BIDDER PARTICIPATION AGREEMENT

1. PARTIES

This Bidder Participation Agreement ("Agreement") is entered into between:

ESCALA GALANTE UNIPESSOAL LDA, trading as IPK and IPK Auctions, NIPC 519455541, with registered office at Rua Serpa Pinto 68B, 8100-714 Loulé, Portugal ("IPK");

and

the individual or legal entity registering as a bidder on the Platform ("Bidder").

2. PURPOSE

The purpose of this Agreement is to govern:

• bidder registration;
• bidder onboarding;
• auction participation;
• bidding conduct;
• establishment of Successful Bidder status;
• post-auction obligations;
• payment authorisation procedures;
• auction integrity requirements.

This Agreement forms a fundamental part of the contractual framework governing participation in Auctions conducted through the Platform.

3. INCORPORATED DOCUMENTS

This Agreement shall be read together with:

• Auction Terms & Conditions;
• Fees & Charges Policy;
• Identity Verification & Onboarding Policy;
• Consumer Summary & Risk Notice;
• Privacy Policy;
• applicable Contractual Disclosure Package;
• auction-specific information published for the relevant Property.

Together these documents constitute the contractual framework governing participation in Auctions conducted through the Platform.

4. DEFINITIONS

Terms defined in the Auction Terms & Conditions shall have the same meaning in this Agreement unless the context otherwise requires.

5. ELIGIBILITY

Participation is restricted to users approved by IPK.

The Bidder warrants that

• the Bidder is at least eighteen years old;
• the Bidder possesses legal capacity;
• participation is lawful;
• all information supplied is accurate and complete;
• participation is undertaken in good faith.

6. AUTHORITY

Where participation occurs on behalf of a company, trust, partnership, investment vehicle or other legal entity, the Bidder warrants that:

• proper authority exists;
• all necessary approvals have been obtained;
• participation may lawfully bind the represented entity.

The Bidder shall remain responsible for any lack of authority.

7. ACCURACY OF INFORMATION

The Bidder warrants that all information supplied to IPK is:

• accurate;
• complete;
• not misleading.

The Bidder shall promptly update any information that becomes inaccurate.

IPK may suspend participation where information appears inaccurate, incomplete or misleading.

8. IDENTITY VERIFICATION

Participation may require

• identity verification;
• address verification;
• biometric verification;
• document verification;
• payment method verification;
• enhanced verification procedures.

The Bidder agrees to cooperate with such procedures.

Completion of verification procedures does not constitute confirmation that the Bidder:

• possesses funds;
• intends to complete a transaction;
• is capable of completing a transaction;
• satisfies transaction-specific compliance requirements.

9. SANCTIONS SCREENING

IPK may conduct sanctions screening for operational integrity, fraud prevention and compliance purposes.

The Bidder shall provide information reasonably requested in connection with such screening.

Participation may be refused where screening requirements are not satisfied.

10. POLITICALLY EXPOSED PERSON SCREENING

IPK may conduct Politically Exposed Person screening where reasonably considered appropriate.

The Bidder shall cooperate with reasonable enquiries arising from such screening.

11. ENHANCED VERIFICATION

Enhanced verification procedures may be required having regard to:

• transaction value;
• jurisdiction;
• fraud concerns;
• sanctions concerns;
• operational integrity considerations.

Participation may be suspended or refused where enhanced verification requirements are not satisfied.

12. PAYMENT METHOD VERIFICATION

Participation may require verification of a payment card or other payment method.

The Bidder acknowledges that such verification is undertaken for:

• authentication;
• fraud prevention;
• fee collection purposes.

Verification of a payment method does not constitute:

• financing approval;
• confirmation of available funds;
• confirmation of creditworthiness.

13. INDEPENDENT DUE DILIGENCE

The Bidder acknowledges sole responsibility for evaluating the Property and proposed transaction.

The Bidder is responsible for undertaking all investigations considered necessary before bidding.

