• You acknowledge and agree that by submitting your registration to use our services or by using any part of the Offr services (including the Offr Button), you signify that you have read, understood, and agree to be bound by these Portal T&Cs and the Offr terms referenced in this agreement. If you do not accept these Portal T&Cs, you are not permitted to use the Offr portal or services.
• You acknowledge and agree that by being registered as a Firm User (as outlined in clause 3.2) to use our services or by using any part of the Offr services (including the Offr Button) as a Firm User, you signify that you have read, understood, and agree to be bound by these Portal T&Cs and the Offr terms referenced in this agreement. If you do not accept these Portal T&Cs, you are not permitted to use the Offr portal or services as a Firm User. The terms “you” and “your” as used herein will also apply to Firm Users.
• These Portal T&Cs contain both general terms for all types of users and specific terms dependent on what type of user you are (i.e. Vendor, Purchaser or any other professional adviser engaged by the Purchaser and/or Vendor to facilitate the transfer of property, the “Professional Adviser”).

We own and provide the Offr portal as customised with your branding (if applicable) and made available by Offr for access through the Offr website https://offr.io/ the “Offr Website”), download or any such other method as provided by us from time to time (the “Offr Portal”). We also provide the Offr Service, which is defined below.

We provide a digital platform, accessed via the Offr Portal, which facilitates and streamlines the buying and selling of property, by presenting the information relating to the sale, managing the collation of offers relating to the property, communicating with, and connecting, all relevant parties, whether through an auction sale governed by the Auction T&Cs or through a private sale governed by the Private Treaty T&Cs (“Offr Service”), namely:

• Any person or company that advertises property for sale on the Offr Portal (“Estate Agents”);
• Any person who has registered on the Offr Portal with the intention of placing an offer on a property (“Purchaser”);
• The person or company selling a property or, if applicable, that person’s personal representatives (“Vendor”); and
• The registered legal practitioner or firm of legal practitioners engaged by the Vendor and/ or Purchaser to assist with the property transaction (“Solicitor”).

These Portal T&Cs do not govern the process for submitting offers on a property. This process shall be governed by the Private Treaty Terms and Auction Terms which are viewed and accepted at the registration stage of your participation in either the Private Treaty or Auction process (as applicable).

To access and use certain Offr Services, you must:

• have read, understood and agree to be bound by these Portal T&Cs, the Offr Website terms (available here) and our Privacy Notice (available here);
• be at least 18 years old;
• in the event you are an Estate Agent, provide any applicable registration number for your regulatory body (if any) in compliance with local laws and regulations; and
• register and set up a Firm Account (see clause 3.2 below) or a user account with a username and password (your “MyOffr Account”).

If you are an Estate Agent, Professional Adviser, chargeholder or similar representative of a Vendor or Purchaser, subject to you providing any reasonable information required by Offr and if approved by Offr, permit you to register an account linked to your firm, company, corporation or other body corporate (the “Firm Account”).

Once a Firm Account has been granted by Offr, your firm, company, corporation or other body corporate (as applicable) will then be permitted to grant access to those employees or officers of your firm who are authorised by you to use the Offr Services (“Firm Users”). You will be responsible for ensuring each Firm User is familiar with their obligations under these Portal T&Cs, including the obligations outlined in clause 1.2(b) above. You will assign at least one Firm User who will be granted certain administrative privileges in respect of the Offr Services by the other Firm Users, including assigning a Digital Identity as outlined in clause 10.1.

If we grant you the usage rights outlined in clause 3.2, then you will ensure any Firm Users use the Offr Services in accordance with these Portal T&Cs and you shall be responsible for any Firm User’s acts or omissions in connection with the Offr Services, including any breach of these Portal T&Cs, as if the same were an act or omission of your firm, company, corporation or other body corporate (as applicable) itself.

You warrant that all information you provide to us during registration of your MyOffr Account and/or Firm Account, and that is otherwise provided or uploaded by you (or on your behalf) via the Offr Portal is true and accurate at all times. You agree that you will provide us with any additional information that we may reasonably require to verify your identity or details you provided during registration.

You are responsible for maintaining the confidentiality of your login details and any use of the Offr Portal made using your login details to your MyOffr Account, Firm Account and/or Firm User account. Sharing your login credentials with any other person or making them available to multiple users on a network is strictly prohibited. If you have any concerns that your MyOffr Account, Firm Account and/or Firm User account may have been misused, you should contact us at support@offr.io to let us know.

Offr accepts no liability for any losses, damages or costs arising from or in relation to your failure to comply with clause 3.6.

As further detailed in our Privacy Notice, information you provide to the Estate Agent or our KYC Partner for KYC purposes will be used to carry out sufficient and risk-based due diligence checks on individual users as required under respective anti-money laundering and know your customer (“KYC”) legislation.

On request by the Estate Agent, you will provide the Estate Agent or our KYC Partner with anti-money laundering and know your customer KYC verification and checks. The Estate Agent or our KYC Partner may collect the required information from you in accordance with clauses 3.8, 3.9 and 3.10. In the event you are acting as a Purchaser or Vendor, the Estate Agent may also request separate KYC verification and checks and may collect any required information from you. You acknowledge and agree that the Estate Agent may carry out their own KYC verification and checks required from a Purchaser or Vendor in relation to the sale of a property to the level they determine appropriate.

If you are a Purchaser or Vendor, the Estate Agent is entitled to request further information once an offer has been accepted on a property (as required by applicable KYC legislation). You warrant to provide such additional information as and when requested and that such information is true, accurate and complete.

To the fullest extent permitted by law, the Offr Services and the Offr Portal, its content and functionality, are provided on an “as is'' and “as available” basis, and we make no warranty, representation or guarantee whether express, implied or statutory, with respect to the Offr Services and the Offr Portal, its content, functionality or availability. Access to the Offr Portal may be suspended temporarily and without notice in the case of system failure, emergency maintenance emergency upgrades or emergency repairs.

