GENERAL TERMS AND CONDITIONS OF CONTRACT - USE OF PUBLICATION SERVICE
1. Value of the General Terms and Conditions
These General Terms and Conditions govern, together with the Partner Agreement Proposal signed by the Parties, the contractual relationship between ILV and the Agency.
The Proposal and these General Terms and Conditions constitute a single contract.
2. Properties, content and Agency responsibility
The Agency represents and warrants that it is entitled to propose, publish and promote the properties sent to ILV.
The Agency warrants that descriptions, prices, surfaces, photographs, videos, floor plans, renderings, documentation, mandates, availability titles and any other information relating to the properties are true, correct, up to date and lawfully usable.
The Agency undertakes to promptly inform ILV of any sales, suspensions, revocations, price changes, unavailability, irregularities or changes relating to the published properties.
ILV may request at any time suitable documentation proving the Agency's entitlement to publish and promote the properties.
3. Publication, adaptation and removal of listings
The Agency authorizes ILV to use materials and information about the properties for cataloguing, publication, promotion, advertising, lead management and commercial communication purposes.
ILV may adapt texts, translations, images, descriptions, titles and commercial materials to make them consistent with its digital, editorial and international positioning.
ILV may reject, suspend, hide, remove or limit the visibility of one or more properties where the content is incomplete, not up to date, non-compliant, harmful to third-party rights, inconsistent with ILV positioning or potentially prejudicial.
4. ILV services and no obligation of result
ILV may carry out, directly or through its operators, professionals, partners or collaborators, digital promotion, lead qualification and pre-qualification, first commercial contact, client/Agency coordination, legal-tech support, preliminary document checks, due diligence and operational assistance for the purchase.
ILV does not assume any obligation of result in relation to the sale of the properties, the conclusion of negotiations, or the obtaining of binding offers, preliminary agreements or deeds of sale.
It is understood that any document support, due diligence, coordination or assistance activities provided by ILV to the client shall be subject to a separate engagement between ILV and the client.
5. Leads, clients and bypass prohibition
All clients coming from ILV/YourLuxuryHome platforms, portals, campaigns, channels, databases, social media, domains or activities shall be considered clients generated, presented or qualified by ILV.
The Agency undertakes not to exclude ILV from the relationship with such clients where the client has been generated, presented, qualified or pre-qualified by ILV.
The Agency also undertakes not to hinder, where useful and in the client's interest, ILV's possibility to offer the client separate document support, coordination, legal-tech, due diligence and purchase assistance services.
It remains understood that any engagement of ILV must be freely granted by the client, with no automatic obligation on the client.
The bypass prohibition also applies where the transaction is concluded through family members, affiliated companies, trustees, consultants, corporate vehicles, interposed persons or other subjects attributable to the client.
This obligation shall remain effective for 24 months from the date of the client's first contact with ILV or from the client's presentation to the Agency.
6. Operational coordination and economic management
The Parties may agree, for each transaction, on the most appropriate operational and economic methods to support the successful outcome of the negotiation and ensure the client receives a coordinated and unified experience.
Where appropriate, the Agency and ILV may present an integrated service to the client, without prejudice to the distinction between the Agency's mediation activity and any separate support, coordination, legal-tech and due diligence services provided by ILV.
Any methods of collection, invoicing, separation of fees or unified management of payments shall be defined from time to time, through traceable agreements between the Parties and in compliance with applicable law.
Each Party remains responsible for issuing its own invoice and for the related tax obligations.
7. Withdrawal, termination notice and ongoing transactions
Early withdrawal must be communicated by certified email, email or another traceable written means and shall take effect after the notice period indicated in the Proposal.
Notice of non-renewal must be communicated at least 30 days before expiry.
In the absence of timely notice of non-renewal, the agreement shall automatically renew as provided in the Proposal.
Withdrawal or non-renewal shall not affect:
- transactions already started;
- clients already generated, presented, qualified or managed by ILV;
- any engagements granted by the client to ILV;
- confidentiality, privacy, indemnity and bypass prohibition obligations;
- any rights already accrued by the Parties.
For leads already generated or qualified by ILV before termination of the agreement, ILV shall retain the right to maintain the relationship with the client and to propose, where useful and freely accepted by the client, its separate document support, legal-tech, due diligence and assistance services.
