IPK property campaign platform
Portuguese

CAMPAIGN TERMS AND CONDITIONS

Version 2.0 | IPK Structured Sale Process

This Campaign Terms and Conditions document (the “Terms”) governs all Campaigns conducted through the IPK platform and applies to:

Participation in any Campaign implies full acceptance of these Terms, which are made available to the participant in a manner that allows them to be accepted, read, stored and reproduced.

IDENTIFICATION OF IPK

IPK is the trading name of ESCALA GALANTE UNIPESSOAL, LDA., a private limited company incorporated in Portugal, with NIPC/NIF 519455541 and registered office at Rua Serpa Pinto 68B, 8100-714 Loulé, Portugal, holder of DGE Authorisation No. 205/Leiloeiras, granted under Decree-Law No. 155/2015 of 10 August. IPK contact details are available on the “Contact Us” page of the Platform.

RECITALS

Accordingly, the following is agreed:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For the purposes of these Terms, unless the context requires otherwise:

“AMI” The licence issued by the competent authority permitting the exercise of real estate mediation in Portugal.

“AMI Entity” The legally licensed real estate mediation entity responsible for carrying out the real estate mediation activities relating to the relevant Property.

“Bidder Participation Agreement” The agreement between IPK and each Offeror, available on the Platform, governing the Offeror’s individual participation in the Campaign.

“Campaign” The Structured Sale Process conducted through IPK’s technological infrastructure in relation to a given Property, comprising the Promotion Phase and the Online Offers Period.

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

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

“Comparable Market Range” The pricing levels commonly observed for broadly comparable properties within the same location and market segment, provided solely for market context, which is neither a valuation of the Property nor a guarantee of its market value.

“Consumer” An Offeror who is an individual acting for purposes outside their commercial, industrial, craft or professional activity.

“Consumer Summary and Risk Notice” The information document available on the Platform summarising, for Consumers, the main rights, obligations and risks associated with participating in a Campaign.

“Contractual Disclosure Dossier” The set of documents made available to Offerors in relation to the Property, including:

“Current Offer” The value of the Offer shown by the Platform as the highest at any given time, determined in accordance with article 8.3.

“Force Majeure Event” Any event beyond IPK’s reasonable control, including:

“IPK” ESCALA GALANTE UNIPESSOAL, LDA., identified in the section “Identification of IPK”.

“IPK Legal Framework” The set of documents applicable to the Platform and to Campaigns, comprising these Terms, the Bidder Participation Agreement, the Consumer Summary and Risk Notice, the Platform policies and rules and, for each Property, the Contractual Disclosure Dossier.

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

“Maximum Offer” The maximum amount an Offeror is willing to pay, corresponding to the value of the Offer submitted by that Offeror, which is kept confidential once the Reserve has been reached, in accordance with article 8.3.

“Offer” Any offer to acquire the Property submitted through the Platform, during the Online Offers Period, by an authenticated Offeror.

“Offeror” An individual or legal entity previously approved to participate in a Campaign.

“Online Offers Period” The period following the Promotion Phase, lasting seventy-two (72) hours, plus any extensions under article 7, during which Offers may be submitted through the Platform, unless otherwise indicated on the Property page.

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

“Partner Agency” The AMI Entity responsible for sourcing, promoting and commercially managing the Property within the Campaign, acting under the agreement entered into with IPK and the Seller.

“Platform” The digital infrastructure operated by IPK and accessible through the ipk.pt domain.

“Pre-Approved CPCV” The Promissory Contract of Sale (Contrato-Promessa de Compra e Venda) prepared or approved by the Seller’s Lawyer and made available to Offerors in advance through the Contractual Disclosure Dossier.

“Promotion Phase” The initial period of the Campaign, lasting twenty-one (21) days, during which the Property is promoted and interested parties may access the Contractual Disclosure Dossier, unless otherwise indicated on the Property page.

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

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

“Seller” The legal owner of the Property.

