Terms & Conditions

Australia

For Consumer Terms and Conditions, please click here: Terms and Conditions

For Agent Terms and Conditions, please click here: Terms and Conditions

 

New Zealand

For Agent Terms and Conditions, please click here: Terms and Conditions

For Consumer Terms and Conditions, please click here: Terms and Conditions

 

UK

For Terms and Conditions, please click here: Terms and Conditions

 

GAVL – Consumer Terms & Conditions (Australia)

GAVL, an online platform which allows you to view and bid on, in real-time, real estate auctions, is operated by GAVL AUST Pty Ltd (ACN 611 741 854) (GAVL, we, us, our). The following terms and conditions (Terms) govern your use of the GAVL online platform, the website www.gavl.com and any of our mobile device applications or other remote services providing access to the GAVL online platform (together, GAVL Platform).

Please read the Terms carefully as they apply to your use of the GAVL Platform. By registering and using the GAVL Platform, you agree to be bound by the Terms. We may amend the Terms at any time. Your continued use of the GAVL Platform is deemed to be acceptance of the amended Terms. If you do not agree to the amended Terms, you must cease using the GAVL Platform.

Use of the GAVL Platform

1. In order to access some of the functionality of the GAVL Platform (including the ability to view auctions), you will first be required to register and provide personal information about yourself (including your name, phone number and email address). You warrant that any information you provide to us as part of registering for access to the GAVL Platform will be accurate and complete. Initial registration to use the GAVL Platform does not entitle you to submit remote bids on a property via the GAVL Platform.  In order to do this, you must successfully complete the identity verification and approvals process described in clauses 28 to 38
2. You are responsible for the security of your user name and password for the GAVL Platform. You must notify us immediately on becoming aware of any unauthorised use of your user name or password or of any other security breach in connection with the GAVL Platform.
3. You should not provide your user name or password to any other person. We may assume that anyone using your user name and password is authorised by you to do so and you are responsible for any transactions completed using your user name and password.
4. You must not use the GAVL Platform:
   1. so as to breach any law or regulation, infringe a third party’s rights (including trade mark, copyright or other intellectual property rights), or breach any standard, content requirements or codes issued or promoted by any relevant authority;
   2. in connection with any information or material that may be, or that may encourage conduct that may be, unlawful, threatening, abusive, defamatory, inappropriate, indecent, misleading or untrue;
   3. in any manner that is unlawful;
   4. to send unsolicited data to third parties; and
   5. in a manner that is fraudulent or interferes with or disrupts the proper working of the GAVL Platform.
5. You must not:
   1. permit another person to use the GAVL Platform on your behalf;
   2. alter, tamper with, reverse engineer, decompile or disassemble the GAVL Platform;
   3. copy, adapt, modify, reproduce, store, distribute, print, display, broadcast, publish, communicate or make available to the public, or create derivative works of, the whole or any part of the GAVL Platform, except as otherwise expressly permitted by the Terms or as otherwise expressly permitted by us in writing, or to the extent permitted by law;
   4. use any robot, spider, scraper, data mining process or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the structure, security or layout of the GAVL Platform;
   5. directly or indirectly, introduce or permit the introduction of, any virus, worm Trojan horse, time bomb of other harmful code in or on the GAVL Platform, or in any manner whatsoever corrupt, degrade or disrupt the GAVL Platform; or
   6. link to the GAVL Platform from any other website without our prior written consent.
6. If you access the GAVL Platform via a mobile device application, you will have the option to receive “push notifications” from us on your mobile device. The push notifications that we will send may include alerts that:
   1. an auction you are interested in is about to commence; and
   2. you have not successfully completed the identity verification process or been approved by an agency as a remote bidder.

We recommend that you enable your device to receive push notifications from us and we are not responsible if you fail to do so.

Intellectual property

7. Unless expressly stated otherwise, we own or are licensed to use all intellectual property rights (including, without limitation, copyright and trade marks) subsisting in the GAVL Platform and in any materials on the GAVL Platform.
8. Subject to the Terms, we grant to you a non-exclusive, revocable and non-transferable limited licence to view, download and use information directly accessible through the GAVL Platform for your own personal and non-commercial use and not for any other purpose, provided that you do not modify the content or data in any way (including any copyright notice).
9. Nothing in the Terms transfers ownership of any intellectual property rights to you and we reserve all rights in respect of the GAVL Platform not expressly granted by the Terms.

Third Party Content

10. The GAVL Platform may contain or aggregate materials from third parties, including public comments, advertisements, data, content, information and links to other websites (Third Party Content).
11. We do not have control over, and are not responsible for, any Third Party Content (including its accuracy, reliability, currency or completeness). Unless expressly stated otherwise, we do not sponsor, recommend or endorse any Third Party Content.

Disclaimers

12. You acknowledge and agree that:
    1. the GAVL Platform only facilitates the communication of data or content between users (whether real estate agents or members of the public), provides information relating to upcoming or live real estate auctions and streams live real estate auctions made available via the GAVL Platform;
    2. for some auctions, the GAVL Platform provides approved prospective buyers with the functionality to communicate bids to the onsite auction team and, where applicable, complete the purchase of a property;
    3. we are not responsible for the conduct or outcome of any real estate auction, including whether or not your bid is accepted, or for the cancellation of any auction or the compliance (or otherwise) of the real estate agent, real estate agency or auctioneer with applicable laws; and
    4. we are not a representative of, do not have any authority to act on behalf of, and are not responsible for any acts or omissions of, any party involved in a real estate transaction, including any buyer, seller or real estate agent.
13. You acknowledge and agree that, subject to any Non-excludable Conditions:
    1. you are responsible for all of your activity in connection with accessing and using the GAVL Platform and the use of the GAVL Platform is at your own risk;
    2. the GAVL Platform is made available for general information purposes only and is provided to you on an “as-is” and “as available” basis;
    3. we do not warrant, represent or guarantee that any data, information or content (including any Third Party Content) on the GAVL Platform is accurate, reliable, current or complete, nor do we accept any responsibility arising in any way from any errors or omissions. You should verify the accuracy of any data, information or content (including any Third Party Content) on the GAVL Platform before relying on it; and
    4. we do not warrant, represent or guarantee that your access to the GAVL Platform will be continuous or free of any fault, virus, worm, Trojan horse, time bomb of other harmful code. We may at any time and at our sole discretion and for any reason, change or discontinue any feature on the GAVL Platform or remove or restrict your access to the GAVL Platform.

Liability and indemnity

14. To the maximum extent permitted by law, all express or implied guarantees, warranties, representations and other terms and conditions of any kind in relation to the GAVL Platform not contained in the Terms are expressly excluded.
15. If any guarantee, warranty, term or condition is implied or imposed in relation to the Terms under the Australian Consumer Law or any other applicable legislation (a Non-excludable Condition), then our liability for breach of the Non-excludable Condition is limited, at our option, to the resupply of the services or the cost of having the services supplied again.
16. Except for liability in relation to a breach of a Non-excludable Condition, we exclude all liability to you, whether arising in contract, tort (including negligence) or otherwise, for any loss or damage (including any consequential loss or indirect loss, loss of data, loss of profit, loss of reputation, loss of opportunity or loss of business) arising in relation to the use of or reliance on any part of the GAVL Platform or any data, content or information contained on or available via the GAVL Platform (including any Third Party Content, any recommendations or results generated by the GAVL Platform, the inability to use any part of the GAVL Platform or the features on the GAVL Platform or technical malfunction, error, virus, delay or interference on the GAVL Platform), even if we knew the loss or damage was possible or otherwise foreseeable.
17. You agree to fully indemnify and hold us (including our officers, agents, partners, contractors and employees) harmless against any expenses, costs, loss (including consequential loss) or damage that we may suffer or incur as a result of or in connection with your use of, access to or conduct in connection with the GAVL Platform, including any breach by you of the Terms.

