B4REAL Terms and Conditions
If you browse, use or otherwise access any content or data on the B4Real platform in any manner, you agree to be bound by these terms and acknowledge that you have read, fully understand and agree with the terms and conditions set out in this document.
1. Acceptance of B4REAL user terms
The B4Real Platform, B4Biz Wallet, B4Biz Treasury Wallet and associated services are offered by Us and the B4Real User Terms govern your use of the B4Real Platform, B4Biz Wallet and B4Biz Treasury Wallet.
2. Amendments to B4REAL user terms
We may make material amendments to the B4Real User Terms, including changing our fees and charges, on 30 days’ notice.
Your continued use of the B4Real Platform and B4Biz Wallet after this notice period will be deemed to be your consent to any amendments, changes, or updates (as the case may be). We reserve the right to amend or withdraw the B4Real Platform, cease support or charge for any service provided through the B4Real Platform at any time, subject to any notice periods required at law.
We may make non-material amendments to the B4Real User Terms at any time. You should regularly review the B4 Real User Terms as there may be non-material changes from time to time that affect your use of the B4Real Platform and associated services.
To access or use certain parts of the B4Real Platform, you must become a B4Biz Member (including the creation of a B4Biz Wallet) and you must register to use the B4Real Platform (“Membership“).
The B4Biz User Terms regulate the requirements for becoming a B4Biz Member and use of the B4Biz Wallet. Information on how to become a B4Biz Member and create a B4Biz Wallet is available at www.b4biz.digital.
When registering to use the B4Real Platform, you must use the username created upon becoming a B4Biz Member (to ensure that your B4Biz Wallet can be linked to your B4Real Platform registration) and provide us with accurate, complete and up to date registration information, as requested.
Upon completion of your B4Real Platform registration, you are able to link your B4Biz Wallet to your B4Real Platform account so that you can transact through the B4Real Platform.
You represent and warrant to us that:
- where you are an individual, you are over the age of 18 years;
- you are able to form a binding legal contract and have the capacity to be bound by the B4Real User Terms;
- you have read and understand each of the B4Real User Terms; and
- all information you have provided (including personal information of the officeholders of the B4Biz member, where the member is a corporation) is true, accurate and complete and that you are solely responsible for ensuring that the information you enter into the B4Real Platform and/or your B4Biz Membership account is up to date. It is your responsibility to promptly inform us of any changes to your registration or membership information.
By registering to use the B4Real Platform, you authorise us to verify your personal details (or the personal details of your officeholders, where the member is a corporation) and complete ‘Know Your Customer’ identification checks and verification, which we may do directly or indirectly via our subsidiaries, related entities or third parties.
We do this by making such inquiries as we consider necessary and we may require you to provide us with one or more forms of valid identification.
We may, in our sole discretion, accept or reject an application to use the B4Real Platform.
This Agreement will continue until termination in accordance with these B4Real User Terms.
5. Fees and charges
Access to the B4Real Platform is currently made available to you free of charge, but you acknowledge that there may be fees payable:
- by Selling Agents for listing of properties on the B4Real Platform. The Selling Agents may pass these listing fees onto you (in addition to any other fees and commissions that may be payable to them as your sales agent) if they have listed the property on your behalf;
- by Sellers for completing a sale transaction via the B4Real Platform using our B4Biz Wallets; and
- by Buyers for completing a purchase transaction via the B4Real Platform using our B4Biz Wallets.
These fees are as set out on the B4Real Platform from time to time and are payable in addition to any fees and charges payable for use of the B4Biz Wallet when entering into exchange transactions or redeeming B Dollars or other currencies.
