Terms and Conditions effective from 21 March, 2009

Hong Kong Limited No. 1012512 trading as “Square Foot”
Real Estate Internet Service Agreement ("the Agreement")

"We", "Our", "Us", "the Publisher" refers to Square Foot Limited No. 1012512 trading as “Square Foot” and its employees, officers, agents, affiliates or assigned parties.

"Our magazine" refers to either or both of our publications titled squarefoot.com.hk and Inside DB magazine (as applicable to Your subscription)

"Our web site" refers to either or both of squarefoot.com.hk and commercial.squarefoot.com.hk (as applicable to Your subscription or as the context requires)

"You", "Your" or "the Client" or "the Advertiser" refers to you as the user of the Service (the "Service").

"Service" may include any of the following or a combination thereof:

• process that will facilitate Your uploading of property details (including images) to either:
  • the extensive property search engine accessible on Our web site; or
  • another internet site of Your choice that has been approved by Us in writing;
• online banner advertising and banner impressions run On our web site;
  
• advertising in Our magazine;
  
• having Your properties featured on Our web site;
  
• having Your properties featured in Our magazine;
  
• training; and
• phone support.
  

The following are the standard terms and conditions ("Terms and Conditions") that apply to Your use of the Service. Receipt of an Order Form (also known as an Agent - Advertising Insertion Order or Booking Form) signed by You will constitute Your acceptance of the Terms and Conditions. Please read the Terms and Conditions in conjunction with the Order Form, and any other document provided to You at the time of signing the Order Form.

You must:

• only advertise properties that are currently available for purchase or lease within the area(s) or countries permitted by Your subscription;
• be the holder of a current real estate agent's licence in the area(s) or country to which Your use of the Service relates;
• within 72 hours of a sale or leasing contract being entered into for a property, transfer to the archive database or remove that property from Our web site. When periodically requested by Us to update your listings, You must transfer the property to the archive database, withdraw the listing or extend the listing for a further period. We may remove any property from the Service that is not transferred to the archive database, withdrawn or extended when requested;
• ensure that material You generate through use of the Service is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or would otherwise expose Us to any liability, legal proceedings or other sanction;
• ensure that You do not make, arrange or authorise the insertion of any reference to Us or Our web site or magazine in any document (including promotional or merchandising material) or on any web site other than Our web site without Our prior written consent;
• abide by any applicable Code of Practice (including any privacy and advertising codes) issued by Your local internet industry professional association;
• comply with any guidelines and codes issued by Your local and national professional real estate agent association
• in Your use of the Service, comply with all applicable laws, including without limitation,  fair trading, consumer protection and antitrust or competition legislation; and any other applicable advertising standards and regulations;
• ensure that:
  • material submitted through the Service by You refers only to listing details of a particular property;
  • the listing details for a particular property through the Service are only listed by You (including any associated offices in Your real estate group) once; and
  • any reference to material other than listing details for a property must receive Our written approval prior to Your submission
• ensure that no other person, authorised or otherwise, makes use of Your subscription to the Service in breach of these terms and conditions; and
• not make any promotional or merchandising reference to Us or Our web site or magazine without Our express written permission.
  

You acknowledge that:

• You have read and agree to be bound by the terms of all legal notices posted on Our website including our Acceptable Use Policy, Privacy Policy, Disclaimer and Copyright notices;
• You represent and warrant that You are authorised to make available the material generated or submitted to make use of the Service and that you are acting under authority of the proprietors of all properties concerned. For the avoidance of doubt, you acknowledge that compliance with this provision i.e. the granting of authority by a proprietor of a property to multiple real estate offices:
  • does not entitle You to authorize any other person (including, without limitation, associated offices in your real estate group) to make use of the one subscription; and
  • you acknowledge that any such conduct is in breach of these terms and conditions.
• by using the Service, you grant Us an irrevocable, world-wide, royalty free licence to commercialise, copy, license to other persons, use and adapt for any purpose any material You generate or submit to make use of the Service.
• We are not under any obligation to monitor or censor the material generated by users of the Service that appears on our website, however We reserve the right to do so;
• We may remove any property data submitted by You to Our website after 30 days of it being submitted;
• We are not responsible for the Service's content or for any errors or omissions in any property data provided by or on behalf of You;
• systems or technological failure may impede or prevent access to all or any part of the property data;
• You are responsible for and must pay the cost of all telecommunications and internet access charges incurred when using our website, whether or not such access has been arranged by Us;
• You are responsible for the security and integrity of Your data;
• a residential subscription to the Service provides You with the ability to list only residential properties and premises and for web-based Services this means listing only on squarefoot.com.hk;
  
• a commercial only subscription to the Service provides You with the abillity to list only commercial properties and premises and for web-based Services this means listing only on squarefoot.com.hk;
  
• transmission of data over the internet can be subject to errors and delays;
• we will contact You from time to time to make You aware of opportunities, products and services offered by Us and Our business partners. You authorise Us to contact You via email, SMS, MMS and other electronic media for that purpose unless You explicitly request Us not to contact You via these media.

Unless otherwise specified and agreed by Us in Your Order Form, this agreement will continue for a period of 12 months from the date of signature of Your Order Form, or from the date that charges become due, whichever is the latter. 

You agree that once the Contract Term commences, You may not terminate the Agreement for any reason until the expiry of that Term. If You purport to terminate the Agreement, You acknowledge that the remaining fees payable under the Agreement for the remainder of the Contract Term is a debt due to Us and You agree to pay those fees within seven (7) days of Your purported termination of this Agreement. You agree that this is not a penalty, but a reasonable measure of actual damage to Us as a result of your early termination.

