EAC Agency Operating Agreement

2.1 Mandatory EAC Registration

To qualify for a professional account on Propertyzone, the Agent must:

• Hold a valid, current registration with the Estate Agents Council (EAC) of Zimbabwe.
• Possess an unexpired Practicing Certificate issued by the EAC.
• Be in good standing, with no active suspensions, disciplinary prohibitions, or disbarment orders.
• Maintain Professional Indemnity Insurance coverage as mandated by the Estate Agents Act.
• Operate a compliant, audited Trust Account for all client funds, subject to statutory verification.

2.2 Mandatory Documentation

The following documents must be submitted for professional vetting:

• EAC Registration Certificate (visible registration number required)
• Current Annual Practicing Certificate
• Company Registration Documents (CR6 and CR14 or equivalent under the Companies Act)
• Valid Tax Clearance Certificate (ITF263) or TIN Verification
• Professional Indemnity Insurance Certificate
• National ID or Passport of the Designated Principal
• Proof of Physical Business Address (Utility Bill or Lease Agreement)
• Audited Trust Account Banking Details

2.3 Verification and Vetting Protocol

Sparkline Labs performs rigorous due diligence through:

• Direct cross-referencing with the EAC official register of licensed practitioners
• Authentication of submitted statutory and corporate documents
• Disciplinary history audits and background compliance checks
• Physical address validation, which may include unannounced site inspections

Account activation is subject to successful vetting, typically finalized within 3-5 business days. We reserve the absolute right to deny registration or request supplemental compliance data.

2.4 Ongoing Compliance Obligations

Agents are under a continuous duty to disclose and maintain status:

• Notify Sparkline Labs within 48 hours of any change in EAC registration status
• Submit renewed Practicing Certificates no later than 7 days prior to expiry
• Update corporate records immediately upon any change in directors or business address
• Maintain uninterrupted insurance coverage and provide renewal proof annually
• Report any EAC investigations or legal proceedings involving client funds immediately

CRITICAL: Lapse in EAC registration or Practicing Certificate validity results in immediate, automatic account suspension and removal of all active listings.

3.1 Adherence to Statutory Frameworks

The Agent is strictly bound to operate in accordance with the following regulatory pillars:

• EAC Code of Conduct: Absolute compliance with the ethical and professional standards set by the Estate Agents Council.
• Estate Agents Act [Chapter 27:05]: Full statutory compliance, specifically regarding the handling of client funds and professional representations.
• Consumer Protection Act: Protecting the rights of property seekers against predatory marketing or deceptive trade practices.
• Propertyzone Security Protocols: Strict adherence to platform-specific data integrity and anti-fraud policies.

3.2 Mandatory Proof of Authority

The Agent warrants that every listing published is backed by valid legal authority:

Note: Sparkline Labs reserves the right to audit mandates at random. Listing a property without a documented mandate is a material breach of this Agreement and may lead to EAC referral.

3.3 Representation and Data Integrity

Listings must be factual and technically accurate. The Agent represents and warrants that:

• Descriptions reflect the current physical condition and structural integrity of the asset.
• Land size and building measurements are sourced from official title deeds or surveyor reports.
• Photographic evidence is current and depicts the specific unit or stand being marketed.
• Utility Sovereignty: Borehole depth, water yield, and solar backup capacities must be disclosed accurately where such claims are made.
• Legal Status: The status of Title Deeds, Cessions, or Council approvals is represented without ambiguity.
• Known material defects, including structural cracks or damp, are disclosed to avoid misrepresentation claims.

3.4 Service Level Standards

To maintain marketplace trust, the Agent agrees to:

• Respond to all platform-generated inquiries within 24 hours.
• Maintain current "Availability Status" for all listings; sold/let properties must be archived within 24 hours.
• Facilitate professional property viewings with verified seekers in a timely manner.
• Relay all formal offers to the Property Owner within 24 hours of receipt.

3.5 Prohibited Professional Malpractice

4.1 Core Agency Tools

Sparkline Labs provides the following professional infrastructure for registered agencies:

4.2 Infrastructure Disclaimers and SLAs

Propertyzone maintains high-availability systems but provides no guarantees regarding:

• Absolute platform uptime (though we target a 99% infrastructure availability).
• A fixed volume of leads or inquiries; lead generation is dependent on market demand and listing quality.
• The successful finalization of any sale or rental transaction.
• Specific search engine ranking or visibility relative to competing agencies.
• Immunity from localized ISP failures, power outages, or regional internet disruptions.

