Terms and conditions

Provision of Marketing Services Agreement
SERVICES CONTRACT AND STANDARD CONDITIONS

DATE: 2018 — 2020

BETWEEN:
“the Service Provider”: PROPSNOOP LTD. whose registered office is at Corner Tissue Drive and Churchill Roosevelt Highway, Trincity Industrial Estate, Trinicity registered under the Companies Act of Trinidad and Tobago Ch. 81S01as company number C2018061304768; and “AGENT/AGENCY”

1. The Agent wishes to appoint the Company to provide certain marketing services in connection with the advertisement of Properties listed for sale on the Trinidad and Tobago market. The Company agrees to provide the services in accordance with the terms and conditions of this Agreement.

2. This Contract is entered into between the parties for the supply of Services (as defined in the Conditions) by the Service Provider to the Agent as further detailed and set out in the attached Services Sheet subject to the provisions of the terms and conditions (“Conditions”) printed overleaf or attached to this

Contract.
3. The Service Provider and the Agent agree to be bound by the Conditions and this Contract in respect of the supply of the Services by the Service Provider to the Agent which together with any other documents (signed and/or attached hereto by the parties) as listed below shall form part of this Contract for the supply of the Services.

4. The Agent acknowledges that it has read this Contract and Conditions and understands and agrees to be bound by them.

CONTRACT INFORMATION
5. FEES AND PAYMENT OF FEES
5.1 The payment of the Hosting Fee shall be made by the Agent to the Service Provider within 30 days of the date of the Service Providerʼs invoice in respect of their marketing services.

5.2 The Fees shall be in the amount of $300.00 TTD monthly to be paid by the Agent to the Service Provider and would permit the agent up to two hundred (200) regular listings as well as one featured property listing. OR The Fees shall be in the amount of $500.00TTD a month, and would permit the agent up to three hundred (300) regular listings as well as three (3) featured property listings. OR The Fees shall be in the amount of $800.00TTD a month, and would permit the agent up to five hundred (500) regular listings as well as six

(6) featured property listings.
5.3The Service Provider shall invoice the Agent monthly.

5.4 If the Agent does not make a payment by the time provided for in this Agreement, the Service Provider shall be entitled to charge interest on the outstanding amount at the rate of 2% per month or any part thereof.

5.5 When making a payment the Agent shall quote relevant reference numbers and invoice numbers.

6. COST OF OPERATION
Each Party should hire the legal, financial and accounting advisors or any other advisor that it may consider appropriate. Each Party will cover the fees of their respective advisors. With regard to the preparation of legal documents for the closing of this negotiation, the same shall be reviewed by the legal representations of both parties and each party will pay the fees for their legal advisors.

7. ASSIGNMENT
Subject to the following sentence, neither party may assign, delegate, subcontract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this Agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this Agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the assignor under this Agreement.

8. THE RELATIONSHIP BETWEEN THE PARTIES
This Agreement shall not constitute or imply any partnership, joint venture,
agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Partyʼs behalf.

9. NO ASSOCIATION
The Parties to this Agreement do not constitute in any way an association or society, so that each party will be independent and exclusively responsible for their obligations to third parties, as well as for any other administrative obligations, which shall be interpreted in an expansive manner.

List of attached documents:

Services Sheet
Conditions

CONTRACT AND STANDARD CONDITIONS
SERVICES SHEET
1. SERVICES TO BE PROVIDED BY SERVICE PROVIDER

1.1 Service Provider shall provide the services as outlined herein or as the Parties may agree from time to time to the Agent in consideration for the Agent paying the Hosting Fee to the Service Provider subject to the provisions of this Agreement.

1.2 The website shall provide a section in which filtered customer reviews will be displayed during which time the Agent will have a time period of 24 hours within which to issue a response by email to the said review to the Service Provider. The customer providing the said review will be verified by way of policy number. All communication and uploads regarding customer reviews will be managed by the Service Provider and the Service Provider will be made aware of said communication by email to their Marketing Team.

1.3 Throughout the term of this Agreement, the Company shall in good faith using reasonable endeavours and skill provide and carry out the proposed marketing services and activities as set out herein relating to the Agent and the Agentʼs Services with the assistance of the Agent as provided for in this Agreement.

1.4 The services provided by the Service Provider shall be performed by such employees or agents as the Service Provider may choose as most appropriate to execute the marketing services offered via the website.

1.5 The Service Provider is not responsible for transacting the sale of Property. Rather, the responsibility for same falls exclusively within the purview of the Agent.

1.6 The Agent would be permitted one featured listing to be shown at the top of search pages, home pages with the latest featured listings given priority.

