Terms and Conditions
1. Introduction
1.1 Scope of Application
For any use and any type of use of the platform 'primestate.ch' by the platform users, only the following General Terms and Conditions of Primestate (GTC) and referenced agreements and documents shall apply.
1.2 Subject
Primestate AG (Primestate) operates a digital mediation platform for Swiss off-market real estate that is accessible through electronic applications (Platform). Through the platform, providers can make their properties accessible to a verified group of investors, while investors gain access to information about off-market properties that meet their individual investment strategies and search criteria. If a transaction occurs as a result of mediation through the platform, Primestate receives a mediation fee from both the investor and the provider.
The following definitions apply:
Providers are natural and legal persons who offer off-market properties on the platform. Providers can offer the off-market properties on the platform in their own name and for their own account or on behalf of a property owner. Offers on the platform, however, are always made at their own risk.
Investors are natural and legal persons who search for and intend to acquire off-market properties through the platform. Investors may do so in their own name and for their own account or on behalf of a purchaser. The use of the platform, however, is always at their own risk.
Platform users are providers and investors.
Off-market properties are plots in Switzerland that are for sale but are not offered on publicly accessible platforms, in advertisements, or through other generally accessible marketing channels. The use of the platform is exclusively intended for such off-market properties. Properties that are publicly offered or have been offered may not be mediated through the platform. Corresponding offers will be removed from the platform without prior notice.
1.3 Primestate is exclusively an intermediary
Primestate is – unless expressly agreed or marked otherwise – not a contracting party in the sale of off-market properties offered on the platform. Primestate acts solely as the operator of the platform and mediates the offer of the respective provider with the acquisition interest of a registered investor.
The responsibility for all information related to off-market properties offered through the platform, as well as for the submission of expressions of interest, rests solely with the respective provider or investor. Platform users always act on the platform in their own name and at their own risk. Primestate does not guarantee the accuracy, completeness, or timeliness of the content provided by the users.
1.4 Registration
The use of the platform requires prior registration as a provider or investor. The registration takes place as part of an application process, during which applicants must provide certain information about themselves as well as their brokerage or investment interest.
As part of the application process, a confidentiality agreement in accordance with the guidelines of Primestate must also be submitted. Only after the complete receipt of all requested documents and the signed confidentiality agreement will the application be reviewed. Primestate reserves the right to reject or accept applications without giving reasons. There is no entitlement to admission to the platform. The platform may only be used by registered users who have been accepted by Primestate.
1.5 Violation of these Terms and Conditions
Primestate reserves the right, in the event of a violation of one or more provisions of these Terms and Conditions, to temporarily suspend or permanently delete the account of the platform users or to remove individual off-market properties from the platform.
2. Specific provisions for providers
2.2 Fees for the Provider
In the event of a successful conclusion of the contract, the provider Primestate owes a fee of 0.3% of the purchase price for the off-market property or of the purchase price for all shares of the off-market real estate company (Provider Fee).
By accepting these terms and conditions, the provider commits to paying the agreed provider fee plus the legally required VAT upon a successful conclusion of the contract. The fee is due for payment 30 days after the successful conclusion of the contract. The provider is obliged to inform Primestate immediately, but no later than within five (5) working days, about the conclusion of the corresponding contract. Upon receipt of this notification, Primestate will issue the invoice. Regardless of the receipt of the notification, the fee is in any case due within 30 days from the conclusion of the contract.
2.3 Prohibition of Public Listing
Only off-market properties are facilitated on the platform, meaning that the provider is prohibited from offering or promoting the off-market property available through the platform on publicly accessible platforms, networks, broker lists, or comparable distribution channels. This prohibition applies during the offering period on the platform.
Violations of this provision entitle Primestate to immediately delete the offer, suspend the user account, and assert further legal claims.
3. Specific Provisions for Investors
3.1 Conclusion of Contract
The contract between the investor and Primestate comes into effect when the investor successfully registers on the platform and receives a corresponding confirmation (acceptance) from Primestate.