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

“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.

“Successful Offeror” The Offeror who submits the highest valid Offer, provided that the Reserve has been reached or validly released by the Seller.

“Successful Offeror Infrastructure Fee” or “Fee”
The sum of €1,950.00 (one thousand nine hundred and fifty euros), inclusive of VAT at the legal rate in force, payable to IPK for the provision of technological infrastructure, operational administration and management of the electronic process, and falling due at the moment the Successful Offeror is determined.

1.2 Interpretation

Unless expressly stated otherwise:

2. NATURE OF THE IPK INFRASTRUCTURE

2.1 Operational Positioning

IPK carries out solely administrative, technological and operational functions, acting only as:

2.2 Excluded Activities

Under these Terms, IPK does not carry out, and is not deemed to carry out, any of the following activities:

2.3 Real Estate Mediation

All activities legally classified as real estate mediation in relation to the Property are carried out exclusively by the relevant AMI Entity, in accordance with applicable Portuguese law, including Law No. 15/2013 of 8 February.

Nothing in these Terms may be interpreted as giving IPK any real estate mediation functions.

2.4 Functions of the Seller’s Lawyer

The Seller’s Lawyer is exclusively responsible for:

2.5 IPK Authorisation

Holding DGE Authorisation No. 205/Leiloeiras does not change the nature of the functions described in article 2.1, nor does it give IPK the right to carry out real estate mediation or any of the activities listed in article 2.2.

3. REGISTRATION AND ADMISSION OF OFFERORS

3.1 Condition of Participation

Participation in any Campaign depends on prior completion of the registration, authentication and approval process carried out through the Platform, in accordance with the Identity Verification and Platform Participation Policy.

The mere creation of an account on the Platform does not confer any right to participate.

3.2 Required Information

A prospective Offeror must provide all information and documents reasonably requested for the purposes of:

3.3 Accuracy of Information

Each Offeror declares and warrants that all information provided:

The Offeror further undertakes to report any relevant change occurring after registration.

3.4 Right of Suspension or Refusal

IPK may, where objectively necessary to protect the integrity of the Platform or to comply with the law, suspend, restrict or refuse the participation of any applicant or Offeror, in particular where there are reasonable grounds relating to:

The decision will be taken objectively and proportionately and does not entitle the person concerned to compensation for the mere refusal of admission, without prejudice to any rights conferred by mandatory law.

4. CONTRACTUAL DISCLOSURE DOSSIER

4.1 Availability

Once registration has been approved, the Offeror will have access to the Contractual Disclosure Dossier for the Property.

Access will be provided through the Platform, under the technical conditions set by IPK, during the Promotion Phase and the Online Offers Period.

4.2 Content

The Contractual Disclosure Dossier may include documents and information provided by, among others:

4.3 Contractual Documentation

By submitting an Offer, the Offeror declares that they have read, understood and accepted all documents and information made available in the Contractual Disclosure Dossier (the data room), including:

An Operational Amendment published after an Offer has been submitted does not affect that Offer, which remains valid and binding.

4.4 Duty of Diligence

It is solely the Offeror’s responsibility, before submitting any Offer, to carry out the checks they consider necessary, including:

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 that content lies exclusively with the entities that provided it.

5. COMPARABLE MARKET RANGE

5.1 Purely Indicative Nature

The Comparable Market Range reflects the pricing levels commonly observed for broadly comparable properties within the same location and market segment. It is provided solely for market context.

The Comparable Market Range does not constitute:

5.2 No Guarantees

Neither IPK, nor the AMI Entity, nor the Seller guarantees that the Property has any particular value as a result of the Comparable Market Range published.

Each Offeror must form their own independent view of the value of the Property.

6. OFFER RULES

6.1 Binding Nature of Offers

Each Offer submitted through the Platform by an authenticated Offeror constitutes a firm and irrevocable proposal to enter into the Pre-Approved CPCV, up to the amount submitted, without prejudice to the provisions on the Reserve.