In the event of serious breach, the non-breaching Party may terminate the agreement by written notice, without prejudice to the right to payment of any amounts accrued and to compensation for any damage.
8. Relationship with the client
The Parties undertake to cooperate in good faith so that the client perceives a professional, coordinated and orderly service.
The Agency shall primarily handle the real estate aspects, viewings, relationships with the property owner, negotiation and the obligations specific to mediation activity.
ILV shall primarily handle digital promotion, lead qualification, commercial and legal-tech coordination, document support, due diligence and purchase assistance, where entrusted by the client.
The Parties undertake not to provide the client with contradictory, misleading or uncoordinated information.
9. Non-exclusivity
This agreement does not grant the Agency any exclusivity over ILV/YourLuxuryHome platforms, domains, clients or network.
ILV remains free to collaborate with other agencies, professionals, property finders, consultants, real estate companies, law firms and sector operators.
The Agency remains free to carry out its ordinary business, without prejudice to compliance with the obligations relating to clients generated, qualified or presented by ILV.
10. Privacy and data processing
The Parties undertake to process personal data in compliance with Regulation (EU) 2016/679, Legislative Decree 196/2003 and applicable privacy legislation.
Unless otherwise agreed in writing, each Party shall act as an independent data controller for the activities under its own responsibility.
Clients' personal data may be processed exclusively for purposes connected with managing requests, lead qualification, real estate promotion, negotiation, due diligence, purchase coordination and compliance with legal obligations.
The Parties undertake not to use the data received for purposes unrelated to this agreement and not to transfer it to unauthorized third parties.
11. Intellectual property, trademarks and platforms
Each Party remains the owner of its own trademarks, logos, domains, software, platforms, databases, content, commercial materials and intellectual property rights.
The Agency does not acquire any rights over ILV trademarks, domains, platforms, databases, software or digital assets.
The Agency is prohibited from using the ILV/YourLuxuryHome name, trademark or domains for purposes other than the performance of this agreement, unless authorized in writing by ILV.
12. Liability and indemnity
ILV shall not be liable for the truthfulness, availability, marketability, urban planning, cadastral, building, mortgage, tax or documentary regularity of the properties sent by the Agency, unless specifically engaged in writing by ILV.
The Agency shall indemnify and hold ILV harmless from any dispute, damage, sanction, claim or request arising from inaccurate, incomplete, outdated, unauthorized or otherwise property-related information sent by the Agency.
ILV may not be held liable for failure to sell the properties, failure to complete negotiations or failure to conclude offers, preliminary agreements or deeds of sale.
13. Confidentiality
The Parties undertake to keep confidential all commercial, technical, economic, legal, strategic, operational and organizational information learned in the performance of this agreement.
The confidentiality obligation shall remain effective for 3 years from termination of the relationship.
14. Communications
Any communication relating to this agreement must be made in writing by certified email, email or another traceable means.
Communications to ILV must be sent to the following certified email address: [email protected].
Communications to the Agency must be sent to the contact details indicated in the Proposal.
15. Applicable law and competent court
This agreement is governed by Italian law.
Any dispute relating to the validity, interpretation, performance, termination or cessation of this agreement shall be subject to the exclusive jurisdiction of the Court of Milan, without prejudice to any mandatory court provided by law.
16. Final provisions
The nullity, invalidity or ineffectiveness of one or more clauses shall not result in the nullity of the entire agreement.
Any tolerance by one Party of the conduct of the other Party shall not constitute a waiver of the rights arising from this agreement.
Any amendment or supplement must result from a written deed, including by certified email, email or another traceable means.
Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Partner Agency declares that it has read and specifically approves the following clauses:
- Art. 3 - Publication, adaptation and removal of listings;
- Art. 4 - ILV services and no obligation of result;
- Art. 5 - Leads, clients and bypass prohibition;
- Art. 6 - Operational coordination and economic management;
- Art. 7 - Withdrawal, termination notice and ongoing transactions;
- Art. 9 - Non-exclusivity;
- Art. 12 - Liability and indemnity;
- Art. 13 - Confidentiality;
- Art. 15 - Competent court.