SOHO is an online, global property network that allows Users to explore SOHO and to sign up to create, communicate and manage their property portfolios.
1.1. This is a contract between “you”, a User, and Soho Property Pte Ltd (“we”, “us” or “our”), setting out the terms and conditions that govern your use of, and interaction with, SOHO. You may be using SOHO in your capacity as any or one or more of an Owner, Agent, Buyer or Renter, depending on your engagement with us.
1.2. By clicking “I Agree”, or otherwise using and interacting with SOHO, you agree to:
(a) these terms and conditions, including the glossary;
(b) the SOHO Community Guidelines, and
(d) together called the “Agreement”.
1.3. All defined terms in this Agreement have the meaning given to them in the glossary, available at sohoapp.com/glossary.
2. SCOPE OF SOHO SERVICE
2.1. We offer you a platform to create, communicate and manage a property portfolio.
2.2. Save and except for your agreement to the terms and conditions as set out in this Agreement, anything you say or do on SOHO is not legally binding. The parties must agree full terms of any Offer outside of SOHO.
2.3. You acknowledge and agree that, due to the nature of the platform, any material you submit on SOHO may automatically and without time delay be published on SOHO. We are under no obligation to control, vet or curate in any way content that is displayed on SOHO.
2.4. If you are an individual and signing up to become a User, you warrant that you are at least 18 years of age. As a User, you must specify within your account description whether you are an individual or represent a business entity.
2.5. At our absolute discretion, we may refuse to allow any person or entity to register or create an account on SOHO. We may also at our absolute discretion cancel or suspend any existing account or User.
3.1. We do not warrant or represent that anything you submit to SOHO will be published, or will reach any particular audience size, or obtain any particular amount of views or hits.
3.2. We make no warranty as to the truth or accuracy of any aspect of any information provided by other Users on SOHO, including, but not limited to, the ability of Owners and Agents to supply Properties or the ability of Buyers and Renters to pay for the Properties requested.
3.3. The SOHO Service is provided on an “as is” basis. To the extent permitted by law, we and our suppliers specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permitted by law.
3.4. We have no obligation to any User to assist or involve ourselves in any dispute between Users, although we may do so in order to improve User experience.
4. GENERAL OBLIGATIONS
4.1. When accessing and using SOHO, you must:
(a) only access and use SOHO as intended through the functionality of the platform;
(b) at all times comply with this Agreement and all Applicable Laws and Regulations; and
(c) maintain control of your account and not deal with your account in any way, including by allowing others to use your account, or by transferring or selling your account or any of its contents to another person.
4.2. You must not use SOHO for any illegal or immoral purpose.
4.3. You represent and warrant that any information submitted on SOHO:
(a) is accurate, complete, and up-to date;
(b) is not defamatory, libellous, threatening or harassing, or potentially or actually harmful to us or any other person, where harm includes, but is not limited to, economic loss that will or may be suffered by us;
(c) does not infringe the intellectual property rights of any person or entity;
(d) includes all necessary, valid releases (including without limitation moral rights waivers);
(e) is not obscene or contain any material that, in our sole and absolute discretion, is in any way inappropriate or unlawful, including, but not limited to obscene, inappropriate or unlawful images;
(f) does not contain any malicious code, data or set of instructions that intentionally or unintentionally causes harm or subverts the intended function of any platform, including, but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs or other computer programming routines that may damage, modify, delete, detrimentally interfere with, surreptitiously intercept, access without authority or expropriate any system, data or personal information; or
(g) is not the subject of any claim, demand, action or legal proceeding or any potential or pending claim, demand, action or legal proceeding.
4.4. If we determine, at our sole discretion, that you have breached an obligation under this clause 4, we reserve the right to remove any content, Property or Offer submitted and to exercise our rights to terminate the Agreement in accordance with clause 18.
5. OWNER AND AGENT: SPECIFIC OBLIGATIONS
5.1. Uploading the Property
(a) The Owner and Agent each warrant that they have all of the necessary rights, licences, permits, documentation, authorisations and, where necessary, accreditation to deal with a Property. This includes having the proper authorities in place as required by all Applicable Laws and Regulations.
(b) When uploading a Property, the Owner or Agent must provide the address of the Property and permit us to engage third party location-based or map-based functionality in order to display the location of a Property to Users on SOHO.