You agree to pay our fees:
- if you are a Seller, upon completion of the sale transaction through the B4Real Platform, by way of deduction from the Digital Currency held in the B4Biz Treasury Wallet on your behalf (which is hereby authorised); and
- if you are a Buyer, on transfer into the B4Biz Treasury Wallet of Digital Currency to satisfy either the deposit or the purchase price payable under the purchase contract, whichever is the earlier. We will hold the Digital Currency representing our fees in the B4Biz Treasury Wallet until completion of the purchase contract occurs upon which, we are hereby authorised to pay our fees from the Digital Currency held on your behalf in the B4Biz Treasury Wallet; and
if any Transaction fails to complete, the Seller and Buyer must pay our fees as are set out on the B4Real Platform from time to time or otherwise determined by us acting reasonably (and we are hereby authorised to pay our fees from the Digital Currency held on any parties behalf in the B4Biz Treasury Wallet).
For the avoidance of doubt, where a contract for the sale and purchase of real property using digital currency for any part of the consideration is entered into following the buyer being introduced to the seller through use of the B4Real Platform, the parties must only transact any digital currency component through us and our B4Biz Wallets under these B4Real User Terms.
We then charge a fee to the buyer and seller in consideration of use of the B4Real Platform and/or B4Biz Wallet to facilitate the use of Digital Currency in the settlement process and acting as escrow agent (Facilitation Fees).
6. Use of B4REAL
Acknowledgements by you
You acknowledge and agree that:
(a) we are not acting as a real estate agent by providing the B4Real Platform. Our role is that of publisher and digital currency payment facilitator, on the escrow terms and conditions set out in this document;
(b) we do not receive any commissions for introduction of buyers to sellers and vice versa;
(c) any transaction relating to the sale or purchase of a property listed on the B4Real Platform and/or introduced to you through the B4Real Platform involving digital currency must be completed, to the extent legally possible, through the B4Real Platform and via your B4Biz Wallet; and
(d) you will pay our Facilitation Fees with respect to each transaction introduced to you through the B4Real Platform as consideration for facilitating use of Digital Currency for payment of the transaction consideration and use of the B4Biz Treasury Wallet, in accordance with the escrow terms and conditions set out in this document.
You are solely responsible (legally and financially) for the activities conducted through your Membership, including unauthorised use of your B4Biz Wallet.
You must ensure the security and confidentiality of your Membership details and B4Biz Wallet, including your username and password. You agree that you will not do anything to prejudice the security or privacy of your Membership, your B4Biz Wallet or the B4Real Platform.
You must notify us immediately if you become aware of any unauthorised use of your Membership. You must not permit your Membership to be used by (excluding use by authorised officeholders where you are a Corporation) or transferred to any other person, including by way of disclosure of your user ID and password.
When choosing your user ID and password, you should refrain from using easily identifiable, accessible or predictable information such as your birthday, telephone number or a recognisable part of your name or other similar details.
We do not take any responsibility for unauthorised access to your Membership or use of your B4Biz Wallet, other than due to our direct act or omission.
We are not responsible for unauthorised access for any reason (including an Act of God, electronic interference or internet issues) which are outside our reasonable control.
You agree that you will:
(a) not use the B4Real Platform:
(i) in breach of any applicable laws or regulations or for any unlawful purpose;
(ii) to solicit money, passwords or personal information from any person for an improper purpose;
(iii) to harm, abuse, harass, stalk, threaten or otherwise offend others;
(iv) to transmit junk mail, engage in spamming or the sending of unsolicited emails or instant messages;
(v) to intentionally or unintentionally violate or encourage any conduct that would violate any applicable local, state, national or international law;
(vi) to promote, encourage or engage in terrorism, violence or financial contribution to terrorism or other illegal activities;
(b) not interfere with or damage or attempt to override any software or data associated with the B4Real Platform;
(c) ensure that the operating system and security software used on your device is up-to-date;
(d) not use any robot, spider, or other device or process to mine, retrieve, index, or in any way reproduce, modify or obtain data from the B4Real Platform;
(e) not use any automated scripting tool or software;
(f) not, except to the extent permitted by law, modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the B4Real Platform or cause any other person to do so; or
(g) ensure that you treat our employees with courtesy at all times and not threaten, harass, abuse, assault, use offensive language towards, defame or repeatedly and unnecessarily contact our employees, contractors or agents or otherwise cause them distress or discomfort; or
(h) delete any attributions or legal or proprietary notices on the B4Real Platform.
