Terms and conditions
Last modified: 10 December 2024
Scope
These terms and conditions (“Platform Terms“) apply to the access and the use the platform available on https://sumixx.com (“Platform“) and the related services provided by Sumixx AG, Alte Steinhauserstrasse 1, 6330 Cham, Switzerland (“Sumixx“) via the Platform in accordance with these Platform Terms (together the “Services“).
To access or use the Services, the user (each separately “User” and together “Users“) must agree to and abide by these Platform Terms.
These Platform Terms, together with all other referenced documents, form a legally binding agreement (“Agreement“) between Sumixx and the Users.
If the User does not agree to these Platform Terms, the User may not use or access the Services. The User represents and warrants that they are not a person or entity barred from using the Services under the laws of Switzerland, their place of residence, or any other applicable jurisdiction.
Onboarding & Registration
The Services will be accessible to the Users in their then-current version and according to the Platform Terms. The User must register or create an account to access and use the Services or part of the Services. Each User may register only one account on the Platform.
The User shall provide accurate, current, and complete information during registration and keep their account information up-to-date. Accounts registered by bots or automated methods are not authorized and will be terminated.
The User is responsible for maintaining the confidentiality and security of their account credentials and may not disclose their credentials to any third party. The User is responsible and liable for activities conducted through their account and must immediately notify Sumixx if there is any suspicion that their credentials have been lost, stolen, or their account is otherwise compromised.
In order to register, the User must:
- In the case of natural persons, be of legal age (in any case at least eighteen years old) and fully capable of judgment and action;
- In the case of legal entities, the registering user must be authorized to represent the legal entity in a legally binding manner;
- Not be located or have a seat or residence in the following countries: Afghanistan, Belarus, Burundi, Central African Republic, Congo Democratic Republic, Democratic People’s Republic of Korea (DPRK), Guinea, Guinea Bissau, Haiti, Iran, Iraq, Libya, Mali, Moldova, Myanmar, Republic of South Sudan, Nicaragua, Russia, Somalia, Sudan, Syria, Ukraine, Venezuela, Yemen, Zimbabwe or any other jurisdictions in which the Services may be prohibited.
If and as permitted by applicable law, Sumixx may, but has no obligation to (i) ask the User to provide identification or other information, (ii) undertake checks designed to help verify User’s identity or background and (iii) screen the User against third-party databases or other sources and request reports from service providers.
Sumixx may reject or cancel a User’s registration in its sole discretion and without specifying any reason. Sumixx may subject the full access of a User to the Services to its prior approval.
Sumixx may delegate all or part of the onboarding process set forth in these Platform Terms to one or multiple third parties. In such cases, the Users herby acknowledge and agree that the onboarding third party will be entitled to share all relevant data and other information related to the onboarding process with Sumixx.
Services
Deal
The Services aim to facilitate and streamline the sale of property such as real estate and luxury goods (“Property”) between selling Users (each a “Seller“) and buying Users (each a “Buyer“), if applicable via the intermediary of a User acting as an agent (each an “Agent“) via the Platform.
For each deal related to specific Property (each a “Deal“), the Seller may onboard one or multiple Agent(s) at its own discretion. Agents onboarded on a given Deal may onboard one or multiple Buyer(s) at its own discretion. For the avoidance of doubt, an Agent may be both an Agent and a Seller in a given Deal.
For each Deal, the Seller shall provide Sumixx with the relevant information as listed on the Platform (“Deal Information“). The Seller may delegate this obligation to the Agent. Sumixx may at its own discretion share all relevant Deal Information to third parties.
A match occurs when both a Buyer and a Seller communicate their interests with regard to the finalization of a given Deal (“Match“).
Purchase
Any onboarded User may prepay any amount of their choosing to Sumixx (“Prepayment“), to be held in escrow, for the purpose of future Deals. The User hereby acknowledges and agrees that the Prepayments are not cancellable and will not be repaid by Sumixx, except if mandatory under applicable law.
The purchase process is the following:
- Upon the occurrence of a Match, the Buyer shall promptly pay the agreed purchase price, as well as any applicable conversion fees as displayed on the Platform, (“Purchase Price“) to Sumixx, to be held in escrow, via the payment methods made available by Sumixx. If the Buyer previously paid a Prepayment, Sumixx shall use the Prepayment in priority to cover the Purchase Price to the extent possible. The obligation to pay the Purchase Price applies to any remaining amount.
- As soon as reasonably possible following the payment of the Purchase Price, Sumixx shall confirm to the Seller that the funds in escrow are sufficient to cover the amount due to the Buyer and the related fees in accordance with these Platform Terms.
