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Exclusivity Program Addendum

Exclusivity Program Addendum

1. Purpose & Status


1.1 This Addendum sets the terms of BuySell’s Exclusivity Program under which eligible Member Agents may receive Seller Leads and Landlord Leads routed by BuySell. It forms part of, and is incorporated into, the Member Agent Terms & Conditions (the “Agreement”). Capitalised terms not defined here have the meanings in the Agreement. 

1.2 Order of precedence. Notwithstanding the “Conflict” section in the Agreement, this Addendum prevails over the Agreement for all matters relating to the Exclusivity Program. 

2. Definitions (Addendum-specific)


2.1 Business Hours (Cyprus): 09:00–17:00, Monday–Friday, Asia/Nicosia time (excluding Cyprus public holidays).
2.2 Seller Lead: An individual who, via the BuySell Platform, expresses interest to list a property for sale.
2.3 Landlord Lead: An individual who, via the BuySell Platform, expresses interest to list a property for rent.
2.4 Competing Portal: Any website or app primarily offering real-estate listings in Cyprus, including general classifieds with a property category, including without limitation: bazaraki.com, offer.com.cy, spitogatos.com.cy, home.cy, index.cy, anisad.com, incyprusproperty.com, and any successors, subdomains or mirror sites thereof.
2.5 Advertise / Advertising: Publishing or causing to be published any listing information (text, media, price or contact path) to attract buyers/tenants.
2.6 Indirect Advertising: Advertising conducted through a third party (e.g., co-broker, affiliate, franchisee, marketing agency) that results in the listing appearing on a Competing Portal.

3. Program Eligibility & Lead Allocation


3.1 Exclusive-only routing. Only Member Agents enrolled in and compliant with this Addendum are eligible to receive Seller Leads and Landlord Leads under the Program.
3.2 No guarantee. Lead volume/quality is not guaranteed and allocation is at BuySell’s discretion, consistent with the Agreement’s “Leads” clause. 
3.3 BuySell may modify routing rules, lead formats and allocation logic from time to time (reasonable notice to be given where practicable).


4. Exclusivity Obligation (Cyprus portals)


4.1 During the Term (Clause 11), the Member Agent shall not Advertise, directly or indirectly, any of its Cyprus property listings on any Competing Portal.
4.2 No Indirect Advertising. The Member Agent shall not authorise, instruct or permit any third party (including co-brokers) to publish the Member Agent’s listings on a Competing Portal.
4.3 Clarification. This restriction applies to online property portals in Cyprus. It does not restrict the Member Agent’s own website, offline signage/window displays, or neutral social posts that do not link to a Competing Portal.
4.4 Grace Period. Within 10 calendar days from the Effective Date (or Program enrolment, if later), the Member Agent must remove all affected listings from Competing Portals.

5. Service Levels (SLA)


5.1 Response SLA. The Member Agent shall respond to each Seller/ Landlord Lead within 2 hours during Business Hours, with 90% monthly compliance. Leads received outside Business Hours must be answered by 10:00 next Business Day. “Respond” means a personalised, substantive reply (not an auto-responder).
5.2 Lead Lifecycle. Minimum 5 contact attempts over 3 days; maintain status updates (contacted / viewing set / offer / let–sold / withdrawn) in the BuySell Platform
5.3 Redistribution. If the SLA is missed or statuses are not updated, BuySell may re-route the Lead without refund or replacement of benefits/credits.

6. Program Benefits


6.1 Credits. While compliant and enrolled, the Member Agent receives free promotion credits every 90 days (“Benefit Credits”).
6.2 Benefit Credits have no cash value and may be zeroed upon suspension or termination under this Addendum.
6.3 BuySell may vary credit denominations or eligible uses on 30 days’ notice (email suffices).

7. Monitoring & Verification


7.1 To verify compliance, BuySell may perform duplicate-detection crawls, test enquiries and reasonable audits of portal appearances.
7.2 The Member Agent will reasonably co-operate (including providing corrective certifications and evidence of takedowns where requested).

8. Breach & Penalties


Without limiting BuySell’s other rights under the Agreement: 
(a) First breach (Exclusivity or SLA): written warning and removal from lead rotation up to 30 days.
(b) Second breach (12-month lookback): suspension from the Program for 60 days and zeroing of the most recent tranche of Benefit Credits.
(c) Third breach (12-month lookback) or material/egregious breach: termination of Program participation (and may include account termination under the Agreement); Benefit Credits are zeroed.
(d) No refunds. Amounts already paid for subscriptions or Services are non-refundable in connection with any Program suspension/termination.

9. Lead Data & Privacy


9.1 Each party shall process personal data in accordance with the Agreement’s Data Protection terms; each is an independent controller for its own processing of Lead data. 
9.2 The Member Agent shall use Lead data solely for the relevant listing engagement (sale/letting) and shall not resell or use it for unrelated marketing, and shall honour data-subject rights and deletion requests under the Agreement. 

10. No Exclusivity Guarantee from BuySell


Participation is selective and does not grant territorial, category or volume exclusivity; BuySell may onboard other agents, including competitors of the Member Agent.


11. Term & Termination


11.1 Term. This Addendum begins on the Effective Date and continues until terminated under this Clause.
11.2 For convenience. Either party may terminate the Program on 30 days’ written notice.
11.3 For cause. Either party may terminate with immediate effect after a 7-day cure period for remediable material breaches, or immediately for serious/repeated breaches (including Clause 4).
11.4 On termination, eligibility for routed Seller/Landlord Leads and Benefit Credits ends immediately; Credits are zeroed; other Agreement terms continue as stated therein. 


12. Fees; Taxes; No Set-off


Program participation does not alter the Charges under the Agreement. All amounts are exclusive of VAT and payable under the Agreement; no set-off against penalties or suspensions.

13. Variations & Notices


Program rules and the illustrative Competing Portal list may be updated by BuySell on notice (email suffices). Any material adverse change permits termination under Clause 11.2.

14. Governing Law & Jurisdiction


This Addendum is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts, consistent with the Agreement. 

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