Product Subscription Agreement (Australia)

 

Last updated:  19 May 2025

 

Subscription Terms Billed by Realtair

If you are looking for the REA Subscription Terms please see below

1. Formation

1.1 When you make a purchase and accept these Subscription Terms at the Point of Purchase, an agreement is formed between you and Realtair Office Pty Limited of 388 George St, Sydney NSW 2000 (Realtair, we, us, our) consisting of these Subscription Terms and any Product-specific terms issued under clause 1.2 or other terms we and/or our related bodies corporate may issue from time to time which you accept Direct Debit Services Agreement (Australia).

1.2 You acknowledge and agree that each Product may have its own Product-specific terms (including Product terms of use) that you and/or your Users may be required to accept in order to:

(a) create an Account; and 

(b) access and use the applicable Product. 

1.3 To the extent of any inconsistency between the documents listed above, the following order of precedence will be applied:

(a) any applicable Product-specific terms; and

(b) these Subscription Terms.

2. Term and renewal

2.1 This agreement will commence on the Start Date and will continue for the Term, unless or until terminated earlier in accordance with these Subscription Terms.

2.2 Unless either party notifies the other party of its decision not to renew this agreement no later than 30 days before the expiration of the Initial Term, the agreement will automatically renew on a monthly basis (each month being a Renewal Term), subject to the Fee increase set out in clause 4.2. 

2.3 You must advise us at least 30 days prior to the end of the relevant month of your then current Renewal Term (Cut-Off Date) if you want to cancel your subscription and terminate this agreement (Cancellation Request). If your Cancellation Request is received:

(a) prior to the Cut-Off Date it will be effective at the end of your then current Renewal Term and the Products will remain accessible by you until the end of your then current Renewal Term that you have already paid the Fees for; or

(b) after the Cut-Off Date, your payment of the Fees for your next Payment Cycle will be processed and this agreement will be renewed for the next Renewal Term and your cancellation will take effect at the end of that Renewal Term and the Products will remain accessible by you until the end of that Renewal Term that you have paid the Fees for.

3. Realtair Services

3.1 We will use all reasonable commercial efforts to provide you with access to, and use of, the Products in a timely and professional manner.  Our services include access and use of the Products, our websites, other applicable services and our solutions and platforms, including any Training Services (where you have purchased them) (Realtair Services).

3.2 You agree to provide us with any information reasonably necessary for the provision of the Realtair Services, including, providing information and technology as necessary and appropriate.  

3.3 You are responsible for your use of, or reliance on, any advice or recommendations provided by us in connection with the Realtair Services, including but not limited to, the security and access settings that may be configured for the Products.

3.4 Where you have purchased Training Services, we will use reasonable efforts to provide the Training Services in accordance with any timeline or dates agreed to by the parties in writing (Project Timeline), to the extent applicable, however you acknowledge that the Project Timeline may depend on you providing us with information or completing required tasks in accordance with clause 3.2. We will not be responsible for any deficiency or delays in the performance of the Training Services, including in accordance with the Project Timeline, to the extent that it is attributable to your delay or breach of this agreement.

4. Fees and payment 

4.1 You will pay the Fee each Payment Cycle in accordance with your designated Payment Method and clause 5.

4.2 Subject to clause 16.2: 

(a) on 30 days’ notice to you, we may increase the Fees for any reason during the Term, the increase will take effect on your next applicable Payment Cycle; and/or

(b) without limiting clause 4.2(a), on written notice to you, the Fees may be increased each year by a percentage equal to the percentage increase in CPI for the same period, and the increase will take effect on your next applicable Payment Cycle. 

4.3 All Fees are inclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction unless otherwise stated (Taxes).  Should any payment for the Realtair Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.

 

5. Payment terms and process

5.1 The Activation Fee and Subscription Fee for the first period (month or year) will be billed according to your Payment Method as soon as reasonably practicable on formation of this agreement (and periodically thereafter i.e. monthly or annually). Where additional Training Services (i.e. beyond those included in the Activation Fee) are requested and agreed, these services will be either billed with the aforementioned or, as and when the Training Services are provided.

5.2 Where your Payment Method is:

(a) invoice: we will invoice you for the Fees monthly in advance, and you must pay each invoice within 14 days of the date of the invoice; 

(b) automatic payment (i.e. via debit or credit card): the remainder of this clause 5 applies; or

(c) direct debit: the direct debit services agreement, available here at Direct Debit Services Agreement (Australia), applies.  

5.3 You can request a change to your Payment Method at any time, by contacting us at billing@realtair.com. Any changes will take at least 10 Business Days to take effect.

5.4 Where you have provided us with a nominated credit or debit card, we will automatically charge the Fees to your card on the relevant due date and the following terms apply,

(a) It is your responsibility to ensure that your payment and related details are valid and up to date and that sufficient funds are available to pay the Fees.

(b) We are not liable for any charges you incur because of incorrect payment information and if we incur any expense due to the same, we reserve the right to seek reimbursement from you for such expense.

(c) If you believe that there has been an error in charging your nominated debit card or credit card (as applicable), you can contact us to confirm the details of the disputed charge at billing@realtair.com or contact your debit card or credit card provider.

5.5 If we are unable to process your payment, you authorise us to reattempt the payment method a maximum of four times over a four-week period or on our request you must rectify such non-payment within 2 business days of a notification from us and if such reattempts are unsuccessful, and/or you have not rectified such non-payment, we reserve the right to:

(a) seek payment from you via an alternative payment method (including payment for costs we incur for reattempting payment) and/or seek to recover the debt through alternative means (either directly, or through a third party) and you will be responsible for all costs and expenses incurred by us in connection with such collection activity; and/or

(b) suspend use of and access to the Products until all overdue amounts are paid.

6. Adding Products and/or Training Services during the Term

You can purchase any further Products and/or Training Services post your onboarding training by contacting us at support@realtair.com. At that time a new agreement will be formed between you and Realtair in accordance with clause 1. 

7. Confidentiality

7.1 A party will not disclose the Confidential Information of the other party to any third party, except:

(a) for the purposes of providing, or using, the Realtair Services and fulfilling any obligations under this agreement, including in the case of Realtair to allow your Users to access Customer Data as determined or instructed by you;

(b) where a party is required to do so under any law, code or regulation and/or any listing rules of any stock exchange, including disclosure to any third parties in order for them to comply with the same;

(c) to the party’s employees, subcontractors, representatives, or advisors on a need-to-know basis; and/or

(d) with the other party’s consent.

7.2 Each party must have appropriate security measures in place that are designed to protect Confidential Information against unauthorised access, disclosure or use.

8. Privacy

8.1 Each party will comply with all applicable Privacy Laws when collecting, handling, storing, disclosing, or otherwise using any Personal Information in connection with this agreement.

8.2 It is your responsibility to ensure that you seek and obtain all necessary consents from and make all necessary disclosures to customers in respect of their Personal Information to enable disclosure of such information to Realtair for the purpose of the provision of the Realtair Services, to the extent such disclosure is permitted by any applicable laws.

8.3 You further acknowledge and agree that:

(a) our collection and use of Personal Information under this agreement is governed by our Privacy Policy, which forms part of, and is incorporated into, this agreement and can be accessed at Realtair Privacy Policy; and

(b) you will ensure that the purposes for which personal information that you disclose to us may be processed are as described in this agreement and our Privacy Policy and, if this is not the case, that you must notify us before providing us with the relevant personal information and we must agree to any necessary amendments to our processing of that personal information before you may provide it to us.

9. Account(s) and Users

9.1 You must only use the Products in accordance with any applicable Product-specific terms, these Subscription Terms and for the Number of Users.

9.2 You are solely responsible for:

(a) determining your Users and any use of the Realtair Services by Users;

(b) ensuring you and your Users:

(i) comply with this agreement and all applicable Product-specific terms; 

(ii) have all necessary skills, licences, accreditations, and qualifications required in accordance with industry standards and applicable laws and regulations in respect of your/their professional obligations as they relate to the Realtair Services (including access and use) (including any set out or required under any applicable Product-specific terms);

(c) all activity on the Account(s), including by you and/or or any Users and/or any unauthorised access by third parties;

(d) maintaining the confidentiality and security of the Account(s), including any login and password information, and notifying us immediately of any unauthorised use; and

(e) using all reasonable endeavours to prevent any unauthorised access to or use of the Realtair Services; and 

(f) without limiting our security obligations under this agreement, protecting Customer Data, including backing-up, and ensuring the security of, the Customer Data, and taking appropriate measures to protect Customer Data from accidental, unlawful or unauthorised access, use or disclosure.

9.3 You will contact us immediately if you believe an unauthorised third party:

(a) may be using or accessing the Account(s); or

(b) if the Account(s) information, including any login or password information is lost or stolen.

9.4 You are solely responsible for:

(a) Customer Data, including determining what Customer Data you provide to us and/or give User’s access to; and

(b) the integrity, accuracy, quality and completeness of Customer Data and the means by which you acquire Customer Data, and you acknowledge that all outputs of the Realtair Services rely on this.

10. Third party providers and linked sites

10.1 You acknowledge and agree to the following. 

(a) We may use third party products (Third Party Products) and that some aspects of the Realtair Services (including our Products) are provided by and integrate with third party suppliers, including external software and data suppliers (Third Party Suppliers). 

(b) You consent to our use of such Third-Party Products and Third-Party Suppliers, including any integration with them.

(c) We support certain specified customer relationship management systems (CRMs), and some CRMs provide more integration access than others.  You accept that the integration access and constraints of that integration are subject to the CRM supplier. Accordingly, some CRMs may not support all Realtair functionality.

10.2 You acknowledge and agree that:

(a) your use of, and access to, the Third-Party Products may be subject to additional fees and separate terms issued by the Third-Party Supplier, which will form a separate agreement between you and the relevant Third-Party Supplier;

(b) we make no representations or warranties in relation to, and does not accept liability for, any Third-Party Products; and

(c) we may suspend your use of, or access to, the Third-Party Products at any time, including on request from the Third-Party Supplier of such Third-Party Products.

10.3 To the extent permitted by law, you agree not to pursue or make any claim against any of our Third-Party Suppliers in connection with the Realtair Services.

10.4 The Realtair Services may contain links to third-party websites, products, and services.

10.5 We do not make any representations or warranties in relation to, and we exclude all liability from, third party websites, products and services, including the Third-Party Products.

11. Acceptable Use

11.1 In addition to any other obligations set out throughout these Subscription Terms, or any applicable Product-specific terms, you must always access and use all Realtair Services:

(a) solely for the purposes set out in this agreement;

(b) in a manner that does not attempt to circumvent the agreed commercial arrangements, including Fees, set out under this agreement;

(c) acting in good faith, giving consideration to the commercial intent of the parties; and

(d) in accordance with this acceptable use clause.

11.2 Your access to, and use of, any Realtair Services must not violate any applicable laws, codes or regulations, including but not limited to intellectual property laws, data protection and Privacy Laws.

11.3 You must ensure that your access to, and use of, any Realtair Services complies with all applicable laws and regulations in your jurisdiction.

