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Listing Setup Service

properly|managed  Listing Setup Service

Version: 0.9 – March 2022

Summary

properly|managed Listing Setup Service is a novel and cost-effective approach to property management, marketing, and guest communication. Properly partners directly with you, the property owner, to help you manage properties for short-term and medium-term rentals.

Specifically, Properly’s List Setup Service consists of a Listing setup on a listing platform of your choice, a thorough audit with recommendations, and your listing optimization. 

properly|managed services are different from traditional management services in the following key aspects:

1. Control over critical decisions remains solely with you; you retain complete control over the methods of vetting guests, and you appoint or approve cleaners and other service providers to perform services at your property.
2. You are the primary owner of the listing platform account, and all booking income is paid directly to you from the listing platform. We invoice you for our services.
3. Listing on one platform makes things simpler and typically allows hosts to keep more revenue, so you can choose which platform you’d like to use. Of course, we can advise you based on the market situation, property style, location, and your own goals!  

Listing Setup Services Summary

The following is an overview of the listing elements that are addressed (but not limited to.)

1. Pricing & Contract Term

This proposal is valid for seven days from the date shown on page one and may be subject to change after this time. The proposal is only valid for the person or persons are shown on the first page and may not be assigned to any other party.

Please read and confirm the Terms and Conditions and add a signature to adopt this proposal. Once this has been signed and returned, we will contact you to begin the intake program.

AGREEMENT:

To adopt the properly|managed Listing Setup Service and take advantage of the introductory setup fee, please read the below terms and conditions.  Sign, date, and add the number of properties you wish to include in the Listing Manager program.

• a) Confirm that you are an Owner or Property Manager and that you own or are authorized to manage and rent the property(*s) in your name. In addition and without exception, you are also authorized to transact bookings, including financial exchange of monies from bookings derived from listing sites. 

• b) By signing this contract and using the Properly Listing Manager Service, you agree to be bound by these terms (below), which you acknowledge you have read and understood. You also authorize us to collect the Set Up Fee via a card payment system or debit payment method from your bank account.
• c) If you are not satisfied with our service, we will provide you with a full refund.

Requirements and Terms

Definitions: 

An “Owner” is defined as a controller of a short-term rental property, whether the property is owned or managed, but is fully responsible for both marketing, financial and operational management of the property. 

Software: Any Owner who wishes to have the optional access and to use the free app provided by Properly for the Listing Manager Service for service monitoring purposes will need to abide by the software terms and conditions prior to download found here:

1. To avoid doubt, Properly never acts as a principal in any way with transactions or services between Guest and Owner. 
2. Owners acknowledge that any claim made or connected with a dispute with a Guest is the Owner’s responsibility.
3. Similarly, any claim or dispute that a Guest has is direct with the Owner and not Properly
4. Documents, templates, or booking Terms and Conditions made available by Properly are done without liability and are purely advisory. The final decision on any listing content or operational management activities is the Owner’s sole responsibility
5. Properly is not itself a party to any rental transaction, does not act as Merchant of Record, whether as an agent, principal, or otherwise, and has no liability regarding any such financial transaction or otherwise.
6. Properly does not provide any legal, tax, or accounting advice.
7. Owners’ Properties will be made publicly available on a Listing Site(s) of the Owners Choice. 
8. The Owner and not Properly is solely responsible for the rental prices listed on any listing sites. Properly acts in an advisory role only, and the Owner makes the final decision on all pricing. 
9. The Owner is responsible for compliance with laws (including but not limited to copyright laws), rules, and regulations, including any sales tax and other tax requirements and in respect of any conflict with or breach of the rights of third parties. As noted above, the booking agreement is between the Owner and the Guest for clarification purposes. Properly and its Listing Manager Service is not, and does not become, a party to any contractual relationship with the Guest.
10. The Owner is solely responsible for ensuring the safety of guests while at the property. This includes contracting, keeping in force, and maintaining the appropriate property and public liability insurance,  providing and servicing appropriate fire fighting, Carbon Dioxide, and Carbon Monoxide detection equipment, and maintaining the property’s structural integrity together with electrical and gas safety testing and certification requirements, and compliance with all safety and other legal and contractual requirements related to renting a property short-term.
11. The Owner agrees to permit Properly to authorize the Service Provider to spend extra time (and therefore added hourly costs) or incur additional costs on a job if deemed necessary by the Remote Management Team.The maximum amount that can be authorized without additional owner approval is $300.  
12. To ensure that all inquiries made through any listing site are subsequently booked and paid (full payments, balances, and deposits) through the Listing site and not booked “offsite” or through any other media. If inquiries originating on the Listing Site result in the Advertiser attempting to navigate the system and redirect the Guest to the owner’s own or a third-party website or payment system, Properly will terminate the listing and management services immediately.
13. Any advice, suggestions, or recommendations (whether written or oral) or work that we, our affiliates or partners provide or carry out for you is done without warranty, and all final decisions regarding the running of your business and property rest with you alone; Properly’s liability is limited to the reimbursement of the Commission Fee that we have collected in the previous 12 months. Properly can not be held responsible or in breach for any delay or noncompliance resulting from a case of force majeure, pandemics, or Govt/local authority instructions to close destinations or properties.
14. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, Properly will use reasonable endeavors to publicly post and obtain your consent to those material modifications. Immaterial modifications are effective upon publication. If you do not agree with any modification of these Terms, your only remedy is to terminate these Terms, which you may do at your sole discretion as outlined in Section 21. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
15. Properly does not provide cleaning or other on-site services of any kind, nor does it employ any Service Providers. Properly merely facilitates the exchange of information between Owners and Service Providers and offers a Remote Management Service which includes checklist creation for management and maintenance governance and online Remote Inspection of tasks carried out by the Service Provider in real-time.
16. Once an Owner receives a booking and a Job is posted, and the Owner’s designated Service Provider (or, if agreed separately, a marketplace Service Provider) accepts the Job, Properly will confirm to the Service Provider that the Job has been booked. Once a Job is booked, an agreement is formed directly between the Owner and the Service Provider for the Service Provider to complete the Job. Owners and Service Providers are entirely responsible for determining the terms and conditions governing any agreement they form for providing and receiving services. Properly will schedule and dispatch the Service Provider and provide Remote Management and inspection of the cleaner service, but is not responsible for any financial obligations between Owner and Service Provider.
17. Termination, Discontinuation, and Modification of the Listing Manager Service.You may terminate these Terms at any time by (i) contacting customer service at support@getproperly.com and requesting termination of your account. In addition, Properly may, in its sole discretion, terminate your account or suspend or terminate the Listing Manager Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features), temporarily or permanently, by giving you notice. If we modify the Service, you can terminate your participation in the Service will terminate or suspend certain features W
18. Nature of Relationship. The relationship between you and Properly is that of independent contractors. Nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations, or commitments of any kind, or to take any action, that shall be binding upon the other, except as provided for herein or authorized in writing by the party to be bound. Properly does not employ or pay, or any Service Providers, nor does Properly serve as a hiring or contracting agency for Service Providers. If an Owner chooses to hire a Service Provider, that business relationship is entirely between the Owner and the Service Provider. Properly merely provides certain online features and functionality (such as visual checklists) as part of its software/app Listing Manager Service offered to both Owners and Service Providers. If you are a Service Provider with authority to operate Owner(s) Property(s), you expressly acknowledge that you are not an employee of Properly and that you are not entitled to any benefits of employment with Properly, including but not limited to unemployment benefits. You expressly acknowledge that you are responsible for filing and paying your own taxes.
19. Governing Law. These Terms are governed by the laws of the following jurisdictions, in each case, notwithstanding the conflict of law principles of such jurisdictions: 23.1 New South Wales, Australia, if you are accessing and using the Listing Manager Service primarily in Australia; 23.2 the State of Delaware in the United States of America, if you are accessing and using the Listing Manager Service primarily in the United States of America; and 23.3 New Zealand, if you are accessing and using the Listing Manager Service primarily in any jurisdiction other than Australia or the United States of America. 23.4 If a lawsuit or court proceeding is permitted under these Terms, then you and Properly agree to submit to the personal and exclusive jurisdiction of the courts located in New South Wales, Australia, San Francisco, California, or New Zealand (respectively) as the exclusive forum for the resolution of such lawsuit or court proceeding. We operate the Listing Manager Service from our offices in California, and we make no representation that Materials included in the Listing Manager Service are appropriate or available for use in other locations outside California
20. General. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, these Terms are the entire and exclusive understanding and agreement between you and Properly regarding your use of the Listing Manager Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect either party’s right to require performance at any other time after that, nor will a waiver of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not impact the interpretation of any provision. Should any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The English version of these Terms is the official and controlling version, and any translation provided is solely for convenience.
21. Dispute Resolution and Arbitration: Generally. In the interest of resolving disputes between you and Properly in the most expedient and cost-effective manner, you and Properly agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, which may allow for more limited discovery than in court and can be subject to minimal review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PROPERLY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
22. Exception: Despite the provisions of Section 25, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to (a) bring an individual action in small claims court; (b) pursue enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
23. Notice and good faith resolution: A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or by an internationally recognized courier service, in each case with all postage and delivery fees paid and a delivery confirmation required, or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Properly’s the address for Notice is: Properly, Inc., 5214F Diamond Heights Blvd #356, San Francisco, CA 94131-2175, USA. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly. Still, if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Properly may commence an arbitration proceeding
24. Process. Where a party seeks to commence an arbitration proceeding pursuant to Section 25: and the Listing Manager Service is a) provided in Australia: it will be resolved by arbitration under the dispute shall be resolved in accordance with the Australian Centre for International Commercial Arbitration (“ACICA”) Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one. If the parties cannot agree on the appointment of an arbitrator, one shall be appointed by the President of the ACICA. Both parties may be represented by a duly qualified legal practitioner during such arbitration. b) If the Listing Manager Service is provided in the United States of America: it will be settled under the Federal Arbitration Act and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Properly; and c) If the Listing Manager Service is provided elsewhere in the World (including New Zealand): it will be resolved by arbitration under the Arbitration Act 1996 (New Zealand). If the parties cannot agree on the appointment of an arbitrator, one shall be appointed by the President of the New Zealand Law Society. Both parties may be represented by a duly qualified legal practitioner during such arbitration. A party to arbitration under this Agreement may appeal to the High Court on any question of law arising out of an award, and any matter relating to the construction of this Agreement shall be considered a question of law.
25. No Class Actions. YOU AND PROPERLY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Properly agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
26. Consent to Electronic Communications: By using the Listing Manager Service, you consent to receive certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
27. Privacy Policy. Please read Properly’s Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Privacy Policy is incorporated by this reference into and made a part of these Terms.