The Offer remains effective until the Campaign closes, without prejudice to article 6.5 and article 9.

6.2 Conduct of Offerors

Offerors are expressly prohibited from:

6.3 Disclosure of Offers

During the Campaign, the Platform may disclose information about the Offers submitted, on an anonymised or partially anonymised basis, solely to ensure transparency and the proper functioning of the process.

Under no circumstances will information that directly identifies Offerors be disclosed, except where legally required.

6.4 Minimum Increments

IPK may set mandatory minimum increments between successive Offers where necessary to ensure the proper functioning of the Campaign.

Minimum increments may vary between Campaigns and will be shown on the Property page before the Online Offers Period begins.

6.5 Closure without a Successful Offeror

If the Online Offers Period ends without the requirements of article 9.1 being met, the Campaign is deemed closed without a Successful Offeror, the Offers submitted lapse and no obligation to enter into the Pre-Approved CPCV arises.

7. AUTOMATIC EXTENSION OF THE CAMPAIGN

7.1 Five-Minute Rule

If a valid Offer is submitted during the last five (5) minutes of the Online Offers Period, the Online Offers Period is automatically extended by a further five (5) minutes.

7.2 Successive Extensions

The extension provided for in the previous paragraph repeats automatically whenever a new valid Offer is submitted during the last five (5) minutes of the period then in progress.

The Campaign ends only when a full period of five (5) minutes elapses without any new valid Offer being submitted.

7.3 Purpose

The automatic extension mechanism is intended to:

8. RESERVE GOVERNANCE

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 Offerors, unless the Seller expressly decides otherwise.

8.2 Release of the Reserve

The Reserve may be released or reduced only by decision of the Seller, communicated through the authenticated intervention of the Seller personally or of the authorised representatives of the relevant AMI Entity acting on the Seller’s written instructions, using the validation mechanisms made available by the Platform.

8.3 Current Offer and No Fictitious Offers

The Platform does not generate, submit or display Offers on behalf of the Seller, the Partner Agency or IPK, and does not use any automatic or simulated offer mechanism on behalf of third parties. The Platform merely records the Offers submitted by Offerors and shows the Current Offer as follows:

The confidentiality of the Reserve is protected solely by not disclosing its value until it is reached. While the Reserve has not been reached, the Platform may indicate that the Reserve has not yet been reached, without revealing its value.

8.4 Security Controls

Reserve procedures may include:

8.5 Prohibition on Making Offers by the Seller and Intermediaries

The Seller, their representatives, the Partner Agency and their staff may not submit Offers, directly or indirectly, nor influence the Offers of third parties for the purpose of artificially raising the price.

9. DETERMINATION OF THE SUCCESSFUL OFFEROR

9.1 Requirements

Successful Offeror status is established when all of the following requirements are met:

9.2 Legal Effects

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

The determination of the Successful Offeror does not in itself constitute the transfer of ownership of the Property, nor does it replace the execution of the Pre-Approved CPCV and of the public deed or authenticated private document, as required by law.

9.3 Campaign Result Certificate

Once the Campaign has concluded, the Platform may issue a Campaign Result Certificate containing the authenticated record of the determination of the Successful Offeror.

The Certificate constitutes evidence of the outcome of the Campaign, without prejudice to the other electronic documentation produced during the process.

9.4 Price

The purchase price of the Property is the Current Offer at the close of the Campaign, determined in accordance with article 8.3, and will be the price stated in the Pre-Approved CPCV entered into with the Successful Offeror.

10. SUCCESSFUL OFFEROR INFRASTRUCTURE FEE

10.1 Mandatory Pre-Authorisation

Submission of the first Offer in a Campaign is conditional on the prior creation of a payment authorisation (pre-authorisation) on the Offeror’s payment method, corresponding to the total amount of the Successful Offeror Infrastructure Fee, VAT included.

