AUCTION TERMS AND CONDITIONS

This Auction Terms and Conditions document (hereinafter referred to as the “Terms”) governs all Auctions conducted through the IPK platform and applies to:

• Bidders;
• Sellers;
• Partner Agencies;
• Authorised representatives;
• Observers;
• Participants;
• Platform users.

Participation in any Auction implies full acceptance of these Terms.

RECITALS

• A. IPK operates a digital infrastructure for conducting electronic sales processes for high-value properties, providing technological mechanisms for authentication, reserve governance, operational management and preservation of electronic evidence.
• B. The infrastructure has been designed to enable the submission of authenticated bids, confidential administration of the Reserve, full recording of the acts carried out during the Auction, and the objective determination of the Successful Bidder.
• C. Properties made available through the Platform are promoted and brokered exclusively by entities legally authorised to carry out real estate brokerage activities in Portugal, holding a valid AMI licence.
• D. Each Property is accompanied by a Contractual Disclosure Dossier prepared and/or compiled by the relevant Seller, Seller's Lawyer and Partner Agency.
• E. Participation in any Auction conducted through the Platform may give rise to legally binding obligations.

It is therefore agreed as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of these Terms, unless the context otherwise requires, the following expressions shall have the following meanings:

“AMI”
The licence issued by the competent authority authorising the exercise of real estate brokerage activity in Portugal.

“AMI Entity”
The legally licensed real estate brokerage entity responsible for providing real estate brokerage services in respect of the relevant Property.

“Operational Addendum”
Any correction, update, clarification or supplement published through the Platform in relation to a given Auction.

“Seller's Lawyer”
The lawyer appointed by the Seller and identified in the Contractual Disclosure Dossier, responsible for the legal coordination of the transaction.

“Auction”
The electronic sales process conducted through IPK's technological infrastructure in respect of a given Property.

“Auction Period”
The period between the official publication of the Property on the Platform and its conclusion, cancellation or withdrawal.

“Bid”
Any offer to purchase submitted through the Platform by an authenticated Bidder.

“Bidder”
Any individual or legal entity previously approved to participate in an Auction.

“Successful Bidder”
The Bidder who submits the highest valid Bid, provided that the Reserve has been met or validly released by the Seller.

“Auction Result Certificate”
The authenticated electronic record issued by the Platform evidencing the determination of the Successful Bidder.

“Indicative Price”
A purely indicative value used for promotional purposes, which does not constitute a valuation of the Property or a guarantee of its market value.

“Reserve”
The confidential minimum value set exclusively by the Seller for the purposes of completing the transaction.

“Property”
The real estate asset that is the subject of the relevant Auction.

“Partner Agency”
The AMI Entity responsible for the sourcing, promotion and commercial management of the Property.

“Seller”
The legal owner of the Property.

“Pre-Approved CPCV”
The promissory purchase and sale agreement (Contrato-Promessa de Compra e Venda, or “CPCV”) prepared or approved by the Seller's Lawyer and made available to Bidders in advance through the Contractual Disclosure Dossier.

“Special Conditions of Sale”
The transaction-specific document prepared or approved by the Seller's Lawyer, setting out the particular conditions applicable to the relevant Property.

“Contractual Disclosure Dossier”
The full set of documentation made available to Bidders in respect of the Property, including, in particular:

• a) the Legal Dossier;
• b) the Pre-Approved CPCV;
• c) the Special Conditions of Sale;
• d) the Seller's declarations;
• e) the answers to questions raised by interested parties;
• f) the Operational Addenda;
• g) identification of the Seller's Lawyer;
• h) information relating to the Auction;
• i) any additional documentation made available on the Platform.

“Legal Dossier”
The full set of legal and technical documentation made available in respect of the Property.

“Force Majeure Event”
Any event beyond IPK's reasonable control, including, in particular:

• a) widespread telecommunications failures;
• b) unavailability of technological infrastructure;
• c) cyberattacks;
• d) malicious intrusions into computer systems;
• e) power supply failures;
• f) acts of public authorities;
• g) war;
• h) natural disasters.

“Successful Bidder's Infrastructure Fee”
The sum of €1,950.00 (one thousand nine hundred and fifty euros), plus VAT at the applicable legal rate, payable to IPK for the provision of technological infrastructure, operational administration and management of the electronic process, which becomes due upon the determination of the Successful Bidder.

1.2 Interpretation

Unless expressly provided otherwise

• a) headings and titles are for ease of reference only and do not affect the interpretation of these Terms;
• b) any reference to legislation includes any amendments, re-enactments and replacement legislation thereto;
• c) references to persons include both individuals and legal entities;
• d) the word “including” means “including, in particular and without limitation”.

