Terms of Service

1. Introduction and Acceptance

Welcome to Llave. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Jeff Apel, operating as a self-employed individual (autónomo) under the trading name Llave, with registered address in Valencia, Spain (“Llave,” “we,” “us,” or “our”).

By accessing or using our platform at llave.eu (the “Platform”), you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy and Cookie Policy, which are incorporated herein by reference. If you do not agree, you must not use the Platform.

You must be at least 18 years of age and have the legal capacity to enter into binding contracts in your jurisdiction to use the Platform. By creating an account, you represent and warrant that you meet these requirements.

2. Definitions

In these Terms, the following terms have the meanings set out below:

3. Service Description

Llave is an online marketplace that facilitates introductions between property developers and sellers (“Sellers”) and potential real estate investors (“Investors”). The Platform provides tools for listing real estate investment opportunities, displaying project information, enabling communication between parties, processing commitment deposits, and managing the deal lifecycle.

4. Account Registration

To access certain features of the Platform, you must create an account. When registering, you agree to:

• Provide accurate, complete, and current information during registration and to update it promptly if it changes.
• Maintain the confidentiality and security of your account credentials. You are solely responsible for all activity that occurs under your account.
• Notify us immediately at hello@llave.eu if you suspect any unauthorised access to or use of your account.
• Complete KYC (Know Your Customer) verification before placing a Commitment Deposit or listing a Project. This includes providing a valid government-issued ID document (front and back) and a recent proof of address.
• Maintain only one account per person. Creating multiple accounts is a violation of these Terms and grounds for immediate termination.

We reserve the right to refuse registration, suspend, or terminate any account at our discretion if we reasonably believe the information provided is false, incomplete, or that the account is being used in violation of these Terms.

5. Seller Obligations

By listing a Project on the Platform, Sellers represent, warrant, and agree to the following:

• Accuracy of information: All project data submitted is accurate, truthful, not misleading, and does not omit material facts. This includes, without limitation, property descriptions, financial projections, renovation budgets, legal status, and associated risks.
• Legal right: The Seller has the legal ownership, authorisation, or duly granted power of attorney to sell, develop, or otherwise transact the listed property.
• Regulatory compliance: The Seller is solely responsible for ensuring that the property and the proposed transaction comply with all applicable laws, regulations, building codes, planning permissions, and licensing requirements.
• Good faith communication: The Seller must respond to investor inquiries in a timely manner and in good faith, and must not provide misleading or evasive responses.
• Material changes:The Seller must notify Llave immediately of any material changes to a listed Project, including changes in legal status, ownership, pricing, permits, or any other fact that could affect an Investor’s decision.
• Deal closure notification: The Seller must notify Llave when a deal closes (i.e., when the property transaction is completed through offline legal channels), so that the Platform can process the commission and update records accordingly.

6. Investor Obligations

By using the Platform as an Investor, you acknowledge, represent, and agree to the following:

• Due diligence: You are solely responsible for conducting your own independent due diligence before committing to any investment. Information presented on the Platform is for reference only and does not constitute a recommendation, endorsement, or verification by Llave.
• Investment risk: You acknowledge that real estate investments carry inherent risks, including but not limited to market fluctuations, construction delays, regulatory changes, liquidity risk, and the potential loss of all or part of your capital. Projected returns are estimates only and are not guaranteed.
• Professional advice: You are strongly encouraged to consult independent financial, legal, and tax advisors before making any investment decisions.
• Financial capacity: You have sufficient funds and the legal capacity to make the investment. The funds used are from legitimate sources and are not the proceeds of illegal activity.
• Binding commitment: Once a Commitment Deposit has been processed, it represents a binding expression of intent (see Section 7).
• Eligibility: You meet all applicable accreditation, eligibility, or regulatory requirements for real estate investments in your jurisdiction.

