Definitions

Agreement = agreed provision of service between the client and the supplier

Client = customers of PropertySmart.ie looking to avail of goods and or services arranged or facilitated through PropertySmart.ie, and or customers of a Supplier looking to avail of goods and or services arranged or facilitated through the Supplier’s website leveraging PropertySmart.ie

Client Hub = PropertySmart.ie’s Client facing platform that facilitates a Client search for Suppliers for a given service

Commission = % commission per transaction withheld by PropertySmart.ie on Fees raised by suppliers for their goods and services arranged through PropertySmart.ie

Digital Plugin = embedded application on a supplier’s website using PropertySmart.ie’s hosted environment and services to enable supplier specific quotes and collection of fees

Fees = professional fees raised by supplier for their goods or services due to be paid by the Client to the Supplier

Intermediary = PropertySmart.ie entity providing the mechanism to connect clients and suppliers to transact business

Maintenance Fee = service charge levied on suppliers to allow access to and participation on PropertySmart.ie and contribute towards related ongoing account maintenance and support. This Maintenance Fee may be levied on an annual basis with payment required in advance, or on a monthly subscription basis at PropertySmart.ie’s discretion

Net Fees = Fees less Transaction Charges withheld by the Payment Merchant and less Commission withheld by PropertySmart.ie

Parties = refers to any of the following: client, PropertySmart.ie, supplier or Payment Merchant.

Property Smart Hub Ltd = the legal entity trading as PropertySmart.ie (“we”, “us” or “Our”)

PropertySmart.ie = the legal entity Property Smart Hub Ltd, including it’s Website, platform, Digital Plugin, Client Hub, hosted environment and services

Service Level Agreement (SLA) = agreed upon service levels suppliers are expected to maintain to meet client expectations and enable smooth processing of and fulfilment of transactions arranged through PropertySmart.ie

Services = refers to the services arranged or facilitated by PropertySmart.ie between a client and a supplier

Supplier = professionals offering goods and or services to clients leveraging PropertySmart.ie

Transaction = refers to any agreed services arranged by a client with a supplier leveraging PropertySmart.ie where payment has been processed.

Transaction Charges = Charges levied per transaction to cover the cost of processing payments through our chosen Payment Merchant

Website = refers to the PropertySmart.ie website, hosted environment and or mobile app. (link to website/app)

General Terms and Conditions

1. When confirming a Transaction and making a purchase through PropertySmart.ie, clients are entering into an agreement directly with the selected Supplier, not with PropertySmart.ie.
2. PropertySmart.ie is an Intermediary and will facilitate the remittance of all Client Net Fees due to the relevant Supplier, and will provide email confirmation of the Transaction to the Supplier
3. PropertySmart.ie accepts no responsibility to deliver any goods or Services purchased by the Client. Responsibility for the provision of Services, and the quality of such Services rests solely with the selected Supplier.
4. PropertySmart.ie is not responsible for ensuring accuracy of information displayed on our Website in respect of and provided by Suppliers about their business, Services offered and Fees.
5. PropertySmart.ie is not responsible for ensuring accuracy of information provided by Clients when entering into Transactions with Suppliers on our Website or leveraging our platform or Digital Plugin, hosted environment and services
6. PropertySmart.ie has no liability for and accepts no responsibility for any consequences or financial loss to Clients arising from acting upon the advice or recommendation of any Supplier.
7. Any grievance regarding the Services provided by any Supplier must be handled directly between the Client and the Supplier. PropertySmart.ie will not act as a mediator or facilitator in any disputes.
8. If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
9. This Agreement and the obligations of the Parties shall be governed by and construed in accordance with the laws of the Republic of Ireland and subject to the exclusive jurisdiction of the courts of the Republic of Ireland.