We reserve the right to, in our sole discretion, suspend or terminate your Membership or access to all or any part of the B4Real Platform for any reason, including if we believe you are abusing the services in any way or have breached the B4Real User Terms.
7. Escrow terms of service
Where parties agree to undertake a Transaction, the parties acknowledge and agree that they must only transact any digital currency component through us and our B4Biz Wallets using Digital Currency.
Further, the parties acknowledge and agree that the following terms and conditions apply with respect to completion of the Transaction, constitute written instructions to us from the parties and, to the extent possible at law, are deemed to be implied into any contract relating to the Transaction:
(a) where the:
(i) deposit for the Transaction is being paid in Digital Currency, the Buyer must ensure that that Digital Currency having value equal to the deposit is paid or transferred into the B4Biz Treasury Wallet on the due date for payment;
(ii) whole or any part of the consideration for the Transaction is being paid in Digital Currency, the Buyer must ensure that Digital Currency having value equal to the Digital Currency proportion of the consideration for the Transaction plus Digital Currency equal to any outstanding Facilitation Fees owing by the Buyer are paid or transferred into the B4Biz Treasury Wallet 2 Business Days prior to the scheduled settlement date for the Transaction,
(b) each party irrevocably appoints us as escrow agent, and we hereby accept such appointment, to hold and release the Escrow Wallets in accordance with the terms of this document;
(c) we must release the Escrow Wallets as follows:
(i) upon receiving written confirmation of settlement of the Transaction from or on behalf of both the buyer and the seller, the whole of the Escrow Wallets to the Seller or in the manner directed by the Seller, after deducting Digital Currency equal to any Facilitation Fees owing by the Seller and the Buyer to us; and
(ii) upon receiving written confirmation of termination of the Transaction from or on behalf of both the buyer and seller, to the party or parties and in the proportions that both seller and buyer direct (after deducting any Digital Currency equal to any Facilitation Fees owing by the Seller and/or the Buyer to us); and
(iii) if there is a dispute between the parties as to who is entitled to the Escrow Wallets and such dispute is unable to be resolved by the parties, then upon receipt of an order of a Court of competent jurisdiction directing transfer of the Escrow Wallets (after deducting any Digital Currency equal to any Facilitation Fees owing by the Seller and/or the Buyer to us);
(d) a written confirmation under this clause must be given on the form we make available for this purpose from time to time and may be signed or given on behalf of a party by a lawyer that represents them;
(e) the value of the Escrow Wallets held in the B4Biz Treasury Wallet with respect to the Transaction (and for the purpose of any contract for the Transaction) will be fixed on the date on which any Digital Currency is transferred into a B4Biz Treasury Wallett (“Lock-In Date”). No interest will be earned on the Escrow Wallets however, the party entitled to the Escrow Wallets bears the risk of any downward fluctuation in the value of the Escrow Wallets and receives the benefit of any upward fluctuation in the value of the Escrow Wallets between the Lock-In Date and the completion date of the Transaction (or other date of release of the Escrow Wallets);
(f) we will issue a holding statement to the buyer and seller upon deposit of any funds relating to the Transaction into the B4Biz Treasury Wallet;
(g) our only duties and obligations as escrow agent are as set out in this document and as required by law;
(h) we are not liable for:
(i) any failure or inability of either the buyer or the seller to perform or comply with the provisions of these B4Real User Terms or the Transaction contract;
(ii) or to any person for anything done by us in good faith in relation to acting as escrow agent and relying on any authority or notice, or purported authority or notice, or acting under the general authority in these escrow terms, notwithstanding that a signature is later found not to be genuine or any other fact or circumstance not known to us at the time the Escrow Wallets are released;
(iii) nor will we incur any liability for acting and relying upon any direction, request, waiver, consent, receipt or other paper or document which we reasonably believe to be genuine and duly authorised;
(iv) any loss suffered or incurred by any party as a consequence of the payment of any of the Escrow Wallets into the B4BizTreasury Wallet;
(v) any error of judgement or for any act done or step taken or omitted by us in good faith, or for any mistake in fact or law, or for anything which we may do or refrain from doing in connection with these B4Real User Terms and our role as escrow agent, except for our own negligence or fraud;
(i) we may rely on any authority or notice, or purported authority or notice, or any Court order without enquiring as to the genuineness of any signature appearing on it;
(j) nothing in this document or otherwise requires us to pay an amount exceeding the Escrow Wallets to any party;
(k) the Buyer warrants and assures all parties that it is the legal owner of the Digital Currency deposited to any Escrow Wallet;
(l) you indemnify us and must keep us indemnified from and against any claim, cost, expense or liability (including legal costs on a full indemnity basis) (“Claim”) however arising, made against, suffered or incurred by us in connection with acting as escrow agent for your Transaction except where such Claim arises from our own wilful misconduct, or fraud. It is not necessary for us to incur an expense or make a payment before enforcing this indemnity. Each indemnity in this document is a continuing obligation, separate and independent from the other obligations of the parties and survives the termination of these B4Real User Terms and completion of the Transaction; and
(m) you acknowledge that we are not a party to any contract or agreement relating to the Transaction and are not bound by the terms of such contract or agreement. We will be bound by the terms set out in this document notwithstanding any inconsistency with the Transaction contract or agreement and the terms of this document will prevail to the extent of any inconsistency.
8. Our intellectual property
When you are accepted as a B4Biz Member, we grant to you a revocable, non-exclusive, royalty free, non-transferable licence to install and use one copy of the B4Real Platform on your personal computer and a portable device.
You must not re-sell, sub-license, rent, lease, claim ownership in or otherwise distribute the B4Real Platform. You acknowledge that we may revoke or suspend your license in our absolute discretion where your use of our Intellectual Property is for a prohibited purpose or you otherwise breach these B4Real User Terms.
All rights, title and interest to the B4Real Platform, B4Biz Wallet and any related Intellectual Property are owned by us. No Intellectual Property Rights will transfer or be assigned to you from us.
You acknowledge that any unauthorised reproduction by you of any proprietary information provided or available via the B4Real Platform or any portion of it may result in legal action being taken.
You expressly agree that we may, without further notice to you, offset any losses that we suffer against currency held in your B4Biz Wallet.
You agree not to copy, modify, adversely effect, reverse engineer, hack into or insert malicious code into the B4Real Platform or any related software (“Prohibited IP Actions”).
You appoint us as your attorney to assign to us, any rights you acquire as a result of Prohibited IP Actions without further notice.
9. Limitation of liability and indemnity
(a) You agree and acknowledge that you are solely responsible for any activities or actions using the B4Real Platform and your B4Biz Wallet and in respect of any transaction arising from the B4Real Platform. We do not accept responsibility for any loss or damage incurred by you or any third party as a result of your use of the B4Real Platform or your B4Biz Wallet, unless the loss is a direct result of our negligent actions or omissions.
(a) You agree that:
(i) We accept no liability or responsibility in the event that any transaction does not proceed or does not achieve the desired returns or benefits and we give no representations or warranties in relation to any transaction or a seller or buyer.
(ii) you have not entered into any transaction in reliance on any representations or warranties made by us, including any guides or information made available on the B4Real Platform and you shall not be entitled to make a claim against us or any of our representatives or advisors for any liability in respect of any such material.
(iii) you will take all reasonable endeavours to make you own enquiries and request further information from your lawyers, accountants and advises before entering into any transaction.
(b) We will use our best endeavours to provide you with continuous and fault-free operation of the B4Real Platform and the other services we provide however, we cannot guarantee this and technological failures or delays may prevent us from doing so. We accept no liability whatsoever for any technological failures or delays relating to the B4Real Platform or for any loss you suffer resulting from any interruption, delay in operation or transmission, virus, communications failure or equipment or software malfunction.