We may terminate this Agreement at any time for any reason provided that seven (7) clear days' written notice has been provided to You. Should you continue to use the Service following termination of the Agreement, You shall remain liable for any and all costs incurred by You.

Without limiting Our other rights, We may immediately suspend or temporarily remove details of any property uploaded by You to Our web site or terminate this Agreement if:

• You fail to pay any fees or charges due to us by the due date;
• You breach any part of this Agreement and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;
• any material supplied by you is false or misleading;
• You enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with Your creditors, or appoint a receiver or manager over all or any part of Your assets or become or are deemed to become insolvent; or
• You die, or if You are in a partnership, are dissolved or an application to dissolve is filed, or if You are a company, are wound up or an application for winding up is filed. 

You acknowledge and agree that termination of this Agreement pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Agreement and we reserve our right to enforce such obligations and liabilities in any event.

Once You have submitted the Order Form to Us, You may not defer the publication of advertisements in the Magazine without Our consent, which may be given or withheld at Our complete discretion. 

The current fee for the Service is specified in your Order Form.  All payments must be made by telegraphic transfer (bank transfer) or cheque. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but switching, or addition of special conditions to, packages is at Our sole discretion. We reserve the right to amend the terms and conditions of this Agreement, including package components and fees, at any time. You will be given notice of any changes to Our fees or package components. Our receipt of your monthly service fee payment following such notice will constitute acceptance of amended terms and conditions.

For contracts of three (3) months duration or more You must pay a deposit equal to the fees for three (3) months of the Service upon signing of the Order Form. Payment of the deposit must be received fourteen (14) days prior to the date of the insertion deadline. No advertisements will be published until such deposit is paid in full. If the contract is terminated before the initial three (3) months of the contract due to Our default or by notice from us (other than due to Your default) then the appropriate proportion of the deposit will be refunded to You (being the fees for the unperformed proportion of the initial 3 months).

For the following contracts all fees for the Service must be paid upon the signing of the Order Form and received fourteen (14) days prior to the date of the insertion deadline:

    a. contracts where the Client is not a Hong Kong registered company, and

    b. short term contracts (three (3) months or less);

and no advertisements will be published until such fees are paid in full.

If alternative arrangements have been reached with Us, or the contract term exceeds three (3) months, You will be invoiced no earlier than 7 days before the date of publication as set forth on the Order Form. 

Payment must be made to Square Foot Limited within seven (7) days from the date of invoice. Any query in respect of an invoice must be brought to Our attention within 5 days of its issue.

In the event that the Advertiser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Publisher, the Publisher shall be entitled to:

• levy a fee of HK$150.00 for late payment;
• cancel the Contract and suspend any further Advertisements of the Advertiser;
• demand the immediate payment for all Advertisements placed under the Order Form or any other contract between the Publisher and the Advertiser which shall become immediately due and payable not withstanding the fact that the time for payment has not fallen due;
• where payment has not been made within one month of the due date charge an Administration fee of 7.5% of the invoice due or HK$500.00 whichever is the greater;
• charge the Advertiser interest (both before and after any judgment) on the amount unpaid at the rate of 5% per month (on a compounded basis) until payment in full is made (a part of the month being treated as a full month for the purpose of calculating interest);
• charge the Advertiser all legal costs and disbursements incurred in pursuing non payment together with any bank charges and administration costs.

You will pay all taxes, duties and other government charges payable in connection with this Agreement whether applying as at the date of this Agreement or in the future, but excluding taxes, duties and government charges based on Our income.

To the extent allowable by law, we:

• exclude all conditions and warranties implied into the Agreement;
• exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
• limit Our liability for breach of any condition or warranty that We cannot exclude to the greater of (at Our option):
  • resupplying the Service; or
  • paying the cost of having the Service resupplied; and
• limit our liability in respect of any other claim in connection with the Agreement whether the claim is based in contract, tort (including negligence) or statute to the amount paid to Us by You under this Agreement. 

We will not be liable under this Agreement to the extent that liability is caused by:

• any breach of Your obligations under this agreement; or
• any delay in performance or breach of the Agreement which arises as a result of any matter beyond Our control including but not limited to viruses, other defects or failure of the server hosting our web site.
  

You indemnify Us and Our officers, employees and agents ("those indemnified") against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

• We may change these Terms and Conditions at any time on 30 days prior written notice. You acknowledge that Our publishing the amended version of the Terms and Conditions at this link on our website constitutes written notice to You of such changes.
• No delay or failure by Us to enforce any provision of the Contract will be deemed a waiver or create a precedent or will prejudice Our rights.
• A notice must be sent by e-mail, prepaid post or facsimile to Your or Our last known address.
• You must not assign the Agreement without Our written consent.
  
• We may assign or transfer our rights and obligations under the Agreement at any time and without consent.
• The Agreement will not be affected by a change of control or ownership to a party, in such a circumstance the Agreement will continue to operate in full force and effect.
  
• The Agreement (together with any documents referred to in the Agreement or provided by Us at the same time as the Agreement) comprises the entire agreement. It supersedes all prior understandings, agreements or representations.
• The laws of Hong Kong Special Administrative Region govern the Agreement.
• You submit to the non-exclusive jurisdiction of the Courts of Hong Kong Special Administrative Region.
• If any term of the Agreement is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.
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