4.3 Right to Modify Infrastructure

Sparkline Labs reserves the unilateral right to update, pivot, or discontinue any platform feature to optimize performance or ensure statutory compliance. While we aim to provide reasonable notice for significant changes to the Agent's workflow, the Platform is not liable for operational disruptions caused by such modifications.

5.1 Volume-Based Subscription Structure

Propertyzone operates on a volume-based pricing model. All active Agent Accounts—regardless of size—have equal access to the platform's professional toolset, analytics, and security features. We do not sell "premium placement" packages; we sell listing capacity.

5.2 Merit-Based Ranking (Quality Score)

5.3 Ancillary Professional Services

Agents may procure transactional add-ons including:

• Asset Amplification: Targeted social media distribution for specific high-priority mandates.
• Media Production: Professional property photography and 3D virtual tour creation.
• Verification Badging: Independent third-party data verification (when available).

None of these services guarantee a specific search rank; they solely enhance the quality and reach of the listing data.

5.4 Payment Modalities and Arrears

• Subscriptions are billed in advance on a monthly or quarterly cycle.
• Payments are accepted via Bank Transfer and Mobile Money at prevailing market rates.
• All amounts exclude VAT unless expressly stated.
• Arrears Policy: Accounts with a 7-day payment lapse will face restricted platform access. Beyond 14 days, all active listings will be hidden from public view until the account is settled in full.

5.5 Economic Adjustments and Fee Modifications

Given the volatility of the Zimbabwean economic environment, Sparkline Labs reserves the right to adjust fees periodically. While we aim to provide 30 days' notice for any structural changes to pricing, immediate adjustments may be necessary to reflect statutory or inflationary shifts. Continued use of the platform following a rate adjustment constitutes acceptance of the new commercial terms.

6.1 License to Agent-Generated Content

By disseminating content (listings, imagery, utility data, and descriptions) through Propertyzone, the Agent grants Sparkline Labs an irrevocable, worldwide, royalty-free license to:

• Publish and distribute the content across all platform interfaces and mobile applications.
• Sublicense data to verified partner portals and digital affiliates for maximum market exposure.
• Incorporate listing data into Propertyzone marketing, social distribution, and industry reports.
• Optimize and modify media for technical performance (including watermarking, resizing, and format transcoding).
• Maintain an archival record of historical transaction data for market analytics and compliance.

6.2 Warranties of Content Origin

The Agent retains primary ownership of uploaded materials but warrants that:

• They possess the absolute legal right or license to every image and text block uploaded.
• Content does not infringe upon the copyrights, trademarks, or proprietary rights of any third party.
• Written consent has been obtained from Property Owners for the digital representation of their assets.
• The content represents the "ground truth" of the property and adheres to EAC advertising standards.

6.3 Proprietary Platform Assets

Sparkline Labs retains exclusive ownership of all platform-related IP, including:

• The proprietary software architecture, search algorithms, and database schemas.
• The Propertyzone brand, logos, and specific "Verified Agency" iconography.
• The UI/UX design and the structure of Utility Sovereignty reports.
• Aggregated market intelligence data and comparative pricing indexes.

Unauthorized scraping, reproduction, or reverse-engineering of Propertyzone's database or interface is strictly prohibited and will be met with legal action.

6.4 Aggregated Market Intelligence

Sparkline Labs reserves the right to harvest anonymized, aggregated data from all listings and agent activities to produce market research, industry benchmarks, and platform enhancements. While individual agency strategy remains confidential, the resulting macro-data remains the sole property of Sparkline Labs for the purpose of improving transparency in the Zimbabwean real estate market.

7.1 Technical and Statutory Disclaimers

7.2 Absolute Limitation of Liability

7.3 Mandatory Agent Indemnification

The Agent agrees to indemnify, defend, and hold harmless Sparkline Labs and its directors from all claims, legal costs, and statutory penalties arising from:

• Misrepresentation of property titles, cessions, or legal status.
• Material breach of the Estate Agents Act [Chapter 27:05] or EAC Code of Conduct.
• Unauthorized marketing of properties (failure to possess a valid written mandate).
• Infringement of third-party intellectual property or privacy rights.
• Professional malpractice or negligence during property viewings and closings.
• Failure to secure client funds in mandated, audited Trust Accounts.