(c) To the extent permitted by law, we:
(iv) exclude all conditions, warranties and consumer guarantees implied by law into this agreement that are capable of being excluded;
(v) exclude all liability for consequential, special, exemplary, incidental or indirect loss or damage, special or punitive damages including loss of opportunity, loss of revenue, loss of data, loss of profits, loss of customers, loss of capital, loss of or damage to reputation; and
(vi) exclude all liability arising from any delay in performance or breach of our agreement with you which arises directly or indirectly from any matter beyond our control including, without limitation, viruses, unavailability of services by our internet or cloud service provider, defects or failure of the server hosting the B4Real Platform and cyber attack.
To the extent that our liability for breach of any consumer guarantee, condition or warranty cannot be excluded, you agree that our liability is limited to the resupply of the service or the cost of having the relevant service resupplied.
(d) The B4Real Platform may contain third party content. We are not responsible for and we make no representations or warranties with respect to any third party content or our failure to monitor or moderate such content. For the avoidance of doubt, we will not be taken to have uploaded, posted, transmitted or otherwise made material available on the B4Real Platform simply by facilitating others to post or otherwise make such material available. We do not endorse any opinion, advice or statement made by any person other than us.
(e) We do not make any representation or warranty that any material on the B4Real Platform will be reliable, accurate or complete and we accept no responsibility for any errors or omissions. We will not be liable to you for any loss resulting from any action or decision by you in reliance upon the material on the B4Real Platform.
(f) You indemnify us against any liability, loss, damage, cost and expense or claim (including legal costs on a solicitor and own client basis) incurred or suffered by us as a result of:
(i) breach by you of these B4Real User Terms;
(ii) any claim brough by a third party in connection with any material uploaded or submitted by you to the B4Real Platform;
(iii) your use of and access to the B4Real Platform, including the uploading or posting of material to the B4Real Platform and any material we make available to you;
(iv) any failure by you to pay our Facilitation Fees.
Provided that you do not have any current, unsettled Transactions pending in the B4Real Platform, you may terminate your use of the B4Real Platform at anytime by uninstalling all associated apps and software.
If you enter into a Transaction after terminating use of the B4Real Platform you must apply for membership again and comply with your obligation to only transact any digital currency component through us and our B4Biz Wallets using Digital Currency.
We reserve the right to, in our sole discretion, terminate your Membership or access to all or any part of the B4Real Platform by notice to you for any reason, including if we believe you are abusing the services in any way or have breached the B4Real User Terms.
For the avoidance of doubt, any fees payable by you are not refundable or rebateable on termination of your use of the B4Real Platform.
Your use of the B4Real Platform and these terms are governed by the laws of New South Wales. The parties irrevocably submit to the jurisdiction of the Courts of New South Wales and the Commonwealth of Australia.
Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.
Digital Currency means the digital or cryptocurrency acceptable for use on the B4Real Platform, as listed on www.B4Biz.digital from time to time.
Related Entity has the meaning given to it in the Corporations Act 2001;
Transaction means a transaction for the sale and purchase of real property using digital currency for any part of the consideration where the buyer was introduced to the seller through use of the B4Real Platform.
We, us means, jointly and/or severally as the case may be Black Tie Holdings Pty Ltd, Black Tie Holdings Licensing Pty Ltd, Black Tie Holdings Treasury Pty Ltd, Black Tie Remit Pty Ltd, Black Tie DCE Pty Ltd or any other Related Entity.
B4Biz Wallet means the Digital Currency wallet allocated to your Membership account upon registration and maintained by Black Tie Holdings Licensing Pty Ltd.
B4Biz Treasury Wallet means the Digital Currency wallet maintained by Black Tie Holdings Treasury Pty Ltd as an escrow account for the sole purpose of holding Digital Currency as escrow agent in accordance with the escrow terms and conditions set out in this document