Privacy

18. We may collect personal information about you through the GAVL Platform. Your personal information will be collected, held, used and disclosed by us in accordance with our Privacy Policy which is available at www.gavl.com/privacy-policy/.

General

19. If any provision of the Terms is held to be invalid, unenforceable or illegal for any reason, then that provision will be severed and the remainder of the Terms will remain in full force and effect.
20. The Terms will be governed by and are to be construed in accordance with the laws in force in the State of Victoria, Australia. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of that state.

Apple App Store provisions

21. This section applies where the GAVL Platform has been acquired from the Apple App Store. You acknowledge and agree that the agreement for use of the GAVL Platform is solely between you and GAVL, not Apple, Inc. (Apple) and that Apple has no responsibility for the GAVL Platform or content thereof. Your use of the GAVL Platform must comply with the App Store Terms of Service.
22. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the GAVL Platform. In the event of any failure of the GAVL Platform to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the GAVL Platform to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the GAVL Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to GAVL as provider of the GAVL Platform.
23. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the GAVL Platform or your possession and/or use of the GAVL Platform, including, but not limited to: (i) product liability claims; (ii) any claim that the GAVL Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to GAVL as provider of the GAVL Platform.
24. You acknowledge that, in the event of any third-party claim that the GAVL Platform or your possession and use of that GAVL Platform infringes that third party’s intellectual property rights, GAVL, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
25. You represent and warrant that:
    1. you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a ‘terrorist supporting’ country; and
    2. you are not listed on any U.S. Government list of prohibited or restricted parties.
26. You and GAVL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as relates to your licence of the GAVL Platform, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as relates to your licence of the GAVL Platform against you as a third-party beneficiary thereof.

Submitting bids using the GAVL Platform

27. The remainder of the Terms apply if you wish to register to remotely bid on a property using the GAVL Platform.

Identity verification and approval process

28. If you wish to register to remotely bid on a property within Australia using the GAVL Platform, you must complete our identity verification process and, then, be approved to do so by the real estate agency responsible for that auction.
29. If it is the first time that you have applied to bid on a property within Australia using the GAVL Platform, you will be required to provide personal information about yourself (including financial information) so that your identity can be verified. We will use a third party, Vix Verify Pty Ltd or Vix Verify, to verify your identity.
30. If your identity is verified, your information (including personal information) will be provided to the real estate agency responsible for the auction for approval. In each case, it is the relevant real estate agency, and not GAVL, who is responsible for approving you to bid remotely on a particular auction.  Each real estate agency is an independent third party who will grant this approval in its absolute discretion, and we are not responsible for the acts or omissions of any real estate agent or agency, including a decision to allow you to bid on a property.
31. If you are approved by the real estate agency, you may also be required to complete the agency’s registration process prior to the start of the auction.
32. If your identity cannot be verified or you are not approved by a real estate agency to bid on a particular auction, we will notify you using a push notification.
33. You will also receive a push notification if a real estate agency does not respond to a request to approve you. If this happens, we recommend that you contact the real estate agency outside of the GAVL Platform.
34. If you wish to place a bid on a property located outside of Australia, you must complete the identity verification process and any another applicable approvals process in the relevant country.
35. You warrant that any information you provide to us as part of the identity verification process will be accurate and complete.
36. You will not register to bid on a property if you are under 18, are not able to form a legally binding contract or do not hold the required Australian identity documentation.
37. Any information you provide to us in connection with the identity verification process will be kept confidential and will only be disclosed to the extent required in order to complete the identity verification process (including as set out in clause 38 below) or where we are otherwise required or authorised by law, the order of any court, tribunal, authority or regulatory body, stock exchange rules or professional standards to do so. However, you acknowledge that the internet is not 100% secure and we cannot guarantee the security of any confidential information which you transmit to us online.
38. Any personal information which you provide as part of the identity verification process will be disclosed to Vix Verify and may be transferred outside of Australia. Please see Vix Verify’s privacy policy, located at https://www.vixverify.com/news-resources-2/privacy_policy/.   Your personal information will also be disclosed to real estate agents each time you wish to bid on a property, as described above.

Conduct of auction

39. If you are approved by the relevant real estate agency to remotely bid on a property you will be able to access, via the GAVL Platform, the contract for sale for the property and any other material or information which is required to be provided by law regarding the sale of the property or the conduct of the auction prior to the auction. You will not be entitled to negotiate the terms of or make any changes to the contract for sale through the GAVL Platform if you are the successful bidder.  You are advised to seek independent legal advice regarding the contract for sale prior to the start of the auction.
40. During an auction, you may use the GAVL Platform to communicate bids to the onsite auction team. You acknowledge that the GAVL Platform provides a means of communication via which your bids will be shared with the auctioneer.  It is the auctioneer’s decision as to whether your bid is accepted or not, not ours.
41. The GAVL Platform does not constitute an agency service for real estate buyers and you are responsible for determining whether or not to submit a bid, and the value of each bid you submit.
42. You warrant that:
    1. you will comply with all applicable laws regarding the conduct of the auction and any bids you submit; and
    2. without limiting the above, you will only submit a bid on a property if you intend to buy that property at that price.
43. Each auction ends when the auctioneer brings the auction to a close. If you are not successful during an auction, you acknowledge that:
    1. no binding contract exists between you and any other person in respect of the property; and
    2. once the auction ends you will have no further access to or information regarding that auction via the GAVL Platform and will have no further opportunity to bid on the property via the GAVL Platform.

Execution of contract and completion of purchase

44. If you are successful at an auction, you will receive a link to a third party platform via which you must immediately execute the contract for sale electronically. You acknowledge that your offer is not accepted until the seller of the property executes the contract for sale.
45. Once the contract for sale is executed by both parties, you acknowledge that a binding contract exists for the purchase of the property.  You must complete the purchase of the property unless you are entitled by law to withdraw from the purchase.
46. You acknowledge and agree that the contract for sale is between you and the seller of the property, and that GAVL is not a party to the transaction. We are not responsible or liable for any loss or damage you may suffer or incur in connection with any transaction you complete using the GAVL Platform or for any acts, omissions, errors or defaults of any seller or other third party in connection with that transaction.

Payment of deposit

47. Once you have executed the contract for sale, you will be prompted to pay a deposit for the property to the seller or the seller’s agent using the GAVL Platform, in the amount stipulated in the contract for sale. The GAVL Platform facilitates the payment of deposits by remitting the payment to the seller or the seller’s agent on your instructions.
48. Deposit payments may be processed by a third party payment provider, POLi Payments Pty Ltd (POLI Payments) on our behalf. If so, POLi Payments terms and conditions, available at https://www.polipayments.com/Terms, will apply to that transaction.  We are not responsible for the acts or omissions of POLi Payments and we cannot guarantee that the services provided by POLi Payments will be uninterrupted or error-free.

GAVL – Consumer Terms & Conditions (New Zealand)

GAVL, an online platform which allows you to view and bid on, in real-time, real estate auctions, is operated by GAVL AUST Pty Ltd (ACN 611 741 854) (GAVL, we, us, our). The following terms and conditions (Terms) govern your use of the GAVL online platform, the website www.gavl.com and any of our mobile device applications or other remote services providing access to the GAVL online platform (together, GAVL Platform).

Please read the Terms carefully as they apply to your use of the GAVL Platform. By registering and using the GAVL Platform, you agree to be bound by the Terms. We may amend the Terms at any time. Your continued use of the GAVL Platform is deemed to be acceptance of the amended Terms. If you do not agree to the amended Terms, you must cease using the GAVL Platform.