A contract between the provider and the investor is concluded when a contract is finalized between the provider or owner of the off-market property and the investor according to section 2.1. Primestate is not a party to this legal transaction and assumes no responsibility for its establishment or execution. The role of Primestate is limited exclusively to the mediation between the provider and the investor via the platform.
3.2 Fees for the Investor
Upon successful conclusion of the contract, the investor owes Primestate a fee of 0.3% of the purchase price for the off-market property or the purchase price for all shares of the off-market property company (Investor Fee).
By accepting these terms and conditions, the investor commits to paying the agreed investor fee plus the legally required sales tax upon successful conclusion of the contract. The fee is due for payment 30 days after the successful conclusion of the contract. The investor is obliged to inform Primestate without delay, at the latest within five (5) business days, about the conclusion of a corresponding contract. After receiving this notification, Primestate will issue the invoice. Regardless of the receipt of the notification, the fee is due in any case within 30 days from the conclusion of the contract.
4. Common Provisions for Platform Users
4.1 Information of Platform Users
Platform users are required to provide complete, accurate, and current information about themselves, their contact details, and all relevant information related to the use of the platform and the off-market property at the time of registration and throughout the entire duration of using the platform. In particular, no false, misleading, or incomplete information regarding offered off-market properties, investment intentions, or personal or business circumstances may be submitted or published on the platform.
Users are obliged to promptly update any changes to their data using the designated functions in their user account. Primestate communicates with platform users primarily via the e-mail address provided at registration. Users are solely responsible for receiving, acknowledging, and the technical accessibility of these communications.
4.2 Fee Model
The platform users acknowledge and expressly accept that Primestate charges a fee from both the provider and the investor in the event of a successful mediation of an off-market property or in the case of a successful contract conclusion.
4.3 Prohibition of Circumvention
The platform users undertake to conduct all communication and negotiations related to off-market properties mediated through the platform exclusively via the platform. If a contract is concluded between a provider and an investor regarding an off-market property offered or mediated through the platform (whether by direct acquisition of the off-market property or indirectly by acquiring shares in an off-market property company), the provider fee and the investor fee will be due for payment in any case.
A circumvention transaction, in which the provider or the investor conducts a transaction outside the platform or involving third parties to avoid the fee obligation towards Primestate, is not permitted. In such a case, Primestate is entitled to the full provider fee and the full investor fee as if the transaction had been conducted via the platform.
Furthermore, Primestate reserves the right to initiate legal action and claim damages in the event of intentional circumvention.
4.4 Operation of the Platform and Maintenance
Primestate provides the platform and associated services to the platform users, in particular remote access, in accordance with industry standards and strives for the best possible availability and access. However, Primestate does not guarantee uninterrupted availability of the platform or the associated services. Primestate reserves the right to temporarily restrict the use of the platform as needed.
Primestate is entitled to take the platform or parts of it out of service at any time for maintenance, improvement, or technical adjustments. Planned maintenance work will be announced on the platform in advance whenever possible.
Primestate provides support services for the platform to the extent deemed appropriate and necessary at the discretion of Primestate. There is no entitlement to a specific type, a specific scope, or a specific response time of support unless expressly agreed in writing.
Primestate is not liable for damages resulting from temporary unavailability of the platform, delays in support, or technical disruptions.
4.5 Use of the Platform
By using the platform, platform users accept that Primestate makes no guarantees of any kind, including but not limited to uninterrupted availability of the platform, marketability, or suitability for a particular purpose, or freedom from errors or failures.
4.6 Communication by Primestate and Access to Information
Invoicing, reports, or any other communication between Primestate and the platform users will take place either in writing, electronically via email, or digitally through the platform. The provisions of section 4.9 of these General Terms and Conditions remain reserved.
4.7 Responsibility for Transactions
The platform users bear sole responsibility in connection with the execution of a transaction regarding an off-market property, as well as for the legality, accuracy, completeness, and timeliness of the information and materials made available or communicated by the providers or investors to each other.
Primestate does not guarantee the accuracy or completeness of information made available by platform users on the platform. The providers or investors are solely responsible for this.