The pre-authorisation is intended solely to secure collection of the Fee should the Offeror become the Successful Offeror. It is not a payment, deposit, guarantee or part of the purchase price of the Property.

10.2 Amount

The Successful Offeror Infrastructure Fee is €1,950.00 (one thousand nine hundred and fifty euros), with VAT at the legal rate in force already included. This is the total amount payable by the Offeror and will be shown before the pre-authorisation is created.

10.3 Nature of the Fee

The Successful Offeror Infrastructure Fee is the consideration owed to IPK for the technological infrastructure and operational administration services provided in the Campaign, including:

The Fee is separate from and independent of the purchase price of the Property and is not real estate mediation remuneration.

10.4 When the Fee Falls Due

The Fee falls due in full and is immediately payable at the moment the Offeror becomes the Successful Offeror.

Once that moment occurs, IPK may immediately capture the pre-authorisation previously granted and will issue the corresponding invoice, for which the Offeror must provide invoicing details, including their tax identification number.

10.5 Release of the Pre-Authorisation

Where the Offeror does not become the Successful Offeror, IPK will instruct the immediate release of the pre-authorisation as soon as the Campaign closes.

The actual time taken for the held amount to become available again depends on the payment method issuer and the financial institutions involved and is not within IPK’s control.

10.6 Non-Refundable

Once the Successful Offeror has been determined, the Infrastructure Fee is non-refundable, except in the following cases:

10.7 Start of the Service and Consumers

If the Offeror is a Consumer, by creating the pre-authorisation and submitting their first Offer they expressly request that IPK’s services begin immediately and acknowledge that, once the service has been fully performed through the determination of the Successful Offeror, they will lose any right of withdrawal they may otherwise have under Decree-Law No. 24/2014 of 14 February.

11. POST-CAMPAIGN PROCEDURES

11.1 End of IPK’s Involvement

Once the Successful Offeror has been determined, IPK’s operational involvement in the Campaign is deemed complete.

Without prejudice to these Terms, IPK will only:

11.2 Legal Coordination

Following the notification referred to in the previous paragraph, the legal conduct of the transaction is exclusively the responsibility of the Seller’s Lawyer.

In particular, the Seller’s Lawyer is responsible for:

11.3 Obligation to Enter into the CPCV

Once the conditions set out in this document and in the Contractual Disclosure Dossier are met, the Seller and the Successful Offeror undertake to enter into the Pre-Approved CPCV within three (3) business days of the determination of the Successful Offeror, unless a different period is expressly provided in the Special Conditions of Sale.

The Pre-Approved CPCV will be entered into in the form legally required for a promissory contract relating to real estate. Unjustified refusal by either party to enter into the Pre-Approved CPCV is subject to the consequences set out in the Bidder Participation Agreement, the Special Conditions of Sale and the general law.

11.4 Transaction Completion Target

Unless the Special Conditions of Sale provide otherwise, the parties undertake to use reasonable efforts to ensure that the final transfer of the Property takes place within an indicative period of forty-five (45) days after the CPCV is entered into.

That period is an operational target and does not in itself result in the automatic termination of the transaction.

12. TECHNICAL RISKS AND OPERATIONAL POWERS

12.1 Platform Availability

IPK will use all reasonable efforts to ensure the continuous operation of the Platform.

However, IPK does not guarantee that access to the Platform will be permanent, uninterrupted or entirely free of technical faults.

12.2 Operational Powers

Where objectively necessary to ensure the regularity of the process, IPK may:

The measures set out in this article may be taken, in particular, as a result of:

IPK will inform Offerors through the Platform of the measure taken and its grounds. Unless that notice states otherwise, Offers already submitted remain effective.

12.3 Official Time

For all purposes relating to the operation of the Campaign, only the time recorded by the official IPK Platform servers, in UTC, will prevail.

Any discrepancy with the clock used by participants is legally irrelevant.