14. REVIEW OF CONTRACTUAL DISCLOSURE PACKAGE

The Bidder acknowledges having had the opportunity to review the Contractual Disclosure Package before bidding.

The Bidder further acknowledges that the auction process is structured so that review of transaction documentation occurs before, and not after, establishment of Successful Bidder status.

15. REVIEW OF PROPERTY LEGAL CERTIFICATE

The Bidder acknowledges responsibility for reviewing the Property Legal Certificate before bidding.

The Property Legal Certificate is provided to assist evaluation of the Property and transaction.

16. REVIEW OF SPECIAL CONDITIONS SCHEDULE

The Bidder acknowledges responsibility for reviewing the Special Conditions Schedule before bidding.

The Bidder acknowledges that the Special Conditions Schedule may contain important Property-specific disclosures and contractual provisions.

17. REVIEW OF AGREED-FORM CPCV

The Bidder acknowledges that

• the Agreed-Form CPCV forms part of the Contractual Disclosure Package;
• the Agreed-Form CPCV has been made available before bidding;
• the Agreed-Form CPCV is intended to be implemented following establishment of Successful Bidder status.

The Bidder acknowledges responsibility for reviewing the Agreed-Form CPCV before bidding.

18. INDEPENDENT LEGAL ADVICE

The Bidder acknowledges having had the opportunity to obtain independent legal advice before bidding.

The Bidder acknowledges that IPK does not provide legal advice.

19. INDEPENDENT TAX ADVICE

The Bidder acknowledges having had the opportunity to obtain independent tax advice before bidding.

The Bidder acknowledges that IPK does not provide tax advice.

20. INDEPENDENT FINANCIAL ADVICE

The Bidder acknowledges having had the opportunity to obtain independent financial and financing advice before bidding.

The Bidder acknowledges that IPK does not provide financial advice and does not assess the Bidder's ability to obtain financing.

21. NO RELIANCE ON IPK

The Bidder acknowledges that IPK

• does not provide legal advice;
• does not provide tax advice;
• does not provide valuation advice;
• does not provide investment advice;
• does not guarantee transaction completion.

The Bidder participates based upon the Bidder's own investigations and professional advice.

22. NO REPRESENTATION AS TO OTHER BIDDERS

The Bidder acknowledges that IPK does not undertake any assessment, representation or warranty regarding:

• the financial capability of other bidders;
• the creditworthiness of other bidders;
• the intentions of other bidders;
• the ability of other bidders to complete a transaction.

Participation in Auctions involves commercial risk.

23. CONFIDENTIALITY

The Bidder shall keep confidential all non-public information obtained through:

• the Platform;
• data rooms;
• Contractual Disclosure Packages;
• auction documentation.

Disclosure is permitted only to professional advisers engaged in evaluating the Property.

24. DATA ROOM RESTRICTIONS

Information made available through the Platform shall be used solely for evaluating participation in the relevant Auction.

The Bidder shall not use such information for any unrelated purpose.

25. REDACTED DOCUMENTATION

The Bidder acknowledges that documents may be redacted for:

• privacy;
• security;
• confidentiality;
• anti-circumvention purposes.

The Bidder agrees that such redaction shall not of itself constitute a defect in the auction documentation.

26. GENUINE BIDS

26.1 The Bidder undertakes that every Bid submitted through the Platform shall be genuine, serious and submitted in good faith.

26.2 The Bidder shall not submit:

• speculative bids;
• fictitious bids;
• sham bids;
• bids intended to manipulate the Auction;
• bids intended to interfere with another bidder.

26.3 Each Bid submitted by the Bidder constitutes a genuine expression of willingness to acquire the Property at the relevant Bid amount subject to the auction framework.

27. NO COLLUSION

27.1 The Bidder shall not engage in collusion with:

• another bidder;
• a prospective bidder;
• the Seller;
• any adviser;
• any third party.

27.2 Prohibited conduct includes:

• bid suppression;
• bid rotation;
• coordinated bidding;
• artificial price manipulation;
• market sharing arrangements;
• any arrangement intended to distort the Auction process.