SERVICES CONTRACT AND STANDARD CONDITIONS

1 Understanding these Conditions

A number of words are used in these Conditions which have special meanings. Where this is the case the relevant words as defined begin with a capital letter. The meanings of these specially defined words and other guides to understanding these Conditions can be found in the Glossary at the end of these Conditions.

2 Obligations of the Service Provider and the Agent

2.1 The Agent pursuant to the Contract engages the Service Provider to provide the Services to the Agent and the Service Provider agrees to provide the Services for the Term upon the terms and subject to the conditions of the Contract.

2.2 All proposals made, quotations given, instructions accepted and contracts entered into by the Service Provider with any person for the supply of the Services are subject to these Conditions to the exclusion of any other terms and conditions subject to which the Contract is accepted or purported to be accepted by the Agent.

2.3 Unless otherwise agreed by the parties in writing, the Agent shall at its own expense supply the Service Provider with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable the Service Provider to provide the Services in accordance with the Contract.

2.4 The Services shall insofar as is reasonably practicable be provided in accordance with the specification (if any) set out in the Services Sheet but subject to these Conditions and shall be performed at such times as the Service Provider shall in its sole discretion decide.

2.5 The Agent shall afford to the Service Provider all reasonable co-operation in all matters relating to the performance of the Service Providerʼs obligations under the Contract. In particular but without limitation to the foregoing, the Agent shall:

2.5.1 promptly and fully respond to all communications of the Service Provider relating to the provision of the Services and to liaise with the Service Provider on matters relevant to the provision of the Services;

2.5.2 conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;

2.5.3 provide proper and clear instructions to the Service Provider in respect of its requirements in relation to the Services, any Additional Services or in connection with the Contract;

2.5.4 pay Charges promptly when due and if not paid on the due date shall pay such applicable default interest at the specified rate from time to time in force.

2.6 Throughout the Term of the Contract:

2.6.1 the Agent shall afford the Service Provider such access to the Agentʼs information or records and other materials relevant to the Services as the Service Provider may require in connection with or to provide the Services;

2.6.2 the Agent shall assume responsibility for complying with all laws and regulations in connection with the Services.

2.7 The Service Provider does not warrant, guarantee or undertake on behalf of any third party supplier that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.

2.8 The Service Provider reserves the right to at least seventy-two hours of downtime for the website monthly in order to facilitate upgrades and maintenance of same.

2.9 Should the Agent be utilizing the said website for the advertisement of rental properties, this would be restricted to rentals in excess of two (2) months.

2.10 The Service Provider restricts the usage of the website to the advertisement of real estate located in Trinidad and Tobago only.

2.11 Within 24 hours of the property being sold or rented, the agent must inform the Service Provider by Notice indicating same so that the respective property can be removed from the website immediately.

2.12 Agents must solicit the exclusive agreement from property owners so that the respective agent would be the sole agent permitted to advertise the said property on the Service Providerʼs website.

2.13 The advertisements uploaded by the Agents must adhere to the following restrictions:-
(a) Property title must state property type, along with property location and must be a property located within Trinidad and Tobago.
(b) Pictures must be less than 150 kb per photo
(c) Picture size must be greater than 500 x 500 pixels (H x W)
(d) Pictures must accurately portray the property being advertised
(e) Price in TTD must always be given and must be a real price offering
(f) Should Agent prefer to list USD price, they must also list the equivalent price in TTD in the TTD price box.
(g) Property location must be accurately pinned to map and within a .5 km radius of actual property location
(h) Photos must be of high quality and at least 3 photos must be uploaded for each listing
(i) Agents must be the owner of the photos they upload or have the copy rights to use that photo
(j) Property descriptions must be true.
(k) Agents must have formal written consent from real estate owner to advertise property

2.14 All property information presented per listing must be true and real information

2.15 Agents cannot upload the same listings twice UNLESS the property is now being resold, re-rented or in the advent of a Genuine Change of Price.

2.16 Agents must be registered with the Association of Real Estate Agents of Trinidad and Tobago and/ with the Financial Investigation Unit of Trinidad and Tobago and must be in a position to provide updated documentation to prove same upon request.

2.17 Agents must provide a listing of all representatives who are authorized to engage the services of the Service Provider on their behalf.

3 Charges

3.1 Subject to any special terms agreed in writing by the parties, the Agent shall pay the Charges and any expenses together with such additional sums which are agreed between the Service Provider and the Agent for the provision of the Services and any Additional Services.

3.2 The Agent shall be liable for costs incurred as a result of the Agentʼs instructions or lack of instructions, the inaccuracy of any Agent Material or any other cause attributable to the Agent.

3.3 The Service Provider shall be entitled to vary its standard Charges from time to time by giving not less than […] ([…]) daysʼ written notice to the Agent.