13. LIMITATION OF LIABILITY

13.1 Exclusion of Liability

To the fullest extent permitted by applicable law, IPK is not liable for any damage resulting, directly or indirectly, from:

13.2 Maximum Limit

Without prejudice to the mandatory provisions of applicable law, IPK’s total liability arising from these Terms may not exceed the amount actually received by IPK as the Successful Offeror Infrastructure Fee in respect of the relevant Campaign.

13.3 Exceptions

Nothing in these Terms excludes or limits IPK’s liability for wilful misconduct or gross negligence, for damage to life, physical integrity or health, or for any liability that cannot be excluded or limited by law, including consumer protection legislation and the rules on standard contract terms.

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 Campaign may be processed by IPK, as data controller, to the extent strictly necessary for:

Data will be processed in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation), Law No. 58/2019 and other applicable Portuguese legislation. Information on the purposes, lawful bases, recipients, retention periods and data subjects’ rights is set out in IPK’s Privacy Policy.

14.2 Evidential Value of Electronic Records

Participants expressly acknowledge that, unless a manifest error or proven manipulation is shown, the following may be admissible as evidence:

These records may be retained for the period legally necessary to defend the rights of IPK and the other parties involved, in accordance with the Privacy Policy.

15. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms, and all Campaigns, Offers, determinations of the Successful Offeror, Campaign Result Certificates and any contractual or non-contractual obligations arising from them, are governed exclusively by Portuguese law, without prejudice to the mandatory consumer protection rules of the law of the Consumer’s country of habitual residence, where applicable.

15.2 Jurisdiction

Without prejudice to mandatory legal rules on territorial or subject-matter jurisdiction, including those that give the Consumer the right to bring proceedings before the courts of their domicile, the parties agree to submit disputes arising from these Terms to the exclusive jurisdiction of the Judicial Court of the District of Loulé.

15.3 Complaints and Alternative Dispute Resolution

Offerors may submit complaints to IPK in accordance with the Complaints Policy and Complaints Handling Procedure, and through the Electronic Complaints Book.

Consumers may have recourse to a competent consumer alternative dispute resolution body, the list of which is available on the Consumer Portal. IPK will inform Consumers, in the Complaints Policy, of the body to which it is bound, where applicable.

15.4 Interim Relief

Nothing in these Terms limits IPK’s right to apply to any competent court for interim relief or urgent measures reasonably necessary to:

16. FINAL PROVISIONS

16.1 Integration into the IPK Contractual System

These Terms form an integral part of the IPK Legal Framework and are to be interpreted together with the other documents that make it up.

16.2 Order of Precedence

Unless expressly provided otherwise, in the event of conflict between documents forming part of the IPK Legal Framework applicable to a given Campaign, the following order of priority applies:

The Consumer Summary and Risk Notice is purely informative and does not prevail over any of the above documents.

16.3 Partial Invalidity

The nullity, voidability or unenforceability of any provision of these Terms does not affect the validity of the remaining provisions, which remain fully effective, unless the invalid provision is essential to the overall economy of the contract.

16.4 No Waiver

Failure or delay in exercising any right under these Terms does not constitute a waiver of that right or prevent its later exercise.

16.5 Assignment

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 is to be construed as creating a partnership, association, mandate, agency, fiduciary relationship or any other legal bond between IPK and any participant, beyond the obligations expressly provided for.

16.7 Survival

All provisions relating to the following remain fully effective after the completion, termination, expiry or cessation of the Campaign:

16.8 Language

These Terms are made available in Portuguese and English versions.

Where both versions exist, a harmonious interpretation between them will be sought. In the event of any discrepancy, the Portuguese version prevails.

16.9 Versions and Amendments

IPK may amend these Terms by publishing the new version on the Platform stating its effective date. Each Campaign is governed by the version of the Terms in force on the date the Property is published on the Platform, unless the amendment is required by law or does not prejudice Offerors’ rights.

ACCEPTANCE

Participation in any Campaign means that the participant declares that they: