CRM Provider Terms and Conditions
Last Updated 24 June 2019
Terms & Conditions for CRM Providers
"We", "our", "us", “JustProperty” refers to JRD Group DMCC and its subsidiaries, employees, officers, agents, affiliates or assigned parties.
"Website" refers to justproperty.com.
"You", "Your" or refers to you as the CRM provider.
"Client" refers to the company using the CRM services to publish on the Website.
“Terms” refers to these Terms & Conditions for CRM Providers
These Terms are effective between you and us as of the date you accept these Terms, and you do so by default through providing CRM services through the Website.
The following are the standard terms and conditions that apply to all CRM providers for JustProperty clients.
1. Your obligations. In accessing, using, or feeding data through an XML feed or API, you agree that you will not:
1.1. Undertake any action that will impose a burden or make excessive traffic demands on our infrastructure that we deem, in our sole discretion to be unreasonable or disproportionate site usage;
1.2. Transmit spam, chain letters, contests, junk email, surveys, or other mass messaging, whether commercial in nature or not;
1.4. Reproduce, republish, retransmit, modify, adapt, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Website or any content on the Website, except as expressly authorized by us;
1.5. Transmit or attempt to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature;
1.6. Obscure or block correct data from being uploaded via our XML or API; or upload misleading or incorrect data via our XML or API.
2. You acknowledge that:
2.1. These Terms is a separate agreement from the agreement between the Client and JRD Group DMCC (“Client Terms and Conditions”).
2.2. You must ensure that the data sent by the Client is in the correct XML format, following our correct XML specifications, is not corrupt, and is valid data.
2.3. You must ensure that the Client validates all data uploaded via our XML and/or API. Any data provided by any law, regulation, or otherwise, must also be validated with the Client, before feeding to the Website. Such validation shall include, but is not limited to permit number and permit date being valid, as well as, the party listing the property being a match to the party that the permit was issued to. The Client shall not allow any properties to be fed to the Website if the permit is invalid for any reason. Failure to comply with this clause may, in our discretion, result in such action as we feel necessary to cure the violation. Such may be the case, within our discretion, that the client is thereafter prohibited from providing any feeds to our Website.
2.4. You must notify us immediately if you become aware that you have breached any of these requirements, any of the data transmission guidelines or any other requirement applicable pursuant to this Agreement or the Data Processing Agreement in relation to data that you upload. When notifying us you must also provide a list of all subscribers and listings that are affected.
2.5. You must comply with all of the provisions of the Data Processing Agreement outlined below.
3. Important Note:
3.1. The CRM provider should have a traceable record of performance within the UAE to link with our system and we reserve the right to refuse any provider that does not meet this requirement.
3.2. You must be available to provide support to the clients using your service.
(a) The client must first contact you for support if they have any issues with transferring their property data to JustProperty.
(b) You must be available during UAE business hours Sunday to Thursday to provide support to the clients using your service. For the purposes of this clause, “local business hours” means the hours of 9am to 6pm, Sunday to Thursday, in the place where your clients are located.
(c) You must check your data processing log files daily to ensure there are no technical problems preventing the transfer of property data to JustProperty.
4. JustProperty xml setup and functional specifications
4.1. The JustProperty XML format specification will be provided to you. It is then your responsibility to ensure that your computer system is capable of generating the appropriate data files to be sent to JustProperty in the correct XML format.
4.2. It is your responsibility to ensure that data is being transferred to the satisfaction of the client.
4.3. We will provide you with the required technical support to highlight any incompatibilities in your feed and it is your responsibility to rectify the problem
4.4. We will activate clients’ feed after receiving a written confirmation from the client with the feed link
5. Agreement Term, Suspension or Termination of Service
5.1. This Agreement continues until terminated in accordance with the provisions of these Terms.
5.2. Unless otherwise stated in the Agreement, this Agreement shall remain in effect until such time that you are no longer feeding data to JRD Group DMCC via XML and/or API.
5.3. We may terminate this Agreement by giving you 7 days written notice if you breach any provision of this Agreement and fail to rectify the breach within 7 days of being given a notice to rectify the breach.
5.4. Should you continue to use the Service following termination of the Agreement, you shall remain liable for any and all costs incurred by you.
5.5. You acknowledge and agree that termination of this Agreement pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Agreement and we reserve our right to enforce such obligations and liabilities in any event.
6. Packages, Fees and Payment
6.1. Full payment in advance is the only acceptable forms of payments associated with these Terms.
6.2. We reserve the right to revise and amend these Terms at any time without notice. By continuing to provide CRM services via Propertyfinder XML, you are agreeing to be bound by this Agreement.
6.3. We reserve the right, at our sole discretion, or if required by law, to add Value added tax or other similar tax or duty (VAT) on the provision, sale or supply of any goods and/or services which are the subject matter of these Terms, at the appropriate rate for such goods and/ or services to any invoices issued under or in connection with these Terms from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such VAT in addition to the purchase price for such goods and services.
7. Limitation of Liability and Indemnity
7.1. To the maximum extent allowable by UAE law, we:
(a) Excludes all conditions and warranties that might otherwise be inferred into this Agreement, whether those warranties are express or implied
(b) Will not be liable to you for any consequential, special or indirect loss or damage (including, but not limited to loss of opportunity, loss of revenue and loss of profits)
(c) Limits its liability for breach of any non-excludable condition or warranty to, at its option, the greater of resupplying the Service or paying the cost of having the Service resupplied
(d) Limits its liability in respect of any other claim in connection with this Agreement, whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under this Agreement.
7.2. We will not be liable under this Agreement to the extent that liability is caused by any failures due to software or Internet errors or unavailability, or any other circumstances beyond our reasonable control.
7.3. We may put in place such systems as we from time to time see fit to prevent automated programs being used to obtain unauthorized access to our system and this Site. We shall not be liable to you for any consequences arising out of or in connection with any such use or attempted use of automated programs to obtain unauthorized access to our system or this Site.
7.4. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with these Terms.
7.5. We will not be liable for any loss or damage caused by a virus, distributed denial of service attack or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading of any content on it, or any website linked to it.
7.6. Nothing in these Terms will be deemed to exclude our liability to you for death or personal injury arising from our negligence, or for fraudulent misrepresentation.
8.1. We will deal with a contact person nominated by the client (“Technical Contact”) in relation to any technical difficulties experienced with the clients’ use of the Service. As of the agreement with the subscriber.
8.2. The Service is designed to receive the JRD Group DMCC XML file sent by you, validate the data and then enter the valid data into the Propertyfinder database.
8.3. No delay or failure by us to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice our rights.
8.4. You must not assign the Agreement without our written consent.
8.5. The Agreement (together with any documents referred to in the Agreement or provided by us at the same time as the Agreement) comprises the entire agreement. It supersedes all prior understandings, agreements or representations.
8.6. If any term of the Agreement is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.
8.7. We may revise these Terms at any time by amending this page. We may from time to time change the content of this Site or suspend or discontinue any aspect of this Site, which may include your access to it. Any amendments to these Terms will be made available on the website and the date of update shall appear.
8.8. This Agreement is governed by the laws of England and Wales, except to the extent only that the data protections laws of another jurisdiction shall apply.
8.9. Any dispute, difference, controversy or claim arising out of or in connection with this contract with a claimed amount of AED 1,000,000 or less, 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 Small Claims Tribunal of the Dubai International Financial Centre (“the DIFC SCT”).
8.10. Any further dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“the DIFC Courts”).
Data Processing Agreement
This Data Processing Agreement (“Agreement“) forms part of the Terms between the Company and the Data Processor.
Either may be referred to as Party or together as Parties.
(A) The Company acts as a Data Controller.
(B) The Data Processor wishes to provide an XML feed and/or API access to the Company, which may imply the processing of personal data, to the Data Processor.
(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)., and all such further legal framework in countries where the Parties are Processing or making any Transfer of Personal Data.
(D) The Parties wish to lay down their rights and obligations.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
1.1.1 “we", "our", "us", “Data Processor”, “JustProperty” means JRD Group DMCC and its subsidiaries, employees, officers, agents, affiliates or assigned parties.
1.1.2 “you", "your" or "the Company" means you, who is either a CRM and/or Software Provider.
1.1.3 “Agreement” means this Data Processing Agreement and all Schedules;
1.1.4 “Client” means a third party who is contracted to JRD Group DMCC for the provision of JRD Group DMCC service and subject to JRD Group DMCC’s Client Terms and Conditions.
1.1.5 “Company Personal Data” means any Personal Data Processed by the Company from and on behalf of a Client.
1.1.6 “Contracted Processor” means a Subprocessor;
1.1.7 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country whereby data is processed or a Data Transfer is made to or from;
1.1.8 “EEA” means the European Economic Area;
1.1.9 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
1.1.10 “GDPR” means EU General Data Protection Regulation 2016/679;
1.1.11 “Data Transfer” means:
184.108.40.206 a transfer of Company Personal Data from the Company to the Data Processor; or
220.127.116.11 a transfer of Company Personal Data from the Company to a Contracted Processor.
1.1.12 “Services” means the feeding of any data via XML or API to JRD Group DMCC.
1.1.13 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Company in connection with the Agreement.
1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing”, “Supervisory Authority”, and “Transfer” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
2. Processing of Company Personal Data
2.1 Company and Processor shall:
2.1.1 comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and
2.2 The Company instructs Processor to process Company Personal Data.
3.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Parties shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
4. Data Subject Rights
4.1 Taking into account the nature of the Processing, the Parties shall assist the one another by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of obligations, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
4.2 The Parties shall:
4.2.1 promptly notify the other Party if it receives a request from a Data Subject under any Data Protection Law in respect of Company Personal Data; and
4.2.2 ensure that it does not respond to that request except on the documented instructions of the Data Controller or as required by Applicable Laws to which the Processor is subject, in which case any Processor or Sub-Processor shall to the extent permitted by Applicable Laws inform the Data Controller of that legal requirement before the Data Processor or any Contracted Processor responds to the request.
5.1 Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement at such other address as notified from time to time by the Parties changing address.
6. Governing Law and Jurisdiction
6.1 This Agreement is governed by the laws of England and Wales, except to the extent only that the data protections laws of another jurisdiction shall apply.
6.2 Any dispute, difference, controversy or claim arising out of or in connection with this contract with a claimed amount of AED 1,000,000 or less, 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 Small Claims Tribunal of the Dubai International Financial Centre (“the DIFC SCT”).
6.3 Any further dispute, difference, controversy or claim arising out of or in connection with this Agreement, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, shall be subject to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre (“the DIFC Courts”).