27.3 IPK may investigate suspected collusion and take such action as it reasonably considers necessary to protect auction integrity.

28. ANTI-CIRCUMVENTION

28.1 The Bidder shall not use information obtained through the Platform to circumvent:

• IPK;
• the Auction process;
• the Partner Agency;
• applicable fee arrangements.

28.2 The Bidder shall not directly or indirectly approach the Seller outside the auction process for the purpose of avoiding Platform fees or obligations.

28.3 The Bidder shall not seek to acquire the Property outside the Platform using information obtained through the Platform in order to avoid fees or contractual obligations.

28.4 This Clause survives termination of this Agreement.

29. ESTABLISHMENT OF SUCCESSFUL BUYER STATUS

29.1 Successful Bidder status is established in accordance with the Auction Terms & Conditions.

29.2 The Bidder acknowledges that establishment of Successful Bidder status may trigger:

• payment obligations;
• post-auction obligations;
• obligations under this Agreement;
• obligations under auction documentation.

29.3 The Bidder further acknowledges that establishment of Successful Bidder status represents the successful conclusion of the auction process and commencement of the transaction implementation process.

30. SUCCESSFUL BUYER UNDERTAKING

30.1 Participation in an Auction is undertaken on the basis that, if established as the Successful Bidder, the Bidder intends to proceed with the acquisition of the Property.

30.2 The Bidder acknowledges that the auction process has been structured so that review of:

• the Contractual Disclosure Package;
• the Property Legal Certificate;
• the Special Conditions Schedule;
• the Agreed-Form CPCV;
• supporting documentation;

occurs before bidding.

30.3 Upon establishment of Successful Bidder status, the Successful Bidder undertakes:

• to engage promptly and constructively with the Seller Lawyer;
• to provide information and documentation reasonably requested by the Seller Lawyer;
• to cooperate with transaction administration procedures;
• to proceed in good faith towards implementation of the transaction contemplated by the Agreed-Form CPCV;
• to refrain from conduct intended to delay, frustrate or undermine the transaction process;
• to execute the Agreed-Form CPCV within the period specified in the Contractual Disclosure Package or, where no period is specified, within three Working Days following receipt of the final execution version from the Seller Lawyer;
• to take all reasonable steps necessary to facilitate execution of the Agreed-Form CPCV and implementation of the transaction;
• not to withdraw from the transaction without lawful justification recognised under the Agreed-Form CPCV or applicable law.

31. FUNDAMENTAL AUCTION PRINCIPLE

31.1 The Bidder acknowledges that the Seller has offered the Property for auction in reliance upon the expectation that the Successful Bidder will proceed promptly towards execution of the Agreed-Form CPCV.

31.2 The Bidder further acknowledges that review of the Contractual Disclosure Package, the Property Legal Certificate, the Special Conditions Schedule and the Agreed-Form CPCV occurs before bidding specifically to minimise the need for post-auction negotiation and delay.

31.3 The Bidder acknowledges that this principle forms a fundamental element of the IPK auction model.

32. SELLER RELIANCE

32.1 The Bidder acknowledges that the Seller may rely upon the undertakings contained within Clauses 30 to 37.

32.2 The Bidder further acknowledges that such provisions are intended to support orderly implementation of the transaction following establishment of Successful Bidder status.

33. ENGAGEMENT WITH SELLER LAWYER

33.1 Following establishment of Successful Bidder status, the Successful Bidder shall engage with the Seller Lawyer promptly and in good faith.

33.2 The Successful Bidder shall respond within a reasonable period to communications relating to:

• execution of the Agreed-Form CPCV;
• transaction administration;
• compliance requirements;
• completion arrangements.

33.3 Unreasonable failure to engage may constitute non-compliance with this Agreement.

34. PROVISION OF INFORMATION AND DOCUMENTATION

34.1 The Successful Bidder shall provide documentation reasonably requested by the Seller Lawyer for the purpose of implementing the transaction.

34.2 Such documentation may include:

• identification documents;
• corporate documents;
• authority documents;
• address verification;
• source of funds information where required by law;
• other information reasonably required for transaction administration.

35. EXECUTION OF THE AGREED-FORM CPCV

35.1 The Successful Bidder acknowledges that execution of the Agreed-Form CPCV forms a fundamental element of the auction process.

35.2 The Agreed-Form CPCV is intended to be implemented substantially in the form made available before bidding.

35.3 The Successful Bidder shall execute the Agreed-Form CPCV within the period specified in the auction documentation or, where no period is specified, within three Working Days following receipt of the final execution version from the Seller Lawyer.

36. NO RENEGOTIATION

36.1 The Successful Bidder acknowledges that the Auction is not intended to create an opportunity for post-auction renegotiation.

36.2 The Successful Bidder shall not seek to:

• reduce the purchase price;
• renegotiate commercial terms;
• introduce material amendments to the Agreed-Form CPCV;
• impose additional conditions;
• seek commercial concessions through delay.

36.3 Nothing in this Clause prevents amendments:

• required by law;
• agreed by the Seller;
• necessary to correct a manifest drafting error.

37. NO FINANCE CONTINGENCY

37.1 The Bidder acknowledges that obtaining financing is solely the Bidder's responsibility.

37.2 Participation in an Auction should not occur unless the Bidder has considered financing requirements.

37.3 Failure to obtain financing shall not of itself excuse non-compliance with this Agreement.

38. NO FURTHER DUE DILIGENCE CONTINGENCY

38.1 The Bidder acknowledges that the auction process is structured on the basis that due diligence is undertaken before bidding.

38.2 Establishment of Successful Bidder status is not intended to create an additional due diligence period.

38.3 The Successful Bidder shall not seek to delay implementation of the transaction for the purpose of conducting investigations that could reasonably have been undertaken before bidding.

39. GOOD FAITH COOPERATION

39.1 The Successful Bidder shall cooperate in good faith with:

• the Seller;
• the Seller Lawyer;
• the Partner Agency;
• other professional advisers involved in implementation of the transaction.

39.2 Good faith cooperation includes:

• timely responses;
• constructive engagement;
• provision of requested information;
• avoidance of obstructive conduct.

40. CONSEQUENCES OF NON-COMPLIANCE

40.1 The Successful Bidder acknowledges that failure to comply with Clauses 30 to 39 may result in:

• forfeiture of rights arising from Successful Bidder status;
• exclusion from future participation on the Platform;
• loss of fees properly earned by IPK;
• the Seller pursuing an alternative bidder or alternative sale process.

40.2 Nothing in this Agreement obliges IPK to commence or pursue legal proceedings against any party.

41. BACKUP BIDDER PROCESS

41.1 The Seller may maintain alternative bidding arrangements.

41.2 Where auction rules provide for a Backup Bidder, IPK may identify and certify such Backup Bidder within:

• the Auction Result Certificate; or
• a subsequent certificate issued by IPK.

41.3 Where the Successful Bidder fails to proceed, the Seller may elect to pursue the Backup Bidder or another sale process.

41.4 The Bidder shall have no claim against IPK arising from such action.

42. EXCLUSION FROM FUTURE AUCTIONS

42.1 IPK may suspend or permanently exclude a Bidder where the Bidder:

• breaches this Agreement;
• engages in manipulation;
• engages in collusion;
• provides false information;
• acts dishonestly;
• unreasonably fails to comply with Successful Bidder obligations.

43. PAYMENT AUTHORISATION

43.1 Participation in Auctions may require completion of payment authorisation procedures.

43.2 The Bidder authorises IPK and its payment service providers to process payment authorisations in accordance with the Fees & Charges Policy.

43.3 Payment authorisation procedures form part of the auction participation process.

44. SUCCESSFUL BUYER INFRASTRUCTURE FEE

44.1 The Bidder acknowledges that a Successful Bidder Infrastructure Fee may become payable.

44.2 The amount of the fee shall be specified in the Fees & Charges Policy.

44.3 The fee constitutes consideration for:

• auction infrastructure;
• bidder authentication;
• auction administration;
• bid recording;
• auction result certification;
• related services.