This indemnification is a core condition of platform access and survives any termination of this Agreement.

7.4 Professional Indemnity Obligation

The Agent must maintain current Professional Indemnity (PI) Insurance as a prerequisite for using Propertyzone. It is the Agent's sole responsibility to ensure their policy covers digital marketing activities. Sparkline Labs will not provide defense or coverage for liabilities that fall under statutory insurance requirements.

8.1 Voluntary Offboarding by Agent

The Agent may terminate this Agreement at any time, subject to the following exit conditions:

• Provision of 30 days' formal written notice to the Sparkline Labs compliance team.
• Full settlement of all outstanding subscription fees, ancillary service charges, and VAT obligations.
• Final reconciliation of any pending user inquiries or active lead progressions.

Termination of this Agreement does not extinguish the Agent's indemnification duties or liability for conduct occurring during the active term of the contract.

8.2 Grounds for Immediate Platform Decertification

Sparkline Labs reserves the unilateral right to suspend or terminate platform access immediately, without prior notice, under the following "Zero-Tolerance" conditions:

8.3 Post-Termination Protocols and "Blackout"

Upon the effective date of termination or suspension:

• Marketplace Blackout: All active listings are immediately removed from public search results to protect consumer data integrity.
• Asset Cessation: The Agent must immediately cease the use of all Propertyzone "Verified Agency" branding and marketing collaterals.
• Financial Acceleration: All outstanding invoices become immediately due and payable.
• Data Archival: Under Zimbabwean statutory requirements, transaction records and listing data are archived for 7 years to facilitate potential EAC audits or legal discovery.
• Profile Status: The Agency profile is marked as "Inactive/Decertified" and removed from the professional directory.

8.4 Reinstatement and Re-Vetting Protocol

Suspended accounts are not automatically reactivated. Reinstatement requires a full compliance audit, including the submission of updated EAC credentials, settlement of all arrears including a reactivation surcharge, and verification of trust account standing. Sparkline Labs maintains absolute discretion to refuse the reinstatement of any Agent previously terminated for material or professional breach.

9.1 Governing Statutory Framework

This Agreement is strictly governed by and construed in accordance with the laws of the Republic of Zimbabwe. The primary legal anchors for this contract are the Estate Agents Act [Chapter 27:05] and the Contract Act. Any litigation arising from this Agreement that is not subject to arbitration shall fall under the exclusive jurisdiction of the High Court of Zimbabwe in Harare.

9.2 Mandatory Informal Mediation

Before initiating formal legal proceedings, both parties agree to attempt an administrative resolution. The Agent must submit a formal "Notice of Dispute" to compliance@sparklinelabs.co.zw. Both parties commit to a 21-day good-faith negotiation period to resolve the matter and avoid unnecessary legal overhead.

9.3 Binding Arbitration

In the event that informal mediation fails, the dispute shall be settled by final and binding arbitration under the Arbitration Act [Chapter 7:15]. This provides a streamlined, professional alternative to the standard court backlog:

• The arbitration will be conducted in Harare by a single arbitrator appointed by the Commercial Arbitration Centre (CAC).
• Proceedings will be conducted in English and governed by the procedural rules of the CAC.
• Arbitration costs shall be shared equally unless the arbitrator finds a party's position to be vexatious or without merit.
• The resulting award is final; grounds for appeal are strictly limited to those defined within the Arbitration Act.

9.4 Regulatory Independence and EAC Cooperation

Contractual disputes between Sparkline Labs and the Agent do not supersede the statutory authority of the Estate Agents Council (EAC). Sparkline Labs maintains a policy of total transparency with the regulator; we will cooperate fully with any EAC investigation regarding an Agent's professional conduct or trust account management, independent of any active commercial dispute.

9.5 Waiver of Representative Proceedings

All disputes must be resolved on an individual basis. By entering into this Agreement, the Agent waives the right to participate in class action lawsuits or collective representative claims against Sparkline Labs. Your standing on the platform is based solely on your individual agency's compliance and performance.

10.1 Statutory Data Processing

Sparkline Labs processes professional data in strict accordance with the Cyber Security and Data Protection Act [Chapter 12:07]. This processing is a mechanical necessity for maintaining a secure real estate ecosystem and includes:

• KYC and Accreditation Data: Agency names, EAC registration numbers, and Practicing Certificate details.
• Listing Intelligence: Granular property data, including historical pricing and utility sovereignty metrics.
• Audit Trails: Transactional history, billing records, and engagement performance for regulatory reporting.
• Communication Metadata: Records of interactions between Agents and Users to ensure professional conduct.