4.8 Withdrawal of the Platform Usage Rights
Primestate is entitled to terminate the use of the platform by a provider or an investor at any time with immediate effect if Primestate determines that the provider or investors have violated these terms and conditions or have damaged the reputation of the platform. Primestate does not have to announce this measure in advance.
4.9 Requests from Platform Users
Requests from platform users regarding the platform should be submitted to Primestate exclusively via email: info@primestate.ch. Requests will be answered within a reasonable time frame.
5. Liability
Primestate non è responsabile per negligenza lieve o moderata, inclusi i danni indiretti risultanti.
Primestate gestisce esclusivamente la piattaforma e non si assume alcuna responsabilità per perdite, danni o lesioni di qualsiasi tipo che si verificano prima, durante, dopo o in qualsiasi altro modo in relazione a una transazione riguardante un immobile off-market.
6. Intellectual property and other rights
6.1 Diritti sulla piattaforma
Tutti i diritti, titoli e aspettative sulla piattaforma, inclusi, ma non limitati a, il software sottostante, il codice sorgente, il design, i contenuti, i marchi, i loghi, i testi, le immagini, i database e altri elementi, rimangono di esclusiva proprietà di Primestate o dei suoi licenziatari. Ciò include tutti i diritti di proprietà intellettuale, inclusi i diritti d'autore, i diritti sui marchi, i diritti sui brevetti e i diritti di design.
6.2 Granting of a Right of Use
The platform users are granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to use the platform in accordance with these GTC and exclusively for the intended purposes.
6.3 Prohibited Actions
Platform users are prohibited from, without prior written consent from Primestate, (i) copying, modifying, adapting, reverse engineering, decompiling, or otherwise attempting to decrypt the source code of the platform or any parts of it, unless permitted by mandatory Swiss law, (ii) using the platform for unlawful purposes or in a manner that violates the rights of Primestate or third parties, or (iii) using automated systems (e.g. bots, scraping tools) to access the platform or extract content.
6.4 Protection of Rights
The platform users acknowledge that the platform is protected by copyright, trademark, patent law, and other protective rights under Swiss law. Any unauthorized use, distribution, or violation of these rights is prohibited and may result in civil and criminal consequences.
6.5 Changes and Updates
Primestate reserves the right to change, update, or discontinue the platform or parts thereof at any time. Platform users have no claim to any specific functionality of the platform.
6.6 Content from platform users
6.6.1 License to Use Content
Platform users who provide content (e.g., texts, images, videos, reviews) on the platform grant Primestate a simple, unlimited in time and space, transferable, and sublicensable right to use this content for the operation of the platform and particularly for the mediation of off-market real estate.
6.6.2 Ownership of Platform User Content
The ownership of the content provided by platform users remains with the platform users, unless otherwise agreed. However, the platform users assure that they have all the necessary rights to provide the content and grant the mentioned usage rights.
6.6.3 Prohibited Content
Platform users may not make content accessible or upload content to the platform that is (i) unlawful, offensive, discriminatory, or otherwise inappropriate, (ii) infringes the rights of third parties, especially intellectual property rights, or (iii) contains malware or other harmful components.
6.6.4 Deletion of Content
Primestate reserves the right to remove content from platform users without prior notice if it violates the Terms and Conditions or applicable law.
5. Confidentiality
All information accessible through the platform, particularly details regarding off-market properties, owners, providers, investors, price expectations, transaction structures, as well as all other economically, financially, legally, or technically non-public information, are considered confidential and are subject to an absolute duty of confidentiality.
Platform users undertake to use all confidential information that becomes known to them in the context of using the platform solely for the purpose of evaluating a potential acquisition or sale of an off-market property and not to disclose it to third parties, unless this is necessary for the execution of the transaction and the relevant third parties are themselves subject to an equivalent duty of confidentiality.
A prerequisite for registration on the platform is the signing of a separate confidentiality agreement, which is an integral part of the contractual relationship with Primestate.
8. Final provisions