Price and Payment Terms & Conditions

1. Prices quoted for Fees are in Euros (€) inclusive of VAT. Clients must pay in the currency that is quoted in the price. If Clients are paying from an account using another currency, their card company should exchange the amount charged at it’s given exchange rate. The cost of exchanging currency will not be borne by PropertySmart.ie, the Payment Merchant or the Supplier.
2. Payment may be made using credit card, or debit card
3. PropertySmart.ie reserves the absolute right to accept or refuse any payment made in any form.
4. PropertySmart.ie will not charge for any Service that cannot knowingly be fulfilled, based on the data provided to PropertySmart.ie by the Supplier.
5. Fees quoted on PropertySmart.ie assume that Clients have entered accurate information in order to generate a fair quote for Services by Suppliers. It also assumes that Suppliers have correctly entered and maintained their Fees and other data that relates to participation in quote results and acceptance of business transactions on PropertySmart.ie. If upon further investigation Suppliers identify that the data provided by a Client was inaccurate and the Fee quoted and paid by the Client for the Transaction is insufficient or excessive, Suppliers may at their discretion seek to amend the amount of fees due, either by charging an additional Fee or making a partial refund directly with the Client. Any such amendment to Fees paid by Clients to Suppliers for a given Transaction will not be handled through PropertySmart.ie.
6. If, after a Transaction has been confirmed and Fees collected and Net Fees remitted to the Supplier, a Client wishes to cancel the Transaction, for whatever reason, it is the Client’s responsibility to contact the Supplier directly to arrange for any cancellation of Services and any potential full or partial refund. PropertySmart.ie is unable to cancel Transactions or provide any refunds.
7. If a Transaction is cancelled by either the Supplier or Client for whatever reason, and a refund of Fees is due to the Client from the Supplier, it is solely the Supplier’s responsibility to refund the appropriate amount to the Client in full.
8. In order to maximise security PropertySmart.ie will not hold any credit/debit card details after the Transaction has been made.
9. The Client hereby consents to their credit/debit card details being used for the purpose of making a Transaction referred to herein.
10. Your statutory rights are unaffected by these Terms.

Clients hereby agree to adhere to PropertySmart.ie’s, Privacy Policy, General Terms & Conditions and Price & Payment Terms & Conditions, Supplier Terms & Conditions. PropertySmart.ie reserves the right to amend the details of these policies and terms & conditions over time as necessary.

Supplier Terms & Conditions

1. PropertySmart.ie is offering Suppliers a free trial period, allowing access to PropertySmart.ie without any Maintenance Fee or Commission until 31st December 2020. PropertySmart.ie reserves the right to terminate the free trial period for any reason, without notice and with compensation.
2. PropertySmart.ie will charge Suppliers a Maintenance Fee from 1st January 2021 to allow for continued access to and participation on PropertySmart.ie and to contribute towards related ongoing account maintenance and support.
3. The Maintenance Fee charged may be levied on the basis of an annual payment in advance covering a period of 12 months or on a monthly subscription basis, at the discretion of PropertySmart.ie.
4. From 1st January 2021 PropertySmart.ie will charge a Commission for every Transaction carried out through PropertySmart.ie. A reduced % Commission will be applied to Transactions which originate from a Suppliers website and which are completed leveraging only our Digital Plugin.
5. Maintenance Fees and % Commission rates will be communicated to Suppliers prior to 1st January 2021 and thereafter may be subject to change
6. All Supplier Fees charged for Transactions will have VAT, at the prevailing rate, applied when being quoted and will be displayed as “inc VAT”, and will be collected by the Payment Merchant and remitted directly to the Supplier as Net Fee (less the Transaction Charge and less any PropertySmart.ie Commission applicable).
7. PropertySmart.ie does not withhold any tax or VAT on behalf of Suppliers. It is each Supplier’s sole responsibility to calculate and pay any tax or VAT due on fees received.
8. Payment Provider
   PropertySmart.ie has chosen Stripe as our preferred Payment Merchant. It will be necessary for Suppliers to open and maintain a Stripe Connect account in order to receive Net Fee payments directly to their bank accounts. The Supplier will enter into an agreement with Stripe, contained in this document titled “Stripe Connect Account Agreement”.
   • Our payment processor stripe may require identification or other company details for Anti Money Laundering Purposes (“AML”) or other regulatory requirements. These will be clearly indicated when required in your Property Smart Account and may only be requested when certain thresholds are reached.
   • All documents related to AML, KYC and bank details are requested, processed and maintained by the Payments provider in accordance with the Stripe Connected Account Agreement.
   • To be able to automatically accept payments to your bank account, your account set up needs to be completed. This enables the payment provider to automatically and directly credit your bank account following customer payments.
   • Stripe, reserves the right to change the Payout Schedule or suspend payouts if the account is incomplete or to should they determine; it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service or if required by law or court order.
9. The Payout schedule refers to the time it takes for us to initiate a transfer to your Bank Account of settlement funds arising from card transactions processed through the Service ("Payout Schedule").