2. NATURE OF THE IPK INFRASTRUCTURE

2.1 Operational Positioning

IPK performs exclusively administrative, technological and operational functions, acting solely as:

• a) operator of the Auction's digital infrastructure;
• b) the entity responsible for the registration, authentication and admission procedures of participants;
• c) administrator of the Reserve governance system;
• d) administrator of the electronic evidence preservation system;
• e) operational administrator of the Auction;
• f) the entity responsible for making available and administering the Platform and the corresponding Contractual Disclosure Dossier.

2.2 Excluded Activities

For the purposes of these Terms, IPK does not carry out, and shall not be deemed to carry out, any of the following activities:

• a) real estate brokerage;
• b) representation of the Seller or the Bidder;
• c) negotiation of the terms of purchase and sale;
• d) advice as to the value of the Property;
• e) advice as to the value of the Reserve;
• f) provision of legal advice;
• g) provision of tax advice;
• h) preparation or formalisation of the transfer of the Property;
• i) receipt of a deposit or any sums intended for the purchase price;
• j) provision of escrow services;
• k) implementation of anti-money laundering or counter-terrorist financing procedures relating to the transfer of the Property.

2.3 Real Estate Brokerage

All activities legally classified as real estate brokerage in respect of the Property are carried out exclusively by the relevant AMI Entity, in accordance with applicable Portuguese law.
Nothing in these Terms shall be construed as conferring on IPK any real estate brokerage function.

2.4 Functions of the Seller's Lawyer

It is the exclusive responsibility of the Seller's Lawyer to:

• a) prepare or approve the Pre-Approved CPCV;
• b) provide legal coordination of the transaction;
• c) carry out or supervise the legal identification and verification procedures for the parties whenever legally required;
• d) receive the contractual deposit provided for in the CPCV;
• e) coordinate the acts leading to execution of the public deed or authenticated private document.

3. REGISTRATION AND ADMISSION OF BIDDERS

3.1 Condition of Participation

Participation in any Auction is subject to prior completion of the registration, authentication and approval process carried out through the Platform.
The mere creation of an account on the Platform does not confer any right to participate.

3.2 Required Information

A candidate Bidder undertakes to provide all information and documents reasonably requested for the purposes of:

• a) identification;
• b) authentication;
• c) fraud prevention;
• d) operational administration of the Auction;
• e) compliance with applicable legal obligations.

3.3 Accuracy of Information

Each Bidder represents and warrants that all information provided:

• a) is true;
• b) is complete;
• c) is up to date;
• d) is not false or liable to mislead the Platform or third parties.
• The Bidder further undertakes to notify any material change occurring after registration.

3.4 Right of Suspension or Refusal

IPK may, whenever objectively necessary to safeguard the integrity of the Platform or to ensure compliance with the law, suspend, restrict or refuse the participation of any candidate or Bidder, in particular where there are reasonable grounds relating to:

• a) fraud prevention;
• b) cybersecurity risks;
• c) misuse of the Platform;
• d) protection of the operational integrity of the Auction;
• e) compliance with legal or regulatory obligations.
• The decision shall be taken objectively and proportionately, and shall not confer on the person concerned any right to compensation on the sole grounds of refusal of admission.

4. CONTRACTUAL DISCLOSURE DOSSIER

4.1 Availability

Once their registration has been approved, the Bidder shall have access to the Contractual Disclosure Dossier relating to the Property.
Access shall be made available through the Platform, on the technical terms defined by IPK.

4.2 Content

The Contractual Disclosure Dossier may include documentation and information provided, in particular, by:

• a) the Seller;
• b) the Seller's Lawyer;
• c) the Partner Agency;
• d) consultants;
• e) public entities;
• f) other professionals involved in preparing the transaction.

4.3 Contractual Documentation

By participating in the Auction, the Bidder declares that they are aware of and, in principle, accept the contractual documentation made available, including, in particular:

• a) the Pre-Approved CPCV;
• b) the Special Conditions of Sale;
• c) the Operational Addenda published before the closing of the Auction.
• Continued participation in the Auction constitutes acceptance of updates duly published on the Platform.

4.4 Duty of Due Diligence

It is the sole responsibility of the Bidder to carry out, before submitting any Bid, such checks as they consider necessary, including, in particular:

• a) obtaining independent legal advice;
• b) obtaining independent tax advice;
• c) carrying out such technical surveys as they consider appropriate;
• d) confirming the availability of financing;
• e) carrying out all such due diligence in relation to the Property as they consider relevant.