45. FEE EARNED UPON ESTABLISHMENT OF SUCCESSFUL BUYER STATUS

45.1 The Successful Bidder Infrastructure Fee becomes earned immediately upon establishment of Successful Bidder status.

45.2 The fee is not conditional upon:

• execution of the Agreed-Form CPCV;
• payment of contractual deposits;
• transfer of title;
• completion of the transaction.

45.3 The Bidder acknowledges that IPK's principal service has been completed upon establishment of Successful Bidder status.

46. PAYMENT PROVIDER AUTHORITY

46.1 The Bidder authorises IPK and its authorised payment service providers to process payments properly due under the auction framework.

46.2 The Bidder shall maintain a valid payment method whilst participating in Auctions.

47. PAYMENT DISPUTES AND CHARGEBACKS

47.1 The Bidder acknowledges that payment authorisation procedures form part of the auction participation process.

47.2 The Bidder undertakes not to initiate a payment dispute, chargeback or reversal in bad faith in relation to fees properly earned and payable under the auction framework.

47.3 Nothing in this Agreement limits any mandatory rights available under applicable law.

48. FRAUDULENT PAYMENT REVERSALS

48.1 IPK may investigate payment disputes and chargebacks.

48.2 Where a chargeback or reversal is initiated fraudulently or dishonestly, IPK may:

• suspend participation;
• terminate participation;
• refuse future registrations;
• pursue recovery of properly payable amounts.

49. INTERNAL PARTICIPATION RESTRICTIONS

49.1 To preserve auction integrity, the following persons may not participate as bidders in an Auction administered by IPK unless expressly authorised through a documented compliance procedure:

• directors of IPK;
• officers of IPK;
• employees of IPK;
• contractors involved in administration of the relevant Auction;
• consultants involved in administration of the relevant Auction;
• entities controlled by such persons;
• spouses, civil partners, immediate family members or nominees acting on behalf of such persons;
• persons acting on behalf of or for the benefit of such persons.

49.2 No person shall use non-public information obtained through administration of an Auction to obtain an unfair advantage.

49.3 IPK may investigate suspected breaches and cancel bids where reasonably necessary to protect auction integrity.

50. PLATFORM INTEGRITY, AUDIT TRAILS AND EVIDENTIAL RECORDS

50.1 The Bidder shall not engage in conduct that may compromise auction integrity, platform security or the fairness of the bidding process.

50.2 IPK may maintain audit trails relating to:

• account activity;
• bidding activity;
• verification procedures;
• communications;
• payment authorisations.

50.3 IPK may maintain evidential records relating to Platform activity.

50.4 Subject to applicable law, such records may be relied upon as prima facie evidence of relevant activity except in cases of manifest error.

DOCUMENT A2

VERSION V21

PART 3

CLAUSES 51–70

51. BIDDER INDEMNITY

51.1 The Bidder shall indemnify and hold harmless IPK, its directors, officers, employees, contractors, consultants, agents and service providers against losses, liabilities, claims, proceedings, damages, costs and expenses arising directly or indirectly from:

• breach of this Agreement;
• breach of auction documentation;
• misuse of the Platform;
• fraudulent conduct;
• collusive conduct;
• unlawful conduct;
• misuse of Contractual Disclosure Package materials;
• unauthorised disclosure of confidential information;
• false, inaccurate or misleading information supplied by the Bidder;
• lack of authority to act on behalf of another person or entity.

51.2 The Bidder shall reimburse IPK for reasonable costs incurred in investigating breaches of this Agreement.

51.3 This Clause survives termination of this Agreement.

52. NO OBLIGATION TO LITIGATE

52.1 The Bidder acknowledges that IPK operates an auction infrastructure platform and is not a party to the underlying sale transaction.