10.2 Regulatory and Third-Party Disclosures

Agency and listing data may be disclosed to the following entities:

• Marketplace Users: Public-facing professional credentials and listing details required for buyer due diligence.
• The Estate Agents Council (EAC): Full disclosure of agency status and listing history for statutory verification and audit purposes.
• Partner Infrastructure: Listing aggregators and digital affiliates used to amplify property reach.
• Judicial Authorities: Law enforcement or courts when a disclosure order is issued regarding a property dispute or fraud investigation.

10.3 Agent as an Independent Data Controller

Upon receiving an inquiry, the Agent assumes the role of an Independent Data Controller. You are legally liable for protecting the following:

• Seeker Privacy: Personal data of prospective buyers or tenants harvested through platform interactions.
• Owner Confidentiality: Sensitive information regarding property titles and seller motivations not intended for public view.
• Access Integrity: The security of Agent Account credentials to prevent unauthorized listing modifications.

Failure to handle user data according to the Data Protection Act is a material breach and grounds for immediate decertification.

10.4 Audit Retention Standards

To satisfy Zimbabwean tax laws and EAC reporting requirements, Agent data—including archived listings and financial records—is retained for a period of seven (7) years following account termination. While you may request data deletion, Sparkline Labs is legally obligated to maintain an audit trail for the duration of this statutory period to facilitate potential legal discovery or regulatory inquiries.

11.1 Integrated Professional Mandate

This Agreement, in conjunction with the Platform Terms of Service, Privacy Protocols, and the EAC Statutory Compliance Statement, constitutes the exhaustive legal understanding between the Agent and Sparkline Labs. It supersedes all prior verbal agreements, informal arrangements, or unregulated marketing promises. No external representation, whether written or oral, shall have any legal standing if not integrated herein.

11.2 Statutory and Operational Amendments

Sparkline Labs maintains the right to modify these provisions to align with evolving statutory requirements or Zimbabwean economic shifts. Agents will be notified of material changes 30 days in advance via the registered email on file. Continued interaction with the platform beyond the notice period constitutes an irrevocable acceptance of the updated mandate.

11.3 Provision Severability

The invalidity or unenforceability of any specific clause within this Agreement under Zimbabwean law shall not compromise the structural integrity of the remaining provisions. Any failed clause will be modified to the minimum extent required by law to render it valid, preserving the original commercial intent of the parties.

11.4 Non-Waiver of Enforcement

The failure of Sparkline Labs to exercise or enforce any right or provision of this Agreement at a specific time does not constitute a waiver of such right in the future. Any waiver of compliance must be executed in writing by an authorized representative of Sparkline Labs to be legally recognized.

11.5 Restriction on Assignment

Platform access and the rights granted under this Agreement are specific to the EAC-registered entity vetted during onboarding. The Agent may not transfer or assign this Agreement to any third party without express written consent. Sparkline Labs reserves the right to assign this Agreement freely in the event of a merger, acquisition, or corporate restructuring.

11.6 Independent Practitioner Status

Nothing in this Agreement establishes a partnership, joint venture, or employer-employee relationship. The Agent operates as an independent contractor, solely responsible for their own professional conduct, tax compliance (including VAT and Income Tax), and statutory obligations under the Estate Agents Act. Sparkline Labs provides the infrastructure; the Agent provides the professional service.

11.7 Infrastructural Force Majeure

Sparkline Labs is not liable for service disruptions caused by factors beyond reasonable operational control. This includes, but is not limited to, national power grid failures (ZESA), regional internet outages, currency volatility, or shifts in government regulatory policy that impede the technical delivery of the platform.

11.8 Official Communication Channels

Formal notices to Sparkline Labs must be directed to compliance@sparklinelabs.co.zw or delivered to our registered physical address. Notices to the Agent will be dispatched to the primary email address associated with their professional profile. A notice is deemed received 24 hours after digital transmission.

11.9 Permanent Obligations (Survival)

Provisions regarding financial settlement, professional indemnification, liability caps, intellectual property ownership, and the statutory dispute resolution process shall survive the termination of this Agreement, remaining in full effect indefinitely.