly agrees: 

(a) to comply with and be subject to these Specific Terms, which apply to an govern access and use of the Platform’s Selling Profile functions together with the Terms; and

(b) that clause 2.1 of the Terms apply to and govern the application of these Specific Terms;

2.2 As per clause 4.2(e) of the Terms, where there is a conflict or inconsistency between these Specific Terms and the Terms, these Specific Terms will take precedence.

3. SELLER SPECIFIC SCOPE OF YELSA SERVICES

3.1 All sellers undertake to ensure the status of their selling profile is kept accurate and up to date, and when there is no longer a need for a particular profile, the user undertakes to change that profile’s status to inactive. When an end-user uses their Yelsa end-user account to create and publish a Selling Profile, that end-user (hereafter referred to as a Seller) acknowledges that their Selling Profile will be automatically Matched with any and all sufficiently aligned Buying Profiles (which are published by registered Buyers to the Platform during the relevant time) in the manner described at clause 1.1 to 1.3 of the Terms.3.1 All sellers undertake to ensure the status of their selling profile is kept accurate and up to date, and when there is no longer a need for a particular profile, the user undertakes to change that profile’s status to inactive. 

3.2 When a Seller is creating a Selling Profile they can choose whether the details of the Property that the given Selling Profile relates to (e.g. images, address, name, contact detail and the like) will:

(a) Remain private up until when the given Seller has elected to pay the fee referred to in 3.4 below and subsequently invites a Matched Buyer (as defined at clause 3.3(a) of these Specific Terms) to review the relevant Property (at which point the Selling Profile details will be made available to the invited Buyer); or

(b) Be automatically available to any Buyer who’s Buying Profile has Matched with the given Seller’s Selling Profile in the manner described at clause 3.1 of these Specific Terms above.

3.3 If a Seller wishes to pursue potential lead with one or more Buying Profiles that have Matched with their Selling Profile (in the manner described at clause 3.1 of these Specific Terms above), they can then elect to pay a one-off fee, which:

(a) unlocks access to the full details of each Buying Profile that has Matched with the applicable Selling Profile that the Seller paid the one off-fee in relation to; this includes the details of each Buyer who published a Matched Buying Profile (“Matched Buyers”); and.

(b) Gives the Seller the ability to communicate via the Platform with any of the Matched Buyers, for the purpose of:

(i) Inviting one or more of Matched Buyers to a private viewing of the relevant Property and/or a Yelsa open home that is arranged via the Platform; 

(ii) Qualifying one or more of the Matched Buyers; 

 (iii) Responding to any requests for information and other inquiries from associated with the relevant Property from any Matched Buyer and/or persons engaged to act on their behalf;

(iv) Any other matter associated with bringing about the Transaction sought in respect of the Property that the relevant Selling Profile relates to.

3.4 As outlined in the Agent Specific Terms, the Platform enables registered end-users who are a duly licensed agent under the Real Estate Agents Act 2008 to list a Professional Profile detailing their expertise, experience and associated personal information on the Platform’s directory of participating Agents. The Platform enables Seller end-users to:

(a) Search and/or browse this directory of participating Agents, and in doing so, to review the Professional Profiles of any participating Agent listed within it; and

(b) Appoint, via the Platform’s specified process, a preferred participating Agent to carry out Real Estate Agency Work required to bring about the Transaction that the given Seller is seeking in respect of a Property that a given Selling Profile published by them relates to.

Any Agent that a Buyer engages via the Platform must provide the requisite Real Estate Agency Work for a fixed commission of 1% plus gst (with no add on expenses charged to the seller). This percentage applies to all engagements regardless of how early or late in the process the Agent is engaged by the Seller.

3.5 As per clauses 1.4 to 1.6 of the Terms, if a Seller does elect to engage an Agent via the Platform (as described at clause 3.3 of these Specific Terms above), that Seller agrees and acknowledges that:

(a) they are required to enter into an agency agreement directly with the Agent that they have chosen to appoint; and

(b) Yelsa is not a party to any such agency agreement between the Seller and the Agent nor is Yelsa in any way involved or associated with the provision of Real Estate Agency Work by the appointed Agent.

