OFF/MARKET

Off/Market Exchange is a members-only platform operated by Off/Market Exchange Ltd (“we”, “us”, “the Company”), a company incorporated in England and Wales. The platform facilitates the introduction of off-market commercial property opportunities between vetted professional members on a strictly confidential basis.

Access to the platform is available to eligible property professionals who register directly or are invited by the Company. By creating an account you confirm that you accept these Terms of Service in full.

Membership is restricted to professional property market participants including, but not limited to, commercial agents, property advisors, fund managers, family offices, developers, and principal buyers and sellers of commercial real estate. The Company reserves the right to refuse or revoke membership at its sole discretion without providing reasons.

You must be at least 18 years old and authorised to act on behalf of any entity you represent. By accepting these terms you warrant that all information provided — including your name, company, contact details, and professional biography — is accurate and up to date.

Each member is required to maintain a complete profile including their full name, company, and a short professional biography. This information is visible to other members on the platform and appears on listings and mandates you post.

Access to the platform is currently provided free of charge during our launch period. The Company reserves the right to introduce a paid subscription at any time, with no less than 30 days' notice to existing members prior to any charges being applied.

Where a paid subscription is in effect, subscriptions will be billed in advance via our payment processor, Stripe. There is no minimum term — members may cancel at any time and access will continue until the end of the current billing period. No refunds are issued for partial periods.

Certain members may be granted complimentary access by the Company at our discretion. Such access does not carry any entitlement and may be withdrawn at any time.

By using the platform you agree to:

• Only submit listings for properties in which you hold a genuine mandate, direct instruction, or ownership interest.
• Treat all information accessed through the platform as strictly confidential and not share it with third parties without the express consent of the disclosing party.
• Not use contact details obtained through a Secure Introduction for any purpose other than the specific transaction for which they were disclosed.
• Not circumvent, copy, or attempt to replicate the platform or its processes outside of this service.
• Maintain an accurate and professional profile, including a genuine biography and, where provided, a current profile photograph.
• Conduct yourself professionally and honestly in all interactions with other members and with the Company.

Any breach of these obligations may result in immediate suspension or termination of your membership without refund.

All listings and mandates submitted to the platform are displayed to members in good faith. The Company does not independently verify the accuracy of listing information and accepts no liability for errors, omissions, or misrepresentations made by members in their submissions.

Members submitting a listing warrant that they are directly mandated or are the legal owner or authorised representative of the property, and that no third-party exclusivity arrangements are in place that would prevent the introduction being made.

The off-market nature of this platform is its core value. Members must not disclose the existence of any specific opportunity, deal room, counterparty identity, or transaction detail to persons outside the platform without prior written consent from the other party. Breach of this obligation is treated as a material breach of these terms and may result in immediate termination of membership.

The Company acts solely as an introduction platform. We are not a party to any transaction between members and accept no liability for the outcome of any introduction, negotiation, or deal. Members transact entirely at their own risk and are responsible for conducting their own due diligence.

To the fullest extent permitted by law, the Company's total liability to you for any claim arising from your use of the platform shall not exceed the total subscription fees paid by you in the three months preceding the claim.

All content, design, and functionality of the platform is the intellectual property of Off/Market Exchange Ltd. You may not copy, reproduce, or distribute any part of the platform without our prior written consent. Member-submitted content (listings, mandates, profile information) remains the intellectual property of the submitting member, but you grant the Company a licence to display it to other members for the purpose of operating the platform.

We may update these Terms of Service from time to time. Where changes are material we will notify members by email at least 14 days before the changes take effect. Continued use of the platform after that date constitutes acceptance of the revised terms.

These terms are governed by the laws of England and Wales. Any disputes arising from your use of the platform shall be subject to the exclusive jurisdiction of the courts of England and Wales.

For any questions regarding these terms, please contact us at ops@rothmoreproperty.com.