11.4 When using the Realtair Services, you agree that you will only upload, post, host, store, communicate or display content (including Customer Content) that:

(a) you have all consents and rights required under law and under any applicable contracts to upload, post, host, store, communicate and display (for instance, rights of ownership or a sufficiently broad licence to do so);

(b) does not infringe the rights, including privacy and Intellectual Property Rights of any other person;

(c) is not unlawful, does not give rise to any civil or criminal liability for you or us, and does not encourage any activity that may violate any applicable law or contract;

(d) is not fraudulent and does not constitute a fraudulent misrepresentation or promote fraudulent activity;

(e) is not and does not contain offensive, abusive or sexually obscene content;

(f) is not libellous, defamatory, discriminatory in respect of any individual or group, unsolicited, unwanted or harassing;

(g) is not a mass email or other commercial message, promotion, offer, advertisement, or solicitation (also known as “spam”); and

(h) does not contain viruses, malware, trojan horses, worms, or any other malicious or harmful program or code.

11.5 You agree that you will not:

(a) use Realtair Services for any purpose other than their intended purposes;

(b) access, use, alter or interfere with any areas of the Realtair Services that you are not authorised to access;

(c) check or test the vulnerability of any of our systems or networks or breach or circumvent any security or authentication mechanism;

(d) copy, caches, disassemble, decompile, reverse-engineer or modify any component of the Realtair Services, or use any automated means to collect information from the Realtair Services;

(e) do anything that would prejudice our rights, title or interest in and to the Realtair Services;

(f) transfer, sell, lease, distribute, or sublicense any part of the Realtair Services or the content contained within or hosted on the Realtair Services;

(g) attempt to destabilise, interrupt or overload our infrastructure by placing unreasonable burdens on our resources, including by sending requests to our systems more rapidly than could be achieved by a human user;

(h) engage in any other conduct that inhibits any other person from using or enjoying the Realtair Services;

(i) use or access the Realtair Services in any manner that:

(i) creates a risk to the integrity of the Realtair Services or the network, systems, equipment or facilities used in connection with the Realtair Services;

(ii) effects the quality of any service we provide; and

(iii) in an excessive manner including but not limited to excessive use or storage of data which is to be judged by us in our sole discretion;

(j) misuse the Realtair Services by tampering with their normal operation, or trying to access them using a method or interface other than those we provide;

(k) transmit any viruses, malware, trojan horses, worms, or other types of malicious or harmful software or code, or links to such software or code, onto or through the Realtair Services;

(l) impersonate another person or organisation, including any of our employees, or misrepresent your identity;

(m) reproduce, communicate, adapt, record, transfer, publish, perform, display, broadcast, distribute, offer or make available any of the content contained within or hosted on the Realtair Services in contravention of any applicable law or in breach of any person’s rights, including Intellectual Property Rights;

(n) remove or amend any intellectual property notices contained in or displayed on the Realtair Services;

(o) use another person’s login details for the Realtair Services without their permission; or

(p) breach another person’s privacy, for example by posting their personal information without first obtaining their consent or having another lawful ground(s) to do so.

11.6 You must not use conduct or attempt to conduct web scraping of any part of our websites and/or the other Realtair Services, including any content contained within or hosted on the Realtair Services.

11.7 If you fail to comply with the acceptable uses set out in this clause, we reserve the right to immediately suspend your Account(s) and/or your access to the Realtair Services, without liability for us (to the extent permitted by law). We are also entitled to immediately remove any content you upload, post, host or transmit that we consider or suspect to be in breach of this clause or any of our other terms and conditions, without prior notice to you and without liability for us (to the extent permitted by law).

11.8 Our rights to suspend your Account(s) and to remove content do not limit any other rights or remedies that may be available to us under this agreement.

12. Intellectual Property and Data

12.1 You acknowledge and agree that we own all rights (including Intellectual Property Rights), title and interests in and to:

(a) the Realtair Services and Products (including any software, source and object code, algorithms, that form part of or relate to the Realtair Services, including any Products);

(b) any accompanying materials or documentation, including that are created by and/or for you and/or your Users in connection with the use of any Realtair Services; 

(c) any variations, modifications, adaptations, developments and/or derivatives of any of the Realtair Services, and/or any accompanying materials or documentation; and

(d) Metadata and Aggregated Data, which we may use and commercialise at our absolute discretion, 

but excluding Customer Content.

12.2 We grant to you a limited, non-exclusive, non-transferable, revocable licence to access and use the Realtair Services solely to the extent permitted by this agreement and as is necessary to obtain the benefit of the Realtair Services for the duration of the Term.  Any rights not expressly granted under this agreement are reserved by Realtair.

12.3 Without limiting any rights granted to us in this agreement you acknowledge and agree that you own all right, title and interest in Customer Data.

12.4 You acknowledge and warrant the following in respect of Customer Content:

(a) you are solely responsible for Customer Content, the integrity, accuracy and quality of Customer Content, and the means by which you acquire Customer Content; 

(b) you have a right to use and transmit Customer Content; 

(c) it does not breach any rights of a third party (including Intellectual Property Rights or Moral Rights);

(d) it is suitable and appropriate for use in connection with the Services;

(e) it does not include anything harmful, such as viruses;

(f) it is true, accurate, complete and current; and

(g) you will comply with all relevant laws or regulations in respect of Customer Content.

12.5 Realtair will not be responsible for and does not check or review Customer Content in any way. We reserve the right to remove any Customer Content that is deemed unsuitable, insulting, inflammatory, degrading, illegal or objectionable in our sole discretion or that is provided in breach of the warranties given under the terms of this agreement.

12.6 We are not responsible for any errors, omissions, Losses or damages of any kind resulting directly or indirectly from any inaccuracies in Customer Content or any failure by you to ensure the integrity, completeness or accuracy of Customer Content before providing it to us or inputting it into the Realtair Services. 

12.7 You acknowledge and agree that we may host, transmit, maintain and store all or parts of Customer Data on servers located in multiple jurisdictions including Australia, Philippines, and the United States of America.

12.8 You grant us:

(a) a royalty-free, non-exclusive licence during the Term, to use Customer Content (including any Intellectual Property Rights in and to Customer Content) to the extent necessary to perform our obligations under this agreement; and

(b) a non-exclusive, worldwide, royalty free, assignable, perpetual and irrevocable licence to copy, use and analyse non-Confidential Information and Customer Data for any purpose, for our business and for benchmarking and analytics to improve and understand the Realtair Services, product usage and customer needs, provided that we will use our reasonable endeavours to ensure such output and analyses will not contain any Confidential Information, Personal Information or other information which identifies you as a customer. 

13. Marketing

13.1 You acknowledge and agree that we may use and incorporate any ideas, suggestions, concepts, know-how or techniques contained in information received from you that directly relates to your products or business, including any suggested changes or modification to the Realtair Services.

13.2 You consent to us using your company name and logo:

(a) to describe the circumstances of your use of the Realtair Services, on an ongoing and irrevocable basis, where we are required to do so under any law, code or regulation and/or any listing rules of any stock exchange (as applicable); and

(b) as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers.

14. Scheduled maintenance

14.1 You acknowledge and agree that the Realtair Services are provided on an ‘as is’ basis, service continuity is not assured and that the Realtair Services (including Customer Data to the extent you are accessing it through the Realtair Services) may be suspended, unavailable or have limited availability including:

(a) for routine or emergency maintenance, provided we will use reasonable endeavours, where possible, to;

(i) undertake such maintenance outside of normal business hours;

(ii) notify you in advance of any such maintenance; and

(iii) minimise disruption to your use of the Realtair Services due to such maintenance.

(b) to permit upgrades or other development activity to take place;

(c) due to technical malfunctions of your software, equipment or infrastructure (e.g., telecommunications connectivity, network congestion or delays);

(d) due to a Force Majeure Event; or 

(e) if it is necessary for reasons of:

(i) public safety;

(ii) security of the Realtair Services;

(iii) interoperability of Realtair Services; 

(iv) data protection; and/or

(v) any other work that is necessary for operational or technical reasons.

15. Audit

15.1 We may (either by itself or through its authorised representative) periodically conduct an audit to:

(a) verify that your access and use of any Realtair Services is in accordance with this agreement (including the Number of Users); and

(b) assess your compliance with this agreement.

15.2 You must participate in and co-operate with any audit carried out under clause 15.1 in good faith, including by providing us with such access to your systems, records, and personnel as is required for the purposes of the audit (provided that we give your reasonable written notice).

15.3 We and our authorised representatives may take copies of your records and books as are reasonably required for the purposes of carrying out the audit.  Those copies will be your Confidential Information.

15.4 If an audit reveals:

(a) use by you of any Realtair Services that is not in accordance with this agreement, (including the Number of Users); or

(b) any breach of this agreement by you,

you must immediately rectify your use or breach (including at our reasonable direction) and you must also pay, or reimburse us for, all costs and expenses relating to that audit (including accountancy or legal fees and/or unpaid Fees owed to us by you by way of such breach (for example, your use of the Realtair Services in excess of the Number of Users).

15.5 Except as set out in clause 15.4, we will bear our own costs and expenses in carrying out an audit.

16. Termination

16.1 Either party may terminate this agreement (either in full, or in part in respect of specific Realtair Services) on written notice before the expiration of the Term where any of the following events occurs.

(a) The other party materially breaches any of the terms of this agreement and the breach is not capable of remedy.

(b) The other party materially breaches any of the terms of this agreement and does not remedy the breach within 30 days of receiving written notice of the breach.

(c) If the other party ceases to operate, becomes insolvent, enters liquidation, file for bankruptcy, makes an assignment for the benefit of creditors, appoints a receiver, or is subject to any similar action. 

16.2 In addition to the above, the following termination rights apply.

(a) We may terminate this agreement immediately at any time on written notice to you if our relationship with a Third-Party Supplier that provides software, hosting services or other technology, products or services relied on by us to provide the Products expires or terminates or such provider requires us to change the way we provide the Products.

(b) Subject to clause 16.3, you may terminate this agreement on written notice as follows.

(i) If we provide you notice of a Fee increase under clause 4.2 and you do not agree to the increased Fee.  If we do not receive a notice from you in accordance with this clause, and you continue to use the Realtair Services, then you agree that you’re deemed to have consented to the increase in the applicable Fee. 

(ii) we give you a notice under clause 22.1 and you do not agree to such proposed change to these Subscription Terms. If we do not receive a notice from you in accordance with this clause, and you continue to use the Realtair Services, then you agree that you’re deemed to have consented to the proposed change and the amended Subscription Terms.

16.3 Where you terminate this agreement in accordance with clause 16.2(b), the termination will be effective at the end of your then current Term, however:

(a) the relevant terms will not be changed, and the then current Subscription Term will remain applicable; and 

(b) any Fees will not increase, and your then current Fees will remain applicable.

16.4 Where this agreement is only terminated in part in respect of specific Realtair Services, the agreement will continue in full force and effect in respect of all other Realtair Services.

17. Effect of termination

17.1 On termination of this agreement by either party (in whole or in part), subject to any terms of this agreement that permits otherwise:

(a) each party must, on request, return or securely destroy all Confidential Information in that party’s control; and

(b) you will no longer have any right to use, copy or access (or to permit any other person to use, copy or access) any of the Realtair Services (in whole or in part), or any other information or materials that we make available to you under this agreement, including our Confidential Information; and

(c) you must immediately pay any and all outstanding Fees owing as at the date of termination. 

17.2 You acknowledge and agree that transferring Customer Data from your Account and/or the relevant Realtair Services to yourself or to a third party you have authorised on or before expiry or termination is solely your responsibility. 

17.3 Following the expiry or termination of this agreement, you will no longer have access to Customer Data and reserve the right to:

(a) retain a copy of Customer Data; and/or

(b) delete Customer Data within a period of 30 business days following such expiry or termination.

17.4 You acknowledge and agree that we, our related bodies corporate, affiliates, representatives, successors and assigns, including their applicable officers, directors, employees and agents are not liable to you for any Loss or Consequential Loss in connection with denial of access to or deletion of Customer Data in accordance with clause 17.2.  

17.5 The exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this agreement, by law, or otherwise.

18. Warranties

18.1 Each party represents and warrants to the other that, to the best of its knowledge, each of the following statements is true, accurate and not misleading as at the date of this agreement and will be true and accurate on each day during the Term:

(a) it has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement; and

(b) there are no pre-existing rights or obligations which would prevent it from complying with its obligations under this agreement.

18.2 We further warrant and represent as follows, to the best of our knowledge.

(a) That the Realtair Services, as provided by us and used in accordance with this agreement and our instructions and policies, do not, or will not, infringe the Intellectual Property Rights of any third party. This warranty does not apply to any of Customer Data, including without limitation where it is uploaded to or hosted on the Realtair Services.

(b) We will provide the Realtair Services:

(i) due care and skill; and

(ii) in accordance with all applicable laws, codes and regulations.

18.3 You further warrant and represent as follows.

(a) Customer Data does not, or will not, infringe the Intellectual Property Rights of any third party.

(b) You and your Users have all rights, qualifications, authorisations, and licences in respect of the use of the Realtair Services.

(c) In using the Realtair Services, you and your Users will comply with this agreement, all applicable Product-specific terms, and all applicable laws, codes and regulations (including in respect of your professional obligations) in connection with the Realtair Services.

(d) Where you collect, or handle, Personal information, which is made available to us under this agreement, including where it is input into any of our Products, that you have collected all necessary consents to do so and that you have done so in accordance with all applicable Privacy Laws.

18.4 Subject to any express warranties in this agreement but otherwise to the fullest extent permitted by law:

(a) we exclude all warranties, conditions and representations in whatever form, relating to the Realtair Services, including any warranties or representations relating to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use or the security and operation of the Realtair Services, including that the Realtair Services will produce any particular outcomes for you and/or that it will be bug or error free; and

(b) that no advice or information, whether oral or written, obtained by you from us or through or from the Realtair Services or under this agreement shall create any warranty not expressly stated in this agreement in any manner.

19 Indemnity

19.1 Subject to clause 20, we indemnify you, your directors, officers, employees, affiliates, agents, contractors, principals or licensors (your indemnified parties) from and against any Loss suffered or incurred by your indemnified parties as a direct result of:

(a) breach of applicable warranties;

(b) breach of clause 12 (Intellectual Property and Data); 

(c) breach of clause 7 (Confidentiality);

(d) our negligent or fraudulent acts or omissions; 

(e) our wilful misconduct; and

(f) our breach of applicable laws.

19.2 You indemnify us and our directors, officers, employees, affiliates, agents, contractors, principals, or licensors (our indemnified parties) from and against any Loss suffered or incurred by our indemnified parties as an indirect or direct result of:

(a) your breach of this agreement and/or any Product-specific terms; 

(b) our access to Customer Content as determined or instructed by you;

(c) Customer Content, including but not limited to any third-party claim alleging that Customer Data, or our handling or processing of Customer Content infringes rights, including privacy and/or Intellectual Property Rights of a third party;

(d) your negligent or fraudulent acts or omissions; 

(e) your wilful misconduct;

(f) your breach of applicable laws; 

(g) any of your acts or omissions in reliance on false, misleading or incomplete information that you have provided to us; and/or

(h) third party claims arising out of or in connection with any of the items set out in clauses 19.2(a) – 19.2(g) above.

20. Liability

20.1 Notwithstanding any other provision of this agreement and to the fullest extent permitted by law:

(a) we are not liable to you, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise for any Consequential Loss, indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of opportunities or business interruption);

(b) our sole liability for loss or corruption of data is limited to restoring such data to the last useable backup, where applicable; 

(c) we are not liable for any Loss arising from activity on your Account, including additional usage fees, loss of data or downtime caused by deliberate, inadvertent or unauthorised changes by any party, or files that you or your Users upload, transmit, install or otherwise uses in connection with the Realtair Services;

(d) we are not liable for any Loss incurred or suffered by you, your Users or any third party as a result of you and/or your Users use of the Product; and

(e) subject to clause 20.2, a party’s aggregate liability in connection with this agreement whether in contract, tort (including negligence), statute or otherwise will not exceed the fees paid by you in the 6 month period preceding any claim for any Loss.

20.2 Nothing in this agreement excludes or limits your liability for a breach of clauses 8.2 (Consents relating to Personal Information), 11 (Acceptable use), 12.4 (Customer Content warranties), 12.5 (Responsibility for Customer Content) and 18.3 (Warranties) of this agreement. 

20.3 If any supply by us pursuant to this agreement comprises a supply to a ‘consumer’ as defined in the Consumer Law, then nothing contained in this agreement restricts or modifies guarantee, right or remedy which pursuant to the Consumer Law applies to this agreement or is conferred on you, provided that to the extent that the Consumer Law permits us to limit its liability for breach of guarantee imposed by the Consumer Law, then to the extent permitted by the Consumer Law, our liability for such breach is limited to the following as determined by us:

(a) the supplying of the services again; or

(b) the payment of the cost of having the services supplied again.

20.4 To the extent permitted by law all express or implied guarantees, warranties, representations, or other terms and conditions relating to the agreement or its subject matter, not contained in the agreement, are excluded from the agreement;

20.5 A party’s liability under this agreement will be reduced proportionately to the extent that any such Loss arose as a result of the other party’s act or omission.

20.6 We are not responsible for delays, disruptions or other faults in the Realtair Services caused by factors beyond our reasonable control, including but not limited to problems with the public internet or your computer systems, the acts and omissions of third parties, and/or Force Majeure Events. We are not responsible for any damage to any of your equipment or software resulting from your use of the Realtair Services.

20.7 You acknowledge and agree that we do not warrant or guarantee any particular outcomes or results from the use of the Realtair Services.  Any such outcomes or results will not take account of your particular objectives or circumstances and are not a substitute for any professional advice.  You should determine independently or, with the aid of appropriate professional advice, whether and how to proceed with the Realtair Services including any output delivered by the Realtair Services.

21. Force majeure

21.1 If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended (except any obligations to make any payments under this agreement) to the extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased. 

21.2 Except for your payment obligations under this agreement, neither party is liable for any delay or failure to perform any of its obligations under this agreement to the extent that the delay or failure is caused or contributed by a Force Majeure Event.

22. Variations

22.1 You acknowledge and agree as follows.

(a) We may vary these Subscription Terms by giving you notice via email as follows. 

(i)Where the variation relates to or impacts your ability to access and use the Realtair Services and/or either party’s warranties or liabilities under this agreement, we will provide you with 14 days’ notice prior to such change taking effect. 

(ii) All other changes will be effective from the date of notification. 

(b) Subject to clause 16.2(b), your continued use of the Realtair Services after the relevant effective date of notification will constitute acceptance of the amended Subscription Terms. 

(c) The date set out at the start of Subscription Terms will reflect the date that they were last updated.

(d) We reserve the right to amend any Product-specific terms in accordance with the variation provisions in the applicable Product-specific terms on written notice to you. 

23. Dispute resolution

23.1 Any party who claims to have a dispute against another party must issue a notice to the other party claiming a dispute has arisen, setting out the nature of the dispute and all other information relevant to the dispute (Dispute Notice).

23.2 Within 7 days after receiving the Dispute Notice, the parties must meet (or otherwise communicate) to resolve the dispute.  Each party will be represented by a person having authority to agree to such resolution or methods.  All aspects of the meetings will be confidential and without prejudice to the parties’ rights, obligations and liabilities.

23.3 If the parties do not resolve the dispute within 30 days (or such longer period the parties may agree in writing) after the Dispute Notice, then either party may initiate court proceedings in relation to the dispute.

23.4 Despite the existence of a dispute, each party must continue to perform its obligations under the agreement unless those obligations are the subject of the dispute.

24. Notices

24.1 Subject to clause 25, a notice, consent or other communication under this agreement is only effective if it is in writing, and it is received in full and legible form at the addressee’s address or email address. Any notice sent via a non-email channel must also have a copy sent via email.

24.2 A notice is deemed to have been received:

(a) if posted and emailed, on the third Business Day after posting;

(b) if delivered personally and emailed, upon delivery; or

(c) if sent only by email, the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message).

25. Other communications 

You acknowledge and agree that we may issue you communications regarding the Realtair Services, your Account or otherwise via your Account from time to time.

26. General

26.1 Nothing in this agreement will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.  Except as otherwise provided in this agreement, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an agreement in the name of the other party.

26.2 We may sub-contract the performance of any part of our obligations and/or services to any third party.

26.3 This agreement may not be assigned, sublicensed or otherwise transferred by you, whether by operation of law or otherwise, without our prior written consent, such consent not to be unreasonably withheld or delayed.  

26.4 We may assign, sublicence or otherwise transfer this agreement at any time without your consent.

26.5 This agreement contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.

26.6 The failure of either party to enforce any provisions under this agreement will not waive the right of such party thereafter to enforce any such provisions.

26.7 If any term or provision of this agreement is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.

26.8 This agreement may be executed in any number of counterparts and all counterparts taken together will constitute one document.

26.9 Each party agrees that this agreement may be electronically signed, and that any electronic signatures appearing on this agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. 

26.10 Any warranty, indemnity, or obligation of confidentiality in this agreement will survive termination.  Any other term which by its nature is intended to survive termination of this agreement survives termination of this agreement.

26.11 This agreement is governed by, and construed in accordance with, the laws of New South Wales, Australia.  The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales. 

27. Definitions

27.1 In this Agreement, unless the context otherwise requires:

Account(s) means any account(s) set up by you or us through which you and your Users access and use the Realtair Services.

Activation Fee means the once-off fee payable to set up the Product(s), as set out at the Point of Purchase. 

Aggregated Data means any information or data derived from or aggregated using Customer Data which has Personal Information removed from it.

Business Day means a day (except Saturday and Sunday or a public holiday) on which banks are open for general banking business in New South Wales, Australia.

Confidential Information means confidential, proprietary and commercially sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) including information which:

(a) is identified as confidential or ought to have been known to be confidential; and

(b) relates to the business affairs and practices, including financial information, business opportunities, business plans, business processes and methodologies,

but does not include information, which is in, or comes into, the public domain other than by a breach of this agreement, or which is independently known to the other party as evidenced by its written record.

Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss.

Consumer Law means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory of Australia, or any similar laws which may apply to this agreement.

Customer Content means Customer Data and all content provided by you to Realtair or input by you, your Users, agents, nominees, and contractors into a Product in order for Realtair to provide the Product, including text, copy, images, data, graphics, or multimedia content.

Customer Data means all information, data, materials and Personal Information and other content that you provide to us and/or input into a Product.

Fees means the fees payable for the Products, as set out at the Point of Purchase and/or varied in accordance with these Subscription Terms. 

Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery, or industrial conditions, or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority (including public health orders), which:

(a) directly or indirectly results in a party being prevented from or delayed in performing any of its obligations under this agreement; and

(b) is beyond the reasonable control of that party.

Initial Term means the initial term you purchase the Products for, as set out at the Point of Purchase. 

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.

Losses means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise.

Metadata means all data relating to the provision and use of the Realtair Services, excluding Customer Data, Aggregated Data, data captured from a Realtair integrated external software system and Personal Information.

Moral Rights means the rights defined as “moral rights” under the Copyright Act 1968 (Cth) and any other similar right capable of protection under laws of any applicable jurisdiction.

Number of Users means the number of permitted Users the Product(s) were purchased for as set out at your Point of Purchase. 

Payment Cycle means the timing of payments for Fees as follows, as the context requires.

(a) For the Initial Term, the payment cycle is as set out at the Point of Purchase (e.g. annually in advance).  

(b) For each Renewal Term, the payment cycle is monthly in advance.

Payment Method means the payment method we determine at the Point of Purchase based on the price of your subscription.

Personal Information has the meaning given to in applicable Privacy Laws. 

Point of Purchase means the point at which you subscribe to, and purchase, the Products and/or any Training Services, including via our website and/or via any digital documentation issued to us by you.

Privacy Law means the Privacy Act 1988 (Cth) and and/or any other equivalent or similar State or Territory legislation as applicable.

Privacy Policy means the Realtair privacy policy available at Realtair Privacy Policy.

Product(s) means Realtair products and services as available from time to time that you select at your Point of Purchase.

Realtair Services has the meaning given to that term in clause 3.1.

Renewal Term has the meaning given to that term in clause 2.2.

Term means the Initial Term and each applicable Renewal Term.

Training Services means the training services for our Products available to purchase online from time to time. 

Users means your employees, agents, contractors, service providers (including advisors and consultants), and any other persons, entities or other third parties who are authorised, enabled or instructed by you to access and use the Realtair Services on your behalf, whether or not they have been supplied with a user email address and password by you, or us at your request

1.2 In this document unless the context otherwise requires:

(a) clause and subclause headings are for reference purposes only;

(b) the singular includes the plural and vice versa;

(c) where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(d) references to statutes include all statutes amending, consolidating or replacing such statutes;

(e) $ means the lawful currency of Australia;

(f) any reference to a party to this document includes its successors and permitted assigns; and

(g) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it.

 

Last updated:  19 May 2025

 

Subscription Terms Billed by REA

 

This is a legally binding document between users of Realtair Products (you, your) and Realtair Office Pty Limited of 388 George St, Sydney NSW 2000 (Realtair, we, us, our) which sets out the terms upon which we grant you access to the Realtair Products. 

Questions about these Terms of Use can be submitted to us at support@realtair.com. 

General Terms 

1. Formation and application

1.1 When you access and use the Realtair Products (Account), whether in accordance with a direct subscription that you have with us and/or as an authorised user of a subscription held by a third-party (Third-party Subscriber), you acknowledge you have read and agree to be bound by these terms of use, which include: 

(a) these terms (General Terms); and 

(b) the following Product-specific schedules (as applicable, in accordance with clause 1.2) (Schedules): 

(i) Schedule 1 – Realtair Pitch; 

(ii) Schedule 2 – Realtair Sign; 

(iii) Schedule 3 – Realtair Sell; and 

(iv) Schedule 4 – Realtair Deposits 

(as applicable, the Terms of Use). 

1.2 For the avoidance of doubt, the General Terms apply to your use of any Realtair Product, while the Schedules only apply to the extent you or a Third-party Subscriber has purchased a subscription for the product relevant to the Schedule. To the extent you are accessing all Realtair Products via the Realtair Platform then the General Terms and all Schedules apply. 

1.3 To the extent of any inconsistency between the documents, the Schedules will prevail over these agreed terms. 

1.4 You can only use and access our Products to the extent you are legally able to do so in your state, territory and/or country and you must also be over 18 years of age (or the age of majority in your location). 

2. Account

2.1 If you would like to delete your Account for any reason, please contact us at support@realtair.com. 

2.2 You warrant all your information is current, complete, and accurate. You agree to promptly update your Account if your information changes. 

3. Your use rights and restrictions

3.1 Subject to these Terms of Use, we grant you a non-exclusive, non-transferable, non-sub-licensable, worldwide, revocable licence to access and use the Realtair Products for your internal business operations and/or personal use in accordance with these Terms of Use (Permitted Purpose). 

3.2 You must comply with, all Relevant Laws, these Terms of Use, and our reasonable directions in respect of the Realtair Products. 

4. Security

4.1 You must: 

(a) maintain appropriate administrative, physical, and technical safeguards to secure your access and access to the Realtair Products and your Account from unauthorised access, disclosure, alteration, and use; and 

(b) immediately destroy any data (including Personal Information) so it is no longer capable of being retrieved, that has been mistakenly processed through the Realtair Products (including where such data has not been obtained with the appropriate consents in accordance with applicable Privacy Laws or where that data has been mistakenly transferred to you by us). 

5. General use and restrictions

5.1 You must not: 

(a) access the Realtair Products in any manner that: 

(i) is in violation of any law (including Relevant Laws); 

(ii) compromises, breaks or circumvents any of our technical processes or security measures associated with the provision of our products and/or services; 

(iii) poses a security vulnerability to our customers or users of the Realtair Products; 

(iv) tests the vulnerability of our systems or networks; or 

(v) exceeds rate limits, or constitutes excessive or abusive usage; 

(b) use, copy, cache. modify, adapt, translate, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, take similar action or otherwise derive source code, trade secrets, or know-how with respect to the Realtair Products in any way that is contrary to these Terms of Use or against any law (including any Relevant Laws and/or for the purposes of infringing upon any third-party Intellectual Property Rights); 

(c) introduce to the Realtair Products any viruses, worms, defects, Trojan horses, malware, corrupt files, or any other similar software or programs that are destructive in nature and/or may damage the operation of any computer hardware or software, including the Realtair Products; 

(d) do anything that would prejudice our existing right, title or interest in the Realtair Products; 

(e) engage in any other conduct that inhibits any other person from using or enjoying the Realtair Products; 

(f) reproduce, distribute, transmit, publish, copy, transfer or commercially exploit any information accessed through or received from the Realtair Products that would infringe the Intellectual Property Rights, or other rights (including privacy) of Realtair or any third-party; and/or 

(g) engage in conduct which, in our opinion, could be reasonably expected to adversely affect Realtair’s reputation or result in a liability to us. 

5.2 You are solely responsible for: 

(a) all activity on your Account; 

(b) maintaining the confidentiality and security of the Account; 

(c) taking appropriate measures to protect the Account, as well as any materials or content in the Account, from accidental, unlawful or unauthorised access, use or disclosure; 

(d) notifying us immediately of any unauthorised access or use of your Account and/or the Realtair Products; and 

(e) ensuring that Customer Data and any other information provided to us or input by you into an applicable Realtair Product, including account information, debit card and account details, credit card and payment amounts, is complete, correct and accurate. 

5.3 We reserve the right to: 

(a) deactivate your Account in the event of any breach of these Terms of Use; and 

(b) monitor your: 

(i) Account; and/or 

(ii) use of the Realtair Products. 

6. Communications and content

To the extent you submit any content through the Realtair Products and/or make any communications through the Realtair Products (including through any communications tools), you acknowledge and agree to the following. 

(a) You are solely responsible for such content/and or communication (including your interactions with any other users of Realtair Products) and must only use such communications tools for lawful and legitimate purposes. 

(b) You must not use any such communication tools for posting or disseminating any material unrelated to the use of the Realtair Products, including (but not limited to) unsolicited commercial emails and files that may damage any other person’s computing devices or software. 

(c) You represent that you are permitted to submit such content and/or make such communication. While we may remove any communication and/or content at any time in our sole discretion, we are under no obligation to ensure that the communications and content made available through the Realtair Products are legitimate or that they are related only to the use of Realtair Products. As with any other web-based forum, you must exercise caution when using the communication tools available through the Realtair Products. 

7. Availability, service levels and modifications

7.1 Realtair does not guarantee that the Realtair Products will be continuous or fault free due to the nature of the Realtair Products. You acknowledge that the public internet is an inherently insecure environment and that Realtair has no control over the privacy of any communications or the security of any data outside of Realtair’s internal systems. 

7.2 Realtair regularly updates and carries out scheduled maintenance in respect of the Realtair Products and in doing so may suspend access to, or functionality on, the Realtair Products from time to time (Scheduled Maintenance). 

7.3 Realtair will use reasonable efforts to ensure Scheduled Maintenance occurs outside of standard business hours. 

7.4 Realtair does not accept responsibility or liability for any Loss suffered by you or any third-party arising from any unavailability of the Realtair Products for any reason. 

7.5 We may provide you with support or modifications for the Realtair Products, however we are not obliged to do so. We do not have any obligation to respond to or fix any errors you may encounter in respect of the Realtair Products. 

7.6 In our sole discretion and without liability to you, we may: 

(a) add, remove or modify any features of the Realtair Products; or 

(b) discontinue the Realtair Products. 

7.7 If we modify the Realtair Products, we may require you to use the modified version, which may not be compatible for your use in respect of the Permitted Purpose. You acknowledge and agree that we may not be able to provide you with individual notice of such changes. If we make any significant modifications which results in a significant reduction in service levels that you may derive from the Realtair Products, you may be entitled to terminate your Account with us within 30 days of such significant modification. 

8. Warranties

You represent and warrants that: 

(a) you will comply with all Relevant Laws; 

(b) you have all necessary rights, permits, licences and/or other qualifications (including as required by any applicable Laws) to access and use the Realtair Products; 

(c) Customer Data, and our use of the same in accordance with this agreement, will not infringe the rights (including Intellectual Property Rights) of any third-party; and 

(d) you have not relied on any representation made by us which has not been expressly stated in this agreement (including any descriptions or specifications contained in any document outside of these Terms of Use). 

9. Termination and suspension

9.1 We reserve the right to terminate or suspend your access to the Realtair Products in our sole discretion and without liability to you, where you have breached these Terms of Use. 

9.2 Upon termination (as applicable): 

(a) all rights and licenses granted to you will terminate immediately and you must stop using all Realtair Products (as defined in clause 10.1); 

(b) we will deactivate your Account; 

(c) your access to the Realtair Products will cease immediately; and 

(d) neither party is liable to the other party due to termination of these Terms of Use. 

Where we have terminated your Account for breach of these Terms of Use, you will not be entitled to any refund of any prepaid amounts. 

10. Our Intellectual property

10.1 We own all rights, title and interest (including Intellectual Property Rights) in the Realtair Products (including all source and object code), logos, brand names, other products and services, and all related technology, website, content, and materials (including any modifications or derivative works) (Realtair Materials). 

10.2 Except for the rights expressly granted to you in these Terms of Use, we do not grant you any rights, title and interest (including Intellectual Property Rights) in any Realtair Materials. 

10.3 You are not obliged to provide us with any Feedback, however if you do provide us with Feedback, we will be the sole and exclusive owner of the Feedback and you agree to assign to us any and all rights, title, and interest (including Intellectual Property Rights) that you may have or acquire in and to any Feedback. 

11. Customer Data and output

You acknowledge and agree that: 

(a) we are entitled to rely on the accuracy of any Customer Data without independently verifying it; 

(b) any output generated by the Realtair Products are dependent on the integrity, accuracy and quality of the Customer Data; 

(c) you are solely responsible for determining whether any output generated by the Realtair Products are suitable for your purposes; and 

(d) we are not responsible or liable to you in respect of any such output. 

12. Warranties and Indemnity

12.1 You are solely responsible for your use of the Realtair Products and your Account. 

12.2 In addition to any other warranties made by you throughout these Terms of Use, you warrant and represent that: 

(a) your use of the Realtair Products will not breach: 

(i) any third-party rights (including Intellectual Property Rights and privacy rights); and/or 

(ii) any Relevant Laws, rules, regulations or orders, including those relating to data privacy, data transfer, and the export of technical or Personal Information; 

(b) you have the corporate power to enter into and perform your obligations under these Terms of Use; 

(c) there are no pre-existing rights or obligations which would prevent you from complying with your obligations under these Terms of Use; 

(d) you have all rights, authorisations, and licences to use the Realtair Products for the Permitted Purpose; 

(e) all information you provide to us (including Customer Data) is and will be true, accurate, and complete; and 

(f) you will not interfere with our business practices, the way in which we offer our services or the Realtair Products and/or any third-party products or networks used with the Realtair Products. 

12.3 You indemnify us and our affiliates, and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any Loss based on or arising from: 

(a) any negligent act or omission or wilful misconduct by you in connection with the Realtair Products; and 

(b) any breach by you of clauses 5.1 and 12.2(a) and (f). 

13. Disclaimer of warranties and limitation of liability

13.1 You are solely responsible for determining whether the Realtair Products are suitable for your needs. 

13.2 Subject to any express warranties in these Terms of Use but otherwise to the fullest extent permitted by law, we exclude all warranties, conditions and representations in whatever form, relating to the Realtair Products, including any warranties or representations relating to quality, accuracy, integration, merchantability, conformity with specifications, reliability, functionality, performance, fitness for use or security and operation. 

13.3 If any supply by us pursuant to these Terms of Use comprises a supply to a ‘consumer’ as defined in the ACL, then: 

(a) nothing contained in these Terms of Use restricts or modifies guarantee, right or remedy which pursuant to the ACL applies to these Terms of Use or is conferred on you, provided that to the extent that the ACL permits the us to limit our liability for breach of guarantee imposed by the ACL, then to the extent permitted by the ACL, our liability for such breach is limited in the case of services any cost of the following as determined by us: 

(A) the supplying of the services again; or 

(B) the payment of the cost of having the services supplied again. 

13.4 Notwithstanding any other provision of these Terms of Use and to the fullest extent permitted by law, in no case will we, our directors, officers, employees, affiliates, agents, contractors, principals, or licensors be liable, whether such liability is based on breach of contract, tort (including negligence), statute or otherwise, for any direct Loss, Consequential Loss, and/or indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of revenue or business interruption) arising out of or in connection with: 

(a) these Terms of Use (including any applicable Schedules); 

(b) your use of the Realtair Products; and 

(c) any incomplete, incorrect or inaccurate information or Customer Data provided by you. 

14. Third-party products and linked websites

14.1 We may use third-party products and services in our provision of the Realtair Products (Third-party Products). You acknowledge that: 

(a) your use of, and access to, such Third-party Products may be subject to additional fees and separate terms issued by the supplier of such Third-party Products (Third-party Supplier), which will form a separate agreement between you and the relevant Third-party Supplier; 

(b) we make no representations or warranties in relation to, and do not accept liability for, any such Third-party Products; and 

(c) we may suspend your use of, or access to, the Third-party Products at any time, including on request from the Third-party Supplier. 

14.2 The Realtair Products may contain links to third-party websites, products, and services, including third-party provided facts, views, opinions, statements and recommendations (together, Third-party Content). We do not make any representations or warranties in relation to, and exclude all liability from Third-party Content. 

15. Privacy

15.1 Your use of the Realtair Products may involve the transmission to us of certain Personal Information. Our policies with respect to the collection and use of such Personal Information are governed according to our Privacy Policy, which is incorporated into these Terms of Use. 

16. Notices

16.1 Subject to clause 17, a notice or other communication under these Terms of Use is only effective if it is in writing and it is received in full and legible form at the addressee’s email address. 

16.2 You must send any notices or other communication to us under these Terms of Use to support@realtair.com. We will send notices to the email address that we provide the Realtair Products credentials to. 

16.3 A notice will be deemed to be received on the earlier of when the sender receives an automated message confirming delivery or within 24 hours after the message has been sent (as recorded on the device from which the sender sent the message), unless the sender receives an automated message that the email has not been delivered. 

17. Amendments

17.1 From time to time we may update and amend these Terms of Use on notice to you, including via email or by notice through your Account. Any updated or amended version of these Terms of Use will replace and supersede the existing and then-current version from the date specified in the notice. Your continued use of the Realtair Products following any changes indicates your acceptance of the changes. If the variation of these Terms of Use may result in a significant adverse impact to you, we will give you 30 days prior written notice before implementing such variation, and you may terminate your Account with us during that period. 

17.2 We may deliver operational messages relating to the Realtair Products through your Account or including for example, information about maintenance periods. 

18. General

18.1 You acknowledge and agree that nothing in these Terms of Use prevents us from seeking injunctive relief to prevent a breach of these Terms of Use or to compel specific performance of these Terms of Use. 

18.2 Nothing in these Terms of Use will be taken as giving rise to a relationship of employment, agency, partnership or joint venture. Except as otherwise provided in these Terms of Use, the parties acknowledge and agree that neither party will have any authority to bind the other party or to enter into an Terms of Use in the name of the other party. 

18.3 We may sub-contract the performance of any part of our obligations and/or services to any third-party. 

18.4 These Terms of Use contains the entire understanding between the parties concerning the subject matter of the Terms of Use and supersedes all prior communications. 

18.5 The failure of either party to enforce any provisions under these Terms of Use will not waive the right of such party thereafter to enforce any such provisions. 

18.6 If any term or provision of these Terms of Use is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from these Terms of Use and the remaining Terms of Use will be unaffected. 

18.7 You may not assign, transfer or otherwise deal with these Terms of Use or any right under these Terms of Use without the prior written consent of us, which may be withheld. 

18.8 Any warranty, indemnity, or obligation of confidentiality in these Terms of Use will survive termination. Any other term which by its nature is intended to survive termination of these Terms of Use survives termination of these Terms of Use. 

18.9 These Terms of Use are governed by, and construed in accordance with, the laws of New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts of New South Wales. 

19. Definitions

19.1 In these Terms of Use: 

Australian Consumer Law or ACL means the provisions of Schedule 2 to the Competition and Consumer Act 2010 (Cth), as applied under Part XI or under a law of a State or Territory. 

Confidential Information of a party means the confidential, proprietary and commercially sensitive information (irrespective of the form or the manner in which the information is disclosed, or the time of such disclosure) of that party (disclosing party) which his disclosed to, or learnt by or accessed by the other party (receiving party), including information which: 

(a) is identified by the disclosing party as confidential or the receiving party ought to have been known to be confidential; and 

(b) relates to the business affairs, products and practices, including financial information, business opportunities, business plans, business processes and methodologies, business systems and technology products including applications, software code, databases and data of the disclosing party, but does not include information: 

(i) which is in, or comes into, the public domain other than by the receiving party’s breach of these Terms of Use; 

(ii) which is independently known to, or developed by, the receiving party as evidenced by the receiving party’s written records; or 

(iii) is or was made available to the receiving party by a person (other than the disclosing party) who is not, or was not, under an obligation of confidence to the disclosing party. 

Consequential Loss means any Loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss. 

Customer Data means all data, information and content provided by you to us (including when creating an Account) or which is input into the Realtair Products when using the Realtair Products, including any Personal Information. 

Feedback means any input, feedback, suggestions for improvements with regards to the Realtair Products and/or our products and services. 

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, technology designs including computer programs, applications, databases and software code, patents, business and domain names, confidential information, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable. 

Loss means any judgment, debt, damage, loss, cost, expense or liability howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, or otherwise. 

Personal Information has the meaning given to it in the Privacy Act 1998 (Cth). 

Privacy Laws means the Privacy Act 1998 (Cth) and any applicable privacy laws, codes, and/or regulations. 

Privacy Policy means our Privacy Policy as amended from time to time available at https://realtair.com/au/privacy-policy/ 

Realtair Deposits means our solution for the collection of buyer deposits in real time into an agency’s trust account once a sale has been made. 

Realtair Pitch means our solution for creating customisable pitch presentations and proposals to win appraisals and listings. 

Realtair Platform means our end-to-end product suite, including Realtair Pitch, Realtair Sign, Realtair Sell and Realtair Deposits. 

Realtair Products means any products and services made available by us from time to time including Realtair Pitch, Realtair Sign, Realtair Sell and Realtair Deposits. 

Realtair Sell means our solution which allows agents to facilitate auction campaigns, private treaty and timed property sales with all the benefits of integrated and transparent technology. 

Realtair Sign means our solution for an all-in-one signature platform to prepare agreements or upload documents that can be sent, downloaded and signed all in real time. 

Regulatory Authority means any governmental authority, agency or, including NSW Fair Trading and any equivalent body in any other State or Territory. 

Relevant Laws means any and all laws, codes and/or regulations (including by any Regulatory Authority), including in respect of property, real estate, accounting, tax, reporting and data retention applicable to your use and access of the Realtair Products, including in Australia and/or the territory in which you are based. 

19.2 In these Terms of Use unless the context otherwise requires: 

(a) clause and subclause headings are for reference purposes only; 

(b) the singular includes the plural and vice versa; 

(c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; 

(d) references to statutes include all statutes amending, consolidating or replacing such statutes; 

(e) $ means the lawful currency of Australia; 

(f) any reference to a party to this document includes its successors and permitted assigns; 

(g) the use of the word “includes” or “including” is not to be taken as limiting the meaning of the words preceding it; and 

(h) a reference to a clause or schedule is a reference to a clause of, or a schedule of these Terms of Use. 

  

Schedule 1 – Realtair Pitch 

 1. Application 

This Schedule applies to the extent you have registered and/or subscribed to Realtair Pitch or have been given access to Realtair Pitch by a Third-party Subscriber. 

2. Templates

To the extent applicable to your subscription or the subscription of a Third-party Subscriber, we will provide a selection of pre-built Prelist and Proposal templates that will be customised through the addition of Customer Data. You must provide us with all Customer Data that you wish to be incorporated in the Prelist and Proposal templates in a format reasonably required by us. You acknowledge and agrees that Realtair cannot customise the Prelist and Proposal templates without you supplying the Customer Data required for that purpose. 

3. Definitions

In this Schedule, defined terms have the meaning given to them in the General Terms and as follows. 

Proposal means a property and Vendor specific web page or document created using Realtair Pitch that serves to propose the services of the real estate agent to the prospective Vendor in the sale of their property. 

Prelist means a property and Vendor specific web page created using Realtair Pitch that serves to introduce the real estate agent to the prospective Vendor. 

Vendor means the owner and/or seller of a property. 

  

Schedule 2  – Realtair Sign 

1. Application

This Schedule applies to the extent you have registered and/or subscribed to Realtair Sign or have been given access to Realtair Sign by a Third-party Subscriber. 

2. General

2.1 You acknowledge and agree to the following. 

(a) Realtair facilitates the electronic signature and execution of property and agency related transactions only. Nothing in this agreement makes Realtair a party to any document processed through Realtair Sign (eDocument). 

(b) Realtair makes no representation or warranty in connection with any of the transactions contemplated by any eDocument. 

(c) Realtair may set and enforce limits for reasonable use in respect of Realtair Sign at its sole discretion, including to prevent abusive or unduly burdensome use of Realtair Sign. 

(d) You are solely responsible for and retain exclusive control in respect of the following: 

(i) the content, quality, integrity, accuracy and format of any eDocument, including where an eDocument is automatically populated through Realtair Sign; 

(ii) all communications and interactions with third parties in respect of any eDocuments, including with any counterparties or third-party providers of products or services (to the extent applicable); 

(iii) determining whether any eDocument may be lawfully executed electronically including in accordance with any applicable laws and/or regulations (including Relevant Laws); 

(iv) the accuracy and appropriateness of any instructions given by you and/or your personnel to Realtair in relation to Realtair Sign (including any eDocuments); and 

(v) retaining copies of eDocuments (including copies of executed eDocuments sent to you by Realtair at the time of execution) and any relevant records relating to eDocuments, including saving and back up eDocuments (including once executed through Realtair Sign as applicable). 

3. Exclusion of Liability

3.1 Realtair does not provide any warranties about, nor is responsible or liable for, the following. 

(a) Any eDocuments, including that their content, will be free of errors or omissions. 

(b) Monitoring any transactions contemplated or effected through Realtair Sign. In accordance with clause 2.1(a) of this Schedule, Realtair is not a party to any transactions contemplated or effected through Realtair Sign and accordingly does not monitor any such transactions. 

(c) The execution of eDocuments electronically and/or remotely via Realtair Sign. Realtair provides no warranty that the execution of eDocuments electronically and/or remotely via Realtair Sign will comply with all rules, requirements or laws relating to execution of such documents (including Relevant Laws) or that all documents will be legally binding, valid and enforceable if executed electronically and/or remotely. 

(d) Determining how long any contracts, documents, and other records, including eDocuments, are required to be retained or stored in accordance with applicable laws and regulations (including Relevant Laws). 

(e) Issuing any of your eDocuments or other documents to any third parties. 

3.2 Realtair is not responsible or liable to you or any third-party for any direct Loss or Consequential Loss, damage or claim as a result of or in connection with: 

(a) your use of any content, including any eDocument, posted, emailed, transmitted or otherwise made available via Realtair Sign; 

(b) the method used by the you to sign, execute or obtain a signature for any documents or eDocuments using functionality that may be provided by Realtair through Realtair Sign; and/or 

(c) any eDocuments deleted or no longer made available to you or any third party in accordance with clause 4 of this Schedule or otherwise. 

4. Deleting eDocuments

4.1 Realtair stores eDocuments on its servers and/or authorised third party servers and subject to clause 4.2 of this Schedule, will delete an eDocument as soon as reasonably practicable following receipt of a written request from you to delete such eDocument. 

4.2 Realtair may, at its sole discretion, delete unsigned and/or signed eDocuments from Realtair Sign the later of: 

(a) 7 years from the date the eDocument is uploaded into Realtair Sign; or 

(b) upon termination of your Account, or the Account through which you have been granted access to Realtair Sign, for any reason. 

4.3 You acknowledge and agree that on termination of your Account for any reason you will no longer be able to access Realtair Sign including any eDocuments stored in Realtair Sign. 

  

Schedule 3 – Realtair Sell 

1. Application

The terms of this Schedule apply to you to the extent you are a Buyer, Agent, Buyers Agent or Auctioneer who has registered for and/or subscribed to Realtair Sell or has been given access to Realtair Sell by a Third-party Subscriber. 

2. Acknowledgement

You acknowledge and agree to the following. 

(a) Property listings may be withdrawn or removed from the Website by or with the approval of Realtair Sell at any time prior to commencement of an Auction in respect of the Property. 

(b) You must comply with the Auction and Sales Rules (to the extent applicable) when accessing or using Realtair Sell for any purpose. 

(c) We are not a licensed real estate agent and do not act as an Agent or Auctioneer or conduct Auctions in respect of any Properties. Realtair Sell is merely offered by us to facilitate the offer for sale and sale of Property, including Auctions, by others as set out above. For the avoidance of doubt, we do not represent Vendors and will not deal or communicate directly with Vendors. We will only deal or communicate with Agents authorised to represent or act on behalf of Vendors. 

3. Bidders and Offerors

To the extent you are a Bidder and/or Offeror, you must not create an Account for Realtair Sell, bid on Properties or submit an offer to purchase any Properties unless you are legally entitled to bid on, purchase and own the Properties listed on the Website. 

4. Agent and Auctioneers

4.1 To the extent you are an Agent or Auctioneer, you also acknowledge and agree to the following. 

(a) We do not at any time, on or via Realtair Sell or otherwise, maintain for or on behalf of the Agent or Auctioneer any record, log or information required to be made or kept by an Agent or Auctioneer under any Relevant Laws (including but not limited to a Bidder’s record). 

(b) You must not use Realtair Sell for the purpose of hosting or maintaining any record required to be made or kept by an Agent or Auctioneer under any Relevant Laws (including but not limited to a Bidder’s record). 

(c) It is your sole responsibility to be aware of, understand and comply with all Auction and Sale Rules when accessing or using any function or part of Realtair Sell in connection with advertising, listing, offering to sell or selling any Property (whether by private treaty or Auction) and to satisfy yourself that your use of Realtair Sell will be compliant with all applicable Auction and Sale Rules. We make no warranty, guarantee or representation, and Agents and Auctioneers do not rely on any warranty, guarantee or representation from us, that use of Realtair Sell will ensure compliance with all applicable Auction and Sale Rules. 

(d) Without limitation and unless expressly required otherwise by the Auction and Sale Rules applicable to a particular Property, Agents and Auctioneers must in respect of each Property, in respect of each Property, you must: 

(i) include your: 

(A) personal name (if an individual); 

(B) business name (if operating under a registered business name); 

(C) company name (if an incorporated entity); 

(D) partnership name (if operating as a member of a partnership); 

(E) business address; 

(F) your contact details; and 

(G) details (including number) of your relevant Auctioneer Licence or Agent Licence, in all listings or advertisements relating to the applicable Property through Realtair Sell; 

(ii) include all other information, details and notifications in all listings or advertisements relating to the Property as may be required by the applicable Auction and Sale Rules; 

(iii) ensure that conditions of sale, conditions of auction, Vendor statements, Bidder guides and all other notices, guides, statements, conditions, documents, rules, codes or information prescribed by the Auction and Sale Rules are displayed, made publicly available, brought to the attention of the public and remain accessible for inspection (including to Followers, registered or prospective Bidders or any person attending or watching an Auction) in advance of and during any Auction in the manner and format (including all details) and as, or as otherwise, required by the applicable Auction and Sale Rules; 

(iv) ensure that all Bidders are properly registered, allocated a number or other identifier and are recorded (including their allocated number or other identifier) in any register of Bidders as and in the form required by the applicable Auction and Sale Rules before permitting or accepting any bid from the Bidders at Auction; 

(v) ensure that they maintain all records as required by the applicable Auction and Sale Rules, in the format and including all information as may be required; and 

(vi) only accept or record bids at Auction from registered Bidders that clearly identify themselves by the number or other identifier allocated to them and recorded in the Bidders register and only after acknowledging the number or identifier or making any other prescribed statements in respect of the bid as and to the extent required by the applicable Auction and Sale Rules. 

5. Auctioneers

5.1 Auctioneers acknowledge that the Auction and Sale Rules may require certain steps, activities, obligations and requirements to be undertaken and met before commencement of an Auction. Auctioneers must not, and warrant that they will not, commence an Auction via Live Auction until all such activities, obligations and requirements are undertaken and met. 

5.2 Auctioneers warrant that: 

(a) they have obtained and will maintain all Auctioneer Licences as required for them to conduct an Auction or act as or otherwise carry on the business or activities of an Auctioneer via use of the Website or Realtair Sell; and 

(b) all activities, actions and conduct undertaken by the Auctioneer through its access and use of Realtair Sell are covered and permitted by the Auctioneer Licences obtained and maintained by the Auctioneer and will not place the Auctioneer in breach of any Auctioneer Licences. 

5.3 Auctioneers must, and warrant that they will, at all times comply with the terms and conditions of all Auctioneer Licences held and maintained by them. 

5.4 Auctioneers must immediately notify us of the expiry of, or if they cease to hold or maintain for any reason, any Auctioneer Licences required for the Auctioneer to conduct an Auction or act as or otherwise carry on the business or activities of an Auctioneer via Realtair Sell. 

5.5 Auctioneers must not permit any person that does not hold or maintain a current Auctioneer Licence to access and use the Auctioneer’s Account for the purposes of acting as or otherwise carry on the business or activities of an Auctioneer in respect of any Property via the Auctioneer’s Account. 

5.6 We may cancel or suspend, at our discretion, an Auctioneer’s Account or the Auctioneer’s access to Realtair Sell in the event of expiry or cessation of any Auctioneer Licences previously held by the Auctioneer. If the Auctioneer’s Account or access is suspended, we will only reactivate the Account or access upon the Auctioneer providing evidence that it holds and maintains all required Auctioneer Licences to the reasonable satisfaction of Realtair Sell. 

6. Agents

6.1 Agents acknowledge that the Auction and Sale Rules may require certain steps, activities, obligations and requirements to be undertaken and met before advertisement or listing of a Property. Agents must not, and warrant that they will not, advertise or list a Property via the Website or Realtair Sell until all such activities, obligations and requirements in respect of the Property are undertaken and met. 

6.2 Agents warrant that: 

(a) they have obtained and will maintain all Agent Licences as required for the Agent to act as or otherwise carry on the business or activities of an Agent via use of the Website or Realtair Sell; 

(b) all activities, actions and conduct undertaken by the Agent through its access and use of the Website and Realtair Sell are covered and permitted by the Agent Licences obtained and maintained by the Agent and will not place the Agent in breach of any Agent Licences; and 

(c) they are duly appointed by and authorised to act on behalf of the Vendors in respect of each Property listed by the Agent on the Website, including to have carriage of the sale of the Property (whether by private treaty or auction) and to use Realtair Sell and Website in connection with the Property. 

6.3 Agents must, and warrant that they will, at all times comply with the terms and conditions of all Agent Licences held and maintained by them. 

6.4 Agents must immediately notify Realtair Sell of the expiry of, or if they cease to hold or maintain for any reason, any Agent Licences required for the Agent to act as or otherwise carry on the business or activities of an Agent via use of the Website or Realtair Sell. 

6.5 Agents must not permit any person that does not hold or maintain a current Agent Licence to access and use the Agent’s Account for the purposes of acting as or otherwise carry on the business or activities of an Agent in respect of any Property via the Agent’s Account. 

6.6 Realtair may cancel or suspend, at its discretion, an Agent’s Account or the Agent’s access to Realtair Sell in the event of expiry or cessation of any Agent Licences previously held by the Agent. If the Agent’s Account or access is suspended, Realtair Sell will only reactivate the Account or access upon the Agent providing evidence that it holds and maintains all required Agent Licences to the reasonable satisfaction of Realtair. 

6.7 Agents must provide to all registered Bidders prior to each Auction a contact number for the Agent or an Agent’s representative who will be available to take calls from Bidders, answer any questions or communicate or enter bids made by the Bidder to the Auctioneer during the Auction (if permitted by applicable Auction and Sale Rules and subject to all prescribed authorisations being enacted as between the Bidder and the Agent or Agent’s representative). 

7. Auctions and Bidders

7.1 The terms of this clause 7 apply to Auctions conducted via Live Auction and Timed Auction unless otherwise specified. 

7.2 Auctions must be conducted by the Auctioneer in accordance with the applicable Auction and Sale Rules. An Auction must not be conducted via Realtair Sell unless it is conducted by an Auctioneer that holds a current Auctioneer Licence as required to conduct the Auction. 

7.3 The Auctioneer will be the sole arbitrator of the Auction process. The Auctioneer may reject or accept any bid submitted by a Bidder for any reason at the Auctioneer’s discretion. Permitted bidding increments are solely determined by the Auctioneer. 

7.4 The Auctioneer may submit Vendor bids if permitted by and in accordance with applicable Auction and Sale Rules. 

7.5 The Auctioneer may pause an Auction of a Property and suspend further bidding on that Property for the duration of the pause if permitted by and in accordance with the Auction and Sale Rules that apply to that Property. 

7.6 The Property will be deemed to be on the market only after the value of legitimate accepted bids have reached or exceeded the Vendor’s reserve price or otherwise at the discretion of the Vendor if there is no reserve price under applicable Auction and Sale Rules. The Vendor may change its reserve price for a Property at any time before or during an Auction. The Property will be passed in and the Auction will be concluded without any sale of the Property if legitimate accepted bids do not reach or exceed the Vendor’s reserve price or minimum price required by the Vendor. 

7.7 Bidders must ensure they are aware of and comply with all Auction and Sale Rules that apply to Auctions attended or accessed by Bidders via Realtair Sell. 

7.8 The date and time for Auctions (whether conducted via Live Auction or Timed Auction) will be specified on the Website. However, Auction dates and times may change and Agents, Auctioneers and Realtair Sell respectively reserve the right to cancel or delay the start time of Auctions. Any cancellations or changes to Auction dates or times will be updated on the Website as soon as practicable. Bidders and Followers should visit the Website and Realtair Sell regularly prior to the advertised date and time of an Auction to verify if there has been any cancellation or change to the date or time of the Auction. Realtair Sell is under no obligation to separately notify Bidders or Followers of any cancellations or changes to Auction dates or times. 

7.9 The date, time and parameters for Auctions conducted via Timed Auction will be determined by the Agent for the Property. For the purposes of an Auction conducted via Timed Auction, the Auction date will be the date the Successful Bid is made. 

7.10 The proposed contract terms, terms of sale or auction terms for a particular Property may change before or during the Auction. The Agent and Auctioneer are responsible for notifying all such changes to Bidders before or during the Auction and for maintaining and updating any relevant information or documentation relating to the Property. 

7.11 Bidders cannot bid at an Auction, and will not be permitted to submit any bids via Realtair Sell, unless they have registered to bid in accordance with the applicable Auction and Sale Rules. Bidders acknowledge that under applicable Auction and Sale Rules in some jurisdictions they may not be permitted to: 

(c) bid at an Auction unless they have registered to bid before commencement of the Auction; and/or 

(d) register to bid after commencement of the Auction. 

It is the Bidder’s sole responsibility to register to bid before commencement of an Auction if it wishes to ensure that it is permitted to bid at the Auction. 

7.12 Bidders may authorise a representative to submit bids on the Bidder’s behalf by signing and submitting in advance of the Auction and via Realtair Sell the relevant authority and documents in accordance with applicable Auction and Sale Rules and otherwise in the formats reasonably required by Realtair Sell, the Agent and the Auctioneer. 

7.13 If a registered Bidder wishes to have the option of making a telephone bid via the Auctioneer, Agent or the Agent’s representative during an Auction and such option is available under applicable Auction and Sale Rules, then the Bidder must sign all documents and take all steps necessary to authorise the Auctioneer, Agent or the Agent’s representative for that purpose before the Auction and authorises the Auctioneer, Agent or the Agent’s representative to bid on the Bidder’s behalf. 

7.14 We may provide additional functionality via Realtair Sell, such as allocating to each Bidder a unique code or reference number, to assist Auctioneers, Agents or Agent representatives to verify the identity of any Bidder that contacts the Agent or Auctioneer by telephone or other means separate from Realtair Sell. We make no representation, warranty or guarantee that such functionality is adequate to ensure that Auctioneers, Agents or Agent representatives comply with obligations to identify Bidders to the extent required under applicable Auction and Sale Rules and Auctioneers and Agents acknowledge that it is their sole responsibility to ensure that they and their representatives verify the identity of all Bidders to the extent required by and in compliance with applicable Auction and Sale Rules. 

7.15 Registration to bid at one Auction does not permit the Bidder to bid at any other Auction. Bidders must separately register to bid at each Auction respectively. 

7.16 Bidders acknowledge that in order to register to bid at an Auction and fully utilise Realtair Sell they will be required to provide (including by uploading via Realtair Sell), and they agree to provide, to us, Agents and Auctioneers certain information and documentation (including Personal Information) as is reasonably required for us, the Agent or the Auctioneer to verify the identity of the Bidder. Such information and documentation may include, without limitation, the Bidder’s full name, email address, residential address, phone number, copy and details of the Bidder’s drivers’ licence or other photo identification reasonably acceptable to us, the Agent or Auctioneer or any other information or documentation as may otherwise be reasonably required to verify the identity of the Bidder in the manner and to the extent required by applicable Auction and Sale Rules. Bidders consent to us, Agents and Auctioneers collecting, storing, disclosing, using, transmitting and reproducing such information and documentation as may be reasonably necessary to register the Bidder to bid at Auctions, register an Account for the Bidder, comply with applicable Auction and Sale Rules and as may otherwise be reasonably necessary to provide all features of Realtair Sell to Bidders. 

7.17 A Bidder’s request to register to bid for an Auction may be refused for any reason by the Auctioneer at their discretion. 

7.18 Bids made for Auctions conducted via Timed Auction can only be withdrawn if permitted by applicable Auction and Sale Rules and only with the approval of the Auctioneer or Agent. 

7.19 Bidders acknowledge that Dummy Bids may be prohibited under applicable Auction and Sale Rules and regardless agree not to submit any Dummy Bids. Bidders may only submit a bid at an Auction if they are acting in good faith and have a genuine intention to purchase the property for the amount of the bid. By placing a bid, the Bidder warrants that if the bid is the Successful Bid then the Bidder is willing and able to, and will pay, the amount of the Successful Bid to the Vendor for the purchase of the Property. 

7.20 We may immediately suspend or terminate a Bidder’s or Follower’s access to an Auction (whether conducted via Live Auction or Timed Auction) if the Bidder or Follower breaches or fails to comply with these Terms of Use or the Auction and Sale Rules (as applicable). 

8. Internet access to Auctions

8.1 You acknowledge that transmissions made by means of the Internet and Internet connectivity generally may be unreliable, interrupted, disrupted or fail for various reasons and that your access to an Auction via Realtair Sell may be interrupted, disrupted or may fail at any time before or during an Auction or that live streaming of any Auction may be interrupted, disrupted, disabled or delayed at any point. As a result, we cannot guarantee and do not represent or warrant that your access to any Auction via Realtair Sell will be reliable, uninterrupted, continuous or error-free or that there will not be any delay in respect of live streaming of Auctions via Realtair Sell. You therefore access and participate in Auctions via Realtair Sell at your own risk and accepts the risk of interruptions, disruptions, connection failures, lags and delays in respect of its access to Auctions via Realtair Sell and the potential risk that you may be prevented from making a bid or purchasing a Property via Realtair Sell as a result of such interruptions, disruptions, connection failures, lags or delays. 

8.2 You should take all reasonable steps available to minimise the risks of and potential consequences arising from interruptions, disruptions, connection failures, lags and delays in access to Auctions via Realtair Sell. In particular, and without limitation, Bidders should: 

(a) ensure that they continue to refresh the Website page during the course of the Auction – noting that delays or lags may be a result of delays in the Website page refreshing on the Bidder’s system or device; 

(b) have alternative options available to submit bids via means other than directly through Realtair Sell to the extent permitted by applicable Auction and Sale Rules, which may include: 

(i) arranging for an authorised representative to be in a position to submit bids (either online or at the Auction location) on the Bidder’s behalf if needed – the Bidder should sign and submit the required authority and documents in advance of the Auction for that purpose; 

(ii) adding and registering an additional bidder via Realtair Sell to allow the additional bidder to make bids via Realtair Sell if required; or 

(iii) arranging to have the option available to make a telephone bid via the Agent or the Agent’s representative during the Auction if needed. 

9. Make an Offer & Timed Sale

9.1 Offerors must provide all information and documentation required by us in order to submit an offer to purchase a Property via Make an Offer or Timed Sale. 

9.2 For Make an Offer listings, an Agent may at any time and without notice to an Offeror remove or re-instate the listing. 

9.3 For Timed Sale listings, an Agent may at any time and without notice to an Offeror remove or re-instate the listing or vary the duration of the listing visible on Realtair Sell by shortening or extending it. 

9.4 The Vendor has absolute discretion as to whether or not to accept an offer to purchase a Property submitted via Make an Offer or Timed Sale. Where multiple offers to purchase a Property are submitted via Make an Offer or Timed Sale, the Vendor may elect to accept any of the offers irrespective of the purchase price offered. An offer to purchase submitted by an Offeror therefore is not guaranteed to be accepted even if it is the highest purchase price offered. 

9.5 The Offeror will be notified by email if its offer to purchase a Property has been accepted. 

9.6 If a Timed Sale or a Make an Offer listing is converted to an Auction, the Agent must ensure that it has the appropriate authority from the Vendor to convert the Timed Sale or the Make an Offer listing and facilitate the Auction according to the relevant Auction and Sale Rules. 

9.7 All offers to purchase a Property submitted via Make an Offer or Timed Sale and all acceptances of such offers by the Vendor are non-binding and remain non-binding until formal exchange of contract for the purchase and sale of the Property. Offerors acknowledge and accept that if the Agent receives additional offers to purchase a Property after the Agent initially notifies acceptance of an offer made by the Offeror but before formal exchange of contract for the purchase and sale of the Property, then the Agent has a duty to put such offers to the Vendor and the Vendor may elect to accept one of those additional offers instead of the offer made by the Offeror. An Offeror may withdraw their offer at any time before formal exchange of contract by notifying the Agent. 

9.8 The listing of a Property in Make an Offer or Timed Sale may at any time be transferred to a Timed Auction or Live Auction listing before formal exchange of contract for the purchase and sale of the Property. In that case, the sale of the Property may proceed by Auction via Timed Auction or Live Auction regardless of any offers to purchase the Property submitted via Make an Offer or Timed Sale. If the listing is transferred to a Timed Auction or Live Auction listing, the Offeror will be required to register as a Bidder before being able to submit bids to purchase the property at Auction. 

9.9 Unless clause 11.7 applies, sales of Property via Make an Offer or Timed Sale are sales by private treaty and are not, or not intended to be, sales by way of Auction. 

9.10 Offerors acknowledge that details of offers submitted via Timed Sale may be published on and publicly available via the Website and Realtair Sell. By submitting an offer via Timed Sale, Offerors consent to details of the offer being published on and made publicly available via the Website and Realtair Sell. 

9.11 By making an offer via Make an Offer or Timed Sale, Offerors warrant that the offer is genuine; that they have a genuine intention to purchase the Property at the offer price; and that they are willing and able to pay the deposit for the purchase of the Property based on the offer price and sign a contract to purchase the Property for the offer price. We may at any time suspend or deactivate an Account if Realtair Sell becomes aware or suspects that you are: 

(a) submitting offers without a genuine intention to purchase the Property at the offer price; 

(b) not willing and able to sign a contract to purchase the Property for the offer price; 

(c) submitting offers with the intention or for the purpose of frustrating or disrupting the sale of the Property; or 

(d) submitting offers to artificially inflate the perceived value of a Property or its ultimate purchase price. 

10. Post-Auction and Post-Offer Procedures

10.1 The terms of this clause 10 apply to: 

(e) the Successful Bidder, the Auctioneer and Agent in connection with an Auction that has closed with a Successful Bid (the Successful Auction); and 

(f) the Offeror and Agent in circumstances where the Offeror has submitted an offer to purchase a property via Make an Offer or Timed Sale and the offer has been accepted by the Vendor and notified to the Offeror via Make an Offer or Timed Sale, subject to formal execution and exchange of contracts (the Accepted Offer). 

10.2 Each of the Successful Bidder, Offeror and Agent are solely responsible for signing and exchanging all contracts, signing all documents and taking all steps necessary to complete the sale of the Property in accordance with applicable Auction and Sale Rules and the terms of the contract for purchase and sale of the Property after the Successful Auction and Accepted Offer (as applicable). 

10.3 The Agent is responsible for issuing the contract for purchase and sale of the Property to the Successful Bidder or Offeror as soon as practicable after closing of the Successful Auction or notification of the Accepted Offer (as applicable) in a format required by and otherwise in accordance with the applicable Auction and Sale Rules. 

10.4 The Successful Bidder or Offeror must sign the contract for sale and purchase of the Property in a manner that complies with the applicable Auction and Sale Rules immediately after receipt of the contract (in the case of a Successful Auction) or otherwise as soon as practicable (in the case of an Accepted Offer). 

10.5 The Successful Bidder or Offeror (as applicable) must pay the deposit for the purchase of the Property as directed by the Vendor or Agent via the payment method and means agreed with the Vendor or Agent. For the avoidance of doubt, Realtair Sell does not facilitate the payment of deposits in connection with the purchase of any Properties. Payment of deposits must be arranged directly between the Successful Bidder or Offeror (as applicable) and the Vendor or Agent. 

10.6 Realtair Sell may provide functionality to assist the Successful Bidder, Offeror and Agent with issuing, signing and exchanging contracts for the purchase and sale of Property and other notifications, communications and documents in connection with the sale of the Property. The Successful Bidder, Offeror and Agent acknowledge and agree that: 

(a) Realtair Sell merely provides a tool to assist with facilitating the issuing, signing and exchanging of contracts for the purchase and sale of Property and other notifications, communications and documents; 

(b) We make no warranty, guarantee or representation, and the Successful Bidder, Offeror and Agent do not rely on any warranty, guarantee or representation from us, that the tools provided through Realtair Sell to assist with facilitating the issuing, signing and exchanging of contracts for the purchase and sale of Property and other notifications, communications and documents or that execution of contracts for the purchase and sale of Property and other documents via use of Realtair Sell will be compliant with, or ensure that the Successful Bidder, Offeror and Agent will comply with, all applicable Auction and Sale Rules; and 

(c) they are each solely responsible for ensuring and satisfying themselves that their use of Realtair Sell to facilitate issuing, signing and exchanging contracts for the purchase and sale of Property and other notifications, communications and documents will be compliant with all applicable Auction and Sale Rules, including in respect of the form of execution of contracts for the purchase and sale of Property. 

10.7 We do not facilitate any further communications, arrangements or dealings between the Successful Bidder, Offeror, Agent or Auctioneer after execution and exchange of the contract for the purchase and sale of the Property. All such further communications, arrangements or dealings must be made directly between the Successful Bidder, Offeror, Agent or Auctioneer without our involvement. 

11. Definitions

In this Schedule, defined terms have the meaning given to them in the General Terms and as follows. 

Agent means an individual, corporation, partnership or agency that accesses or uses Realtair Sell for the purposes of listing Properties and otherwise acting as or carrying on the business or activities of a real estate agent. 

Agent Licence means any licence, certification, consent, authorisation, accreditation, approval or registration which a person is required to obtain and maintain by law, regulation or code (including applicable Auction and Sale Rules) in order to act as or otherwise carry on the business or activities of a real estate agent. 

Auction has the same meaning in respect of a Property as set out in the Auction and Sale Rules that apply to that Property and otherwise means the sale of a Property, other than by private treaty, via a process whereby bids are submitted for the purchase of the Property and any bidder may be the purchaser of the Property, as facilitated or made available via Realtair Sell. 

Auction and Sale Rules means all laws, regulations, conditions, codes and rules which apply to the advertisement for sale, offer to sell, offer to purchase, sale or purchase (whether by private treaty, Auction or otherwise) of a Property (including the conduct of the Auction) based on the location of the Property and in respect of which compliance is mandatory, as updated, modified, amended or replaced from time to time. 

Auctioneer has the same meaning in respect of a Property as set out in the Auction and Sale Rules that apply to that Property and otherwise means the person (who may also be an Agent) that conducts the Auction of the Property. 

Auctioneer Licence means any licence, certification, consent, authorisation, accreditation, approval or registration which a person is required to obtain and maintain by law, regulation or code (including applicable Auction and Sales Rules) in order to conduct an Auction or act as or otherwise carry on the business or activities of an Auctioneer. 

Bidder means a person or entity that registers an Account for the purposes of bidding to purchase a Property at Auction via the use of the Live Auction or Timed Auction features of Realtair Sell, whether or not that person or entity subsequently submits a bid on any Property via the use of the Live Auction or Timed Auction features or any other part of Realtair Sell (and including any additional bidder registered by the primary bidder in respect of a particular Property). For the avoidance of doubt, “Bidder” includes a person or entity that bids to purchase a Property at Auction on behalf of or under the instructions of the Account holder as an authorised representative in accordance with applicable Auction and Sale Rules, as the context requires. 

Buyer’s Agent means a Bidder and/or Offeror’s agent who is duly authorised to make an offer on a Property on behalf of the Bidder and/or Offeror. 

Dummy Bid has the same meaning as given under applicable Auction and Sale Rules and otherwise includes any illegitimate or non-genuine bid to purchase a Property via Auction, including for the purposes of misleading other Bidders as to the level of interest in purchasing a Property or artificially inflating the purchase price of a Property. 

Live Auction means the feature of Realtair Sell which streams live Auctions and permits you to conduct, follow and bid at Auctions (as applicable) in real time, as may be updated or varied from time to time. 

Make an Offer means the feature of Realtair Sell which permits Offerors to submit to Agents offers to purchase Property and which permits Agents to accept such offers, in both cases subject to formal exchange of contracts for the purchase and sale of the Property, prior to or separately from an Auction of the Property, as may be updated or varied from time to time. 

Offeror means a person or entity that registers an Account for the purposes of submitting an offer to purchase a Property via the use of the Make an Offer feature or Timed Sale feature of Realtair Sell, whether or not that person or entity subsequently submits an offer to purchase any Property via the use of the Make an Offer feature or Timed Sale feature or any other part of Realtair Sell. 

Property means real property of any kind listed or advertised on the Website or via Realtair Sell.  

Successful Bid means the legitimate bid above the reserve price accepted by the Vendor as at the close of the Auction. 

Successful Bidder means the Bidder who submitted the Successful Bid or to whom the property is otherwise sold as at the close of the Auction.     

Timed Auction means the feature of Realtair Sell referred to on the Website as “Timed Auction” which provides for the timed Auction of a Property over a specified period of time as notified on the Website and which permits Bidders to submit bids to purchase the Property only during and up until expiry of that specified period of time, as may be updated or varied from time to time. 

Timed Sale means the feature of Realtair Sell which during a limited time determined by the Agent permits Offerors to submit to Agents offers to purchase Property by private treaty; publishes such offers on Realtair Sell so that they are publicly available; and permits Agents or Vendors to accept offers, in all cases subject to formal exchange of contracts for the purchase and sale of the Property, as may be updated or varied from time to time. 

Property means real property of any kind listed or advertised on the Website or via Realtair Sell. 

Vendor means the owner and/or seller of a Property. 

Website means the Realtair Sell website that has a home page currently accessible via URL https://buy.realtair.com (including all related web pages, sub-pages and URLs), any other website that may replace that website from time to time and any other application distribution platform (including mobile applications) through which Realtair Sell is provided or accessed. 

Schedule 4 – Realtair Deposits 

1. Application

This Schedule applies to the extent you have registered/and or subscribed to Realtair Sell and/or Realtair Deposits (as a standalone product) or have been given access to Realtair Deposits by a Third-party Subscriber of Realtair Sell and/or Realtair Deposits (as a standalone product). 

2. Warranties

You warrant that 

(a) you have the right to, or have otherwise obtained all licences, consents, authorisations and approvals and made all disclosures necessary for you to: 

(i) deposit and transfer funds using Realtair Deposits; 

(ii) to direct and authorise Realtair to collect, deposit, transfer and disburse funds via Realtair Deposits; 

(iii) for Realtair to collect, deposit, transfer and disburse funds via Realtair Deposits; and 

(b) the collection, deposit, transfer and disbursal of funds by you via Realtair Deposits or by Realtair in accordance with the directions and information provided by you will not place Realtair in breach of any laws or regulations or violate the rights of any person. 

3. Accuracy

If funds are deposited, transferred or disbursed into an incorrect account or with or to an unintended recipient through Realtair Deposits due to incomplete, incorrect or inaccurate information or Customer Data provided by you, it is your sole responsibility to seek recovery of those funds and Realtair is under no obligation to assist with seeking recovery of those funds. 

4. Payments

You acknowledge that Realtair engages a third-party payment service provider to facilitate the receipt, direct debit, tracking, transfer and disbursal of funds in connection with Realtair Deposits, including to facilitate direct debits and transfer of funds between you, the purchaser, Vendors and/or other Agents, and that Realtair may disclose Customer Data (including Personal Information) to the payment service provider for that purpose. 

Accordingly, you: 

(a) consent to Realtair entering into an agreement with the payment service provider for the purpose of facilitating the receipt, direct debit, tracking, transfer and disbursal of funds in accordance with the requests or directions of the Customer; 

(b) consent to Realtair disclosing to, transferring to and otherwise exchanging with the payment service provider all Customer Data (including Personal Information) as may be required in order to facilitate the receipt, direct debit, tracking, transfer and disbursal of funds in accordance your requests or directions or otherwise as may be required for the payment services provider’s software, systems, applications, products or services to be used with Realtair Deposits; and 

(c) acknowledge and agree that the Customer Data may be subject to and collected, stored and used by the payment service provider in accordance with the payment service provider’s own separate privacy policy and terms of use.