4. SELLER SPECIFIC TERMS AND OBLIGATIONS

4.1 Sellers acknowledge and agree that the Platform is a marketing and lead generation tool that connects Sellers with Buyers only, and as such Yelsa:

(a) is not a provider of Real Estate Agency Work, legal or any other services beyond the above marketing and lead generation functions; and

(b) cannot guarantee the sale of any Property that a Selling Profile relates to.

4.2 Sellers also acknowledge and agree that the one-off fee referred to at clause 3.3 of these Specific Terms is provided in consideration for being given full access to each Buying Profile that the Platform has Matched with a given specific Selling Profile posted by that Seller and which the fee was paid in relation to. This one-off fee must be paid each and every time a given Seller wishes to obtain full access to the same in relation to any other or subsequent Selling Profile that they may also publish on the Platform from time to time.

4.3 Without detracting from any of end-user obligations set out in the Terms, all Sellers must acknowledge and agree that:

(a) any Selling Profile that they publish on the Platform must contain accurate, honest, complete and up to date information about the Property it relates to (as required by the Platform from time to time); 

(b) No Selling Profile or part thereof is in any way deceptive, misleading or missing any material information that the Seller is required to provide by law or which is otherwise required by the Platform when publishing a Selling Profile; 

(c) Sellers may only publish a Selling Profile for a Property that they are legally entitled to sell, for example, they must not publish a Selling Profile for a Property if:

(i) They do not hold legal title to the relevant Property, or have not been duly appointed by the person who is the registered title holder of said Property, to sell that Property on their behalf via the Platform.  

(ii) Is subject to a dispute regarding ownership of that Property, be it the ownership of legal title or beneficial interest claim in the relevant Property.

(d) We may request and the Seller must provide without delay, any and all information and/or documentation that we reasonably require to verify any of the above mentioned matters at clause 4.3(a) to (c) of these Specific Terms.

(e) In the event that sufficient information and/or documentation is not provided in response to a request by us under 4.3(d) above, or we otherwise determine that misleading, deceptive or intentionally inaccurate or incomplete information has been provided by a Seller when creating and publishing a Selling Profile, we reserve the right to remove the affected Selling Profile and may also terminate that end-user’s registered Yelsa account. In the event that a Selling Profile is removed for the reasons noted in this clause, the affected Seller will not be entitled to the refund of any fees paid in relation to the relevant Selling Profile. In the event that an end-user’s account is terminated for misconduct of the kind described in this clause or for any other material breach of the Terms or these Specific Terms that warrants termination of the account, that end-user will not be entitled to a refund of fees paid in relation to any Selling Profile that they have published.

5. LICENCED REAL ESTATE AGENTS AS SELLERS

5.1 If a registered end-user on this Platform is also a real estate agent who holds, or is deemed to hold, a current licence as an agent under the Real Estate Agents Act 2008, that person must disclose this in each and every Selling Profile that they publish on the Platform. This is required whether or not that end-user is posting a Selling Profile:

(a) in their professional capacity as a licenced real estate agent acting on behalf of a third party vendor who owns or has the right to sell the Property to which the given Selling Profile relates; or

(b) in their personal capacity (i.e. as a private individual) who either owns the Property to which the given Selling Profile relates or otherwise has a legal right to sell that Property in their personal capacity (other than as a licenced real estate agent acting under an agency agreement).

5.2 The obligation set out at 5.1 applies whether or not the end-user is an Agent (as defined under the general Terms) who has listed a Professional Profile on the Platform’s directory of participating Agents and is subject to the Agent Specific Terms.

6. DISCLOSURE

6.1 By accessing and using the Platform all Sellers must unreservedly agree to Yelsa’s “Privacy Policy” which can be found here.

6.2 By publishing a Selling Profile on the Platform all Sellers must also agree that:

(a) Any information about a given Property that they elect to include in a Selling Profile that they publish on the Platform may be shared with those who have registered on the Platform as Buyers; 

(b) Any publicly available information about the relevant Property that they elect to include in a Selling Profile may also be made available to other users on the Platform; and

(c) Their name, phone number and email address may be displayed to those who have registered on the Platform as Buyers so they might contact the Seller for the purpose of making inquiries about the relevant Property.

