Terms & Conditions

TERMS AND CONDITIONS

(1) "Viacole Ltd", a company registered in England and Wales with company number [13907054] and having its registered office at [C/O universal accountancy Ltd, Kings house, 202 Lower High Street, WD17 2EH] ("We", "Us", "Our");

(2) You, the user of the Viacole website and/or service ("You", "Your").

Background

(A) Viacole Ltd operates an online portal ("Portal") that connects buyers and sellers of luxury assets including real estate, yachts, private aviation, vehicles and private islands.

(B) We introduce buyers and sellers but does not facilitate sales. Upon request, we may take deposits or send representatives to view listings.

(D) Viacole Ltd is not liable for any returns, refunds, or damages. Listings are owned by sellers and we advertise them on sellers' behalf.

(E) The App is powered by Viacole Ltd's regulated partner. Viacole Ltd does not hold users' financial or personal data directly.

(F) Viacole Ltd reviews sellers' legal documents but does not guarantee to inspect every listing. Viacole Ltd vets buyers but does not guarantee approval or refund unsuccessful vetting.

(G) Viacole Ltd may provide limited free access to the Portal or App at its discretion.

1. Definitions

1.1. "Agreement" means these terms and conditions.

1.2. "Portal" means the online portal located at www.viacole.co and operated by the Company.

1.3. "App" means the onboarding application provided by the Company.

1.4. "Company" means Viacole Ltd.

1.5. "User" means you, the individual entering this Agreement.

1.6. "Listing" means details of goods/services offered for sale on the Portal by a Seller.

1.7. "Buyer" means a User seeking to purchase goods/services through a Listing.

1.8. "Seller" means a User offering goods/services for sale through a Listing on the Portal.

1.9. "Commissions" means the fees agreed between the Company and a Seller.

1.10. "Membership payments" means the fees paid by a Userto access the Portal and App.

1.11. "Deposit" means any monies taken by the Company to secure a Listing.

1.12. "Vetting" means the Company's process for reviewing Users and Listings.

2. Access and Use

2.1. Eligibility. You represent that you are legally able to enter into this Agreement and use the Portal/App under applicable law.

2.2. Accounts. You are responsible for maintaining the confidentiality of your account login details and you shall be responsible for all activities that occur under your account. The Company does not guarantee the identification of unauthorized access to your account.

2.3. Purpose of use. You agree to use the Portal/App only for the purpose of connecting with Buyers and Sellers as intended. You shall not use the Portal/App for any unlawful, unauthorized or inappropriate purposes.

2.4. Conduct. You shall not misuse the Portal/App, disrupt other Users or the Company, or violate others' privacy or intellectual property rights when using the Portal/App.

2.5. Availability. While the Company aims to provide you with continuous access to the Portal/App, the Company does not guarantee uninterrupted, error-free, or secure operation of the Portal/App. The Company has the right to suspend access to the Portal/App for maintenance purposes from time to time.

2.6. Compliance with law. You agree to comply with all applicable local, national and international laws, rules and/or regulations in your use of the Portal/App.

2.7. Changes to terms. The Company reserves the right to change or modify the terms of this Agreement or any policy or guideline of the Portal/App at any time and in its sole discretion. Any changes will be effective upon the posting of the revised Agreement or policy on the Portal/App. Your continued use of the Portal/App after such changes constitutes your acceptance of the new terms.

3. User Content

3.1. License of Content. By providing any content to the Company and/or through the Portal or App, the User grants the Company a worldwide, non-exclusive, royalty-free, transferable license to use, store, copy, distribute, publish, transmit and display that content for the purpose of operating the Portal and App and providing the services.

3.2. Accuracy of Content. The User represents, warrants and undertakes that any content they provide is accurate, complies with all applicable laws, and does not infringe any third party rights.

3.3. Compliance of Content. The User is solely responsible for ensuring all content they provide complies with all applicable laws. The Company may remove any non-compliant content at any time without notice or liability.

3.4. Removal of Content. The Company may remove any content from the Portal or App for any reason in the Company's sole discretion, including if a complaint is received regarding that content. The Company is not obligated to store, return or provide any user with access to their removed content.

3.5. No Endorsement. The presence of a user's content on the Portal or App does not amount to endorsement of the user or their content by the Company. The Company makes no representations or warranties about any content.

3.6. Indemnity. The User will indemnify the Company against all claims, damages, losses and costs arising from any content they provide to the extent such claims are due to: (i) a breach of clauses 3.2 or 3.3; or (ii) any claim that the content infringes third party rights.

4. Intellectual Property

4.1. Ownership of IP. We own all intellectual property rights in the Portal, App, logos, designs, text, graphics, software and other materials.

4.2. Ownership of User Content. Users own intellectual property rights in their profile information and Listings.

4.3. License to Use Content. Users grant us a royalty-free, worldwide, perpetual license to use, copy, store, display, reproduce, modify and distribute their content via the Portal and App.

4.4. Prohibited Use of Content. Users must not copy, modify, distribute or make commercial use of other users' or our content without permission.

4.5. Removal of Infringing Content. We may remove any content that infringes intellectual property rights or breach this Agreement.

4.6. Indemnity. Users shall indemnify us against all claims and costs arising from intellectual property infringement by their content or breach of this section.

4.7. No Challenge of Ownership. Users shall not challenge or interfere with our ownership of intellectual property rights in the Portal, App or materials.

5. Payment

5.1. Membership/subscription fees. The User shall pay the applicable membership or subscription fee as set out on the Portal. Fees shall be payable annually in advance. If the User cancels their membership after the initial term, the Company shall be under no obligation to refund any fees already paid.

5.2. Commissions. The Seller shall pay commission to the Company on the completion of any sale at the rates agreed and set out in the Seller's account. Commission shall be payable within 14 days of completion. If commission is not paid, the Company may suspend or terminate the Seller's membership.

5.3. Deposits. The Company may take a deposit from a Buyer on a Seller's behalf, to be held on trust for the Seller. If the sale does not complete for any reason, the deposit shall be refunded to the Buyer within 14 days. Any dispute over a deposit shall be referred to mediation under the Dispute Resolution clause.

5.4. Refunds. No refunds shall be given except where expressly provided for in this Agreement. Any claim for a refund must be made within 30 days. Refunds shall be processed within 14 days and issued via the original payment method where possible.

5.5. Payment processing. Payments made via the App are processed by our FCA-regulated payment partner, authorisedand regulated by the Financial Conduct Authority. The Company is not responsible for currency exchange rates applied by third party payment processors.

6. Disclaimers

6.1. The Company makes no representation as to the accuracy, completeness, correctness, timeliness, or reliability of any listings, descriptions, images or other content posted on the Portal or App by Users.

6.2. The Portal and App are provided on an "as is" and "as available" basis without representations or warranties of any kind, either express or implied, including, but not limited to implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement.

6.3. To the maximum extent permitted by applicable law, the Company disclaims all representations and warranties regarding the availability, operation and use of any third party websites, content or services linked to or made accessible by the Portal or App.

6.4. The Company makes no warranty that the functions contained in the Portal or App will be uninterrupted or error-free, that defects will be corrected, or that the Portal, App or server is free of viruses or other harmful components.

6.5. The Company makes no representation or warranty regarding any User's ability to transact on or through the Portal or App or comply with any applicable laws.

6.6. The User acknowledges that the Portal and App may not meet the User's individual requirements and it is the User's sole responsibility to ensure the Portal and App are suitable, secure and appropriate for the User's intended use and purposes.

7. Limitation of Liability

7.1. The Company shall not be liable for any losses, damages or expenses incurred by the User including loss of profits, business, revenue or anticipated savings.

7.2. The Company's total liability shall not exceed the total membership/commission fees paid by the User in the 12 months prior to the claim.

