UAB „Autosel“, the operator of the website ntsel.lt, represented by its director Aliona Varec (hereinafter — the Portal), and the real estate agency or broker that has accepted this Agreement electronically (hereinafter — the Agency/Broker), hereinafter jointly referred to as the Parties, have concluded this agreement (hereinafter — the Agreement):
1. Definitions
1.1. Portal — the website ntsel.lt and UAB „Autosel“, which operates and administers it.
1.2. Agency/Broker — (a) a legal person lawfully carrying out real estate agency activities in the Republic of Lithuania and complying with the requirements of the Lithuanian Law on Real Estate Agents' Activities, including the requirements concerning the qualification of brokers acting on its behalf, or (b) a natural person — a real estate broker holding a valid broker qualification certificate and entitled to carry out real estate brokerage activities independently, without a separate agency, in accordance with the legal acts of the Republic of Lithuania.
1.3. Listing — information placed by the Agency/Broker on the Portal about real estate offered for sale or rent.
1.4. Content — Listing texts, photographs, floor plans, video material and other material provided by the Agency/Broker.
1.5. Terms — the Portal's terms of use published on the ntsel.lt website, which form an integral part of this Agreement.
1.6. Service Fee — remuneration for the placement of Listings and/or additional services (promoting a listing, highlighting, advertising, broker plans and the like).
2. Subject matter of the Agreement
2.1. The Portal grants the Agency/Broker the right to place Listings on the Portal in the manner set out in this Agreement and the Terms, and the Agency/Broker undertakes to comply with the requirements of the Agreement and the Terms.
2.2. The Terms form an integral part of this Agreement. In the event of a conflict between the provisions of the Terms and this Agreement, the provisions of this Agreement prevail.
3. Service Fee and settlement procedure
3.1. As of the date of acceptance of this Agreement, the basic Listing placement service is provided to Agencies/Brokers free of charge, subject to the limits on the number of active listings set out in the Terms.
3.2. The Portal reserves the right, at its own discretion, to introduce a fee for the basic Listing placement service and/or to change the amount of a fee already applied.
3.3. The Portal must inform the Agency/Broker of each such decision in writing (by email to the address provided by the Agency/Broker during registration and/or by a notification in the Agency/Broker's account) no later than 3 (three) months before the date on which the new fee or its change takes effect.
3.4. A new fee or a change thereto does not apply retroactively and takes effect only from the date indicated in the notice.
3.5. If the Agency/Broker does not agree with the new fee, it has the right to terminate this Agreement in writing, free of charge and without any sanctions, before the date on which the fee takes effect.
3.6. If the Agency/Broker does not terminate the Agreement before the date on which the new fee takes effect and continues to use the Portal's services after that date, it is deemed to have agreed to the new fee.
3.7. Additional services (promoting a listing, highlighting, advertising, broker plans with higher listing limits and the like) are always provided for a separate fee according to the Portal's current price list (Annex No. 1), which is made known to the Agency/Broker before ordering such a service; the prices of these services may change without observing the time limit set out in clause 3.3, provided the Agency/Broker is informed no later than 15 calendar days in advance.
4. Intellectual property rights
4.1. The design of the Portal's website, its software, database, the “ntsel.lt” trademark and other content created by the Portal are the exclusive property of the Portal.
4.2. By placing Content on the Portal, the Agency/Broker grants the Portal a non-exclusive, royalty-free, worldwide licence to use, reproduce, publicly display, distribute and technically process (including changing the format or size of photographs) this Content to the extent necessary to provide the Portal's services and to carry out the Portal's marketing. This licence is valid for the term of the Agreement and for a reasonable period after the removal of a Listing, where necessary for archiving, compliance with legal requirements or dispute resolution.
4.3. The Agency/Broker confirms and warrants that it holds all rights to place the Content (including copyright in the photographs and the consents of property owners or landlords to the publication of their property's data and visual material), and that the Content does not infringe the rights of third parties. The Agency/Broker shall compensate the Portal for all losses arising from third-party claims related to unlawful Content.
4.4. The Portal does not acquire ownership rights to the Agency/Broker's Content and is not obliged to pay the Agency/Broker any remuneration for its use under this Agreement.
5. Obligations and liability of the Parties
5.1. The Agency/Broker undertakes to:
5.1.1. provide accurate, correct and valid information about the property offered (price, area, address, legal status and the like);
5.1.2. have a lawful basis (a mandate, brokerage or other agreement with the owner or landlord) for each advertised property;
5.1.3. ensure that it itself (if the Party is a Broker) or the brokers and agents acting on its behalf (if the Party is an Agency) comply with the requirements of the legal acts of the Republic of Lithuania on real estate agents' activities, including qualification and certification requirements, and hold a valid broker qualification certificate where required;
5.1.4. when publishing the data of natural persons (owners, tenants, contact persons), comply with the requirements of the General Data Protection Regulation (EU) 2016/679 (GDPR) and other applicable legal acts;
5.1.5. promptly update or remove a Listing when the property is sold, rented out or otherwise loses relevance.