Agent Terms & Conditions (1.1)

1. INTRODUCTION

1.1 These Specific Terms set out terms and conditions that are Specific to the access and use the Platform’s Professional Profile function. These Specific Terms apply in addition to the Terms.  

1.2 Words used but not defined in these Specific Terms have the same meaning as they do in the Terms.

2. APPLICATION OF SPECIFIC TERMS

2.1 Any person who creates and publishes a Professional Profile on the Platform (hereafter referred to as an Agent) unreservedly agrees:

(a) to comply with and be subject to these Specific Terms, which together with the Terms apply to an govern:

(i) access and use of the Platform’s Professional Profile function; and

(ii) the provision of any Real Estate Agency Work arising from a Platform based referral; and

(b) That clause in 2.1 of the Terms also govern the application of these Specific Terms;

2.2 As per clause 4.2(e) of the Terms, where there is a conflict or inconsistency between these Specific Terms, and the Terms, these Specific Terms will take precedence.

3. AGENT SPECIFIC SCOPE OF YELSA SERVICES

3.1 If an end-user meets all relevant criteria listed in clause 4.1 of these Specific Terms they may apply via their Yelsa end-user account to list a Professional Profile on the Platform’s directory of participating Agents. All such applications will be considered in accordance with clause 4.2 and 4.3 of these Specific Terms. If that end-users application is approved they will be an Agent as defined by the Terms.

3.2 As set out clause 3.4 and 3.5 of the Seller Specific Conditions the Platform hosts a directory of participating Agents. Any Seller who has published a Selling Profile for a given Property on the Platform can:

(a) Search and/or browse Platform’s directory of participating Agents, and in doing so, review the Professional Profiles of any participating Agent listed on that directory.

(b) Appoint, via the Platform’s specified process,  a preferred participating Agent to carry out Real Estate Agency Work required to bring about the Transaction that the given Seller is seeking (i.e. in respect of the Property that the relevant Selling Profile relates to).

 3.3 If the Agent is willing and able to accept the Seller’s appointment noted at clause 3.2(b) of these Specific Terms above (“Platform Based Appointment”), they must do so via the process set out in the Yelsa Platform. All Agents acknowledge and accept that they must not solicit or otherwise encourage people who are registered as Buyers or Sellers to engage with the Agent outside of the Platform.

3.4 If an Agent elects access and use the Professional Profile function they acknowledge that they are choosing to do so for lead generation and marketing purposes only. Agents also agree that if they accept a Platform Based Appointment, Yelsa is not responsible for and does not participate in any way with the delivery of any such Real Estate Agency Work associated with that appointment. For the avoidance of any doubt all Agents agree that:

(a) their relationship with Yelsa is limited to being an independent, third-party contractor, and not an employee, agent, joint venture partner or partner of Yelsa for any reason;

(a) at all times they are acting exclusively on their own behalf and for their own benefit, and not on behalf, or for the benefit of Yelsa; 

(b) Yelsa does not, and shall not be deemed to, direct or control them generally or in their performance under these Terms specifically, including in connection with their provision of Real Estate Agency Work; and

(c) that they have complete discretion whether to list their Professional Profile or otherwise engage in other business or employment activities.

4. APPLYING CREATE AN AGENT ACCOUNT AND LISTING A PROFESSIONAL PROFILE

4.1 In addition to the requirements set out in clause 6 of the Terms all end-users acknowledge that they are only entitled to create and list a Professional Profile on the Platform’s directory of participating Agents if:

(a) hold a current real estate licence with the Real Estate Agents Authority; 

(b) they are not declined from doing so under clause 4.3; and

(c) have a genuinely held interest in providing Real Estate Agency Work to Sellers that seek to appoint you to do the same via the Platform

In the event that any Agent breaches or otherwise fails to meet any of these Specific Terms or the more general Terms in a material way (be it at the time of signing up, listing a Professional Profile or any time thereafter) we may elect to remove their Professional Profile from the Platform’s directory of participating Agents without notice and/or suspend or terminate that Agent’s registered account.

4.2 All end-users acknowledge and agree that any new Professional Profile must be approved by us before it can be listed in the Platform’s directory of Agents. We may, at our sole discretion, determine whether or not to approve an end-user’s application to list a Professional Profile on the Platform’s directory.

4.3 Without limiting our discretion described at 4.2 above, factors that we will take into account when determining whether or not to approve an application to list a Professional Profile, include but are not limited to:

(a)The applicant end-user’s professional conduct as recorded by the Real Estate Agents Authority, which may include, where applicable, any complaints formally lodged against the end-user under the Real Estates Agents Act 2008 (“Act”); the outcome of any Real Estate Agent’s Disciplinary Tribunal; any disciplinary action taken against the applicant end-user under the Act; 

(b) The outcome of any criminal record check that the end-user has authorised us to undertake; 

(c) Whether or not, and if so, on how many occasions, the end-user has been the subject of bankruptcy, liquidation and/or receivership proceedings, and where appropriate, the outcome of such proceedings; 

(d) Whether we have good reason to believe that the end-user has previously conducted any Real Estate Agency Work and/or any associated dealings in a manner that:

(i) was in breach or was likely to have been in breach of the Act, the current Real Estate Agents Act (Professional Conduct and Client Care) Rules 2012 (the Code of Conduct) and/or any other applicable laws of New Zealand; and

(ii) would materially violate the Terms, these Specific Terms and any reasonable and lawful policies and procedures that we may publish from time to time had they been subject to the same at that time; and

(e) Any other known conduct of the end-user that can reasonably be regarded as objectionable, obscene, or otherwise likely to bring us into disrepute if your Professional Profile was listed on the Platform.

5. PLATFORM REFERRAL BASED APPOINTMENTS

5.1 All Agents acknowledge and agree that every time they accept a Platform Based Appointment they must, amongst other things:

(a) Pay to Yelsa a referral fee of $295 for the successful referral generated by the Platform’s Professional Profile and related directory function prior to entering into a listing agreement with the relevant Seller who has offered to appoint them under that Platform Based Appointment.  

(b) To provide the requisite Real Estate Agency Work associated with any Platform Based Appointment for a fixed commission of 1% plus gst and to not charge the Seller any other fees or expenses (e.g. establishment fees, administration fees, advertising costs or promotional levies). 

(c) To enter into an agency agreement directly with the Seller who has appointed them via the relevant Platform Based Appointment prior to providing the requisite Real Estate Agency Work associated with that appointment. 

(d) Accept sole responsibility for meeting any and all New Zealand legal requirements that may apply to any Real Estate Agency Work that they perform pursuant to a Platform Based Appointment; and 

(e) Any Real Estate Agency Work that they perform pursuant to a Platform Based Appointment must at all time comply with:

(i) the Real Estate Agents Act 2008 and any regulations or other legally enforceable rules enacted pursuant to this Act, such as the Real Estate Agents Act (Professional Conduct and Client Care) Rules 2012; 

(ii) any applicable obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and any applicable regulations or other legally enforceable rules enacted pursuant to this Act; and

(iii) any other legislation or other legal requirements that are either are applicable or otherwise relevant to the given Real Estate Agency Work provided.

(f) That in accordance with their status as an independent third-party contractor (as outlined in clause 3.4 of these Specific Terms) all Agent’s acknowledge and accept that Yelsa is not in any way:

(i) involved in or associated with the provision of delivery of any Real Estate Agency Work provided pursuant to or otherwise associated with a Platform Based Appointment; 

(ii) responsible for the representations, instructions or any other act or omission of a Buyer and/or Seller that an Agent may encounter when performing any Real Estate Agency Work provided pursuant to or otherwise associated with a Platform based appointment; 

(iii) responsible for any damages, costs or losses that arise in the event that an agency agreement that is entered into following a Platform Based Appointment is cancelled, whether or not the Seller party who cancels a given agency agreement was legally entitled to do so or not; 

(iv) responsible for a Seller’s failure to comply with the terms of the agency agreement that is entered into following a Platform Based Appointment, including any failure by a Seller to pay a commission that the relevant Agent has become entitled to under such an agency agreement.