Without limitation to clause 4.1, the Offr Portal will be unavailable, and no auctions or property transactions will be permitted to take place, during: (i) the time ranges notified to you in advance by Offr, to allow Offr to carry out planned maintenance, upgrades or repair (“Agreed Maintenance Window”); and (ii) any period outside the Agreed Maintenance Window where unscheduled maintenance, upgrades or repair is performed, provided that Offr has used reasonable endeavours to give you advanced notice.

Offr may, but is not required, to monitor and/or review your use of the Offr Service. If Offr becomes aware of any possible violations by you of any provision of these Portal T&Cs, Offr reserves the right to investigate such violations. You acknowledge that we have limited control over any user content uploaded/hosted as part of provision of the Offr Service and we do not purport to monitor the content. You are solely responsible for quality/accuracy of content and the legality by which it acquired relevant data.

From time to time, Offr may (without notice and at Offr’s sole discretion) introduce updates to the Offr Portal, for example to introduce new and/or improved functionality. We may require you to update the Offr Portal in order to continue using the Offr Service.

Offr is not obliged to customise any part of the Offr Portal to ensure compatibility with any third party software.

We utilise certain third-party providers to provide the Offr Service to you, including a Payment Facilitator, Signature Partner and/or KYC Partner (defined below). These third-party providers are utilised by us as follows:

• In addition to manual payment transfers, you have the option of using our integration partner to provide payment facilities to you and facilitate the purchase of property via the Offr Portal and to process Single Euro Payments Area (SEPA) payments. Stripe Payments UK Ltd and GoCardless Ltd, both registered electronic money institutions with the UK’s Financial Conduct Authority (FRN: 900461) are our integration partner(s) providing this service, the “Payment Facilitator”. To use this service, you are required to register an account with either Payment Facilitator;
• we offer you the option of arranging the execution of any documents - including the formal agreement between a Vendor and the Estate Agent in the form available within the Offr Portal (the “Property Sales Agreement”) and the contract to be entered into by a Vendor and a Purchaser to provide for the sale of a property (which may or may not be on template terms provided by an applicable regulatory body, as determined by Offr) (the “Contract for Sale”) – via our document execution partner. This is currently DocuSign UK Limited, a company incorporated and registered in England and Wales with company number 10308354, the “Signature Partner”; and/or
• in the event you are acting as an Estate Agent we can provide KYC checks through our KYC partner(s) that are available (the “Third Party Providers”). You acknowledge that your use of such third party services will be subject to the applicable Third Party Provider’s terms and conditions and privacy policies. If you are having technical issues with any of the Third Party Providers, you should address such issues relating to such Third Party Providers directly.

We reserve the right to use other Third Party Providers and/or change the current Third Party Providers from time to time upon providing you reasonable notice.

The Offr Portal and Offr Service is offered as a platform which enables Vendors to sell property to interested Purchasers with any advice and assistance relating to such sale to be provided by independent Professional Advisers. As such, these Portal T&Cs do not govern the individual legal relationships between any users, including:

• Vendors and Purchasers for the completion of a purchase of property, which shall be governed by the Contract for Sale;
• Vendors for the engagement of their Estate Agent, which shall be governed by the Property Sales Agreement; or
• Vendors and Purchasers for the engagement of their respective Solicitors, which shall be governed by the professional engagement between a Purchaser and/or Vendor with their respective Solicitors.

If you are a Purchaser and/ or Vendor and have an issue with any advice given by your Professional Adviser, you should address any such issue or complaint to the relevant Professional Adviser directly.

As these Portal T&Cs do not govern all the legal relationships between the users of the Offr Portal in relation to the sale of the property, you expressly acknowledge the following warnings outlined in this clause 7 depending on your role in the property transaction.

We strongly recommend that you appoint independent Professional Advisers and surveyors to examine the condition of a property and arrange for them to consider and advise you on all aspects of a prospective sale or purchase of property. All listings and offers made should be based solely on independent due diligence. As a Purchaser and/ or Vendor on the Offr Portal you warrant to us and we will assume that all relevant documents for a property have been read and considered before a property is listed or an offer is placed and that all relevant documents have been shown to and considered by the Professional Advisers.

As a Vendor on the Offr Portal, you acknowledge and agree that, in relation to any property which a Purchaser listed via the Offr Service:

• we will disclose to Purchasers on the Offr Portal the fact that you are the Vendor of such property;
• the Purchaser is entering into a contract with you, not with Offr, and you are responsible and liable to the Purchaser for carrying out your obligations under that contract;
• any queries and complaints in relation to the property are directed at, and are the responsibility of, you or your Estate Agent rather than Offr; and
• the Contract for Sale will apply to the sale of any property by you to a Purchaser, and any compliance with such Contract for Sale is between the parties to that agreement only.

As a Purchaser on the Offr Portal, you acknowledge that whenever you make a purchase of a property:

• you are purchasing that property from the Vendor, not from Offr, and that you, the Vendor (or your Professional Advisers) remain responsible for the completion of that transaction under any Contract for Sale;
• we will disclose to the Vendor on the Offr Portal the fact that you are the Purchaser of such property;
• the Vendor is entering into a contract with you, not with Offr, and you are responsible and liable to the Vendor for carrying out your obligations under that contract; and
• the Contract for Sale will apply to the purchase of any property by you from a Vendor, and any compliance with such a Contract for Sale is between the parties to that agreement only.

You warrant and represent that you are legally authorised and duly licensed by the applicable regulatory body or (where there is no such regulatory body in your jurisdiction) are otherwise are legally permitted to advertise the relevant property for sale on the Offr Portal.

These Portal T&Cs are not intended to govern the professional relationships between Professional Advisers and clients. If your client authorises you to act on their behalf in relation to the sale of a property, you will be responsible and liable to your client and/or Offr for any sections in these Portal T&Cs expressly stated as applying to Vendors or Purchasers (as applicable) and Solicitors to the extent you have agreed to act on their behalf.

If applicable, we will set out any fees payable by you in the written or online document, form or process, which you agree to for the provision of the Offr Service, including any special terms agreed between you and us, and referencing these Portal T&Cs (the “Access Request”).

Some services may be provided by us at no cost and without the need for an Access Request. Offr reserves the right to unilaterally change the access rights granted in clause 8.1 upon sixty (60) days’ written notice, including requiring you to complete an Access Request to pay a commercially reasonable fee for continued access to the Offr Service. In such an event, you are not obliged to continue with the Offr Service and may terminate the same at any time upon giving written notice to us.

If applicable, Offr shall invoice you the fees for access to the Offr Service payable by you at the frequency specified in the Access Request.

You shall pay the fees within thirty (30) days of the date of the invoice and without set-off, counterclaim or deduction. If any amounts due to us remain unpaid ten (10) days after we issue a non-payment notice to you, such overdue amounts will attract interest at the rate of four per cent (4%) per annum above the base rate of the Central Bank of Ireland.

The fees invoiced are exclusive of taxes, and you shall also pay applicable taxes and duties (including withholding taxes, value added tax, or other taxes but excluding income taxes imposed on us) at the same time as you pay the fees. If required by local law, we will provide a tax invoice that satisfies local law requirements

We may adjust the basis for calculating the fees by providing you with not less than ninety (90) days’ written notice. The fees will be payable, as adjusted, by the next invoice date after this notice period.

We will process your personal data in accordance with our Privacy Notice.

When you access services of third parties and our integration partners, they will process personal data to provide the services to you and for other purposes. For more information please refer to third party privacy notices, including the privacy notices of our integration partners Stripe, Docusign, Hubspot, GoCardless Ltd and SendGrid/Twilio.

If you as a controller upload any materials in the Data Room (as defined below), we will act as processor in relation to any personal data in those materials processed on your behalf in accordance with our Offr Data Processing Terms (Privacy Policy)

Further information about how we secure your data can be found in our Security Policy.

You will be assigned a digital identity within the Offr Portal (by us or in the case of a Firm User, the administrator of your Firm Account) that will govern the channels, content, data and information you will be permitted to access (the “Digital Identity”). You acknowledge and agree that you understand the channels, content, data and information within the Offr Portal you are permitted to access and will bring any unauthorised access immediately to our attention. The Firm Account administrator or administrators outlined in clause 3.3 will be solely responsible for setting and maintaining the Digital Identity for each relevant Firm User.

You shall not attempt, directly or indirectly, to gain access to any restricted part of the Offr Service which you are not entitled to access in accordance with your Digital Identity, under these Portal T&Cs.

You are responsible for ensuring that you comply with all applicable legislation.

You warrant that you will not create fraudulent accounts. You also warrant that you will not use any fraudulent, illegal or otherwise dishonest activities in relation to the property transaction. In the event of suspected fraud, we may contact you using the contact details you provided to us during the Offr registration process and may share your data with third parties without your consent for the purposes of preventing or detecting fraud (such as law enforcement officials).

You must only use the Offr Portal for its intended purposes and in accordance with these Portal T&Cs and Offr’s documentation (available on the Offr Website) governing the use of the Offr Portal. Offr is not responsible for any damage or loss you suffer as a result of misusing the Offr Portal. You must not use or access the Offr Portal in order to build a competing product or service and any features of the Offr Portal or the Offr Service which you can access only through use of the Offr Service shall be deemed to be the confidential information of Offr.

You will not publish or disseminate material that infringes or may infringe the rights (including intellectual property rights) of any individual, entity or other third party or that is unlawful, misleading, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, that may cause annoyance or inconvenience or may restrict or inhibit the use of the Offr Portal by any other user or that constitutes or encourages conduct which may be considered a criminal offence or give rise to any civil liability in any jurisdiction. You are also responsible for ensuring that any data that you upload to the Offr Portal does not contain any malicious content or technologically harmful material which could damage Offr’s systems or compromise the Offr Portal and/or Offr Service.

Do not publish or disseminate unsolicited or unauthorised advertisements or promotional materials (including junk mail, spam, chain letters, pyramid schemes etc.) on the Offr Portal or to any other user of the Offr Portal.

You will not publish or disseminate any material that brings or may bring Offr into dispute or disrepute or in any way damages the standing or reputation of either Offr or the Offr Service.

The content standards set out in this clause 10.9 and clause 10.10 (“Content Standards”) apply to any and all material which you send to us via the Offr Portal and/or the Offr Website (“Contribution”). The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole. A Contribution must: (i) be accurate (where it states facts); (ii) be genuinely held (where it states opinions); and comply with the law applicable in Ireland and in any country from which it is posted.

A Contribution must not:

• be defamatory, offensive, hateful, deceptive, threatening, abusive or in contempt of court;
• promote sexually explicit material, violence, discrimination or any illegal activity;
• infringe any copyright, database right or trade mark of any other person;
• breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; or
• contain any advertising or promote any services or web links to other sites.

We will determine, at our discretion, whether a Contribution breaches the Content Standards

You must not misuse the Offr Portal by knowingly introducing viruses or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Offr Portal, the server(s) on which the any part of the Offr Portal is hosted or any other server, computer or database connected to the Offr Portal, or to reverse engineer or decompile it (except to the extent expressly permitted by law). You must not attack the Offr Portal via any form of denial-of-service attack.

By breaching clause 11.1, you may be committing a criminal offence. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.

We use reasonable endeavours to ensure that the Offr Portal is secure and does not contain or disseminate any viruses or material which is malicious or technologically harmful. However, we do not guarantee that the Offr Portal will be free from bugs, viruses or malicious code and we will not be liable for any loss or damage caused by viruses or other technologically harmful material that may infect your device, equipment, software, data or other proprietary material due to your use of the Offr Portal. We therefore recommend that you use your own virus protection software and scan regularly for the presence of viruses and other malicious or technologically harmful code on your device.

You are responsible for ensuring that any data that you upload to the Offr Portal does not contain any malicious content or technologically harmful material which could damage Offr’s systems or compromise the Offr Portal and/or Offr Service.

Offr is entitled to delay the sale of property (in full or in part) in cases where we suspect any criminal activity or any non-compliance with applicable anti-money laundering legislation without liability.

You confirm that any images, text, documents and/or data you share, upload or otherwise provide Offr in relation to these Portal T&Cs or your use of the Offr Services and/or Offr Portal including via any in-app chat support and if applicable, content uploaded to the Data Room (as outlined in clause 16) (“Your Content”) will not breach these Portal T&Cs.

We do not claim ownership in Your Content and ownership will remain with you (or the relevant third party owner). You grant Offr a perpetual, worldwide, non-exclusive, royalty free, transferable licence to use your data for the purpose of providing the Offr Portal and Offr Services, including but not limited to displaying, distributing, adapting, publishing, copying, editing, exploiting and creating derivative data relating to all such data (including, where applicable, allowing other users to see Your Content). Please note, this clause 12.2 does not apply to any content uploaded to the Data Room which shall be governed by clause 16.6.

You warrant that you are the owner of Your Content or you are otherwise authorised to grant us the above licence for any of content owned by a third party that you include in Your Content.

Offr (or our licensors, as applicable) owns all intellectual property rights in the Offr Service, all content displayed on the Offr Portal and the Offr Button, including but not limited to all trade marks, patents, copyrights, database rights and other intellectual property rights of any nature and all underlying software code (“Offr Content”). Those works are protected by copyright laws and treaties around the world. No right, title, or interest in or to the Offr Content is transferred to you, and you are only granted the limited use rights set out in these Portal T&Cs.

As long as you comply with these Portal T&Cs, Offr grants you a limited, non-exclusive, non-transferable, revocable licence for the term of these Portal T&Cs to access and use the Offr Portal:

• if you are acting in the course of your employment or business, for the internal business use of your employer or business only; and
• if you are acting as a consumer, for your personal use only.

You must not copy, scrape, extract, reproduce, modify, license to any third party, or sell or offer to sell to any third party any data from the Offr Portal including the Offr Portal itself. You agree not to use, or cause to be used, any manual or automated program, tool, or process, (including any scraper or spider robot), to extract, scrape, data mine, transmit, or publish, any part of the Offr Portal.

You will not interfere with or attempt to remove any trademark or copyright notices from any content on the Offr Portal.

Offr shall own all intellectual property rights in any derivative works created by Offr from any data you share with Offr or submit or upload as a result of using the Offr Portal and you waive any moral rights that you may have in any such data.

Excluding any content uploaded to the Data Room your “Transactional Information” is information about the way you use the Offr Portal, any property transactions you make or are involved in (e.g. property address, time and value of transaction, etc.) and any suggestion, enhancement request, recommendation, correction or other feedback. We shall have the right to collect and retain such Transactional Information in order to provide the Offr Service and any other ancillary services, as further detailed in the Privacy Notice. As such, you grant to us a worldwide, perpetual, irrevocable, royalty-free licence (with a right to grant sub-licences) to use and create derived data from the Transactional Information.

On request, we may grant you permission to incorporate Offr’s API (in the form of a button, customisable through the Offr Portal (“Offr Button”)) onto a website, software or application owned, or licensed, by you (the “User Platform”). If we do so, we are granting you a non-exclusive, revocable licence to use the Offr Button on your User Platform for the term of these Portal T&Cs. You agree that the Offr Button will link to a customisable version of the Offr Portal and your use of the Offr Button will be in accordance with these Portal T&Cs and any reasonable written guidelines or instructions provided by us from time to time.

Where we assist you to provide a customised Offr Button and customised display of the Offr Portal, you grant us a non-exclusive, limited, revocable licence to use your branding, logos and trademarks for the purpose of creating, displaying and providing the customised version of the Offr Button and Offr Portal to you (and your User Platform visitors). You warrant that you are the owner of such branding, logos and trademarks or you are otherwise authorised to grant us the above licence for any such branding, logos or trademarks used in the Offr Button and Offr Portal.

You must request prior approval for any other use of any Offr trademark, domain name, logo or branding. Offr shall review the proposed use within a reasonable time and shall not unreasonably refuse or delay approval, but any use may be made subject to reasonable conditions to protect Offr’s intellectual property rights.

You must comply with all applicable laws in listing a property, placing an offer on a property or completing the purchase of a property. On request, you shall provide to us any information which is reasonably required by us, including under any applicable laws.

Each prospective Purchaser must, before an offer on a property can be made, provide all information required pursuant or in relation to any applicable anti-money laundering laws or any other laws, as further outlined in the Private Treaty Terms and Auction terms.

Purchasers acknowledge and understand that a property may be sold or withdrawn prior to, or during, the time for which a property is marketed on the Estate Agent’s website (the “Marketing Period”), the Estate Agent shall determine the length of the Marketing Period in relation to that property.

Information for a property will be available for the Marketing Period to allow interested parties sufficient time to carry out their due diligence prior to placing an offer.

In the event of any issue arising which materially affects the viability of the property sale process, Offr reserves the right to, but is not obliged to, suspend or cancel its part in the process relating to the potential sale of a property. If this occurs, Offr will endeavour to provide all interested parties with as much notice as possible. Offr further reserves the right, up to the date of signature and exchange of a binding Contract for Sale, to declare all results of the process relating to the potential sale of a property as being null and void without any liability attaching to Offr whether under these Portal T&Cs, at common law or otherwise.

Offr may, without providing any reason, refuse to accept an offer on a property.

If there is a dispute over the conduct of any of the processes conducted on the Offr Portal, including in relation to the proposed sale of a property, over the placement of offers, or any other dispute relating to the conduct of the proposed sale of a property, Offr will make any appropriate investigations but Offr’s decision on the issue is final.

During the course of a Property Auction, each prospective Bidder will be notified through the Offr Portal once the Reserve Price for the subject Property Lot has been reached.

Offr provides a facility within the Offr Portal (the “Data Room”) which allows certain users (depending on their Digital Identity) to access the Contract for Sale, documents of title and other documents listed or referred to in the Contract for Sale relating to a property (“Legal Documents”). You will only be entitled to upload Legal Documents to the relevant Data Room if you are a Solicitor and your Digital Identity allows such uploads, all other users’ access is restricted to read-only.

As a Solicitor, you shall, to the best of your knowledge, ensure that any content uploaded to the Data Room is (and remains) accurate, complete and up-to-date.

Further and/or updated versions of the Legal Documents may be added to, and the Legal Documents may be removed from, the Data Room during the property sale process, by Offr at the request of an authorised Firm User (for example, in the event that documents are mistakenly uploaded) or by the relevant Firm User acting for any of the parties to the transaction with the correct Digital Identity.

It is your obligation to regularly review the Legal Documents and ensure they are accurate, complete and up-to-date.

No representation or warranty, express or implied, is made or given by Offr as to the adequacy, accuracy, reliability or completeness of the information in the Data Room or as to the reasonableness of any assumptions on which any of it is based. Offr will not be responsible for the content of, or otherwise reviewing, any Legal Documents uploaded to the Data Room.

We do not claim ownership in any Legal Documents and ownership will remain with you (or the relevant third party owner). You grant Offr a revocable worldwide, non-exclusive, royalty free, licence to use the Legal Documents for the purpose of providing the Offr Portal and Offr Services, including displaying and distributing the Legal Documents.

It is the Solicitor’s responsibility to obtain their client’s permission to use the Offr Portal and upload any documents on their behalf, each Solicitor must ensure it is acting in compliance with their legal and professional obligations to their client when using the Offr Portal, including complying with any applicable confidentiality obligations. For the avoidance of doubt, Offr gives no warranties or representations in relation to the obligations placed on Solicitors in this clause 16.7, nor does Offr check compliance of Solicitors with this clause 16.7.

Offr also provides a facility within the Offr Portal which allows the Vendor and Purchaser’s Solicitors (with the correct Digital Identities) during the Sale Agreed Period (as such term is defined in the Private Treaty Terms) to exchange communications and share the Legal Documents solely with each other that will not be generally available to other users of the Data Room.

The content on the Offr Portal is provided for general information only, it is not intended to amount to advice on which you should rely. Offr make no representations, warranties or guarantees, whether express or implied, that the content on the Offr Portal is accurate, complete or up-to-date. If you are relying on any content including content uploaded by another user then it is your responsibility to check such content is accurate, complete or up-to-date.

The Offr Service is provided for general information only. It is not intended to amount to advice on which you should rely.

It is strongly recommended by Offr that all interested parties make every effort to personally inspect a property and neighbouring area and where possible arrange to have it professionally surveyed prior to placing an offer on a property. Offr is a mere conduit for the property descriptions and shall not be responsible for any errors or omissions of description or for the condition of any property.

Offr accepts no liability for any information, statement, description, quantity or measurement contained in any advertisements or given orally or contained in any brochure, catalogue, letter, report, docket or hand out made available through the Offr Portal (“Marketing Information”). Such Marketing Information is passed through Offr as a mere conduit for illustration purposes only and is neither adopted by Offr as its own nor to be taken as matter of fact. Any mistake, omission, inaccuracy or mis-description given orally or in the form of any Marketing Information shall not give rise to any right of action, claim, entitlement or compensation against Offr.

We may make available to you written notes containing detailed information in relation to a property prepared by the Estate Agent (also available on their website) (the “Particulars”). You acknowledge, understand and agree that the Particulars have not been prepared by a solicitor and are not intended to form part of an offer or Contract for Sale.

Any plans and photographs shown on the Offr Portal are included for marketing purposes only. They are not necessarily drawn to scale and any arrows or outlines on plans or photographs are merely to assist you in finding a property, not for the purpose of indicating legal boundaries.

If Offr gives information, or a copy of a document, which has been provided by any third party, this is done solely on the basis that Offr is not responsible for the accuracy of that information or document.

Any estimates as to the current or future rental values affecting any property made by Offr are not to be treated as valuations but only estimates. You should consult your Professional Advisers to establish whether such estimates or suggestions are accurate.

You acknowledge and agree that we provide the Offr Portal (in accordance with these Offr Portal Terms) which in relation to the Property Auction and Private Treaty Sales (“Property Sales''), we simply act as a technology platform to facilitate such Property Sales and do not provide any advice or assistance relating to the bidding and eventual sale of any Property by way of either Property Sales. As such we are not responsible for actions taken by Bidders or Vendors via the Offr Portal and any participation in Property Sales is at your own risk. We expect and strongly recommend that all Bidders take standard precautions before participating in any Property Sales, for example and without limitation:

• taking professional advice from appropriate Professional Advisers in relation to either Property Auction and/or Private Treaty Sale, including a conveyancer (i.e. Solicitor) and, in appropriate cases, a chartered surveyor and an accountant;
• have the funds or finance available for the necessary deposits required (as defined in the Auction Terms and Private Treaty Terms) and eventual purchase price of the Property;
• carry out usual searches and make usual enquiries of the Property or engage Professional Advisers to do the same; and
• if applicable, consider with the chosen mortgage provider that the Property would be deemed suitable for mortgage lending purposes.

The conditions assume that the Bidder has acted like a prudent Bidder. If you choose to bid on a Property through a Property Auction and or a Private Treaty Sale without taking these normal precautions, you do so at your own risk.

Nothing in these Portal T&Cs will operate to exclude or limit either party’s liability:

• for death or personal injury caused by its negligence;
• for any fraud or fraudulent misrepresentation; or
• to the extent that such liability cannot be excluded or limited under applicable law (including under any consumer guarantees which apply to you).

Offr will have no liability to you (whether in contract, tort (including negligence) or otherwise) for any loss of profit, loss of revenue, loss of sales, business or business opportunity, loss of agreements or contracts, wasted expenditure, anticipated savings, damage to reputation or loss of goodwill, in each case, whether direct or indirect; or indirect, consequential or special loss.

Offr provides a platform which connects you to other parties and services (including with Third Party Providers), and tracks your involvement in, and facilitates your use of, those other services. If something goes wrong with those other services, Offr is not liable in any way and you should contact the relevant third party or service provider in relation to the same. Offr is not responsible for any advice given between users, for example Professional Advisers to their respective Purchasers and Vendors.

Subject to clauses 18.1, 18.2, 18.3, and 18.6, Offr’s aggregate liability to you under or in connection with these Portal T&Cs or your use of the Offr Portal and/or Offr Service for all claims, loss or damage , whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall not, in respect of all events occurring in any Agreement Year, exceed ten thousand euros (€10,000).

Subject to clause 18.4, If you are acting as a consumer (as defined under applicable laws), then in the event that the Offr Portal is deemed to be defective digital content that Offr has supplied, for example if the Offr Portal damages your device or other digital content owned by you, and this is caused by Offr’s failure to use reasonable care and skill, Offr will either repair the damage or pay you compensation. However, Offr will not be liable for damage that you could have avoided by following Offr’s advice to install the latest software update offered to you free of charge or for damage that was caused by you using the Offr Portal in a manner that Offr does not authorise, or for you failing have in place reasonable anti-virus software or the minimum system requirements required to use the Offr Portal.

For the purposes of this clause 18, “Agreement Year” shall mean a twelve (12) month period commencing on the date of first access by you of the Offr Portal or submission of your registration for an Offr account (whichever occurs first) and each anniversary thereof.

Offr is entitled to immediately temporarily or permanently withdraw your right to use the Offr Portal, Offr Website, any other Offr services and terminate any or all of these Portal T&Cs, Website T&Cs, Privacy Policy and Cookie Policy and revoke the licence and rights granted in clause 13.2 and if applicable, clauses 14.1and 16.1, (including disabling your login credentials), if you fail to comply with any provision of these Portal T&Cs.

Offr may temporarily suspend your login credentials if we suspect or detect (in our sole opinion) any suspicious or illicit activity (e.g. unusual login attempts).

Following termination of these Portal T&Cs for any reason:

• you shall immediately pay to Offr any fees due to Offr under these Portal T&Cs or any other applicable terms at the date of termination; and
• you shall (at your cost) return (or at our option, destroy) all copies any confidential information specified by Offr which are in your possession
• the rights granted in clauses 12.2, 13.6 and 16.6 shall persist post termination.

The termination for any reason of these Portal T&Cs shall not affect any right and/or liability of any party which has accrued before expiry or termination, or the continuance in force any provision of these Portal T&Cs which expressly or by implication is intended to survive termination.

In these Portal T&Cs, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

We may revise these Portal T&Cs to make minor and/or technical changes at any time by posting an update on this page or to make material changes by providing you with one month’s prior notice. Your continued use of the Offr Portal and Offr Service after any such change constitutes your acceptance of the new Portal T&Cs and they will be binding on you. You should therefore check this page from time to time to review the current version of the Portal T&Cs. These Portal T&Cs were most recently updated in March 2025.

We may transfer our rights and obligations under these Portal T&Cs to another organisation. We will always tell you in writing if this happens. You must not transfer your rights or your obligations under these Portal T&Cs to another person or entity unless we give you prior written consent.

These Portal T&Cs do not give rise to any rights for a third party to enforce any of these Portal T&Cs, except as expressly set out in these Portal T&Cs.

During the term of these Portal T&Cs, we shall be entitled to publicise the fact that these Portal T&Cs has been entered into between us and if applicable, to reference your name and logo on our promotional materials.

If Offr do not insist immediately that you do something you are required to do under these Portal T&Cs, or if Offr delay in taking steps against you in respect of you breaching these Portal T&Cs, that will not mean that you will not have to do those things, and it will not prevent Offr from taking steps against you at a later date.

If any provision or part-provision of these Portal T&Cs is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Portal T&Cs.

These Portal T&Cs (and any non-contractual obligations arising out of or in connection with these Portal T&Cs and any claim or dispute in relation to their formation) shall be governed by and construed in accordance with the laws of Ireland and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Ireland. Notwithstanding the foregoing, if you are acting as a consumer (as defined under applicable laws) when entering into these Portal T&Cs, you shall have the right to bring and defend claims in the courts located in your home jurisdiction.

If Offr need to contact you, we may do so using the contact details you provided upon registration with Offr.

You can contact Offr using the following details:

• Email: info@offr.io
• Telephone:+353 1 223 8727

If made available to you, you can also contact us by using the in-app chat support function within the Offr Portal. The Offr customer support team will normally respond to requests within one (1) business day.

By registering in a Property Auction (defined below) via the Offr Portal as a Bidder, Vendor, or Professional Adviser in relation to a Property Auction, you expressly agree to these Auction T&Cs. Please read these Auction T&Cs carefully, if you do not agree to these Auction T&Cs, you are not entitled to participate in the Property Auction and should stop using the Property Auction services within the Offr Portal immediately.

These Auction T&Cs shall be deemed incorporated into the “Offr Portal Terms” (available here) and made a part of the Offr Portal Terms for a Property Auction. Any defined terms set out in the Offr Portal Terms shall have the same meaning in these Auction T&Cs. So far as possible all provisions of these Auction T&Cs and the Offr Portal Terms shall be interpreted in such a way that they are consistent with each other, but if there is any conflict or ambiguity, these Auction T&Cs shall take precedence over the Offr Portal Terms.

These terms and conditions (“Auction T&Cs”) apply to all online bidding for property at auction sales conducted on the Offr Portal, the “Property Auction”. In these Auction T&Cs any reference to a “Property Lot” means the property or properties that a Vendor is proposing to sell, and Bidders are seeking to buy by way of a Property Auction.

You agree that these Auction T&Cs and the Offr Portal Terms constitute a legally binding agreement between the user of the Offr Portal for use of the Offr Portal as a technology platform to enable interested parties to participate in a Property Auction (“you”, “your”) and Offr Limited a limited liability company registered in Ireland (CRO Number 615047) having our registered office at Unit 6e, Nutgrove Office Park, Rathfarnham, Dublin 14 D14 A0X2 (“we”, “us”, “our”).

In these Auction T&Cs, any reference to a “Bidder” means a potential Purchaser who is participating in a Property Auction or Sold After process (defined below).

The Vendor’s Solicitor will upload the relevant legal documents, including the Contract for Sale and other documents listed or referred to in the Contract for Sale relating to a property into the Data Room (“Legal Documents”)and this will be available for download by all authorised parties. We recommend that you download and review the documents contained in the Legal Pack. For the avoidance of doubt, no additional Legal Documents relating to a Property Auction will be uploaded to the Data Room later than 5.30pm on the day prior to the Property Auction.

In addition to the disclaimers outlined in the Offr Portal Terms, you acknowledge and agree that we provide the Offr Portal (in accordance with the Offr Portal Terms) which in relation to the Property Auction, simply acts as a technology platform to facilitate such Property Auctions and does not provide any advice or assistance relating to the bidding and eventual sale of a Property Lot. As such we are not responsible for actions taken by Bidders or Vendors via the Offr Portal and any participation in a Property Auction is at your own risk. We expect and strongly recommend that all Bidders take standard precautions before participating in any Property Auction, for example and without limitation:

• taking professional advice from appropriate Professional Advisers in relation to the Property Auction, including a conveyancer (i.e. Solicitor) and, in appropriate cases, a chartered surveyor and an accountant;
• have the funds or finance available for the Auction Deposit (defined below) and eventual purchase price of the Property Lot;
• carry out usual searches and make usual enquiries of the Property Lot or engage Professional Advisers to do the same; and
• if applicable, consider with the chosen mortgage provider that the Property Lot would be deemed suitable for mortgage lending purposes.

The conditions assume that the Bidder has acted like a prudent Bidder. If you choose to bid on a Property Lot through a Property Auction without taking these normal precautions, you do so at your own risk.

Prior to a Property Auction, a prospective Bidder must have registered an account with the Offr Portal, registered to participate in Property Auctions and provided any required anti-money laundering and know your customer (“KYC”) verification checks in accordance with the Offr Portal Terms. You may also be required provide documents to prove you have the financial ability to complete the purchase of the Property Lot, such as a bank statement evidencing you have the required financing for the purchase of the Property Lot, the “Proof of Funds” if this has not already been pre-approved by the Estate Agent.

Prior to a Property Auction, a prospective Bidder must lodge an amount that will be set and required by the Estate Agent (acting on the advice of the Vendor) (the “Auction Deposit”). The prospective Bidder can lodge the Auction Deposit required, directly with the Estate Agent or via the Offr Portal by debit card, credit card or by bank transfer. Please note that for card payments, the Auction Deposit amount will be held on your card by the Payment Facilitator, but will not be taken from your card and subsequently transferred to the Estate Agent unless you become the Successful Bidder. All card payments made through the Offr Portal are processed by the Payment Facilitator and prospective Bidders may be subject to an Registration Fee (defined below).

Prospective Bidders may be subjected to a fee by the Estate Agent upon registering for an Auction, an amount that will be set by the Estate Agent (“Registration Fee”). The Registration Fee payment can directly be made to the Estate Agent or via the Offr Portal by debit card, credit card or by bank transfer. All card payments made through the Offr Portal are processed by the Payment Facilitator. Note that your bank may levy additional charges for each transaction.

If you are unsuccessful in the Property Auction, your Auction Deposit will be fully refunded to you, or released from your card, within 5 business days from the date of completion of the Property Auction. Once you are determined to be the Successful Bidder in the Property Auction, your Auction Deposit will immediately become non-refundable.

The price paid for the Auction Deposit will be set-off against the price payable for the Contract Deposit (defined below) when executing the Contract for Sale.

Unless stated otherwise each Property Lot is subject to a minimum price that the Vendor is prepared to accept for their Property Lot, as agreed between the Estate Agent and the Vendor prior to the Property Auction, the “Reserve Price”. If no bid equals or exceeds that Reserve Price during the Property Auction, the Vendor will be under no obligation to sell the Property Lot or award a Successful Bidder.

A potential Property Lot, offered by an Estate Agent for sale on behalf of a Vendor via the Offr Portal, will be available for inspection and marketing purposes for a set period of time (as determined by the Estate Agent acting on the Vendor’s behalf) on the Estate Agent’s website prior to the Property Auction (the “Marketing Period”) to allow interested parties sufficient time to carry out their due diligence prior to the Property Auction. It is your responsibility to carry out your own due diligence in relation to the Property Lot.