4.5 No Independent Verification by IPK

Unless expressly stated otherwise, IPK does not independently verify the accuracy, completeness or currency of information provided by the Seller, the Partner Agency, the Seller's Lawyer or third parties.
Responsibility for the content thereof rests exclusively with the entities that provided it.

5. INDICATIVE PRICE

5.1 Purely Indicative Nature

The Indicative Price is disclosed solely for promotional and informational purposes.
The Indicative Price does not constitute:

• a) a valuation of the Property;
• b) a determination of market value;
• c) a guarantee of sale;
• d) a representation of the value of the Reserve;
• e) an indication of the price at which the Property will be sold.

5.2 No Warranties

Neither IPK, nor the AMI Entity, nor the Seller warrants that the Property has any particular value as a result of the Indicative Price disclosed.
Each Bidder must independently form their own view as to the value of the Property.

6. BIDDING RULES

6.1 Binding Nature of Bids

Each Bid submitted through the Platform by an authenticated Bidder constitutes a firm, irrevocable and binding offer to purchase the Property for the amount submitted, without prejudice to the provisions relating to the Reserve.

6.2 Conduct of Bidders

Bidders are expressly prohibited from

• a) manipulating or attempting to manipulate the operation of the Auction;
• b) colluding with other participants;
• c) submitting sham or simulated Bids;
• d) interfering with the operation of the Platform;
• e) allowing their authentication credentials to be used by third parties;
• f) engaging in any fraudulent, abusive act or act contrary to good faith.

6.3 Disclosure of Bids

During the Auction, the Platform may disclose information relating to Bids submitted, in anonymised or partially anonymised form, solely to ensure the transparency and orderly operation of the process.
Under no circumstances will information enabling the direct identification of Bidders be disclosed, except where legally required.

6.4 Minimum Increments

IPK may set mandatory minimum increments between successive Bids whenever necessary to ensure the proper operation of the Auction.
Minimum increments may vary between different Auctions.

7. AUTOMATIC EXTENSION OF THE AUCTION

7.1 Five-Minute Rule

If a valid Bid is submitted during the last five (5) minutes of the period initially scheduled for the closing of the Auction, the Auction shall be automatically extended by a further five (5) minutes.

7.2 Successive Extensions

The extension referred to in the preceding paragraph shall be repeated automatically each time a new valid Bid is submitted during the last five (5) minutes of the period then running.
The Auction will only end once a full five (5) minute period has elapsed without any new valid Bid being submitted.

7.3 Purpose

The automatic extension mechanism is intended to:

• a) prevent bids submitted in the final seconds of the Auction;
• b) ensure equal opportunity among all Bidders;
• c) preserve the transparency and integrity of the process.

8. GOVERNANCE OF THE RESERVE

8.1 Reserve

Each Property may be subject to a confidential Reserve, determined exclusively by the Seller.
The value of the Reserve will not be disclosed to Bidders, except by express decision of the Seller.

8.2 Release of the Reserve

The Reserve may only be released or reduced through the authenticated intervention of the authorised representatives of the relevant AMI Entity, using the validation mechanisms made available by the Platform.

8.3 Reserve-Protection Bids

The Platform may use electronic mechanisms intended solely to protect the confidentiality of the Reserve.
Those mechanisms:

• a) exist solely to preserve the integrity of the Auction;
• b) are technically limited and may under no circumstances exceed the value of the Reserve;
• c) cease automatically as soon as the Reserve is met or validly released.

8.4 Security Controls

Procedures relating to the Reserve may include, in particular:

• a) enhanced authentication;
• b) dual confirmation;
• c) input of written confirmation;
• d) full recording of the operations carried out;
• e) automatic generation of certified date and time stamps.

9. DETERMINATION OF THE SUCCESSFUL BIDDER

9.1 Requirements

The status of Successful Bidder shall be deemed established when the following requirements are cumulatively satisfied:

• a) there is a valid Bid corresponding to the highest amount submitted;
• b) the Reserve has been met or validly released;
• c) the Auction has been formally closed;
• d) the Platform has electronically recorded the corresponding event.

9.2 Legal Effects

The determination of the Successful Bidder produces, in particular, the following effects:

• a) it is deemed to conclude the operational administration services of the Auction provided by IPK;
• b) it initiates the subsequent contractual stage provided for in the Contractual Disclosure Dossier;
• c) it triggers the issuance of the Auction Result Certificate.
• The determination of the Successful Bidder does not, in itself, constitute the transfer of ownership of the Property.

9.3 Auction Result Certificate

Upon conclusion of the Auction, the Platform may issue an Auction Result Certificate containing the authenticated record of the determination of the Successful Bidder.
That Certificate constitutes evidence of the outcome of the Auction, without prejudice to the remaining electronic documentation produced during the process.

