These Terms are between the person who registers (the “User”) and Cerulean Labs Limited, a company registered in Malta (“Cerulean”). Estate Hub, including Sales Hub, is Cerulean’s proprietary platform (the “Service”).
The User is not a client of Cerulean, pays no fee, and acquires no rights under any master service agreement between Cerulean and a property developer. Access exists only because a developer that pays for the Service (the “Developer”) has allowed its paid licence to be extended to the User. That extension is personal, non-exclusive, non-transferable, non-sublicensable, and revocable at will.
Acceptance. Registering, ticking acceptance, or continuing to sign in binds the User. If the User registers for, or in the course of working with, an estate agency, the User binds that agency and is jointly and severally liable with it. The User warrants that they are acting in the course of business as a property intermediary, and that they have authority to bind that agency.
No charge to the User. No fee is waived and no gift is made. The Developer has paid for the Service. The User receives only a limited permission to use it on the Developer’s behalf, for so long as Cerulean and the Developer allow.
Withdrawal. Cerulean, and the Developer through Cerulean, may suspend or end access to the User or to everyone on an access code, at any time, without notice, without giving a reason, and without compensation. This includes an expected commission, a hold that was still running, or a sale the User believed they were about to conclude. Ending access is not a breach.
No authority. The User is not Cerulean’s agent, partner, employee, or representative. Nothing on the Service authorises the User to bind Cerulean or to present Cerulean as the seller, the agent, or a party to a promise of sale. The User’s authority to deal with a purchaser, if any, comes only from the User’s own agency and from the Developer.
The Service is a display, not a promise. Unit status, price, area, finish, floor plan, render, availability, hold expiry, launch timing, and any answer published on the Service may be wrong, late, incomplete, or out of date. Holds may drop, be released, or be refused. Mail and on-screen notices may not arrive. The User must verify availability, specification, price, and timing with the Developer’s sales and legal teams before saying anything to a purchaser or taking any step that could bind a sale. The User relies on the Service entirely at the User’s own risk.
The User’s own acts. The User is solely responsible for every hold they place or release, every question they ask, every statement they make to a purchaser or to the Developer, and every failure to check the position before a buyer acts. An answer published on the Service is the Developer’s content. Cerulean does not adopt it.
No warranties. To the fullest extent permitted by law, the Service is provided “as is” and “as available”. Cerulean excludes every warranty, condition, or representation, whether statutory or otherwise, including any warranty of accuracy, availability, fitness for a particular sale, quiet enjoyment of a hold, or that a unit shown as available can be sold.
No liability. To the fullest extent permitted by law, Cerulean, its directors, officers, employees, contractors, and affiliates shall have no liability to the User, the User’s agency, a purchaser, or anyone claiming through them, for anything arising out of or in connection with the Service or these Terms. This includes errors, omissions, interrupted access, lost or corrupted data, a hold that expired or failed, a unit sold to someone else, wrong price or specification, a missed promise of sale, loss of commission, loss of a sale, loss of profit, loss of goodwill, and any other direct, indirect, incidental, special, consequential, or punitive loss, whether in contract, tort, negligence, statute, or otherwise. If, despite this clause, a court imposes liability, that liability is capped at one euro (€1) in aggregate for all claims. Nothing in these Terms excludes liability that the law of Malta does not allow to be excluded.
Indemnity. The User shall indemnify and hold harmless Cerulean, its directors, officers, employees, contractors, and affiliates, and the Developer whose licence was extended, against every claim, loss, liability, cost, and expense, including legal fees on a full indemnity basis, arising out of or in connection with: the User’s access or use; any statement, hold, or omission by the User; any sale, missed sale, or commission; any claim by a purchaser, agency, or Developer; any breach of these Terms; and any allegation of the same, whether or not the allegation is well founded. Cerulean may take over the defence and the User shall cooperate. The User shall not settle a claim without Cerulean’s prior written consent. This indemnity is unlimited and survives the end of access.
Intellectual property. The Service, including its software, databases, selection and arrangement of information, workflows, maps, screen layouts, text, and visual organisation, is an original work and the confidential information and exclusive intellectual property of Cerulean. Copyright, database right, and all other rights are reserved. No ownership passes to the User. The User receives no licence other than the revocable permission in these Terms.
No copying. The User shall not copy, download for reuse, scrape, photograph for the purpose of imitation, reverse engineer, or disclose the Service, except to the extent mandatory law expressly permits. The User shall not, during access or for twenty-four (24) months after access ends, develop, commission, finance, or assist any system that reproduces the workflows, selection, arrangement, or visual organisation of the Service, or that is built from knowledge gained through access. The User agrees that such conduct is a breach of these Terms and a misuse of Cerulean’s confidential information and intellectual property. Cerulean may seek an injunction, delivery up, an account of profits, and damages, and need not prove a specific monetary loss to obtain urgent relief. The User shall not assist any other person to do any of these things, and shall not share a login. Access codes may be used only as Cerulean and the Developer intend, by the registered User.
Confidentiality. Prices, availability, holds, purchaser details, plans, and anything the User sees inside the Service are confidential. The User shall use them only to perform the User’s ordinary sales work for the relevant Developer, and shall not export them to build a list, a tool, or a rival service.
Changes. Cerulean may change these Terms at any time by posting the new version. Access after that posting is acceptance. If the User does not agree, the User must stop and sign out.
Law. These Terms are governed by the laws of the Republic of Malta. The courts of Malta have exclusive jurisdiction. Clauses 8, 9, 10, 11, and 12 survive the end of access. If part of a clause is unenforceable, it is limited to the extent required, and the remainder stays in force. The User may not assign these Terms. Cerulean may.
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