Use of the GAVL Platform

1. In order to access some of the functionality of the GAVL Platform (including the ability to view auctions), you will first be required to register and provide personal information about yourself (including your name, phone number and email address). You warrant that any information you provide to us as part of registering for access to the GAVL Platform will be accurate and complete. Initial registration to use the GAVL Platform does not entitle you to submit remote bids on a property via the GAVL Platform.  In order to do this, you must successfully complete the identity verification and approvals process described in clauses 28 to 38
2. You are responsible for the security of your user name and password for the GAVL Platform. You must notify us immediately on becoming aware of any unauthorised use of your user name or password or of any other security breach in connection with the GAVL Platform.
3. You should not provide your user name or password to any other person. We may assume that anyone using your user name and password is authorised by you to do so and you are responsible for any transactions completed using your user name and password.
4. You must not use the GAVL Platform:
   1. so as to breach any law or regulation, infringe a third party’s rights (including trade mark, copyright or other intellectual property rights), or breach any standard, content requirements or codes issued or promoted by any relevant authority;
   2. in connection with any information or material that may be, or that may encourage conduct that may be, unlawful, threatening, abusive, defamatory, inappropriate, indecent, misleading or untrue;
   3. in any manner that is unlawful;
   4. to send unsolicited data to third parties; and
   5. in a manner that is fraudulent or interferes with or disrupts the proper working of the GAVL Platform.
5. You must not:
   1. permit another person to use the GAVL Platform on your behalf;
   2. alter, tamper with, reverse engineer, decompile or disassemble the GAVL Platform;
   3. copy, adapt, modify, reproduce, store, distribute, print, display, broadcast, publish, communicate or make available to the public, or create derivative works of, the whole or any part of the GAVL Platform, except as otherwise expressly permitted by the Terms or as otherwise expressly permitted by us in writing, or to the extent permitted by law;
   4. use any robot, spider, scraper, data mining process or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the structure, security or layout of the GAVL Platform;
   5. directly or indirectly, introduce or permit the introduction of, any virus, worm Trojan horse, time bomb of other harmful code in or on the GAVL Platform, or in any manner whatsoever corrupt, degrade or disrupt the GAVL Platform; or
   6. link to the GAVL Platform from any other website without our prior written consent.
6. If you access the GAVL Platform via a mobile device application, you will have the option to receive “push notifications” from us on your mobile device. The push notifications that we will send may include alerts that:
   1. an auction you are interested in is about to commence; and
   2. you have not successfully completed the identity verification process or been approved by an agency as a remote bidder.

We recommend that you enable your device to receive push notifications from us and we are not responsible if you fail to do so.

Intellectual property

7. Unless expressly stated otherwise, we own or are licensed to use all intellectual property rights (including, without limitation, copyright and trade marks) subsisting in the GAVL Platform and in any materials on the GAVL Platform.
8. Subject to the Terms, we grant to you a non-exclusive, revocable and non-transferable limited licence to view, download and use information directly accessible through the GAVL Platform for your own personal and non-commercial use and not for any other purpose, provided that you do not modify the content or data in any way (including any copyright notice).
9. Nothing in the Terms transfers ownership of any intellectual property rights to you and we reserve all rights in respect of the GAVL Platform not expressly granted by the Terms.

Third Party Content

10. The GAVL Platform may contain or aggregate materials from third parties, including public comments, advertisements, data, content, information and links to other websites (Third Party Content).
11. We do not have control over, and are not responsible for, any Third Party Content (including its accuracy, reliability, currency or completeness). Unless expressly stated otherwise, we do not sponsor, recommend or endorse any Third Party Content.

Disclaimers

12. You acknowledge and agree that:
    1. the GAVL Platform only facilitates the communication of data or content between users (whether real estate agents or members of the public), provides information relating to upcoming or live real estate auctions and streams live real estate auctions made available via the GAVL Platform;
    2. for some auctions, the GAVL Platform provides approved prospective buyers with the functionality to communicate bids to the onsite auction team;
    3. we are not responsible for the conduct or outcome of any real estate auction, including whether or not your bid is accepted, or for the cancellation of any auction or the compliance (or otherwise) of the real estate agent, real estate agency or auctioneer with applicable laws; and
    4. we are not a representative of, do not have any authority to act on behalf of, and are not responsible for any acts or omissions of, any party involved in a real estate transaction, including any buyer, seller or real estate agent.
13. You acknowledge and agree that, subject to any Non-excludable Guarantees:
    1. you are responsible for all of your activity in connection with accessing and using the GAVL Platform and the use of the GAVL Platform is at your own risk;
    2. the GAVL Platform is made available for general information purposes only and is provided to you on an “as-is” and “as available” basis;
    3. we do not warrant, represent or guarantee that any data, information or content (including any Third Party Content) on the GAVL Platform is accurate, reliable, current or complete, nor do we accept any responsibility arising in any way from any errors or omissions. You should verify the accuracy of any data, information or content (including any Third Party Content) on the GAVL Platform before relying on it; and
    4. we do not warrant, represent or guarantee that your access to the GAVL Platform will be continuous or free of any fault, virus, worm, Trojan horse, time bomb of other harmful code. We may at any time and at our sole discretion and for any reason, change or discontinue any feature on the GAVL Platform or remove or restrict your access to the GAVL Platform.

Liability and indemnity

14. To the maximum extent permitted by law, all express or implied guarantees, warranties, representations and other terms and conditions of any kind in relation to the GAVL Platform not contained in the Terms are expressly excluded.
15. If any guarantee, warranty, term or condition is implied or imposed in relation to the Terms under the Consumer Guarantees Act 1993 or any other applicable legislation (a Non-excludable Guarantee), then, to the extent permitted by law, our liability for breach of the Non-excludable Guarantee is limited to remedying the failure within a reasonable time.
16. Except for liability in relation to a breach of a Non-excludable Guarantee, we exclude all liability to you, whether arising in contract, tort (including negligence) or otherwise, for any loss or damage (including any consequential loss or indirect loss, loss of data, loss of profit, loss of reputation, loss of opportunity or loss of business) arising in relation to the use of or reliance on any part of the GAVL Platform or any data, content or information contained on or available via the GAVL Platform (including any Third Party Content, any recommendations or results generated by the GAVL Platform, the inability to use any part of the GAVL Platform or the features on the GAVL Platform or technical malfunction, error, virus, delay or interference on the GAVL Platform), even if we knew the loss or damage was possible or otherwise foreseeable.
17. You agree to fully indemnify and hold us (including our officers, agents, partners, contractors and employees) harmless against any expenses, costs, loss (including consequential loss) or damage that we may suffer or incur as a result of or in connection with your use of, access to or conduct in connection with the GAVL Platform, including any breach by you of the Terms.

Privacy

18. We may collect personal information about you through the GAVL Platform. Your personal information will be collected, held, used and disclosed by us in accordance with our Privacy Policy which is available at www.gavl.com/privacy-policy/.

General

19. If any provision of the Terms is held to be invalid, unenforceable or illegal for any reason, then that provision will be severed and the remainder of the Terms will remain in full force and effect.
20. The Terms will be governed by and are to be construed in accordance with the laws in force in New Zealand. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New Zealand.

Apple App Store provisions

21. This section applies where the GAVL Platform has been acquired from the Apple App Store. You acknowledge and agree that the agreement for use of the GAVL Platform is solely between you and GAVL, not Apple, Inc. (Apple) and that Apple has no responsibility for the GAVL Platform or content thereof. Your use of the GAVL Platform must comply with the App Store Terms of Service.
22. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the GAVL Platform. In the event of any failure of the GAVL Platform to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the GAVL Platform to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the GAVL Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms and any law applicable to GAVL as provider of the GAVL Platform.
23. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the GAVL Platform or your possession and/or use of the GAVL Platform, including, but not limited to: (i) product liability claims; (ii) any claim that the GAVL Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms and any law applicable to GAVL as provider of the GAVL Platform.
24. You acknowledge that, in the event of any third-party claim that the GAVL Platform or your possession and use of that GAVL Platform infringes that third party’s intellectual property rights, GAVL, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
25. You represent and warrant that:
    1. you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a ‘terrorist supporting’ country; and
    2. you are not listed on any U.S. Government list of prohibited or restricted parties.
26. You and GAVL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as relates to your licence of the GAVL Platform, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as relates to your licence of the GAVL Platform against you as a third-party beneficiary thereof.

Submitting bids using the GAVL Platform

27. The remainder of the Terms apply if you wish to register to remotely bid on a property using the GAVL Platform.

Identity verification and approval process

28. If you wish to register to remotely bid on a property within New Zealand using the GAVL Platform, you must complete our identity verification process and, then, be approved to do so by the real estate agency responsible for that auction.
29. If it is the first time that you have applied to bid on a property within New Zealand using the GAVL Platform, you will be required to provide personal information about yourself (including financial information) so that your identity can be verified. We will use a third party, Vix Verify Pty Ltd or Vix Verify, to verify your identity.
30. If your identity is verified, your information (including personal information) will be provided to the real estate agency responsible for the auction for approval. In each case, it is the relevant real estate agency, and not GAVL, who is responsible for approving you to bid remotely on a particular auction.  Each real estate agency is an independent third party who will grant this approval in its absolute discretion, and we are not responsible for the acts or omissions of any real estate agent or agency, including a decision to allow you to bid on a property.
31. If you are approved by the real estate agency, you may also be required to complete the agency’s registration process prior to the start of the auction.
32. If your identity cannot be verified or you are not approved by a real estate agency to bid on a particular auction, we will notify you using a push notification.
33. You will also receive a push notification if a real estate agency does not respond to a request to approve you. If this happens, we recommend that you contact the real estate agency outside of the GAVL Platform.
34. If you wish to place a bid on a property located outside of New Zealand, you must complete the identity verification process and any another applicable approvals process in the relevant country.
35. You warrant that any information you provide to us as part of the identity verification process will be accurate and complete.
36. You will not register to bid on a property if you are under 18, are not able to form a legally binding contract or do not hold the required New Zealand identity documentation.
37. Any information you provide to us in connection with the identity verification process will be kept confidential and will only be disclosed to the extent required in order to complete the identity verification process (including as set out in clause 38 below) or where we are otherwise required or authorised by law, the order of any court, tribunal, authority or regulatory body, stock exchange rules or professional standards to do so. However, you acknowledge that the internet is not 100% secure and we cannot guarantee the security of any confidential information which you transmit to us online.
38. Any personal information which you provide as part of the identity verification process will be disclosed to Vix Verify and may be transferred outside of New Zealand. Please see Vix Verify’s privacy policy, located at https://www.vixverify.com/news-resources-2/privacy_policy/.   Your personal information will also be disclosed to real estate agents each time you wish to bid on a property, as described above.

Conduct of auction

39. If you are approved by the relevant real estate agency to remotely bid on a property you will be able to access, via the GAVL Platform, the contract for sale for the property and any other material or information which is required to be provided by law regarding the sale of the property or the conduct of the auction prior to the auction. You will not be entitled to negotiate the terms of or make any changes to the contract for sale through the GAVL Platform if you are the successful bidder.  You are advised to seek independent legal advice regarding the contract for sale prior to the start of the auction.
40. During an auction, you may use the GAVL Platform to communicate bids to the onsite auction team. You acknowledge that the GAVL Platform provides a means of communication via which your bids will be shared with the auctioneer.  It is the auctioneer’s decision as to whether your bid is accepted or not, not ours.
41. The GAVL Platform does not constitute an agency service for real estate buyers and you are responsible for determining whether or not to submit a bid, and the value of each bid you submit.
42. You warrant that:
    1. you will comply with all applicable laws regarding the conduct of the auction and any bids you submit; and
    2. without limiting the above, you will only submit a bid on a property if you intend to buy that property at that price.
43. Each auction ends when the auctioneer brings the auction to a close. If you are not successful during an auction, you acknowledge that:
    1. no binding contract exists between you and any other person in respect of the property; and
    2. once the auction ends you will have no further access to or information regarding that auction via the GAVL Platform and will have no further opportunity to bid on the property via the GAVL Platform.

Execution of contract and completion of purchase

44. If you are successful at an auction, you will receive a link to a third party platform via which you must immediately execute the contract for sale electronically. You acknowledge that your offer is not accepted until the seller of the property executes the contract for sale.
45. Once the contract for sale is executed by both parties, you acknowledge that a binding contract exists for the purchase of the property.  You must complete the purchase of the property unless you are entitled by law to withdraw from the purchase.
46. You acknowledge and agree that the contract for sale is between you and the seller of the property, and that GAVL is not a party to the transaction. We are not responsible or liable for any loss or damage you may suffer or incur in connection with any transaction you complete using the GAVL Platform or for any acts, omissions, errors or defaults of any seller or other third party in connection with that transaction.

Payment of deposit

47. Once you have executed the contract for sale, you will be prompted to pay a deposit for the property to the seller or the seller’s agent using the GAVL Platform, in the amount stipulated in the contract for sale. The GAVL Platform facilitates the payment of deposits by remitting the payment to the seller or the seller’s agent on your instructions.
48. Deposit payments may be processed by a third party payment provider, POLi Payments Pty Ltd (POLI Payments) on our behalf. If so, POLi Payments terms and conditions, available at https://www.polipayments.com/Terms, will apply to that transaction.  We are not responsible for the acts or omissions of POLi Payments and we cannot guarantee that the services provided by POLi Payments will be uninterrupted or error-free.

GAVL – Agent Terms & Conditions (Australia)

GAVL is an online platform which provides a range of services to real estate agents to facilitate the sale and purchase of properties at auction, including providing the ability to list and broadcast auctions in real time to potential bidders.

The following terms and conditions (Terms) and the executed application for the supply of services (Application Form) form an agreement (Agreement) which governs the use of the GAVL online platform, the website www.gavl.com and any of our mobile device applications or other remote services providing access to the GAVL online platform (together, GAVL Platform) and any services provided to you in connection with the GAVL Platform (Services).

Scope of Agreement

1. The Agreement is a legally binding contract between:
2. GAVL AUST Pty Ltd (ACN 611 741 854) (GAVL, we, us, our); and
3. the legal entity identified in the Application Form, the officer in effective control of that entity and each of its employees, officers, contractors and agents (the Agency or you).
4. The individual who signs the Application Form on behalf of the Agency warrants that:
   1. he or she has the authority to bind the Agency; and
   2. the Agency is bound by the Agreement in accordance with such authority.
5. By using the GAVL Platform, the Agency warrants that it:
   1. is a legal entity which has the capacity to enter into a binding contract;
   2. is not insolvent within the meaning of section 95A of the Corporations Act 2001 (Cth);
   3. is licensed to operate as a real estate agent in the relevant Australian State or Territory;
   4. is authorised (whether by contract or otherwise) to sell each property which it lists or otherwise advertises on or via the GAVL Platform; and
   5. has an Australian Business Number.
6. The Agreement begins on the date that you execute the Application Form and continues until it is terminated in accordance with these Terms (Access Period). Depending on which option you have selected in the Application Form, some or all of the auctions which the Agency holds will be broadcast on the GAVL Platform during the Access Period.

Use of the GAVL Platform

5. Following execution of the Application Form, individuals within the Agency will be invited to register as users of the GAVL Platform. Each individual within the Agency who receives a user name and password for the GAVL Platform:
   1. is bound by the Agreement, and the Agency is responsible for any breach of the Agreement by such individual; and
   2. is responsible for the security of that user name and password. You must notify us immediately on becoming aware of any unauthorised use of a user name or password or of any other security breach in connection with the GAVL Platform.
6. Individual user names and passwords should not be shared by the named user with any other person. We may assume that anyone using a user name and password allocated to the Agency is authorised by the Agency to do so and the Agency is responsible for any transactions completed using such user name and password.
7. You must not use the GAVL Platform:
   1. so as to breach any law or regulation, infringe a third party’s rights (including trade mark, copyright or other intellectual property rights), or breach any standard, content requirements or codes issued or promoted by any relevant authority;
   2. in connection with or to post any information or material that may be, or that may encourage conduct that may be, unlawful, threatening, abusive, defamatory, inappropriate, indecent, misleading or untrue;
   3. in any manner that is unlawful;
   4. to send unsolicited data to third parties; or
   5. in a manner that is fraudulent or interferes with or disrupts the proper working of the GAVL Platform.
8. You must not:
   1. alter, tamper with, reverse engineer, decompile or disassemble the GAVL Platform;
   2. copy, adapt, modify, reproduce, store, distribute, print, display, broadcast, publish, communicate or make available to the public, or create derivative works of, the whole or any part of the GAVL Platform, except as otherwise expressly permitted by these Terms or as otherwise expressly permitted by us in writing, or to the extent permitted by law;
   3. use any robot, spider, scraper, data mining process or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the structure, security or layout of the GAVL Platform;
   4. directly or indirectly, introduce or permit the introduction of, any virus, worm Trojan horse, time bomb of other harmful code in or on the GAVL Platform, or in any manner whatsoever corrupt, degrade or disrupt the GAVL Platform; or
   5. link to the GAVL Platform from any other website without our prior written consent.

Intellectual property

9. Unless expressly stated otherwise, we own or are licensed to use all intellectual property rights (including, without limitation, copyright and trade marks) subsisting in the GAVL Platform, any materials on the GAVL Platform and any other materials provided by or on behalf of GAVL, including as outputs of the Services (together, the GAVL Materials). The GAVL Materials include any materials or content we create on your behalf, including video content if you engage us to video an auction for you.
10. Subject to these Terms, we grant to you a non-exclusive, revocable and non-transferable limited licence to view, download and use information the GAVL Materials for the purpose of using the GAVL Platform in accordance with the Agreement, provided that you do not modify the GAVL Materials in any way (including any copyright notice) unless expressly permitted to do so by us. This licence continues for the duration of the Access Period (subject to termination of your access in accordance with these Terms).
11. Nothing in the Agreement transfers ownership of any intellectual property rights to you and we reserve all rights in respect of the GAVL Platform and its content not expressly granted by these Terms.

Agency Content

12. When you upload, transmit, post or otherwise make available any materials in any format via the GAVL Platform, including video content (Agency Content), you:
    1. grant us a non-exclusive, worldwide, royalty-free, perpetual licence to use, modify, adapt, reproduce, publish, transmit, licence, sub-licence, exploit and otherwise use the Agency Content in any way and for any commercial purpose or activity;
    2. warrant that you have all the necessary rights to grant the above licence;
    3. warrant that the Agency Content is accurate;
    4. agree to fully indemnify and hold us (including our officers, agents, partners and employees) harmless against any expenses, costs, loss (including consequential or indirect loss) or damage that we may suffer or incur as a result of a breach of the above warranties; and
    5. waive any moral rights (as defined by the Copyright Act 1968 (Cth)) which you or any other person (including your employees, officers, contractors or agents) may have in respect of the Agency Content.
13. Agency Content must conform to any quality standards or other guidelines which may be specified or communicated on the GAVL Platform or otherwise provided to you from time-to-time.
14. We do not sponsor, recommend or endorse any Agency Content and we may, at any time, remove any such material from the GAVL Platform without prior notice and without any liability to you.

Third Party Content

15. The GAVL Platform may contain or aggregate materials from third parties, including public comments, advertisements, data, content, information and links to other websites (Third Party Content).
16. We do not have control over, and are not responsible for, any Third Party Content (including its accuracy, reliability, currency or completeness). Unless expressly stated otherwise, we do not sponsor, recommend or endorse any Third Party Content.

Fees

17. You must pay the fees specified in the Application Form (Fees) using a bank transfer or debit or credit card. We will invoice you the applicable Fees in respect of:
    1. a public auction (including, if applicable, videographer fees) on the date of the auction;
    2. a private sale listing on the date of the listing; and
    3. post-auction services, on the relevant content being provided to you,

and all Fees must be paid within 14 days of the date of the invoice.

18. You are responsible for providing complete and accurate invoicing and contact information to us.
19. Fees are non-refundable except as specified in these Terms or otherwise required by law.
20. We may vary the Fees payable from time to time on 90 days’ notice to you.

GST

21. The Fees and any other amounts quoted on an Application Form or the GAVL Platform are GST exclusive amounts.
22. A party must pay GST on a Taxable Supply made to it under the Agreement. It must do so at the same time and in the same manner as it is required to pay the consideration for the Taxable Supply to which the GST relates. A party making a Taxable Supply to another party under the Agreement must issue a tax invoice in the format required by law to the other party for the Taxable Supply. The tax invoice must set out the amount of the GST payable by that other party. The tax invoice must be issued at the same time as the consideration for the Taxable Supply is due.
23. Each party must do anything reasonable to assist the other party to comply with its GST obligations in relation to the Agreement.
24. Any capitalised terms used in clauses 21 to 23 above which are not defined in these Terms have the same meaning as those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Disclaimers

25. You acknowledge and agree that:
    1. the GAVL Platform facilitates the communication of data or content between the Agency and members of the public, provides information relating to upcoming or live real estate auctions and streams live real estate auctions made available via the GAVL Platform;
    2. we do no warrant that the identity verification process referred to in clause 28 is accurate;
    3. the GAVL Platform provides approved prospective buyers with the functionality to communicate bids to the onsite auction team and complete the purchase of a property; and
    4. we are not a representative of, do not have any authority to act on behalf of, and are not responsible for any acts or omissions of, any users of the Gavl Platform or any party involved in a real estate transaction, including any buyer, seller or real estate agent.
26. You acknowledge and agree that, subject to these Terms and any Non-excludable Conditions:
    1. you are responsible for all of your activity in connection with accessing and using the GAVL Platform and the use of the GAVL Platform and the Services is at your own risk;
    2. the GAVL Platform and the Services are made available for general information purposes only and are provided to you on an “as-is” and “as available” basis;
    3. we do not warrant, represent or guarantee that any data, information or content (including any Third Party Content) on the GAVL Platform is accurate, reliable, current or complete, nor do we accept any responsibility arising in any way from any errors or omissions. You should verify the accuracy of any data, information or content (including any Third Party Content) on the GAVL Platform before relying on it; and
    4. we do not warrant, represent or guarantee that your access to the GAVL Platform will be continuous or free of any fault, virus, worm, Trojan horse, time bomb of other harmful code. We may at any time and at our sole discretion and for any reason, change or discontinue any feature on the GAVL Platform or remove or restrict your access to the GAVL Platform.
27. We do not represent or guarantee that the GAVL Platform or the Services will meet any specific business requirements or will provide any specific outcome, whether financial or otherwise.

Bidder approval process

28. If an individual wishes to bid remotely on an auction that you will broadcast via the GAVL Platform:
    1. we will (via a third party) undertake an identity verification process in order to confirm that individual’s identity;
    2. if the individual successfully completes the identity verification process, you will receive an email notifying you that an individual has successfully completed the identity verification process and is awaiting your approval as a remote bidder; and
    3. that individual will not be able to place a remote bid on the relevant property via the GAVL Platform unless they are approved by you using the GAVL Platform.
29. You are responsible for the approval of bidders in your absolute discretion. You acknowledge that, other than the limited identity verification process, we make no guarantee or representation about an individual or his or her ability to pay for a property and do not endorse that individual.  You are responsible for satisfying yourself of any relevant matters regarding a prospective bidder and should undertake your own investigations before deciding whether to approve an individual as a remote bidder or not.
30. Approval of a remote bidder for a particular auction does not authorise that individual to submit remote bids on any subsequent auctions you may broadcast via the GAVL Platform. If that individual wishes to remotely bid on any subsequent auction, the approvals process described above will need to be completed again.
31. You are responsible for completion of any additional registration process which may be required by law to be conducted prior to the start of the auction.

Conduct of auction

32. During an auction:
    1. remote bids will be communicated to the onsite auction team via the GAVL Platform during the auction;
    2. you are otherwise responsible in full for the conduct of the auction, including a decision to accept a bid or not; and
    3. you warrant that you will comply with all applicable laws regarding the conduct of the auction.

Execution of contract for sale and completion of purchase

33. If you wish to undertake digital contract execution via the GAVL Platform, it is your responsibility to upload the contract for sale for the property and any other material or information which is required to be provided by law regarding the sale of the property or the conduct of the auction prior to the auction.
34. The GAVL Platform gives buyers and sellers an opportunity to execute a contract for sale electronically. We are not responsible for the acts or omissions of a buyer or seller, including a decision whether or not to execute a contract for sale.
35. If a contract for sale is executed, the relevant deposit payment will be remitted from the buyer to the seller, on the buyer’s instructions, via the GAVL Platform.
36. Deposit payments may be processed by a third party payment provider. We are not responsible for the acts or omissions of that third party and we cannot guarantee that the services it provides will be uninterrupted or error-free.

Termination and suspension

37. We may suspend or terminate the Agreement (including your access to the GAVL Platform and the Services) if you:
    1. breach these Terms;
    2. fail to pay any Fees when due;
    3. cease, or indicate that you are about to cease, doing business; or
    4. appoint a liquidator.
38. We may also suspend your access to the GAVL Platform and the Services during any period that we are investigating a suspected breach of these Terms by you.
39. You may terminate the Agreement (including your access to the GAVL Platform and the Services) at any time on 90 days’ notice to us. Additionally, you may terminate the Agreement if we:
    1. breach these Terms and fail to rectify that breach within 30 days of being given notice of the same by you;
    2. cease, or indicate that we are about to cease, doing business; or
    3. appoint a liquidator.

Liability and indemnity

40. To the maximum extent permitted by law, all express or implied guarantees, warranties, representations and other terms and conditions of any kind in relation to the GAVL Platform or the Services not contained in these Terms are expressly excluded.
41. If any guarantee, warranty, term or condition is implied or imposed in relation to the Agreement under the Australian Consumer Law or any other applicable legislation (a Non-excludable Condition), then our liability for breach of the Non-excludable Condition is limited, at our option, to:
    1. in the case of goods, either replacement or repair of the goods or payment of the cost of replacing or repairing the goods; and
    2. in the case of services, to either resupply of the services or the cost of the resupply of the services.
42. Except for liability in relation to breach of a Non-excludable Condition:
    1. subject to the remainder of this clause, our maximum aggregate liability for all claims relating to the GAVL Platform, the Services and the Agreement will be equal to the amounts paid by you to us in respect of the GAVL Platform during the relevant Access Period in which the liability first arose. This limit on liability will apply however that liability arises, provided that it shall not limit our liability in the case of fraud or wilful misconduct by us; and
    2. we exclude all liability to you, whether arising in contract, tort (including negligence) or otherwise, for any consequential, indirect or special losses or damages, loss of data, loss of profit, loss of revenue, loss of reputation, loss of opportunity or loss of business arising in relation to the use of or reliance on any part of the GAVL Platform or the Services or any data, content or information contained on or available via the GAVL Platform or the Services (including any Third Party Content, any recommendations or results generated by the GAVL Platform, the inability to use any part of the GAVL Platform or the features on the GAVL Platform or technical malfunction, error, virus, delay or interference on the GAVL Platform), even if we knew the loss or damage was possible or otherwise foreseeable.
43. You agree to fully indemnify and hold us (including our officers, agents, partners, contractors and employees) harmless against any expenses (including legal costs on a full indemnity basis), costs, loss (including consequential loss) or damage that we may suffer or incur as a result of or in connection with:
    1. any claims brought by or on behalf of any third party relating to your use of the GAVL Platform or the Services, including as a result of any information or content (including the Agency Content) provided to us by you and any claims in respect of misleading or deceptive conduct or infringement of any third party’s intellectual property rights; or
    2. any wilful or unlawful act or omission by you or your employees, officers, contractors or agents.

General

44. Except as otherwise set out in these Terms, any covenant, agreement, representation or warranty under the Agreement by two or more persons binds them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them individually.
45. If any provision of these Terms is held to be invalid, unenforceable or illegal for any reason, then that provision will be severed and the remainder of these Terms will remain in full force and effect.
46. In the event of any inconsistency between these Terms and an Application Form, these Terms will take precedence to the extent of that inconsistency.
47. The Agreement will be governed by and are to be construed in accordance with the laws in force in the State of Victoria, Australia. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of that state.

Apple App Store provisions

48. This section applies where the GAVL Platform has been acquired from the Apple App Store. You acknowledge and agree that the agreement for use of the GAVL Platform is solely between you and GAVL, not Apple, Inc. (Apple) and that Apple has no responsibility for the GAVL Platform or content thereof. Your use of the GAVL Platform must comply with the App Store Terms of Service.
49. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the GAVL Platform. In the event of any failure of the GAVL Platform to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the GAVL Platform to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the GAVL Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement and any law applicable to GAVL as provider of the GAVL Platform.
50. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the GAVL Platform or your possession and/or use of the GAVL Platform, including, but not limited to: (i) product liability claims; (ii) any claim that the GAVL Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Agreement and any law applicable to GAVL as provider of the GAVL Platform.
51. You acknowledge that, in the event of any third-party claim that the GAVL Platform or your possession and use of that GAVL Platform infringes that third party’s intellectual property rights, GAVL, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
52. You represent and warrant that:
    1. you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a ‘terrorist supporting’ country; and
    2. you are not listed on any U.S. Government list of prohibited or restricted parties.
53. You and GAVL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relates to your licence of the GAVL Platform, and that, upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as relates to your licence of the GAVL Platform against you as a third-party beneficiary thereof.

 

GAVL – Agent Terms & Conditions (New Zealand)

GAVL is an online platform which provides a range of services to real estate agents to facilitate the sale and purchase of properties at auction, including providing the ability to list and broadcast auctions in real time to potential bidders.

The following terms and conditions (Terms) and the executed application for the supply of services (Application Form) form an agreement (Agreement) which governs the use of the GAVL online platform, the website www.gavl.com and any of our mobile device applications or other remote services providing access to the GAVL online platform (together, GAVL Platform) and any services provided to you in connection with the GAVL Platform (Services).

Scope of Agreement

1. The Agreement is a legally binding contract between:
2. GAVL AUST Pty Ltd (ACN 611 741 854) (GAVL, we, us, our); and
   1. the legal entity identified in the Application Form, the officer in effective control of that entity and each of its employees, officers, contractors and agents (the Agency or you).
3. The individual who signs the Application Form on behalf of the Agency warrants that:
   1. he or she has the authority to bind the Agency; and
   2. the Agency is bound by the Agreement in accordance with such authority.
4. By using the GAVL Platform, the Agency warrants that it:
   1. is a legal entity which has the capacity to enter into a binding contract;
   2. at the time it signs the Application Form and each time the Agency uses the GAVL Platform it satisfies the solvency test as defined in section 4 of the Companies Act 1993;
   3. is licensed to operate as a real estate agent in New Zealand;
   4. is authorised (whether by contract or otherwise) to sell each property which it lists or otherwise advertises on or via the GAVL Platform; and
   5. has a New Zealand company number.
5. The Agreement begins on the date that you execute the Application Form and continues until it is terminated in accordance with these Terms (Access Period). Depending on which option you have selected in the Application Form, some or all of the auctions which the Agency holds will be broadcast on the GAVL Platform during the Access Period.

Use of the GAVL Platform

5. Following execution of the Application Form, individuals within the Agency will be invited to register as users of the GAVL Platform. Each individual within the Agency who receives a user name and password for the GAVL Platform:
   1. is bound by the Agreement, and the Agency is responsible for any breach of the Agreement by such individual; and
   2. is responsible for the security of that user name and password. You must notify us immediately on becoming aware of any unauthorised use of a user name or password or of any other security breach in connection with the GAVL Platform.
6. Individual user names and passwords should not be shared by the named user with any other person. We may assume that anyone using a user name and password allocated to the Agency is authorised by the Agency to do so and the Agency is responsible for any transactions completed using such user name and password.
7. You must not use the GAVL Platform:
   1. so as to breach any law or regulation, infringe a third party’s rights (including trade mark, copyright or other intellectual property rights), or breach any standard, content requirements or codes issued or promoted by any relevant authority;
   2. in connection with or to post any information or material that may be, or that may encourage conduct that may be, unlawful, threatening, abusive, defamatory, inappropriate, indecent, misleading or untrue;
   3. in any manner that is unlawful;
   4. to send unsolicited data to third parties; or
   5. in a manner that is fraudulent or interferes with or disrupts the proper working of the GAVL Platform.
8. You must not:
   1. alter, tamper with, reverse engineer, decompile or disassemble the GAVL Platform;
   2. copy, adapt, modify, reproduce, store, distribute, print, display, broadcast, publish, communicate or make available to the public, or create derivative works of, the whole or any part of the GAVL Platform, except as otherwise expressly permitted by these Terms or as otherwise expressly permitted by us in writing, or to the extent permitted by law;
   3. use any robot, spider, scraper, data mining process or other device or process to retrieve, index, or in any way reproduce, modify or circumvent the structure, security or layout of the GAVL Platform;
   4. directly or indirectly, introduce or permit the introduction of, any virus, worm Trojan horse, time bomb of other harmful code in or on the GAVL Platform, or in any manner whatsoever corrupt, degrade or disrupt the GAVL Platform; or
   5. link to the GAVL Platform from any other website without our prior written consent.

Intellectual property

9. Unless expressly stated otherwise, we own or are licensed to use all intellectual property rights (including, without limitation, copyright and trade marks) subsisting in the GAVL Platform, any materials on the GAVL Platform and any other materials provided by or on behalf of GAVL, including as outputs of the Services (together, the GAVL Materials). The GAVL Materials include any materials or content we create on your behalf, including video content if you engage us to video an auction for you.
10. Subject to these Terms, we grant to you a non-exclusive, revocable and non-transferable limited licence to view, download and use information the GAVL Materials for the purpose of using the GAVL Platform in accordance with the Agreement, provided that you do not modify the GAVL Materials in any way (including any copyright notice) unless expressly permitted to do so by us. This licence continues for the duration of the Access Period (subject to termination of your access in accordance with these Terms).
11. Nothing in the Agreement transfers ownership of any intellectual property rights to you and we reserve all rights in respect of the GAVL Platform and its content not expressly granted by these Terms.

Agency Content

12. When you upload, transmit, post or otherwise make available any materials in any format via the GAVL Platform, including video content (Agency Content), you:
    1. grant us a non-exclusive, worldwide, royalty-free, perpetual licence to use, modify, adapt, reproduce, publish, transmit, licence, sub-licence, exploit and otherwise use the Agency Content in any way and for any commercial purpose or activity;
    2. warrant that you have all the necessary rights to grant the above licence;
    3. warrant that the Agency Content is accurate;
    4. agree to fully indemnify and hold us (including our officers, agents, partners and employees) harmless against any expenses, costs, loss (including consequential or indirect loss) or damage that we may suffer or incur as a result of a breach of the above warranties; and
    5. waive any moral rights (being those rights set out in in Part 4 of the Copyright Act 1994) which you may have, and must procure that any other person (including your employees, officers, contractors or agents) waives any moral rights they may have, in respect of the Agency Content.
13. Agency Content must conform to any quality standards or other guidelines which may be specified or communicated on the GAVL Platform or otherwise provided to you from time-to-time.
14. We do not sponsor, recommend or endorse any Agency Content and we may, at any time, remove any such material from the GAVL Platform without prior notice and without any liability to you.

Third Party Content

15. The GAVL Platform may contain or aggregate materials from third parties, including public comments, advertisements, data, content, information and links to other websites (Third Party Content).
16. We do not have control over, and are not responsible for, any Third Party Content (including its accuracy, reliability, currency or completeness). Unless expressly stated otherwise, we do not sponsor, recommend or endorse any Third Party Content.

Fees

17. You must pay the fees specified in the Application Form (Fees) using a bank transfer or debit or credit card. We will invoice you the applicable Fees in respect of:
    1. a public auction (including, if applicable, videographer fees) on the date of the auction;
    2. a private sale listing on the date of the listing; and
    3. post-auction services, on the relevant content being provided to you,

and all Fees must be paid within 14 days of the date of the invoice.

18. You are responsible for providing complete and accurate invoicing and contact information to us.
19. Fees are non-refundable except as specified in these Terms or otherwise required by law.
20. We may vary the Fees payable from time to time on 90 days’ notice to you.

GST

21. The Fees and any other amounts quoted on an Application Form or the GAVL Platform are GST exclusive amounts.
22. To the extent that any supply from one party (Supplier) to another party (Recipient) under these Terms constitutes a taxable supply for GST purposes (Taxable Supply), an amount equal to the GST chargeable on that Taxable Supply, as between the Supplier and the Recipient, will be payable by the Recipient to the Supplier in addition to the amount payable for the Taxable Supply. The Recipient will pay the GST amount at the same time and in the same manner as payment for the Taxable Supply is required, provided that on or before that time the Seller has issued to the Recipient a GST invoice.

Disclaimers

23. You acknowledge and agree that:
    1. the GAVL Platform facilitates the communication of data or content between the Agency and members of the public, provides information relating to upcoming or live real estate auctions and streams live real estate auctions made available via the GAVL Platform;
    2. we do no warrant that the identity verification process referred to in clause 26 is accurate;
    3. the GAVL Platform provides approved prospective buyers with the functionality to communicate bids to the onsite auction team and complete the purchase of a property; and
    4. we are not a representative of, do not have any authority to act on behalf of, and are not responsible for any acts or omissions of, any users of the GAVL Platform or any party involved in a real estate transaction, including any buyer, seller or real estate agent.
24. You acknowledge and agree that, subject to these Terms and any Non-excludable Guarantees:
    1. you are responsible for all of your activity in connection with accessing and using the GAVL Platform and the use of the GAVL Platform and the Services is at your own risk;
    2. the GAVL Platform and the Services are made available for general information purposes only and are provided to you on an “as-is” and “as available” basis;
    3. we do not warrant, represent or guarantee that any data, information or content (including any Third Party Content) on the GAVL Platform is accurate, reliable, current or complete, nor do we accept any responsibility arising in any way from any errors or omissions. You should verify the accuracy of any data, information or content (including any Third Party Content) on the GAVL Platform before relying on it; and
    4. we do not warrant, represent or guarantee that your access to the GAVL Platform will be continuous or free of any fault, virus, worm, Trojan horse, time bomb of other harmful code. We may at any time and at our sole discretion and for any reason, change or discontinue any feature on the GAVL Platform or remove or restrict your access to the GAVL Platform.
25. We do not represent or guarantee that the GAVL Platform or the Services will meet any specific business requirements or will provide any specific outcome, whether financial or otherwise.