10. SUCCESSFUL BIDDER'S INFRASTRUCTURE FEE

10.1 Mandatory Pre-Authorisation

Participation in any Auction is conditional upon the prior establishment of a payment authorisation (pre-authorisation) corresponding to the amount of the Successful Bidder's Infrastructure Fee.
The pre-authorisation is intended solely to secure collection of that Fee should the Bidder acquire the status of Successful Bidder.

10.2 Amount

The Successful Bidder's Infrastructure Fee amounts to €1,950.00 (one thousand nine hundred and fifty euros), plus VAT at the applicable legal rate.

10.3 Nature of the Fee

The Successful Bidder's Infrastructure Fee constitutes the consideration payable to IPK for the technological infrastructure and operational administration services provided in connection with the Auction, including, in particular:

• a) provision of the technological infrastructure;
• b) registration and authentication systems;
• c) administration of the Bidder admission process;
• d) operation of the Reserve governance system;
• e) preservation of electronic evidence;
• f) operational administration of the Auction;
• g) determination of Successful Bidder status.
• This Fee is separate and independent from the purchase price of the Property.

10.4 Time of Payment

The Fee shall be deemed to fall due in full and become immediately payable at the moment the Bidder acquires the status of Successful Bidder.
Once that moment has occurred, IPK may immediately proceed to capture the pre-authorisation previously granted.

10.5 Non-Refundable

Once the Successful Bidder has been determined, the Infrastructure Fee shall not be refundable, except in the following cases:

• a) proven fraud;
• b) manifest technical error attributable to the Platform;
• c) unauthorised use of the payment method.

11. PROCEDURES AFTER THE AUCTION

11.1 Closure of IPK's Involvement

Once the Successful Bidder has been determined, IPK's operational involvement in relation to the Auction shall be deemed concluded.
Without prejudice to the provisions of these Terms, IPK shall thereafter only:

• a) issue the Auction Result Certificate;
• b) notify the Seller's Lawyer of the identity of the Successful Bidder;
• c) notify the Successful Bidder of the identity and contact details of the Seller's Lawyer.

11.2 Legal Coordination

Following the notification referred to in the preceding paragraph, the legal conduct of the transaction shall be the sole responsibility of the Seller's Lawyer.
It is their responsibility, in particular, to:

• a) coordinate the legally required identification and verification procedures for the parties;
• b) arrange for the signing of the Pre-Approved CPCV;
• c) receive the deposit provided for in the contract;
• d) coordinate the acts required up to execution of the public deed or authenticated private document.

11.3 Obligation to Execute the CPCV

Once the requirements set out in this document and in the Contractual Disclosure Dossier have been satisfied, the Seller and the Successful Bidder undertake to execute the Pre-Approved CPCV within three (3) business days of the determination of the Successful Bidder, unless a different period is expressly provided for in the Special Conditions of Sale.

11.4 Target Completion of the Transaction

Unless otherwise provided in the Special Conditions of Sale, the parties undertake to use reasonable efforts to ensure that final transfer of the Property takes place within an indicative period of forty-five (45) days following execution of the CPCV.
That period constitutes an operational target and does not, in itself, result in automatic termination of the transaction.

12. TECHNICAL RISKS AND OPERATIONAL POWERS

12.1 Platform Availability

IPK shall use all reasonable efforts to ensure the continuous operation of the Platform.
However, it does not warrant that access to the Platform will be permanent, uninterrupted, or entirely free from technical faults.

12.2 Operational Powers

Whenever objectively necessary to ensure the proper conduct of the process, IPK may:

• a) temporarily suspend the Auction;
• b) restart the Auction;
• c) postpone its holding;
• d) extend the bidding period;
• e) regulate the operation of the Platform;
• f) adopt any operational measures reasonably necessary to preserve the integrity of the Auction.
• The measures referred to in this clause may be adopted, in particular, as a result of:
• i. cybersecurity incidents;
• ii. attempted fraud;
• iii. material technical failures;
• iv. loss of integrity of the electronic evidence;
• v. Force Majeure Events.

12.3 Official Time

For all purposes relating to the operation of the Auction, only the time recorded by the official servers of the IPK Platform, in UTC format, shall prevail.
Any discrepancy with the clock used by participants shall be legally irrelevant.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Liability

To the fullest extent permitted by applicable law, IPK shall not be liable for any loss or damage arising, directly or indirectly, from:

• a) indirect losses;
• b) loss of profits;
• c) consequential losses;
• d) refusal or inability to obtain financing;
• e) legal or tax consequences of purchasing the Property;
• f) inaccuracy of information provided by the Seller or third parties;
• g) technical failures beyond IPK's reasonable control.