The proposed Property Lot may be removed during the Market Period and Offr, the Vendor and Estate Agent are under no obligation to offer a Property Lot for sale in a Property Auction after the Marketing Period or accept any offers submitted by potential Bidders during the Marketing Period.

The Estate Agent’s website and/or the Offr Portal may set out key Property Lot information for interested parties which may include:

• the Particulars;
• Reserve Price,
• the price at which a Property Lot is marketed for sale prior to the Property Auction, the “Guide Price”;
• Advised Minimum Value;
• booking viewings section; and
• legal documents section, in the case of the Offr Portal, the Legal Documents Vault.

The Bidder is strongly advised to review the information outlined in this clause 5.3, prior to participating in a Property Auction. However, such information is not a substitute for carrying out your own due diligence.

All bids are placed through the Offr Portal. If your bid is not accepted, we do not have to explain why.

If two or more Bidders submit identical bids, the first valid bid recorded by the Offr Portal shall take precedence.

During the course of a Property Auction, each prospective Bidder will be notified through the Offr Portal once the Reserve Price for the subject Property Lot has been reached.

On becoming the Successful Bidder in a Property Auction, you will automatically be deemed to have entered into a legally binding Contract for Sale with the Vendor to buy the relevant Property Lot; and you agree as follows:

• that you authorise the Estate Agent or its authorised representative, being an individual employed or engaged by the Estate Agent to oversee the Property Auction contracts (the “Authorised Signatory”), to execute the Contract for Sale (and/or any other required Property Auction contracts) on behalf of the Successful Bidder as agent for the Successful Bidder. Such execution will be effected electronically by using the Signature Partner unless the Successful Bidder requests to sign it manually;
• the Authorised Signatory will only have the authority granted under clause 6.1(a) and may only execute and exchange such Contracts for Sale (and/or any other required Property Auction contracts) on the day of the Property Auction, whether the Property Lot is sold at Property Auction , for the Reserve Price or more or Sold After;
• Offr may authorise the release of the Auction Deposit to the Estate Agent acting on behalf of the Vendor, to be held by the Estate Agent and/or the Vendor’s Solicitor as agent and not as stakeholder, and in accordance with the Contract for Sale; and
• you will within two business days from the date of completion of the Property Auction pay the balance of the required contract deposit under the Contract for Sale, which will be 10% of the highest valid bid amount plus VAT (if applicable) of the Property Lot (the “Contract Deposit”), to the Estate Agent, who will transfer such Contract Deposit in its entirety to the Vendor’s Solicitor.

Once a binding Contract for Sale has been executed, the Successful Bidder is obliged to buy the Property Lot at the highest valid bid amount plus VAT (if applicable) and proceed to completion of the transaction in accordance with the Contract for Sale.

In the event that a Property Lot does not sell on the day of the Property Auction, unless the Vendor instructs the Estate Agent otherwise, the Estate Agent may re-offer the Property Lot for sale within seven (7) days of the date of the Property Auction, by auction, Sold After or otherwise, through the Offr Portal. If the Property Lot is to be re-offered with an amended Reserve Price this must be agreed between the Estate Agent and the Vendor.

If the Property Lot is sold within seven (7) days of the date of the unsuccessful Property Auction by the Estate Agent at the Reserve Price (or agreed amended Reserve Price) the Estate Agent, a Solicitor or other such person appointed by the Estate Agent, may execute and exchange Contracts for Sale in respect of the Property Lot on the Vendor’s behalf electronically, by using the Signature Partner, or manually if requested by the Successful Bidder.

In the event a Property Lot does not sell at the Property Auction, the Estate Agent, acting on behalf of the Vendor will be entitled (but not obliged) to accept any offers submitted by Bidders registered in the Property Auction after such auction has ended (“Sold After”). In the event the Estate Agent accepts such an offer, the Bidder will be treated in the same manner as a Successful Bidder.

Once the Property Auction has been completed and a Successful Bidder has entered into the Contract for Sale, the Vendor (or Estate Agent acting on the Vendor’s behalf) agrees:

• [that it will use reasonable endeavours to ensure the Vendor’s Solicitor uploads the Legal Pack into the Data Room if the Solicitor has not already done so;]
• not to instruct us to advertise the Property Lot for sale through the Offr Portal;
• not to negotiate any terms for the sale of the Property Lot with anyone other than the Successful Bidder or persons confirmed to be acting on their behalf;
• not to send, instruct, or allow anyone else to send any Contract for Sale of the Property Lot to anyone other than the Successful Bidder’s Solicitor;
• to give such access to the Property Lot as may be reasonably required by a surveyor or valuer appointed by the Successful Bidder; and
• to supply all documentation, information and authority to enable your Solicitor to do all work necessary to complete the sale of the Property Lot as per the closing date specified in the Contract for Sale.

The Estate Agent, a Solicitor or other such person appointed by the Estate Agent to oversee the Property Auction contracts, may execute and exchange Contracts for Sale (and/or any other required Property Auction contracts) in respect of the Property Lot on behalf of the Vendor electronically by using the Signature Partner, unless the Successful Bidder requests for it to be signed manually. The Estate Agent or such Solicitor may exchange such Contracts for Sale on the day of the Property Auction and seven days thereafter, whether the property is sold at the Property Auction , for the Reserve Price or more or Sold After.

• to always act in a professional manner and in the Vendor’s best interests;
• to act only in accordance with the Vendor’s instructions in relation to the Property Lot; and
• once the Contract Deposit has been paid by the Successful Bidder (as outlined in clause 6.1(d)), that you will transfer such Contract Deposit as soon as reasonably practicable to the Vendor’s Solicitor.