   The payout schedule is automated. It is set at 7 (seven) days from receipt of customer payment. Please allow up to 10 days for payment to be credited to your bank account. ProperySmart.ie and the payment processor may review and make changes to the payment schedules based on transaction volume and frequency. Clients will be informed of any changes to this schedule. Only accounts that have completed their set up with the payment provider Stripe will be eligible of receiving funds, otherwise any funds will be placed on hold until the account set up is complete.

10. All Transactions are subject to a separate Transaction Charge which covers the cost of processing payments through the Company’s selected Payment Merchant. Transaction Charges are separate and distinct from any PropertySmart.ie Maintenance Fee or Commission and apply even during any promotional periods where PropertySmart.ie waives its’ Maintenance fee or Commission.
11. Transaction Charges are currently as follows as @ Dec 1st 2019
    • For Domestic Credit/Debit cards = (1.9% + 0.25c) + VAT applied to the Transaction amount.
    • For Foreign Credit/Debit cards = (3.4% + 0.25c) + VAT applied to the Transaction amount.
12. Suppliers hereby acknowledge and consent to PropertySmart.ie providing required data to our Payment Merchant, Stripe, in order to establish a Stripe Connect account for the purposes to remitting Net Fees collected from Clients to the Supplier for Transactions carried out through PropertySmart.ie.
13. It is the Supplier’s responsibility to ensure that accurate bank account information along with any additional information or documentation requested by Stripe in respect to Anti Money Laundering (AML) requirements is provided in a timely manner to ensure that payouts of any Net Fees received by Stripe can be paid into the Supplier’s bank account from their Stripe Connect account.
14. Only in exceptional circumstances, on a case by case basis, where a Transaction is cancelled as a result of an error or omission on the part of PropertySmart.ie, will PropertySmart.ie refund any commission withheld to the Supplier.
15. By registering for PropertySmart.ie suppliers hereby agree to accept and transact all business arranged for them through PropertySmart.ie in good faith, in accordance with the parameters/conditions they have defined and maintain.
16. It is the responsibility of each supplier to maintain and ensure the accuracy of their data on PropertySmart.ie including, but not limited to, company information, services offered, quote engine rates and Fees, Geographical area of coverage, availability to accept new Transactions, Max # Online Transactions per week, accuracy of sample reports etc. It is not the responsibility of PropertySmart.ie to review or seek to validate the accuracy of this information.
17. PropertySmart.ie may request feedback from Clients on their experience working with each supplier and may choose to publish aggregated ratings beside each Supplier, once a sufficient minimum number of responses (as determined by PropertySmart.ie) have been received. The Suppliers hereby consent to this publication of this “rating” beside their profile on our Client Hub.
18. PropertySmart.ie reserves the right to remove any supplier from the website and its panel at its discretion if it receives consistent negative feedback from clients and/or if the supplier consistently fails to meet the service level agreement.
19. Supplier access to PropertySmart.ie is subject to payment of any applicable Maintenance Fee and PropertySmart.ie reserves the right to suspend or cancel access to PropertySmart.ie where said Maintenance Fee is not paid.
20. Suppliers agree to adhere to the PropertySmart.ie Supplier Specific Terms & Conditions and acknowledges that PropertySmart.ie reserves the right to amend the Maintenance Fee and Commission rates charged over time.