13.2 Maximum Limit

Without prejudice to any mandatory provisions of applicable law, IPK's aggregate liability arising out of these Terms shall in no event exceed the amount actually received by IPK by way of the Successful Bidder's Infrastructure Fee in respect of the relevant Auction.

14. DATA PROCESSING AND EVIDENTIAL VALUE

14.1 Data Processing

Participants acknowledge and accept that their personal data and other information relating to their participation in the Auction may be processed by IPK, to the extent strictly necessary for:

• a) registering and admitting participants;
• b) authenticating users' identities;
• c) preventing fraud and misuse of the Platform;
• d) operational administration of the Auction;
• e) preservation of electronic evidence;
• f) compliance with legal and regulatory obligations.
• Data processing shall be carried out in accordance with Regulation (EU) 2016/679 (the General Data Protection Regulation), Law No. 58/2019, and other applicable Portuguese legislation.

14.2 Evidential Value of Electronic Records

Participants expressly acknowledge that, save for proof of manifest error or established manipulation, the following may constitute admissible evidence, in particular:

• a) the Platform's records;
• b) timestamp records;
• c) authentication records;
• d) records relating to the management and release of the Reserve;
• e) payment records;
• f) the Auction Result Certificate;
• g) electronic communications made through the Platform;
• h) audit logs.
• These records may be retained for the period legally necessary to protect the rights of IPK and the other parties involved.

15. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms, together with all Auctions, Bids, determinations of the Successful Bidder, Auction Result Certificates, and any contractual or non-contractual obligations arising therefrom, shall be governed exclusively by Portuguese law.

15.2 Competent Jurisdiction

Without prejudice to any mandatory legal rules concerning the territorial or subject-matter jurisdiction of the Portuguese courts, the parties agree to submit any disputes arising from these Terms to the exclusive jurisdiction of the Loulé District Court (Tribunal Judicial da Comarca de Loulé).

15.3 Interim Measures

Nothing in these Terms limits IPK's right to apply to any competent court for such interim or urgent measures as may reasonably be necessary to:

• a) preserve electronic evidence;
• b) protect the operational integrity of the Platform;
• c) prevent or bring to an end instances of fraud;
• d) ensure the protection of the technological infrastructure;
• e) obtain compliance with legally due monetary obligations.

16. FINAL PROVISIONS

16.1 Integration into the IPK Contractual Framework

These Terms form an integral part of the set of documents comprising the IPK Legal Framework and shall be interpreted together with the other applicable constitutional documents.

16.2 Order of Precedence

Unless expressly provided otherwise, in the event of a conflict between documents forming part of the IPK Legal Framework, the following order of precedence shall apply:

• a) the Pre-Approved CPCV;
• b) the Special Conditions of Sale;
• c) the Auction Result Certificate;
• d) the Bidder Participation Agreement;
• e) these Auction Terms and Conditions;
• f) the Platform's operational procedures and policies.

16.3 Partial Invalidity

Should any provision of these Terms be or become void, voidable or unenforceable, this shall not affect the validity of the remaining provisions, which shall remain in full force and effect, unless the invalid provision is essential to the overall balance of the contract.

16.4 No Waiver

Failure to exercise, or delay in exercising, any right under these Terms shall not constitute a waiver of that right nor prevent its exercise in future.

16.5 Assignment of Contractual Position

Participants may not assign, transfer or encumber the rights or obligations arising from these Terms without IPK's prior written consent, except where this results directly from the law.

16.6 No Partnership or Agency

Nothing in these Terms shall be construed as constituting a partnership, association, agency, representation, fiduciary relationship or any other form of legal relationship between IPK and any participant, beyond the obligations expressly set out herein.

16.7 Survival

The following provisions shall remain in full force and effect following the conclusion, termination, lapse or cessation of the Auction, including, in particular, those relating to:

• a) payment of the Infrastructure Fee;
• b) retention of electronic evidence;
• c) data protection and processing;
• d) limitation of liability;
• e) dispute resolution;
• f) governing law and jurisdiction.

16.8 Language

These Terms are executed in Portuguese and English versions.
Where both versions exist, a harmonious interpretation between them shall be sought.
In the event of any discrepancy, the version required or recognised as prevailing under applicable Portuguese law, or under the transaction-specific contractual documentation, shall prevail.

ACCEPTANCE

Participation in any Auction implies that the participant declares that they:

• a) have read these Auction Terms and Conditions in full;
• b) understand their content;
• c) fully accept the rights and obligations arising therefrom;
• d) undertake to comply with them.