6. OTHER AGENT TERMS AND OBLIGATIONS

6.1 All Agents acknowledge and agree that the Platform is a marketing and lead generation tool, whereby:

(a) it gives Agents the opportunity to connect with and be appointed by a Seller via the Platform (as described in clause 3.2 of these Specific Terms); 

(b) if an Agent obtains a Platform Based Appointment, it provides potential pre-existing leads that the Platform has generated by Matching the Selling Profile (to which the given appointment relates) with Selling Profiles published on the Platform by potential Buyers.

6.2 All Agents acknowledge and agree that Yelsa:

(a) is not a provider of Real Estate Agency Work, legal services, or, any other services beyond the above marketing function;

(b) will not promote any particular Agent nor direct or encourage users to retain any particular Agent;

(c) cannot guarantee that any end-user who successfully lists and maintains a Professional Profile will obtain any amount of business via the Platform; and

(c) cannot guarantee that any Platform Based Appointment will result in a successful Transaction being brought about in relation to a Property to which a Platform Based Appointment relates nor that the associated commission as described in clause 5.1(b) of these Specific Terms will be obtained by the relevant Agent.

3.3 On the basis of and further to clause 6.2 of these Specific Terms, all Agents acknowledge and agree that the fee referred to at 3.3(a) of these Specific Terms:

(a) is consideration paid in exchange for the Platform functions and services outlined at 6.1 only; 

(b) must be paid by an Agent each and every time they accept a new Platform Based Appointment from a Buyer, as described at clauses 3.2 and 3.3 of these Specific Terms; and

(c) will not be refundable in the event that, for whatever reason, an Agent is unable to successfully complete the Property related Transaction that a Platform Based Appointment relates to.

6.4 Without detracting from any obligations set out in the Terms, all Agents acknowledge and agree that:

(a) Any Professional Profile that they list on the Platform must contain accurate, honest, complete and up to date information about their expertise and experience as a licenced real estate agent, and must display any and all information in this respect that is as required by the Platform from time to time. 

(b) No Professional Profile or part thereof is in any way deceptive, misleading or missing any material information that the Agent is required to provide by law or which is otherwise required by the Platform. 

(c) They may only list a Professional Profile on the Platform’s directory if they meet and continue to meet all the requirements set out at clause 4.1 of these Specific Terms.

(d) They must provide without delay, any and all information and/or documentation that we reasonably require to verify any of the above mentioned matters. 

(e) In the event that sufficient information and/or documentation is not provided in response to a request by us under clause 5.3(d) of these Specific Terms, or we otherwise determine that misleading, deceptive or intentionally inaccurate or incomplete information has been provided by an Agent when creating and listing a Professional Profile, we reserve the right to remove that Agent’s Professional Profile and may also suspend or terminate the relevant end-user’s Yelsa registered account. In the event that an Agent’s Professional Profile is removed for the reasons noted in this clause, that Agent will not be entitled to the refund of any referral fees paid at that point in time.

7. DISCLOSURE

7.1 By accessing and using the Platform all Agents must unreservedly agree to Yelsa’s “Privacy Policy” which can be found here.

7.2 By listing a Professional Profile on the Platform all Agents must also agree that:

(a) Any information in the Professional Profile (e.g. such as their email, work phone number, real estate agency company they work for, REAA licence number, region they work in, specific areas of professional expertise and professional blurb) being made available to Sellers who can access the Platform’s directory of participating Agents; 

(b) Certain information that is listed in their Professional Profile may also be made available to Buyer end-users and their authorised Personnel, where required to enable and enhance the functionality of the Platform.

The Better Way to Connect Buyers and Sellers

Yelsa is the new & easy way to connect Buyers with Sellers of property in New Zealand.
You can list your property for sale on Yelsa without putting it on the market.

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