(c) If, in our reasonable opinion, you are in breach of this clause 5.1, you must, if directed, promptly comply with any direction we provide in relation to the relevant Property, including any direction to delete, amend or update the Property.
(d) Any supporting documentation that is uploaded in relation to a Property must provide an accurate representation of the Property.
5.2. Setting the Price
The Owner or Agent may set the price for a Property.
5.3. Property Management Services
(a) The Owner or Agent may use SOHO for the purpose of conducting Property Management Services.
(b) The Owner or Agent warrants that it will comply with all Applicable Laws and Regulations in the conduct of such Property Management Services.
5.4. Reviewing Rental Applications
The Owner or Agent must hold any required licensing, authority or accreditation that is required in order to receive, consider and respond to rental applications submitted by Renters.
5.5. SOHO Generated Property Listings and Agent Profiles
(a) SOHO may list Properties on the platform from time to time (SOHO Generated Property) and Agent Profiles (SOHO Generated Agent Profile). Where practicable, SOHO will obtain information about Properties and Agent Profiles from publicly available sources.
(b) SOHO will determine which SOHO Generated Properties and Agent Profiles it lists on the platform and may remove a listing or Agent Profile at any time. No Agent, Owner or Property has any right to be listed on the platform.
(c) If you are an Agent or Owner and wish to claim the SOHO Generated Property or Agent Profile on the platform you must:
(i) be a registered User; and
(ii) claim the SOHO Generated Property or Agent Profile using the relevant functionality on the platform.
(d) If you are an Owner or Agent and claim your Property or Agent Profile on the platform, you agree to grant SOHO the licence set out in clause 7.2 below. The scope of the licence extends to all property information submitted by you in respect of all properties which you are selling, leasing, have leased or have sold, and you warrant that you are authorised and/or have the necessary rights to grant such a licence.
(e) An Agent or Owner may only claim their own Property or Agent Profile and must not claim the Property or Agent Profile of another real estate agent.
(f) SOHO will determine in its sole discretion what functionality it provides to Owners and Agents to allow them to manage and update their Properties or Agent Profiles. Such functionality may however include, without limitation, the ability for Agents or Owners to upload additional photos, contact details and real estate agency details.
(g) SOHO may modify any part of the content of a Property or Agent Profile at any time in its sole discretion, with or without notice to that individual Agent or Owner. SOHO may also in its sole discretion, with or without notice to that individual Agent or Owner, remove a Property or Agent Profile from the platform.
6. BUYER AND RENTER: SPECIFIC OBLIGATIONS
6.1. Making an Offer
The Buyer or Renter may make direct enquiries with the Owner or Agent in relation to the Property and the Offer via the private messaging function. All such communications must be made in accordance with this Agreement.
7. INTELLECTUAL PROPERTY
7.1. We own, or are licensed to use, all intellectual property rights in SOHO. Nothing in this Agreement gives you any rights, title or interest in SOHO.
7.2. You grant us an unrestricted, worldwide, royalty-free licence to us to use, reproduce, modify and adapt any content and information posted on SOHO for the purpose of publishing material on SOHO and as otherwise may be required to provide the SOHO Service, for the general promotion of the SOHO Service, and as permitted by this Agreement.
8. OFFER AND ACCEPTANCE
8.1. SOHO may facilitate the exchange and/or execution of a Property Contract through Third Party Services.
8.2. Any Property Contract is made outside of SOHO. The Property Contract does not form part of the scope of SOHO, and SOHO does not endorse, vet, and is not in any way a party to, the Property Contract.
8.3. Making an Offer on SOHO is not legally binding in any way.
8.4. If a User accepts an Offer on SOHO to purchase or rent a Property, that User must complete the documentation supplied by the other User.
8.5. The User that uploads a Property Contract onto SOHO warrants that the Property Contract complies with all Applicable Laws and Regulations.
8.6. Once a Property Contract is executed, a User may upload it onto SOHO. We strongly encourage all Users to keep back-up copies of any Property Contract, agreement or transaction facilitated by SOHO.
8.7. Once a Property Contract is completed and executed outside of SOHO, the User must update the details on SOHO, as directed by SOHO, to reflect the outcome of the Property Contract.