- Upon receiving confirmation from Sumixx regarding the availability of the Purchase Price held in escrow, the Seller and Buyer shall enter into a separate purchase agreement for the relevant Deal (“Purchase Agreement“). The Buyer and the Seller shall take all necessary measures and promptly deliver all necessary documents and information for the conclusion of the Purchase Agreement. This notably includes, but is not limited to, electing a representative with required power of signature to attend all necessary in-person or online meetings with any notary public or other similar entities.
- The Buyer and the Seller shall agree on pre-determined conditions upon which occurrence the purchase price will have to be released from escrow to the Seller (“Release Conditions“). The Release Conditions may include, but are not limited to, the transfer of ownership of the relevant Property.
- Upon the signature of the Purchase Agreement and the occurrence of the Release Conditions, Sumixx shall promptly release the Purchase Price from escrow to the Seller.
The Purchase Price shall be paid to the Seller in the currency (incl. cryptocurrencies) mutually chosen by the Buyer and the Seller from the list made available by Sumixx on the Platform. Any currency conversion fees associated with the Deal shall be borne by the Buyer and automatically deducted by Sumixx from the Purchase Price.
Between the Match and the closing of the Purchase Agreement, respectively the payment of the Purchase Price to the Seller, all User involved in the relevant Deal undertake to collaborate and provide their best efforts to finalize the Deal.
Agent
Unless otherwise or further agreed in a separate agreement between the Agent and the Buyer and/or the Seller, the Agent shall provide its best efforts for the finalization of the Deal on which the Agent is involved. The Agent’s remuneration for a given deal is governed by the separate Agents Platform Terms and conditions and the related order form applicable to an Agent.
Further agreements
The Users may enter into further separate agreements between them or with Sumixx in order to govern aspects of their relationship not governed by these Platform Terms or to further define their obligations. Any deviation from the Platform Terms not anticipated by the Platform Terms requires an explicit reference to the altered clause of the Platform Terms.
General terms and conditions of the User are excluded unless they have been expressly accepted by Sumixx.
Rights & Obligations of Sumixx
Sumixx will provide the User with the Services as agreed in the Agreement. Sumixx may engage third parties to provide parts of the Services.
Sumixx may and is possibly required by law to suspend access to the Services or the User’s account based upon reasonable determination of the occurrence or potential for occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity.
Sumixx reserves a right to ask the User to provide feedback through forms, questionnaires, and polls in order to improve their Services (“Feedback”). Sumixx may use, or not use, any such Feedback, without any obligation, whether financial or otherwise, to the User. The User assigns all rights (including but not limited to intellectual property rights), title, and interest in the Feedback to Sumixx and acknowledges it has no claim in relation to the Feedback.
Rights & Obligations of User
The User shall use the Services in compliance with the Agreement and all legal and moral obligations applicable in the territory where they are located.
The User shall cooperate in the performance of this Agreement to the necessary extent free of charge. The User shall provide Sumixx with all necessary information, documents, materials, access, software, data, as well as competent staff, and anything else reasonably required for the provision of Services. Furthermore, the User shall inform Sumixx immediately if errors or faults occur and shall support Sumixx in the analysis and, if necessary, in the elimination of errors and faults to the extent required.
If the provision of Services under this Agreement is delayed due to the User’s failure to comply with his duty to cooperate or due to other circumstances for which the User is responsible, the User bears the disadvantages and additional costs incurred.
The User shall immediately inform Sumixx of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services.
The User shall not:
- circumvent or attempt to circumvent any security protection of the Services;
- use the Services in unlawful or fraudulent ways or for any unlawful or fraudulent purpose or effect;
- access the Services via any automated system or take any action that may impose an unreasonable load on Sumixx’s infrastructure;
- Trick, defraud or mislead us and other Users, especially in an attempt to learn sensitive account information such as user passwords;
- Upload or transmit any form of virus, worm, trojan horse, code injection, phishing attempt, or other malicious information or code;
- Upload or provide any information that is confidential, proprietary or owned by a third party, without permission to do so, or post or supply any content that constitutes defamation, a copyright or trademark infringement, a legal violation, that is objectionable, obscene, inflammatory, fraudulent, harassing, invasive of the privacy or confidences of others, or that interferes with the use and enjoyment of the Services by other Users; and
- bypass the measures that Sumixx may use to prevent or restrict access to or use of the Services.
The User shall not, unless with Sumixx’s prior written permission:
- try to decompile or reverse engineer the Services or any part of it, or derive the source code;
- copy, modify, distribute, reproduce, translate, disassemble or use in any other way any information, text, graphics, images, software obtained from the Services, or any other part of the Services; and
- create derivative works based on the whole or any part of the Services or any content available on the Services.