52.2 IPK may, but shall not be obliged to:

• assist parties by providing evidential records;
• assist parties by confirming auction outcomes;
• cooperate with lawful requests for information.

52.3 IPK shall have no obligation to:

• commence legal proceedings;
• fund legal proceedings;
• pursue legal proceedings;
• enforce rights belonging to a Seller, Successful Bidder or other participant.

52.4 Decisions regarding enforcement of rights arising from a failed transaction remain matters for the affected parties.

53. LIMITATION OF LIABILITY

53.1 To the fullest extent permitted by law, IPK shall not be liable for:

• inaccuracies in information supplied by Sellers;
• inaccuracies in information supplied by Partner Agencies;
• inaccuracies in information supplied by Seller Lawyers;
• Property condition;
• title matters;
• planning matters;
• licensing matters;
• financing failures;
• lender decisions;
• transaction non-completion;
• acts or omissions of third parties;
• delays caused by third parties;
• decisions taken by Sellers;
• decisions taken by Seller Lawyers;
• decisions taken by Partner Agencies.

53.2 IPK's role is limited to provision of auction infrastructure and associated services.

53.3 Nothing in this Agreement excludes or limits liability which cannot lawfully be excluded or limited under Portuguese law.

54. SUSPENSION

54.1 IPK may suspend participation where reasonably necessary to:

• investigate misconduct;
• investigate fraud;
• investigate collusion;
• investigate security concerns;
• investigate payment disputes;
• comply with legal obligations;
• protect Platform integrity.

54.2 Suspension may be immediate where IPK reasonably considers such action necessary.

54.3 Suspension shall not affect accrued obligations.

55. TERMINATION

55.1 IPK may terminate participation where:

• the Bidder breaches this Agreement;
• false information has been supplied;
• fraudulent conduct is suspected;
• collusive conduct is suspected;
• continued participation creates unacceptable legal, regulatory, operational or reputational risk.

55.2 Termination shall not affect:

• fees already earned;
• accrued rights;
• accrued obligations;
• evidential rights;
• confidentiality obligations;
• anti-circumvention obligations.

56. DATA PROTECTION

56.1 Personal data may be processed by IPK in accordance with:

• applicable data protection legislation;
• the Privacy Policy;
• operational requirements associated with administration of Auctions.

56.2 The Bidder expressly authorises IPK to disclose information to:

• the Seller;
• the Seller Lawyer;
• the Partner Agency;
• payment providers;
• identity verification providers;
• professional advisers engaged by IPK;

where reasonably required for operation of the auction process.

56.3 Where the Bidder becomes the Successful Bidder, IPK may provide the Bidder's identity, contact details and relevant registration information to the Seller, Seller Lawyer and Partner Agency for the purpose of implementing the transaction.

57. COMMUNICATIONS

57.1 The Bidder consents to communication by electronic means.

57.2 Communications may be sent through:

• email;
• Platform notifications;
• secure data room messaging;
• other reasonable electronic means.

57.3 The Bidder is responsible for maintaining accurate and current contact details.

57.4 The Bidder acknowledges that time-sensitive communications relating to Auctions may be sent electronically.

58. NOTICES

58.1 Notices to IPK shall be sent to:

58.2 IPK may provide notices to the Bidder by:

• email;
• Platform notification;
• publication on the Platform;
• other reasonable electronic means.

58.3 Electronic notices shall be deemed received when transmitted unless proven otherwise.

59. THIRD-PARTY SERVICE PROVIDERS

59.1 IPK may utilise third-party providers for:

• identity verification;
• payment processing;
• hosting services;
• cloud infrastructure;
• communications;
• cybersecurity;
• fraud prevention;
• sanctions screening;
• operational support.

59.2 IPK shall not be responsible for failures of third-party providers beyond its reasonable control.

59.3 Use of third-party providers does not create contractual rights between the Bidder and those providers unless expressly stated otherwise.

60. FORCE MAJEURE

60.1 IPK shall not be liable for delay, interruption or inability to perform obligations caused by circumstances beyond its reasonable control.