Stripe Connect Account Agreement

This Stripe Connected Account Agreement (“Connected Account Agreement”) is an agreement between Stripe and you, being the person or legal entity (including sole proprietors) identified to Stripe as the owner of the Stripe Account that is to be integrated with third-party platform providers that use Stripe Connect (“Connect Platforms”). You expressly agree to the terms and conditions of this Connected Account Agreement, the Stripe Services Agreement, and any updates or modifications to either of those documents made from time to time by Stripe.

We use a number of defined terms in this Connected Account Agreement. The products and services that you receive from a Connect Platform, regardless of whether or not fees are charged, are referred to as “Platform Services”. Examples of Platform Services that a Connect Platform may agree to provide are web development or hosting services, customer service, processing of refunds, and the handling of consumer complaints. Your agreement with a Connect Platform for the provision of the Platform Services is “Your Platform Agreement”. Actions submitted by you or on your behalf using Stripe Connect are referred to as “Activity”, and this includes the communication of information about Transactions (including Charges) and Refunds, adjustments, the handling of Disputes (including chargebacks), as well as other features as described in the Stripe Connect documentation, and “Your Data” refers to data about you, Activity on your Stripe Account, and your Transactions. For other capitalized terms not defined in this Connected Account Agreement (either in-line or by hyperlink), the applicable definitions are set out in the Stripe Services Agreement.

You represent to Stripe that all of the information that you provide to us directly or through a Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement.

1. Relationship to Other Agreements
Please read this Connected Account Agreement carefully. To the extent that there is a conflict between the Stripe Services Agreement and this Connected Account Agreement related to your use of Stripe Connect, this Connected Account Agreement will prevail.

2. Stripe Connect — Your Stripe Account
Stripe Connect allows Connect Platforms to help you use the Services, which may include the ability for you to receive payments for goods and services, or to receive charitable or campaign donations. A Connect Platform may help you to create your Stripe Account, or to integrate your existing Stripe Account with the Connect Platform. A Connect Platform may also conduct Activity on your behalf, provided that it does so in accordance with Your Platform Agreement. You should read Your Platform Agreement carefully in order to understand the nature of the Platform Services and the Activity that a Connect Platform may conduct on your behalf. Stripe is not a Connect Platform, and only provides the Services described in this Connected Account Agreement and the Stripe Services Agreement.

3. Your Obligations
You are solely responsible for, and Stripe disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of the Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with a Connect Platform, you are always financially liable to Stripe for Disputes (including chargebacks), Refunds, and any fines that arise from your use of the Services. These obligations are described in more detail in Section C of the Stripe Services Agreement.

Depending on the Connect Platform, you may have access to directly manage your Stripe Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Stripe Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information.

Depending on your location, a Connect Platform may allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card (“Instant Payout”). Your Connect Platform should let you know if there is a fee associated with your use of Instant Payouts. When Instant Payouts is used, Stripe will attempt to settle payment processing proceeds within minutes of receiving the payout request. Depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. Stripe and your Connect Platform reserve the right to change or suspend Instant Payouts to you at any time, including (a) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (b) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (c) where we are required by Law or court order.

4. Relationship to Connect Platforms
You understand and agree that Connect Platforms and Stripe may share Your Data in order to facilitate your use of Stripe Connect or the Platform Services. Where Stripe receives Your Data from Connect Platforms, Stripe may use the Data in accordance with the Stripe Services Agreement and the Stripe Privacy Policy.

The pricing for your use of the Services with a Connect Platform will depend on your agreement with the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which should be made clear to you in Your Platform Agreement. Stripe’s standard fees for the Services are posted on our web site, although Stripe may have agreed fees with a Connect Platform that are different from these amounts. Stripe’s fees will either be disclosed to you separately, or will be consolidated with the fees for the Platform Services. Stripe will have the right to deduct from your Stripe Account balance both Stripe’s fees for Services and the Platform Services fees specified to us by the Connect Platform. If your Stripe Account balance becomes negative, you authorize Stripe to debit the amount owed from your Payout Account. If you believe that fees have been incorrectly deducted, or that your Connect Platform has not properly disclosed its fees to you, please contact us.