Term & Termination
The Agreement between the parties remains in full force and effect until its termination by either party. Both the User and Sumixx may terminate the Agreement at any time with immediate effect. Termination does not affect any rights, obligations, or liabilities of either party that have accrued before or are intended to stay effective beyond termination.
Intellectual Property
Each party retains all rights, titles, and interests to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intangible property rights (“Intellectual Property Rights”). All Intellectual Property Rights in the Services or any part of it remain vested in Sumixx.
Sumixx grants the User a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services in accordance with the Agreement.
The Services may contain open-source components. Such components are subject to the respective license.
Confidentiality & Privacy
The Users and Sumixx may disclose to each other confidential information (“Confidential Information“). Confidential Information includes, without limitation, any information which is marked as confidential such as organization information, customer databases, functionalities and features of the Services, or information which has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to a User or Sumixx. Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving party, is not considered confidential. Each party undertakes to protect all confidential information that becomes accessible or known based on the Platform Terms. This confidentiality obligation remains in force even after the termination of the Agreement. Sumixx and the User, or the Users between them, may further define their duties regarding confidentiality in a non-disclosure agreement, in which case the provisions of the non-disclosure agreement prevail.
Sumixx collects and processes personal data as described in its Privacy Policy available . Sumixx protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. The User authorizes Sumixx to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its services or for analysis purposes. The parties may further define their duties regarding data protection in a data processing agreement, in which case the provisions of the data processing agreement prevail.
No warranty and limited liability
The User acknowledges that the Services are provided “as is” and “as available”, and Sumixx makes no warranties or representations of any kind related to the Services or the information and materials contained thereon. Sumixx makes the Services available to the User and uses reasonable care and skill in the performance of the Services.
Sumixx does not guarantee that the Services are error-free and will function without any interruption or disruption. Sumixx may at its own discretion carry out maintenance or improvements to the Services and its infrastructure, and the User acknowledges that this may result in temporary delays and interruptions from time to time, which may impact the timely finalization of a Deal. Where reasonably possible, Sumixx will inform the User about potential interruptions in advance. Any further warranty is excluded.
The User further acknowledges and agrees that Sumixx is not representing or warranting any particular feature of the Services and Sumixx is not responsible or liable for the Property, for the ability of such Property to fulfill the specific objectives that the User is hoping to achieve, or for any damages arising from or in relationship with the Property. In particular, Sumixx is not responsible or liable for the quality of the information provided by the Users in relation to the Property and for the completion of a given Deal by the relevant Users.
Neither the Platform nor any information or data contained in the Services constitute financial, investment, tax, legal, accounting, or other advice.
The Services may contain statements that constitute ‘forward-looking statements’. Sumixx is under no obligation to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise and makes no warranty regarding the completeness and accuracy of such statements.
To the extent permitted by applicable law, the liability of Sumixx, its affiliates, or any of its directors, employees, contractors, service providers, or agents is limited to willful misconduct, gross negligence, and personal injury. Any further liability of Sumixx under any title is explicitly excluded, including any liability for economic, or intangible damages deriving from the User’s use of the Services and liability for technical transmission delays or outages.
The User agrees to indemnify, and hold Sumixx harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (i) breach of this Agreement or any legal regulation by the User, its employees or other persons acting on behalf of the User; (ii) any breach of User’s representations and warranties set forth in the Agreement; (iii) User’s violation of the rights of a third party.
Miscellaneous
Entire Agreement: The Agreement constitutes the entire agreement between Sumixx and the User, and supersedes all prior agreements, between the parties relating to the subject matter of the Agreement. Other agreements explicitly mentioned in these Platform Terms are reserved.
Changes to Platform Terms: Sumixx may, from time to time, change these Platform Terms. Sumixx will notify the User at least 14 days before such changes apply to the User.
Notices: Notices must be given in writing, including e-mail, and need to be communicated:
- To Sumixx’s attention: via email to: contact@sumixx.com
- To User’s attention: by publishing on the Platform or where explicitly agreed between the parties via email to the last e-mail address provided for this purpose by the User. It is the User’s responsibility to keep provided contact information current.
No Assignment: The User may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of Sumixx.
Severability: If any provision of the Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain in full force and effect.
Language: These Platform Terms are available in more than one language version. In case of discrepancy between the English version of these Platform Terms and any translated version, the English version prevails.
Governing Law & Jurisdiction: These Platform Terms are governed by and construed in accordance with the substantive laws of Switzerland under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and subject to the jurisdiction of the ordinary courts at the seat of Sumixx.
Links: The Services may contain third-party content or links to third-party websites. Sumixx does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.