3.4 All Charges and sums quoted payable to the Agent under the Contract are exclusive of any VAT, for which the Agent shall be additionally liable at the applicable rate from time to time.

3.5 The Charges and any additional sums payable shall be paid in full by the Agent into such account as the Service Provider shall reasonably instruct (together with any applicable VAT and without any set-off or other deduction whether for withholding tax or otherwise) immediately upon receipt of the Service Providerʼs invoice and in any event quarterly in advance.

3.6 If payment is not made on the due date, the Service Provider shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of […] per cent ([…]%) above the base rate from time to time of […] Bank plc from the due date until the outstanding amount is paid in full.

3.7 The Agent shall reimburse the Service Provider for all [pre-approved] out of pocket expenses [reasonably and properly] incurred by it in connection with the Services for the Agent

3.8 The Service Provider will not be obliged to provide Services unless all fees and disbursements due to it in relation to the provision of the Services are received in advance.

4 Materials

4.1 The property, copyright and any other intellectual property rights in any Agent Material shall belong to the Agent. The property, copyright and any other intellectual property rights in any of the Service Provider Material shall belong to the Service Provider, subject only to the right of the Agent to use the [Service Provider] Material during the Term.

4.2 The Agent warrants that any Agent Material and its use by the Service Provider for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Agent shall indemnify the Service Provider against any loss, damages, costs, expenses or other claims arising from any such infringement.

5 Confidential Information

5.1 The parties agree on the following terms not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Contract.

5.2 All information (including, without limitation, the terms of the Contract, business and financial information, customer and vendor lists and pricing and sales information) disclosed by either of the parties (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to the Contract shall be confidential. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed in respect of the provision of the Services by the Service Provider,
or pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or information which is disclosed by the Receiving Party to its professional advisors on a confidential basis.

5.3 The Agent specifically undertakes at all times to keep confidential any of  the Service Provider confidential information (including this document, the lists or specific customer details and information relating to the Service Providerʼs business or affairs) confidential and specifically not to disclose (whether or not for profit) such list or information to any competitor of the Service Provider or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Contract.

6 Warranties and Liability

6.1 The Service Provider warrants to the Agent that the Services will be provided using reasonable care and skill. Notwithstanding any provision to the contrary, any dates, periods or times specified by the Service Provider in the Contract are estimates only and time shall not be of the essence for the performance by the Service Provider of its obligations under the Contract.

6.2 The Service Provider shall not be liable to the Agent by reason any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues, or profits (whether categorised as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (whether caused by the negligence of the Service Provider, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Agent.

6.3 The entire liability of the Service Provider to the Agent under or in connection with the Contract shall not in any event exceed the amount of the Charges paid by the Agent for the provision of the Services for the minimum period set out in the Contract.

6.4 The Agent agrees to indemnify and keep the Service Provider fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by the Service Provider as a result of negligence or any default by the Agent (or its employees, agents or representatives) of its obligations however arising in connection with the Services, together with expense, claim, loss or damage which the Service Provider or any of its employees, agents, subcontractors and other Agents may suffer due to the negligence or breach of the Agent (or its employees, agents or subcontractors).

6.5 The Agent agrees and acknowledges that the allocation of risk in this clause [6] is fair and reasonable in the circumstances having been taken into account in setting the level of the Charges.

7 Force Majeure

7.1 The Service Provider shall not be liable to the Agent or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Service Providerʼs obligations under the Contract if the delay or failure was due to any circumstances or cause beyond the Service Providerʼs reasonable control.

7.2 Without prejudice to the generality of the foregoing, circumstances beyond the Service Providerʼs reasonable control shall include act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, software, power or equipment failure, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Service Provider or of a third party).

8 Termination

8.1 The Contract may be terminated:

8.1.1 forthwith by either party if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) shall not have been remedied within fifteen (15) days of a notice being issued requesting the party in breach to remedy same;

8.1.2 any time after the minimum period as set out in the Contract (if applicable) by either party upon service of one (1) monthsʼ notice in writing to the other;

8.1.3 forthwith by the Service Provider if the Agent fails to make payment of any sums due hereunder on the due date;

8.1.4 forthwith by either party if the other shall become unable to pay its debt or otherwise suffer insolvency events;

8.1.5 forthwith by the Service Provider upon notice to the Agent in the event that the Agent or its employees or agents shall engage in any conduct prejudicial to the business of the Service Provider or in the event that the Service Provider considers that a conflict or potential conflict of interest has arisen between the parties.

8.2 Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

9 Acknowledgements The Agent agrees and irrevocably declares and acknowledges as follows:

9.1 The Service Provider shall be entitled at its discretion to immediately terminate this Agreement and the provision of Services (or take all or any actions as are authorised under the Conditions) in the event that the Agent becomes a prohibited person (under relevant law including without limitation, by reason of capacity, solvency, qualification, undischarged bankruptcy,  criminal or civil prosecution, residency or international embargo or restriction) or engage in any unlawful business under the laws of Trinidad and Tobago, including without limitation any illegal activity, the Service Provider prohibited activities or activities not previously notified to or approved in writing by the Service Provider.

9.2 Under no circumstances shall the Service Provider and the Service Providerʼs officers be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.

10 Notices

10.1 NOTIFICATIONS

Subject as provided for herein, correspondence or notification relating to this agreement shall be sent:- SERVICE PROVIDER: Corner Tissue Drive and Churchill Roosevelt Highway, Trincity Industrial Estate, Trinicity marked for the attention of Thomas Laquis, Managing Director. AGENT:

10.2 All notices to be given hereunder shall be in writing and shall be sent by first class registered mail, or by telex, facsimile or other electronic means in a form generating a record copy, to the address states above, of the Party being served, or to such other address of which such party may hereafter give notice to the other party. Any notice sent by mail shall be deemed to have been duly served three working days after the date of posting. Any notice sent by telex, facsimile or other electronic means shall be deemed to have been duly served at the time of transmission.

11 General

11.1 These Conditions (together with the terms set out in the Contract and Services Sheet) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

11.2 In the event of any conflict between the provisions of these Conditions and the Services Sheet, these Conditions shall prevail. In the event of any conflict between the Contract provisions and these Conditions, the parties shall adopt the meaning which best gives commercial efficacy to the Contract having regard to the Service Providerʼs original intention.

11.3 The Service Provider may employ sub-contractors for carrying out any part of the Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees, agents or sub-contractors shall provide the Services on behalf of the Service Provider.

11.4 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

11.5 The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the otherʼs prior written consent.

11.6 The Agent shall not assign, transfer, mortgage, charge or otherwise encumber or deal with in any other manner (including declaring a trust) all or any of its rights or obligations under this Agreement without the written consent of the Service Provider. References to the Agent include its personal representatives, permitted origins and successors in title. Each party warrants its power to enter into the Contract and has obtained all necessary approvals to do so.

11.7 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract .

11.8 If any provision of the Contract or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or these Conditions and the remainder of the provision in question shall not be affected.

11.9 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the Act referred to.

11.10 Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.

11.11 Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.

11.12 The law of Trinidad and Tobago shall apply to the Contract and these Conditions, and the parties submit to the jurisdiction of the Trinidad and Tobago Courts.

11.13 The Agent for the exclusive benefit of the Service Provider submits to the exclusive jurisdiction of the High Court of Justice in Trinidad and Tobago.

11.14 Nothing in this Agreement shall limit the right of the Service Provider to take proceedings in any other court of competent jurisdiction or in more than one jurisdiction, whether concurrently or not.

11.15 The Agent by this provision irrevocably appoints and authorises the person, firm or entity (if any) in Trinidad and tobago set out in the Contract to accept service on its behalf of all legal process and service on the entity shall be deemed good service on the Agent.

GLOSSARY
INTERPRETATION

The following words and phrases shall have the following meanings unless the context requires otherwise:
“Additional Services” any other services other than the Services agreed to be provided by the Service Provider to the Agent on agreed terms and set out as such in the Services Sheet;
“Charges” the Service Providerʼs charges from time to time for the provision of the Services unless otherwise expressly agreed with the Agent and specified in the Contract;
“the Service Provider Material” any Documents or other materials, and any data or other information provided by the Service Provider in connection with or relating to the Services including any targeted press or mailing list;
“Contract” the Contract for the provision of the Services to which these conditions are appended and incorporated;
“Documents” includes, in addition to a document in writing, any map, plan, graph, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data;
“Agent Material” any Documents or other materials, and any data or other information provided by the Agent relating to the Services;
“Services” means the facilitation of the advertisement of real estate for sale or rental on the Service Providers website and administration services to be provided in support of same and other services specifically set out in the Services Sheet (and the Services shall include the Additional Services where the context admits);
“Services Sheet” the sheet setting out the Services and attached to the Contract;
“Term” the period of six (6) months commencing on the start date being the minimum period for the provision of the Services as set out in the Contract and continuing thereafter in full force and effect unless terminated in accordance with the provisions of these Conditions.
“Genuine Change in Price” This means any change in price that is upwards of one hundred thousand (TT$100,000.00) dollars;
“Featured Property” this type of advertisement would have the advantage of appearing within the first five (5) pages of the website depending on the number of Featured Properties to be advertised by the Service Provider monthly;
“Regular listing” this would appear on the website with no opportunity of being showcased within the first few pages which will showcase ONLY Featured Properties;

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