9. USER CONTENT
9.1. By submitting any content to the platform, including but not limited to commentary, text, illustrations, photos, audio, video or any combination of these or any other material that you upload or provide to SOHO (User Content) you:
(a) grant SOHO a non-exclusive, worldwide, royalty-free, perpetual, licence to use, reproduce, edit and exploit the User Content in any form and for any purpose;
(b) warrant that you have the right to grant the abovementioned licences;
(c) warrant that the User Content does not breach this Agreement; and
(d) unconditionally waive all moral rights which you may have in respect of the User Content.
9.2. SOHO reserves the right (but has no obligation) to review, modify, reformat, reject or remove any User Content which you upload, post, transmit or otherwise make available (or attempt to upload, post, transmit or otherwise make available) for any reason including that, in our opinion, violates this Agreement or otherwise has the potential to harm, endanger or violate the rights of any person.
9.3. SOHO is not responsible for, and accepts no liability with respect to, any User Content uploaded, posted, transmitted or otherwise made available on the platform by any person other than us. For the avoidance of doubt, SOHO will not be taken to have uploaded, posted, transmitted or otherwise made User Content available on the platform simply by facilitating others to post, transmit or make User Content available. Furthermore, SOHO does not endorse any opinion, advice or statement made by any person other than us.
9.4. If you have any complaints or objections to material or content including User Content posted on the platform you may contact us and notify us of the relevant content (Infringing Content) and submit a request for SOHO to take the alleged Infringing Content down (Takedown Request). You acknowledge that notwithstanding your Takedown Request, SOHO is under no obligation to remove any User Content other than where stated in this Agreement or where required by law. If SOHO does remove allegedly Infringing Content, then you acknowledge that such removal is done on a without prejudice basis, and upon such removal, you agree to release SOHO from any action, claim, proceedings, damages or other obligation which you may make, institute or claim against SOHO in relation to the allegedly Infringing Content.
9.5. You agree that SOHO has the right (but has no obligation) to publicly generate content on your behalf based on your activity on the platform. This may include but is not limited to, for example, generating a post stating that you have recently followed another User on the platform or sharing a Property that has recently been uploaded by you.
10. THIRD PARTY SERVICES
10.1. We may from time to time include Third Party Services on SOHO. These Third Party Services are not compulsory, and not provided by SOHO.
10.2. Third Party Services are offered to Users pursuant to the third party’s terms and conditions. Third Party Services may be promoted on SOHO as a convenience to our Users who may find the Third Party Services of interest or of use.
10.3. If a User chooses to engage with any Third Party Service provider, SOHO is not a party to the agreement and the agreement will be directly between the User and that Third Party Service provider.
10.4. We make no representation or warranty as to the Third Party Services.
11.1. So that we can verify your identity, you must provide us with documentation certified as true copies that add up to a sufficient level of verification as directed by us or required or recommended by the jurisdiction in which you are located. This includes documentation such as certified copies of a:
(a) current passport;
(b) birth certificate;
(c) driver licence; and/or
(d) credit card.
11.2. SOHO Identity Verification Services may be modified at any time.
12.1. We make no warranty as to the truth, accuracy or completeness of any aspect of any Metrics supplied on SOHO.
12.2. You must make your own enquiries and form your own decisions as to the truth, accuracy and completeness of any Metrics displayed to you via SOHO.
13. LIMITATION OF LIABILITY
13.1. Except for any express warranty in this Agreement or any Non-excludable Condition, we exclude any warranties express or implied by any legislation, the common law, or otherwise.
13.2. Except for liability in relation to a breach of any Non-excludable Condition, our total liability to any User of SOHO is limited to the total amount of payment made by that User to us during the twelve month period prior to any incident causing liability, or $50, whichever is greater.
13.3. Our liability to you for a breach of any Non-excludable Condition (other than a Non-excludable Condition that by law cannot be limited) is limited, at our option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, services in respect of which the breach occurred.
13.4. Except for liability in relation to breach of Non-excludable Condition, we exclude all liability to you for any loss or damage (actual, special, direct, indirect and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, lost profits, lost revenue, lost savings, and loss of opportunity, arising out of, or in connection with, SOHO, and any claims by any third person, or this Agreement, even if we knew that loss was possible or the loss was otherwise foreseeable.