5. Limitations on Stripe’s Liability
Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, or for any non-compliance by a Connect Platform with the terms of Your Platform Agreement. Stripe is also not responsible for your obligations to your customers (including to properly describe and deliver the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your customers, or receipt of charitable donations. This may include providing customer service, notification and handling of refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Stripe for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.

6. Other General Legal Terms
a. Term, Termination, and the Effects of Termination:
The term of this Connected Account Agreement will begin when you register your Stripe Account with a Connect Platform and will end when terminated by you or by Stripe, as described in this Connected Account Agreement. You may terminate this Connected Account Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again, you are consenting to this Connected Account Agreement. Stripe may terminate this Connected Account Agreement (a) where you are in breach of this Connected Account Agreement and fail to cure the breach upon 30 days’ notice by Stripe (such notice and cure period only being required if curing the breach is feasible); or (b) upon 120 days’ notice for any reason. Stripe may also terminate this Connected Account Agreement immediately if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, or if Stripe determines that you are engaged in activity that fails to comply with applicable law or causes a significant risk of reputational harm to Stripe. Section 5 and all provisions giving rise to continuing obligations will survive termination of this Connected Account Agreement. As stated above, the Stripe Services Agreement governs your use of Services, so the termination of this Connected Account Agreement will not immediately trigger termination of the Stripe Services Agreement. All obligations in the Stripe Services Agreement will only be terminated in accordance with the terms and conditions of the Stripe Services Agreement. Termination of the Stripe Services Agreement will cause this Connected Account Agreement to automatically terminate.

b. Governing Law, Disputes, and Interpretation:
The provisions of the applicable Stripe Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connected Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connected Account Agreement. No provision of this Connected Account Agreement will be construed against any party on the basis of that party being the drafter. Unless stated otherwise, the word “including” means “including, without limitation.” This Connected Account Agreement does not limit any rights of enforcement that Stripe may have under trade secret, copyright, patent, or other laws. Stripe’s delay or failure to assert any right or provision under this Connected Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connected Account Agreement will be deemed a further or continuing waiver of such term or any other term.

c. Stripe Services Agreement: The Stripe Services Agreement version incorporated into this Connected Account Agreement is the version applicable to your Stripe Account jurisdiction. If the name of your jurisdiction does not appear in the title of the page accessible via this` contact us and we will provide you with the correct link.

d. Right to Amend: Stripe may amend this Connected Account Agreement at any time. You will be provided with notice of amendments through email (which may originate from Stripe or from a Connect Platform), the Stripe dashboard, and/or Stripe’s web site. You agree that any changes to this Connected Account Agreement will be binding on you 7 days after the amendment is made by Stripe (or, if a longer period is required by applicable law, such longer period). If you elect to not accept the changes to this Connected Account Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where you do not provide such notice prior to the amendments becoming binding, by continuing to use the Services you agree that you are consenting to any such changes to the Connected Account Agreement.

e. Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance.

f. Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. This Agreement sets forth your exclusive remedies with respect to Stripe Connect. If any provision or portion of this Connected Account Agreement is held to be invalid or unenforceable under applicable law, then it will be reformed interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Supplier Service Level Agreement Policy (SLA)

Once confirmation of a Transaction has been sent to the Supplier by email, using the transaction email address provided by the Supplier to PropertySmart.ie, the Supplier agrees to:

1. Make every reasonable effort to contact the Client and relevant estate agent counterparty within 2 business days to acknowledge the Transaction and progress with providing the Services purchased.
2. Where any information critical to the completion of the Service is missing, seek such information directly from the relevant 3rd party (Client or estate agent or other) within 2 business days.
3. Make all reasonable efforts to conduct any inspections required to fulfil the Services requested within 5 business days or as agreed with the Client if longer.

Acceptance

Suppliers hereby agree to adhere to PropertySmart.ie’s, Privacy Policy, General Terms & Conditions, Price & Payment Terms & Conditions, Supplier Terms & Conditions, Supplier Service Level Agreement (SLA) in terms of responding to and fulfilling Client Transactions. PropertySmart.ie reserves the right to amend the details of the SLA over time as required.