7.3. The Company shall not be liable for failure or delay due to matters beyond its reasonable control including system failures,third party software or services.

7.4. The Company shall not be liable for any indirect, special or consequential losses such as loss of data, loss of opportunity or damage to reputation.

7.5. The Company is not responsible for any content, goods or services provided by Users/Sellers accessed via the Portal/App.

7.6. The User acknowledges the limitations in clauses 7.1 to 7.5 are reasonable in light of the Company's business model and fees and form an essential part of this agreement.

8. Indemnity

8.1. The User shall indemnify, defend and hold harmless the Company against any losses, damages, costs or expenses incurred by the Company as a result of any third party claims or actions arising from:

(a) The User's breach of this Agreement or violation of any applicable laws or regulations.

(b) Any inaccurate or misleading information provided by the User.

8.2. The Company shall indemnify, defend and hold harmless the User against any losses, damages, costs or expenses incurred by the User as a result of any third party claims or actions arising from:

(a) The Company's breach of this Agreement or violation of any applicable laws or regulations including data protection laws.

(b) Unfair commercial practices by the Company.

8.3. If an indemnified party receives notice of any third party claim or action, it shall:

(a) Promptly notify the other party in writing of such claim or action.

(b) Give the other party sole control over the defence and settlement of such claim or action.

(c) Provide all reasonable assistance to the other party (at the other party's expense) in relation to the defence and settlement of such claim or action.

8.4. Neither party shall be liable to indemnify the other party for claims or actions arising from the other party's negligence, wilful misconduct or breach of this Agreement.

9. Termination

9.1. Termination by the Company. The Company may terminate this Agreement at any time by giving 30 days' written notice to the User. The Company may also terminate this Agreement immediately and without notice if:

(a) the User is in material breach of any term of this Agreement;

(b) the User fails to pay any fees due to the Company;

9.2. Termination by the User. The User may terminate this Agreement at any time by giving 30 days' written notice to the Company.

9.3. Post-Termination Actions. Upon termination, the User's account will be deactivated and the User will no longer have access to the Portal or App. Any listings associated with the User will be removed from the Portal.

9.4. Continued Obligations. Termination shall not relieve either party of any obligations arising prior to termination, including intellectual property rights, disclaimers, limitations of liability and indemnities.

9.5. No Refunds. The User is not entitled to any refund of fees paid if this Agreement is terminated, unless required by law.

9.6. Notice Procedure. Any notice of termination must be given in writing, which includes email. Notice will be deemed received on the date personally delivered or transmitted.

10. General

10.1. Governing law and jurisdiction. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

10.2. Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

10.3. Waiver. A waiver of any right under this agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.4. Variation. Except as set out in this agreement, any variation, including the introduction of any additional terms and conditions, to this agreement shall only be binding when agreed in writing and signed by us.

10.5. Third party rights. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

10.6. Notices. Any notice or other communication given to a party under or in connection with this agreement shall be inwriting and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office.

10.7. Force majeure. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.

10.8. Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Additional terms for Viacole’s platform

Code of Conduct

Users must interact with professionalism, discretion, and respect at all times. Viacole reserves the right to suspend or terminate access to any user who acts in a manner inconsistent with the platform’s high standards.

AML and KYC

Viacole may conduct identity verification, AML screening, and other due diligence checks prior to granting access to certain listings, in compliance with applicable financial regulations. Users may be required to provide identification or documentation at our discretion.

Non-Circumvention

Users agree not to bypass or attempt to bypass any broker, intermediary or agent introduced via the Viacole platform. Any attempt to circumvent established business relationships may result in suspension or termination of access.

Platform Use Disclaimer

Viacole is a curated marketplace that introduces parties but is not a party to any transaction. We do not verify title, valuation or legal standing of listings unless expressly stated. All users are responsible for their own due diligence.

By accessing or using the Viacole platform, you agree to these Terms and Conditions.

Viacole Ltd