14.1. To the extent permitted by applicable law, you agree to indemnify and hold harmless, us, our directors, officers, employees, independent contractors and agents from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, legal fees and court costs (collectively, “Losses”), arising from or related to your use of SOHO, including but not limited to any of the following:
(a) your breach of any certification, covenant, obligation, representation or warranty in this Agreement;
(b) your violation of any third party right;
(c) Losses of any other User caused or contributed by you or arising (whether directly or indirectly) from your use of SOHO;
(d) any claims that any material you submit or upload onto SOHO, violates or infringes any third party intellectual property or proprietary rights, or has caused damage to a third party;
(e) our permitted use of any material (as modified, adapted or enhanced by you where applicable), related trade marks and logos, or images and other materials that you provide to us under this Agreement; and
(f) any representation you make about a Property on SOHO to any person or entity.
15. MODIFICATIONS TO THE AGREEMENT
15.1. We may modify this Agreement or the Policies (and update the SOHO pages on which they are displayed) from time to time. We will send notification of such modifications to your SOHO account or advise you the next time you login.
15.2. When you actively agree to the terms (for example, by clicking a button saying “I accept”) or use SOHO in any manner, including engaging in any acts in connection with a Property Agreement, the modified terms will be effective immediately. In all other cases, the amended terms will automatically be effective 30 days after they are initially notified to you.
15.3. If you do not agree with any changes to this Agreement (or any of our Policies), you must notify us and we will terminate your SOHO account, and you must stop using the SOHO Services.
15.4. The terms of this Agreement cannot be amended by you except in writing signed by you and us.
16. NO AGENCY
16.1. No agency, partnership, joint venture, employee-employer or other similar relationship is created by this Agreement. In particular you have no authority to bind us, our related entities or affiliates in any way whatsoever. All Third Party Services that may be promoted on SOHO are provided solely by such Third Party Service providers.
17.1. Except as stated otherwise, any notices must be given by registered ordinary post or by email, either to our contact address as displayed on SOHO, or to the Users’ contact address as provided at registration. Any notice shall be deemed given:
(a) if sent by email, 24 hours after email is sent, unless the User is notified that the email address is invalid, or the email is undeliverable; and
(b) if sent by pre-paid post, three Business Days after the date of posting, or on the seventh Business Day after the date of posting if sent to or posted from outside Australia or Singapore. In this section, “Business Day” means a day on which banks are open for general business in Singapore and Sydney, New South Wales, other than a Saturday, Sunday or public holiday.
17.2. Notices related to performance of any Third Party Service must be delivered to such Third Party as set out in Third Party Service Provider terms and conditions.
18. MEDIATION AND DISPUTE RESOLUTION
18.1. SOHO will not get involved in any dispute between Users.
18.2. We encourage you to try and resolve disputes (including claims for returns or refunds) with other Users directly. Accordingly, you acknowledge and agree that we may, in our absolute discretion, provide your information as is suitable to other parties involved in the dispute.
18.3. We may offer you and other Users access to a Third Party Dispute Service. If Users in a dispute agree to use a Third Party Dispute Service, each User is responsible for paying any costs associated with the Third Party Dispute Service in accordance with the relevant Third Party Dispute Service terms and conditions.
18.4. If we provide information of other SOHO Users to you for the purposes of resolving disputes under this clause, you acknowledge and agree that such information will be used only for the purpose of resolving the dispute (and no other purpose) and that you will indemnify us against any claims relating to any other use of information not permitted by this Agreement.
19.1. Either you or we may terminate your account and this Agreement at any time for any reason.
19.2. If we determine, at our sole discretion, that you have breached any obligation under this Agreement, we reserve the right to cancel or suspend your account.
19.3. Sections 13 (Limitation of Liability), 14 (Indemnity), 18 (Mediation and Dispute Resolution), 19 (Termination) and 20 (General) and any other terms which by their nature should continue to apply, will survive termination or expiration of this Agreement.
19.4. If your account or this Agreement is terminated for any reason, then you must not without our consent (in our absolute discretion) create any further accounts with us and we may terminate any other accounts you operate.
20.1. This Agreement is governed by the laws of Singapore. Both parties submit to the exclusive jurisdiction of the courts of Singapore.
20.2. The provisions of this Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforceable.
20.3. We may assign or novate this Agreement to a third party without your consent. In the event of an assignment or novation, the User will remain bound by this Agreement.
20.4. This Agreement sets out the entire understanding and agreement between both parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter.