Last Updated: 14 September 2023

These Terms of Service (“Terms”) govern your use of the services available on www.prophero.net, and all related websites and mobile applications (collectively, “Services”). The Services are provided by PROPHERO – FZCO (“PropHero”, “we”, “us”).

These Terms are effective between you and us as of the date when you start using the Services or the date you accept these Terms, whichever is earlier.

DEFINITIONS

“Affiliate”

means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Content”

means information developed or obtained by PropHero or via third party content providers and made available to you through the Services or pursuant to an Order Form.

“Contract”

means the Order Form, these Terms, and the DPA, together.

“Customisations”

means any such bespoke customisations as we may, in our sole discretion, provide you with in addition to the Services. Any such customisations offered will be set out in a separate Order Form to the Services.

“Data”

means electronic data and information submitted by you, excluding content and non-PropHero applications.

“Data Protection Agreement”

hereinafter “DPA” shall be a reference to the document found at the following link and made a part of these Terms pursuant to clause 14.2. herein.

“Malicious Code”

means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form”

means an ordering document or subscription order form, in physical or online form, specifying the Services and any Customisations to be provided hereunder by PropHero, that is entered into between you and us.

“Services”

means the services available on www.prophero.net, and all related websites and mobile applications.

“PropHero CRM for Brokers and Agents”

means the services designed for brokers and agents.

“Start Date”

shall mean the date provided on the Order Form outlining when the Contract shall commence.

“Term”

shall have the meaning provided in clause 12.1.2. herein.

“User”

means an individual who is authorized and permitted to use a Service, as an owner, operator, or authorized employee, who is subject to these Terms hereto. All Users will be accessing the Services through an account, purchased as a subscription, and to whom you (or, when applicable, us at your request) have supplied a User identification and password (for the Services utilizing authentication). Users may include, for example, your employees, consultants, contractors and agents, and third parties with which you transact business. You are responsible that any party using your account or subscription is aware of and abides by all the provisions to the Terms hereto.

“we”, “us”, “our”, or “PropHero”

means PROPHERO – FZCO and its employees, officers, agents, affiliates, or assigned parties.

“you”, “your”, or “Client”

means you, a User, the company or other legal entity for which you are accepting these Terms, and Affiliates of that company or entity, which use the Services.

CONTRACT

2.1. Acceptance. You acknowledge and agree that you have read, understood and agree to all the terms of the Contract when submitting the Order Form as follows:

• by placing your electronic signature on the Order Form; or
• by signing a hard copy of the Order Form.

2.2. Authorization. If you are entering into the Contract on behalf of a company or any other legal person you warrant and represent you are authorised to enter into the Contract.

2.3. Contracted Parties. The Contract shall be between us and you and does not extend to cover any company or other legal person affiliated to you (including a subsidiary). No other company or legal person may use the Services under this Contract and must enter into a separate Contract with us.

2.4. Conflict of Terms. In the event of any conflict between these Terms and the Order Form, these Terms shall prevail.

USE OF SERVICES AND CONTENT

3.1. Subscriptions. The Services and access to all Content provided as set out in the Order Form. You acknowledge and agree that you have read, understood and agree to these Terms when placing your electronic signature on an online Order Form or by signing a hard copy Order Form. We reserve the right to reject any Order Form to provide the Services at our absolute discretion including but not limited where we believe that you do not comply with these Terms.

Any free services are provided by us, at our sole discretion, for the duration and under the conditions we determine from time to time.

Any Customisations to the Services will be provided in our sole discretion and we reserve the right to refuse to provide any Customisations. You will only be provided with the Services as set out in the Order Form and you will only be entitled to Customisations as an additional service to the Services.

Additional subscriptions may be added via a new Order Form during the Term as an add on to the underlying subscription pricing, prorated for the portion of that Term remaining at the time the additional subscriptions are added. Any added subscriptions will terminate on the same date as the base subscription’s Term. All pricing of subscriptions is subject to an Order Form presented by us.

PRODUCTS

The following Product(s) may fall part of the Services, these will be identified on the Order Form and may include the following:

• PropHero CRM for Brokers and Agents Services may include:
  • Listings Management
  • Contacts Management
  • Leads Management
  • Viewings Management
  • Deals management
  • Reports
  • Dashboard
  • Settings

EMAILS AND PASSWORDS

The Client shall, and shall procure that each User, keep email and password for the use of the Services secure and confidential and shall not reveal the email and password to any other person, and shall not share login credentials with any other person, regardless of whether such person is an employee of the Client’s company or not.

The Client acknowledges and agrees that the Client shall be wholly responsible for all activities that occur through the use of the Client and/or the User’s emails and passwords. The Client shall immediately notify us of any unauthorized use of the emails and/or passwords.

CUSTOMISATIONS

4.1. We may, in our sole discretion, offer you certain Customisations to the Services. These Customisations will be in addition to the Services and you are only eligible for Customisations in the event you have subscribed to the Services.

4.2. You acknowledge and agree that any such Customisations will be offered on a case by case basis and will be a one-time service. We reserve the sole discretion to refuse any Customisations based on our internal evaluation.

4.3. You acknowledge and agree that we are providing you with the Customisations as a one-time service that may be a bespoke service. We are under no obligation to provide you with further additional customisations other than what is stated on the Order Form or ensure that the Customisations become part of any renewing Services.

4.4. Customizations may incur additional costs, which will be specified in the Order Form.

RESPONSIBILITIES

5.1. Our Responsibilities. We will make the Services and Content available to you pursuant to these Terms and the applicable Order Forms, as well as provide applicable PropHero standard support for the Services as outlined on your Order Form, and use commercially reasonable efforts to make the online Services available…

FEES AND PAYMENT

6.1. The Services will not be activated until full payment has been provided whether in bank transfer, post dated cheques, credit card payments, or cash or other forms of payment as stipulated by Order Form…

PROPRIETARY RIGHTS AND LICENSES

7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, we and our licensors and content providers reserve all of our/their rights, title and interest in and to the Services and Content and its Affiliates, including all of our/their related intellectual property rights…

COUNTRY SPECIFIC TERMS

16.1. United Arab Emirates

16.1.1. Governing Law. This Contract is subject to and governed by the laws of the United Arab Emirates.

16.1.2. Jurisdiction. Any dispute, difference, controversy or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the jurisdiction of the Dubai Courts.