5.2. The Portal undertakes to:
5.2.1. ensure proper technical publication of Listings in accordance with the standards specified on the Portal;
5.2.2. inform the Agency/Broker of the reasons for editing, moving or removing a Listing, except where this is done due to an obvious violation of the Terms or legal acts (Section 7);
5.2.3. not use the data provided by the Agency/Broker for purposes other than those specified in this Agreement and the Portal's Privacy Policy.
5.3. The Portal is not liable for the accuracy of the content of Listings, for transactions concluded between the Agency/Broker's clients and third parties, or for any disputes arising from such transactions. The Portal's liability is limited to the technical placement of Listings on the Portal.
5.4. Neither Party is liable for indirect losses (lost income, lost reputation and the like), except where the damage was caused intentionally or through gross negligence.
6. Protection of personal data
6.1. Each Party, when processing personal data (of its employees, clients, property owners or other related persons) for the purpose of performing this Agreement, undertakes to comply with the requirements of the GDPR and other applicable legal acts.
6.2. The detailed principles, purposes and legal bases of personal data processing are set out in the Portal's Privacy Policy, which forms an integral part of the Terms and with which the Agency/Broker has familiarised itself prior to concluding the Agreement.
7. Listing quality control and sanctions
7.1. The Portal has the right to review, edit, move to another category or remove a Listing if it does not comply with the Terms or the requirements of legal acts.
7.2. Except in the cases referred to in clause 7.3, the Portal shall inform the Agency/Broker of such action within a reasonable period, stating the specific reason, and shall give the Agency/Broker the opportunity to provide explanations.
7.3. In the event of a gross or repeated violation of the Terms (fraud, deliberately misleading information, carrying out illegal activities, infringement of third parties' rights), the Portal has the right to immediately, without prior warning, restrict the Agency/Broker's account or suspend the display of Listings, informing the Agency/Broker no later than on the day the action is taken and stating the reasons.
7.4. The Agency/Broker has the right to submit an objection to the Portal within 14 calendar days of receiving the notice of the restriction. The Portal undertakes to respond to it no later than within 5 business days.
8. Validity, amendment and termination of the Agreement
8.1. The Agreement takes effect on the date of its acceptance and is valid for an indefinite period.
8.2. Either Party has the right to terminate the Agreement unilaterally at any time by giving the other Party 30 (thirty) calendar days' written notice.
8.3. The Portal has the right to terminate the Agreement with immediate effect in the cases referred to in clause 7.3 of this Agreement.
8.4. Amendments to the Terms (except for the procedure for introducing and changing the Service Fee provided for in Section 3, to which the 3-month time limit set out in clause 3.3 applies) that may affect the Agency/Broker's activities or its contractual relationship with the Portal take effect no earlier than 15 (fifteen) calendar days after the date of notice thereof, in accordance with Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services. This period does not apply where the amendments are made to comply with legal requirements, are favourable to the Agency/Broker, or are of an editorial nature.
8.5. Termination of the Agreement does not release the Parties from obligations that arose before the date of termination, including the obligation to pay for services already provided.
9. Dispute resolution and applicable law
9.1. This Agreement is governed by the law of the Republic of Lithuania.
9.2. Disputes shall be resolved through negotiations, and failing agreement between the parties — in the courts of the Republic of Lithuania at the Portal's registered office.
9.3. An Agency/Broker that believes that the Portal is not complying with the requirements of this Agreement or Regulation (EU) 2019/1150 has the right to submit a complaint to the Portal by email to [email protected]. The Portal must respond to the complaint no later than within 15 calendar days of its receipt.
10. Final provisions
10.1. All notices between the Parties shall be given in writing, including by email to the address indicated in the Agency/Broker's account.
10.2. If any provision of this Agreement is found to be invalid, this does not affect the validity of the remaining provisions.
10.3. The Agreement is concluded electronically: the Agency/Broker accepts this public offer by ticking the consent checkbox on the Portal; the fact, date and document version of the acceptance are recorded in the Portal's database, and a copy of the Agreement with the Parties' details (PDF) is sent to the Agency/Broker's email address.
10.4. Integral part of the Agreement: Annex No. 1 (Price list of services).
Annex No. 1. Price list of services
Valid from the date of acceptance of the Agreement until separate notice in accordance with Section 3 of the Agreement.
- Standard listing placement (subject to the limits set out in the Terms) — free of charge.
- Promoting a listing to the top (TOP), listing highlighting, broker plans (S/M/L with higher listing limits and monthly credits) and advertising — according to the Portal's current price list published at ntsel.lt/pricing and shown before each order.