Standard Terms & Conditions

1. Definitions

‘Agreement’ means the signed Order Form together with these Standard Terms.

‘Customer’ means the entity identified as Customer in the Order Form.

‘Services’ means the products and services described in the Order Form, including HomeStaging, Visual Insights, and VPP & Monetization.

‘VPP’ means Virtual Product Placement, the insertion of branded or commercial visual content within property images displayed on the Customer’s platform.

‘VPP Revenue’ means gross revenue received by PropTexx from VPP advertisers attributable to placements on the Customer’s platform, less applicable ad-serving costs and taxes.

‘Revenue Share’ means Customer’s contractual percentage of VPP Revenue as specified in the Order Form.

2. Intellectual Property & Processed Images

2.1 Ownership of Inputs

Customer retains all ownership rights in original property images and listing content uploaded or made available to PropTexx (‘Input Content’).

2.2 Processed Outputs

PropTexx grants Customer a non-exclusive, royalty-free, revocable licence to use AI-processed images (‘Processed Images’) solely for display on the Customer’s platform during the term of the Agreement. Processed Images may not be resold, sublicensed, or used for AI training by Customer without PropTexx’s prior written consent.

2.3 PropTexx Technology

All PropTexx AI models, algorithms, software, and associated intellectual property remain the sole and exclusive property of PropTexx. Nothing in the Agreement transfers any ownership rights in PropTexx Technology to Customer.

3. Confidentiality & Proprietary Information

Each party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law. ‘Confidential Information’ includes pricing, technical specifications, revenue figures, customer data, and proprietary workflows. Obligations survive termination for a period of three (3) years.

4. Data Rights & AI Training

PropTexx may use anonymised and aggregated data derived from Processed Images to improve its AI models, provided no personally identifiable information or Customer-specific commercial data is exposed. PropTexx shall not use Input Content or Customer listing data to train AI models for third parties competing with Customer without prior written consent.

5. GDPR & Data Protection

PropTexx processes personal data as a Data Processor on behalf of Customer (the Data Controller) in accordance with EU Regulation 2016/679 (GDPR). PropTexx maintains appropriate technical and organisational measures to protect personal data. A Data Processing Agreement (DPA) is available upon request and incorporated by reference. Customer is responsible for ensuring its collection and provision of personal data complies with applicable data protection laws.

6. VPP Revenue Reporting, Audit & Controls

6.1 Monthly Revenue Reports

PropTexx shall provide Customer with a monthly VPP Revenue Report by the 10th calendar day of the following month. The report shall include, at minimum:

• Total gross VPP impressions served on the Customer’s platform
• Total gross VPP Revenue attributed to the Customer’s platform
• Applicable deductions (ad-serving costs, taxes, refunds)
• Net VPP Revenue for revenue share calculation
• Customer’s Revenue Share amount payable for the period
• Cumulative year-to-date figures

6.2 Attribution Methodology

VPP Revenue is attributed to a Customer’s platform based on the originating placement URL or platform identifier logged at ad-serving time. PropTexx uses a last-click attribution model unless an alternative is agreed in writing. Where a placement spans multiple platforms, revenue is allocated pro-rata based on verified impression counts.

6.3 Quarterly Settlement

Payments of Customer’s Revenue Share are settled quarterly within thirty (30) days of the end of each calendar quarter. Payments are made by bank transfer to the account designated by Customer. PropTexx shall accompany each payment with a reconciliation statement showing the calculation of the amount paid.

6.4 Dispute Resolution for Revenue

If Customer disputes a Revenue Report or settlement amount, it must notify PropTexx in writing within thirty (30) days of receipt. The parties shall use reasonable endeavours to resolve the dispute within fifteen (15) business days. Undisputed amounts remain payable on schedule. If unresolved, the dispute proceeds to arbitration per Section 10.

6.5 Audit Rights

Customer shall have the right, upon thirty (30) days’ prior written notice, to audit PropTexx’s VPP revenue records relating to Customer’s platform, at Customer’s expense, no more than once per calendar year. PropTexx shall provide reasonable access to the relevant records, subject to the confidentiality obligations of Section 3. If an audit reveals an underpayment exceeding five percent (5%) of the audited period’s amount, PropTexx shall bear the reasonable cost of the audit and remedy the underpayment within fifteen (15) business days.

6.6 CPMA Rate Card

Cost Per Mille Advertising (CPMA) rates for VPP placements are set in PropTexx’s published rate card, available at proptexx.com/rate-card. PropTexx reserves the right to update the rate card with thirty (30) days’ notice. Customer’s Revenue Share is applied to actual net VPP Revenue realised at the prevailing rate, not to list-rate projections.

7. Non-Circumvention

During the term of the Agreement and for a period of six (6) months after its termination or expiry, Customer shall not directly or indirectly solicit, engage, or contract with any VPP advertiser introduced by PropTexx through the Services without PropTexx’s prior written consent. PropTexx undertakes a reciprocal obligation with respect to Customer’s advertisers or media relationships disclosed in connection with the Agreement.

8. Warranty, Indemnity & Liability Cap

8.1 Warranties

Each party warrants that it has the legal authority to enter into the Agreement and that it will comply with all applicable laws in connection with its obligations. PropTexx warrants that the Services will be provided with reasonable care and skill. PropTexx does not warrant that the Services will be uninterrupted or error-free.

8.2 Indemnity

Each party (‘Indemnifying Party’) shall indemnify and hold harmless the other party from and against any claims, damages, costs, and losses arising from the Indemnifying Party’s breach of the Agreement, negligence, or wilful misconduct.

8.3 Liability Cap

To the maximum extent permitted by applicable law, neither party’s total aggregate liability under or in connection with the Agreement shall exceed the total amounts paid or payable by Customer to PropTexx in the twelve (12) months preceding the event giving rise to the claim. Neither party shall be liable for indirect, consequential, special, incidental, or punitive damages.

9. Force Majeure & Marketing Rights

9.1 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, war, civil unrest, pandemic, governmental restrictions, internet infrastructure failures, or third-party platform outages (‘Force Majeure Event’). The affected party must notify the other within five (5) business days of the Force Majeure Event and use reasonable endeavours to mitigate its effects.

9.2 Marketing Rights

Customer grants PropTexx a non-exclusive right to reference Customer’s name, logo, and platform as a customer or partner in PropTexx’s marketing materials, case studies, and website, subject to Customer’s prior written approval of each such use, which shall not be unreasonably withheld.

10. Dispute Resolution & Arbitration

The Agreement shall be governed by and construed in accordance with the laws of France. Any dispute, controversy, or claim arising out of or in connection with the Agreement shall be finally resolved by arbitration under the Rules of the International Chamber of Commerce (ICC). The seat of arbitration shall be Paris, France. The arbitration shall be conducted in English. The award shall be final and binding on both parties.

11. General Provisions

11.1 Entire Agreement

The Agreement (Order Form together with these Standard Terms) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

11.2 Amendments

PropTexx reserves the right to update these Standard Terms at any time. Material changes will be communicated to active Customers with at least thirty (30) days’ notice via email or Order Form amendment. Continued use of the Services after the notice period constitutes acceptance. The version in force at the time of signing the Order Form governs, unless updated by mutual written agreement.

11.3 Severability

If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Waiver

No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right.

11.5 Assignment

Neither party may assign or transfer any of its rights or obligations under the Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.