Bidder approval process

26. If an individual wishes to bid remotely on an auction that you will broadcast via the GAVL Platform:
    1. we will (via a third party) undertake an identity verification process in order to confirm that individual’s identity;
    2. if the individual successfully completes the identity verification process, you will receive an email notifying you that an individual has successfully completed the identity verification process and is awaiting your approval as a remote bidder; and
    3. that individual will not be able to place a remote bid on the relevant property via the GAVL Platform unless they are approved by you using the GAVL Platform.
27. You are responsible for the approval of bidders in your absolute discretion. You acknowledge that, other than the limited identity verification process, we make no guarantee or representation about an individual or his or her ability to pay for a property and do not endorse that individual.  You are responsible for satisfying yourself of any relevant matters regarding a prospective bidder and should undertake your own investigations before deciding whether to approve an individual as a remote bidder or not.
28. Approval of a remote bidder for a particular auction does not authorise that individual to submit remote bids on any subsequent auctions you may broadcast via the GAVL Platform. If that individual wishes to remotely bid on any subsequent auction, the approvals process described above will need to be completed again.
29. You are responsible for completion of any additional registration process which may be required by law to be conducted prior to the start of the auction.

Conduct of auction

30. During an auction:
    1. remote bids will be communicated to the onsite auction team via the GAVL Platform during the auction;
    2. you are otherwise responsible in full for the conduct of the auction, including a decision to accept a bid or not; and
    3. you warrant that you will comply with all applicable laws regarding the conduct of the auction.
31. If the rules of any auction, or terms of the sale agreement, need to be modified to facilitate the use of the GAVL Platform in connection with the running of the auction and/or subsequent sale of the property (including in relation to electronic execution of the sale contract and payment of any deposit using the GAVL Platform and GAVL’s third party payments provider), you are responsible for procuring that the terms and/or sale agreement are modified as necessary.
32. You must ensure that the terms of the auction are readily available to view by all participants and potential participants prior to and during the auction.

Execution of contract for sale and completion of purchase

33. If you wish to undertake digital contract execution via the GAVL Platform, it is your responsibility to upload the contract for sale for the property and any other material or information which is required to be provided by law regarding the sale of the property or the conduct of the auction prior to the auction.
34. The GAVL Platform gives buyers and sellers an opportunity to execute a contract for sale electronically. We are not responsible for the acts or omissions of a buyer or seller, including a decision whether or not to execute a contract for sale.
35. If a contract for sale is executed, the relevant deposit payment will be remitted from the buyer to the seller, on the buyer’s instructions, via the GAVL Platform.
36. Deposit payments may be processed by a third party payment provider. We are not responsible for the acts or omissions of that third party and we cannot guarantee that the services it provides will be uninterrupted or error-free.

Termination and suspension

37. We may suspend or terminate the Agreement (including your access to the GAVL Platform and the Services) if you:
    1. breach these Terms;
    2. fail to pay any Fees when due;
    3. cease, or indicate that you are about to cease, doing business; or
    4. appoint a liquidator.
38. We may also suspend your access to the GAVL Platform and the Services during any period that we are investigating a suspected breach of these Terms by you.
39. You may terminate the Agreement (including your access to the GAVL Platform and the Services) at any time on 90 days’ notice to us. Additionally, you may terminate the Agreement if we:
    1. breach these Terms and fail to rectify that breach within 30 days of being given notice of the same by you;
    2. cease, or indicate that we are about to cease, doing business; or
    3. appoint a liquidator.

Liability and indemnity

40. To the maximum extent permitted by law, all express or implied guarantees, warranties, representations and other terms and conditions of any kind in relation to the GAVL Platform or the Services not contained in these Terms are expressly excluded.
41. You acknowledge that you are entering into these Terms and accessing the GAVL Platform and the Services for the purposes of performing your business and are not using the GAVL Platform or any Services for personal, domestic or household use or consumption. If, notwithstanding the foregoing, any guarantee, warranty, term or condition is implied or imposed in relation to the Agreement under the Consumer Guarantees Act 1993 or any other applicable legislation (a Non-excludable Guarantee), then, to the extent permitted by law, our liability for breach of the Non-excludable Guarantee is limited to remedying the failure within a reasonable time.
42. Except for liability in relation to breach of a Non-excludable Guarantee:
    1. subject to the remainder of this clause, our maximum aggregate liability for all claims relating to the GAVL Platform, the Services and the Agreement, whether in contract, tort (including negligence) or otherwise will be equal to the amounts paid by you to us in respect of the GAVL Platform during the relevant Access Period in which the liability first arose. This limit on liability will apply however that liability arises, provided that it shall not limit our liability in the case of fraud or wilful misconduct by us; and
    2. we exclude all liability to you, whether arising in contract, tort (including negligence) or otherwise, for any consequential, indirect or special losses or damages, loss of data, loss of profit, loss of revenue, loss of reputation, loss of opportunity or loss of business arising in relation to the use of or reliance on any part of the GAVL Platform or the Services or any data, content or information contained on or available via the GAVL Platform or the Services (including any Third Party Content, any recommendations or results generated by the GAVL Platform, the inability to use any part of the GAVL Platform or the features on the GAVL Platform or technical malfunction, error, virus, delay or interference on the GAVL Platform), even if we knew the loss or damage was possible or otherwise foreseeable.
43. You agree to fully indemnify and hold us (including our officers, agents, partners, contractors and employees) harmless against any expenses (including legal costs on a full indemnity basis), costs, loss (including consequential loss) or damage that we may suffer or incur as a result of or in connection with:
    1. any claims brought by or on behalf of any third party relating to your use of the GAVL Platform or the Services, including as a result of any information or content (including the Agency Content) provided to us by you and any claims in respect of misleading or deceptive conduct or infringement of any third party’s intellectual property rights; or
44. any wilful or unlawful act or omission by you or your employees, officers, contractors or agents.

General

44. Except as otherwise set out in these Terms, any covenant, agreement, representation or warranty under the Agreement by two or more persons binds them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them individually.
45. If any provision of these Terms is held to be invalid, unenforceable or illegal for any reason, then that provision will be severed and the remainder of these Terms will remain in full force and effect.
46. In the event of any inconsistency between these Terms and an Application Form, these Terms will take precedence to the extent of that inconsistency.
47. The Agreement will be governed by and are to be construed in accordance with the laws in force in New Zealand. You irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New Zealand.

Apple App Store provisions

48. This section applies where the GAVL Platform has been acquired from the Apple App Store. You acknowledge and agree that the agreement for use of the GAVL Platform is solely between you and GAVL, not Apple, Inc. (Apple) and that Apple has no responsibility for the GAVL Platform or content thereof. Your use of the GAVL Platform must comply with the App Store Terms of Service.
49. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the GAVL Platform. In the event of any failure of the GAVL Platform to conform to any applicable warranty, you may notify Apple, and (where applicable) Apple will refund the purchase price for the GAVL Platform to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the GAVL Platform, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement and any law applicable to GAVL as provider of the GAVL Platform.
50. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the GAVL Platform or your possession and/or use of the GAVL Platform, including, but not limited to: (i) product liability claims; (ii) any claim that the GAVL Platform fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Agreement and any law applicable to GAVL as provider of the GAVL Platform.
51. You acknowledge that, in the event of any third-party claim that the GAVL Platform or your possession and use of that GAVL Platform infringes that third party’s intellectual property rights, GAVL, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
52. You represent and warrant that:
    1. you are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a ‘terrorist supporting’ country; and
    2. you are not listed on any U.S. Government list of prohibited or restricted parties.
53. You and GAVL acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as relates to your licence of the GAVL Platform, and that, upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as relates to your licence of the GAVL Platform against you as a third-party beneficiary thereof.