PUBLIC OFFER AGREEMENT
About the provision of services
INTERMARK GLOBAL CO., LTD., located at 63/102 Room MC1-08 Moo 2 T.Kohkeaw,A.Muang Phuket, Phuket Province, registered under legislation of Thailand, registration number 0835566018109, represented by Director Irina Mosheva, (hereinafter referred to as the “Executor”), offers (a public offer) to an unlimited number of individuals and / or legal entities (hereinafter referred to as the Customer), on the other hand, who in the future collectively referred to as the Parties, and each separately as a Party, have entered into a public agreement on the provision of information and real estate brokerage services.
1. Definition of terms and general provisions
In this offer, unless the context demands other requirements, the following terms have such meanings and represent its integral part:
1.1. A Public offer (hereinafter referred to as the “Offer”, “Agreement”) - is a public offer addressed to an unlimited number of individuals who have entered into an Agreement on the terms contained in this Offer.
1.2. Acceptance of the public offer (hereinafter – acceptance, acceptance of the offer) – full and unconditional acceptance by the Customer of the terms of this public offer (Agreement) by performing the actions specified in section 2 of this Agreement. Acceptance of the offer creates a contract and is recognized as concluded.
1.3. Account - an account created by a Customer who visited the Website and registered with the Executor to use the Website and the Platform.
1.4. Site - the website placed at https://alnair.co.th/, providing the Customer with access to the Platform.
1.5. Platform (Alnair) - a web page on the Internet at the address: https://alnair.co.th/, which is the official source of informing Customers about the Executor and the services that are provided to them.
1.6. Customer - any individual or legal entity, duly registered as Real estate broker who visits the site, which accepts all of the terms of this offer and is intended to order the services.
1.7. Client- an individual or legal entity who is accompanied by the Customer when buying real estate.
1.8. To book button – a button placed on the Platform's site, after clicking which the Customer fills the information in of his client, and the application for booking a unit to be sent to manager for processing.
1.9. Services - set of information and real estate brokerage services by the Executor in the manner and on the conditions determined by this Agreement.
2.Subject of the Agreement
2.1. In the manner and on the conditions stipulated by this Agreement, the Executor undertakes to provide the Customer with real estate brokerage services, and the Customer undertakes to accept and pay for the Services in the manner and within the time frame specified in this Agreement.
2.2. The volume, procedure and terms for the provision of services are determined by the Parties separately by signing additional agreement.
2.3. By acceptance to the terms of the Agreement, the Customer confirms his legal capacity, including reaching the age of 18, the legal use of a bank payment card, obtainment of all necessary licenses, and also realizes the responsibility for the obligations imposed on him as a result of the conclusion of this Agreement.
3. The process of unit booking
3.1. Customer chooses a particular real estate unit;
3.2. Customer enters Client’s data and documents (if applicable);
3.3. Customer is given a choice in forms of payment (SWIFT, link, etc);
3.4. Application request is sent for booking;
3.5. Executor’ manager receives application;
3.6. Executor’ Manager checks with a Developer a unit availability;
3.7. Simultaneously, a Developer prepares a booking form;
3.8. Executor’ manager sends to a Customer booking form through Alnair member portal;
3.8. Depends on a way of payment, instruction on unit prebooking with validity for 2 hours to be sent to a Customer.
4.Terms of Service
4.1 Information and real estate brokerage services are provided with the personal presence of the Customer at the Executor’s office, or in the form of remote playback by phone call, or using the messengers specified on the website.
4.2 The Сustomer independently chooses the form of providing information and real estate brokerage services. Acceptance of this Offer is filling out the online application form for the provision of services on the Executor’s Website and means full and unconditional acceptance by the Customer of the terms of this Offer and is equivalent to the Customer’s handwritten signature under the Agreement.
4.3 From the moment the funds are credited to the Executor’s account, this Offer is considered accepted. From the moment of acceptance of this Offer, the unilateral refusal of the Customer from the Agreement is impossible.
4.4 If information and real estate brokerage services are provided in a remote format, then before starting the performance of services, the Customer receives an invoice for payment to the email address specified by the Customer in the online form.
4.5 The service is considered to be provided from the moment the Executor performs all the actions provided for in the contract.
5.Confidentiality
5.1. For the purposes of this Agreement, the term “Confidential Information” means:
5.1.1. All official, not generally known and non-public information, including commercial secrets, financial data, business, technical, operational and other information, technological information, data, experience and knowledge of any kind and in any form, directly or indirectly related to the Parties to this Agreement, data on suppliers and conditions of transactions with them, financial plans of the Parties’ activities and reports on past activities, which became known to the Parties in written, oral, electronic or other form during their cooperation;
5.1.2. Any information in the possession, use or disposal of the Parties and which will become known to the Parties in connection with cooperation and general contractual relations;
5.1.3. Any information that is not generally known or publicly available and has actual or potential value for the Party for commercial reasons, the disclosure of which may cause material damage, as well as undermine the business reputation or prestige of the Party or its personnel;
5.1.4. Any document of the Party (including in electronic form) marked “Confidential” and / or “For official use”.
5.2. Specified in clause 7.1. information is recognized as confidential only if it is not generally known and / or publicly available, and the Parties take all necessary measures to ensure its safety with respect to it.
5.3. The Parties undertake mutual obligations to use the confidential information provided or became known during the validity of this Agreement and during the cooperation of the Parties, only in accordance with the terms of this Agreement and only to the extent and for the purpose for which such information was provided.
6.Protection of personal data
6.1. Under this Agreement, the Customer may transfer personal data of employees/representatives and/or Clients to the Executor.
6.2. Personal data under this Agreement is transferred for the purpose of fulfillment by the Executor of the Agreement.
6.3. The Executor has the right to process personal data to the extent necessary to provide the Services under this Agreement, solely for the purpose of fulfilling this Agreement.
6.4. By signing this Agreement, the authorized representatives of the Parties agree to the processing of their personal data in order to confirm the authority of the subject to change and terminate the Agreement, to ensure the implementation of administrative and legal relations, relations in the course of business activities and other relations provided for by law.
6.5. In case if the Customer transfers to the Executor the personal data of employees/representatives and/or Clients the Customer hereby confirms that (a) he has received all necessary consents from the employees/representatives and/or Clients before such transferring, (b) that transferring the personal data of employees/representatives and/or Clients by the Customer does not break any requirements stipulated by the effective applicable legislation or any rights of third parties, including employees/representatives and/or Clients.
6.6. In case of violation the p. 6.5. of the Agreement the Executor has the right to recover from the Customer: (a) losses incurred as a result of such violation; (b) all penalties collected from the Executer by authorized state authorities, third parties as a result of such violation.
7.Responsibility of the Parties
7.1. In case of violation of their obligations under this Agreement, the Parties shall be liable under this Agreement and the current legislation of Thailand. Violation of an obligation is its failure to perform or improper performance.
7.2. The Parties shall not be liable for violation of their obligations under this Agreement, if it occurred through no fault of theirs. A party is considered innocent if it proves that it has taken all measures dependent on it for the proper fulfillment of its obligation.
7.3. In the case that the Customer fails to pay the payments provided under this Agreement, the Executor reserves the right to suspend the provision of the Services provided under this Agreement.
7.4. The Executor shall not be liable for non-performance or improper performance of obligations under this Agreement, if it occurred as a result of non-performance or improper performance by the Customer of its own obligations under this Agreement.
7.5. In case of disclosure of Confidential Information and violation of the terms of this Agreement, the Party that allowed such disclosure is obliged to compensate the other Party for documented damages resulting from the disclosure of Confidential Information and related to non-fulfillment or improper fulfillment of the terms of this Agreement, including damage to business reputation.
8. Force majeure circumstances
8.1. The Parties are exempt from liability for full or partial failure to fulfill their obligations under this Agreement, if it is caused by force majeure circumstances (force majeure), such as: natural disasters, fires, floods, earthquakes, war, blockade, occupation, introduction of quarantine norms, seizures documents by state authorities (search, temporary access to things and documents, requests from state authorities on the basis of current legislation), regulations or laws issued by authorized state bodies that impose a ban on the provision of services specified in this Agreement, etc. and beyond their control are extraordinary in nature and unpredictable.
8.2. In the event of force majeure circumstances, the deadline for fulfilling obligations is postponed by the time during which such circumstances will operate. If these circumstances and their consequences continue for more than 3 (three) months, then each of the Parties will have the right to refuse further fulfillment of obligations under the Agreement, and in this case neither of the parties will be entitled to compensation by the other party for possible losses.
8.3. The Party for which the impossibility of fulfilling obligations under this Agreement due to the occurrence of force majeure circumstances has arisen is obliged to immediately notify the other Party about this.8.4. The party for which the impossibility of fulfilling obligations under this Agreement due to the onset of force majeure has been created is obliged to confirm the presence and duration of force majeure circumstances with a certificate from an authorized authority, or information using the mass media of Thailand.
9. Governing law and disputes resolution
9.1. The Parties have established that any disputes and claims will be resolved through negotiations.
9.2. The Parties understand that the services are provided by the Executor, who is registered and operates in accordance with the legislation of Thailand.
9.3. The Parties agreed to consider the location of the Executor specified in preamble of this Agreement as the place of conclusion of the transaction and the place of rendering services.
9.4. By accepting this Offer, the Customer agrees that all disputes related to this Agreement will be considered in accordance with the legislation of Thailand without regard to the rules of conflict of laws. The customer also agrees that all such disputes are in the exclusive competence of the relevant courts of Thailand.
9.5. The headings used in the articles and clauses of this Offer are used only for links and ease of use of the text. These headings cannot be considered as defining, limiting or modifying, or influencing the meaning and content of the terms of this Offer or any part thereof.
9.6. The Parties to this Agreement have decided that if a part of this Agreement is recognized as invalid (illegal), the Agreement itself and without the inclusion of an invalid (illegal) part in it is considered concluded. In this case, the Party to this Agreement cannot refer to the fact that without the inclusion of an invalid (illegal) part in the Agreement, it would not have concluded it.
9.7. All of the above constitutes a single text of the Agreement, replaces all previous negotiations, correspondence, agreements, proposals and statements concluded or expressed by the Parties on the subject of the Agreement orally or in writing.
10. Customer’ remuneration
10.1. The Сlient pays an initial fee to the Customer;
10.2. The Customer sends to Executor’ manager the Client's details and booking confirmation;
10.3. The Executor waits for Developer’s confirmation about the commission accrual;
10.4. The Executor issues an invoice to a Developer for paying a commission;
10.5. After commission from a Developer is received, Executors manager get in touch with the Customer to discuss terms and conditions of Customer’s remuneration;
10.6. In accordance with the terms and conditions agreed, the Contractor pays the Customer it’s remuneration under the separate agreement signed.
10.7. The standard terms of Customer’ remuneration depends on the volume of Customer`s renumeration in the communication with the Client:
10.7.1. The Customer conducts the transaction with the Client entirely independently online via the Alnair Platform – the amount of the Customer renumeration is 80% of the commission paid by the Developer;
10.7.2. The Customer conducts the transaction with the Client with the assistance of the Executor, namely: a) with the use of additional materials on volumes, b) with the participation of Executor's manager at online meetings and consultations, c) with the participation of the Executor's manager at the inspection of the object – the amount of the Customer renumeration is 50% of the commission paid by the Developer.
10.7.3. The Customer transfers the Client's data to the Executor`s manager for further transaction, the Executor's manager conducts the transaction independently – the amount of the Customer renumeration is 25% of the commission paid by the Developer.
The Executor pays the remuneration only when a completed transaction and fulfilling by a Client all the conditions against a developer and the Executer received the commission payments due to him under the concluded transaction.