60.2 Such circumstances may include:

• cyberattacks;
• malicious interference;
• internet outages;
• telecommunications failures;
• cloud provider failures;
• governmental action;
• regulatory intervention;
• war;
• civil disturbance;
• natural disasters;
• pandemics;
• payment processor failures;
• identity verification provider failures.

60.3 IPK may suspend, postpone, extend or cancel Auctions affected by such events.

61. NO PARTNERSHIP OR AGENCY

61.1 Nothing in this Agreement creates:

• a partnership;
• a joint venture;
• an employment relationship;
• an agency relationship;

between IPK and the Bidder.

61.2 The Bidder participates as an independent party.

62. ENTIRE AGREEMENT

62.1 This Agreement forms part of the integrated IPK auction framework.

62.2 This Agreement shall be read together with:

• Auction Terms & Conditions;
• Fees & Charges Policy;
• Identity Verification & Onboarding Policy;
• Consumer Summary & Risk Notice;
• Privacy Policy;
• applicable Contractual Disclosure Package;
• auction-specific documentation.

62.3 Together these documents constitute the entire agreement governing participation in Auctions conducted through the Platform.

63. SEVERABILITY

63.1 If any provision of this Agreement is determined by a court or competent authority to be invalid, unlawful or unenforceable, that provision shall be severed only to the extent necessary.

63.2 The remaining provisions shall continue in full force and effect.

63.3 Any invalid provision shall, where possible, be interpreted in a manner that most closely reflects its intended commercial purpose.

64. NO WAIVER

64.1 Failure or delay by IPK in exercising a right shall not constitute a waiver.

64.2 Any waiver must be:

• express;
• in writing;
• authorised by IPK.

64.3 A waiver relating to one matter shall not constitute a waiver regarding any other matter.

65. ASSIGNMENT

65.1 The Bidder may not assign, transfer or delegate rights or obligations arising under this Agreement without IPK's prior written consent.

65.2 IPK may assign, transfer or novate rights and obligations arising under this Agreement in connection with:

• corporate restructuring;
• merger;
• acquisition;
• sale of business;
• group reorganisation.

66. LANGUAGE

66.1 This Agreement may be made available in multiple languages.

66.2 The Portuguese version shall prevail to the extent required by mandatory provisions of Portuguese law.

66.3 Translations are provided for convenience only.

67. REGULATORY POSITION

67.1 The Bidder acknowledges that IPK operates an auction platform and related infrastructure services.

67.2 IPK does not:

• act as the Buyer's lawyer;
• act as the Seller's lawyer;
• act as escrow agent;
• receive contractual deposits;
• receive completion monies;
• guarantee completion of transactions;
• guarantee the financial capability, intention or ability of any bidder to complete a transaction.

67.3 Real estate mediation services are provided by the relevant Partner Agency.

67.4 Legal services relating to the transaction are provided by the Seller Lawyer and other professional advisers engaged by the parties.

68. GOOD FAITH

68.1 The parties shall act in good faith in relation to performance of this Agreement.

68.2 The Bidder acknowledges that the auction process relies upon cooperation between participants, professional advisers and transaction stakeholders.

68.3 Nothing in this Clause obliges IPK to pursue litigation or enforcement action against any third party.

69. GOVERNING LAW AND JURISDICTION

69.1 This Agreement, its interpretation, validity, performance, enforcement and any non-contractual obligations arising from or connected with it shall be governed exclusively by the laws of the Portuguese Republic.

69.2 Any issue not expressly regulated by this Agreement shall be governed by Portuguese law.

69.3 Without prejudice to mandatory jurisdictional rules applicable under Portuguese law or European Union law, the courts of the Judicial District of Loulé, Portugal shall have exclusive jurisdiction regarding disputes arising from or connected with:

• this Agreement;
• participation in Auctions;
• use of the Platform;
• obligations arising from Successful Bidder status.

69.4 Where mandatory consumer protection legislation confers jurisdiction upon another court, such mandatory provisions shall prevail.

70. CONTACT DETAILS