7. Commitment Deposits

7.1 General

Investors may place Commitment Deposits on Projects listed on the Platform to reserve a deal and signal binding interest. Deposits serve as a financial commitment and facilitate the introduction between the Investor and the Seller.

7.2 Minimum amount and payment methods

The minimum Commitment Deposit is €1,000. Deposits are processed securely through Stripe and may be paid by credit card, debit card, or SEPA Direct Debit.

7.3 Effect of deposit

Upon successful processing of a Commitment Deposit, the deal is marked as “Reserved” and the contact information of both parties (Investor and Seller) is shared to facilitate the offline transaction.

7.4 Refund policy

Commitment Deposits are generally non-refundable once processed, except in the following circumstances:

• The deal does not close within the timeframe agreed upon between the Investor and Seller.
• The Project is cancelled by the Seller or removed from the Platform by Llave.
• The Seller materially misrepresented the Project information, as determined by Llave at its reasonable discretion.
• At Llave’s sole discretion, in exceptional circumstances.

Refund requests should be submitted to hello@llave.eu and will be evaluated on a case-by-case basis. Approved refunds are processed within 10 business days.

7.5 Commission deduction

Upon successful closure of a deal (completion of the property transaction through offline legal channels), Llave deducts its commission (see Section 8) from the Commitment Deposit. The remainder of the deposit is credited toward the deal amount as agreed between the Investor and Seller, or refunded to the Investor per the terms of their offline agreement.

8. Commission and Fees

8.1 Platform commission

Llave charges a commission of 3% of the total deal value. The total deal value is defined as the acquisition price of the property plus the renovation budget, where applicable, as stated in the Project listing at the time of the Commitment Deposit.

8.2 How commission is collected

The commission is deducted from the Commitment Deposit upon confirmation of deal closure. This deduction occurs automatically through Stripe Connect.

8.3 Listing fees

There are no listing fees for basic Project listings on the Platform. Llave reserves the right to introduce premium listing features or paid tiers in the future, with reasonable advance notice.

8.4 Payment processing fees

Payment processing fees charged by Stripe for handling Commitment Deposits are borne by Llave and are not passed on to users.

8.5 Taxes

All amounts referenced in these Terms are exclusive of applicable taxes (including IVA/VAT). Users are responsible for determining and fulfilling their own tax obligations arising from transactions facilitated through the Platform. Llave’s commission is subject to IVA at the applicable rate (currently 21% in Spain).

9. Intellectual Property

9.1 Platform content

The Platform, including its design, layout, text, graphics, logos, icons, code, and overall look and feel, is the intellectual property of Llave and is protected by applicable copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without our prior written consent.

9.2 User-generated content

Users retain ownership of the content they submit to the Platform, including Project descriptions, images, documents, and other materials (“User Content”). By submitting User Content, you grant Llave a non-exclusive, worldwide, royalty-free, sublicensable licence to use, display, reproduce, and distribute that content solely for the purpose of operating and promoting the Platform. This licence terminates when you delete the content or your account, except where the content has been shared with other users or is required to be retained by law.

9.3 User warranties on content

By submitting User Content, you represent and warrant that you own or have obtained all necessary rights, licences, and permissions to that content, and that it does not infringe the intellectual property rights, privacy rights, or any other rights of any third party.

10. Prohibited Conduct

You agree not to engage in any of the following prohibited activities when using the Platform:

• Fraudulent or misleading conduct: Providing false, inaccurate, or misleading information about yourself, a property, an investment opportunity, or any other material fact.
• Money laundering or terrorist financing: Using the Platform for any activity related to money laundering, terrorist financing, or the proceeds of crime.
• Platform circumvention:Completing, or attempting to complete, a real estate transaction that was introduced through the Platform without the Platform’s knowledge, thereby avoiding the commission. If a deal originates from an introduction made through Llave, the commission is due regardless of whether the transaction is completed through the Platform.
• Multiple accounts: Creating or operating more than one account per person, or creating accounts on behalf of others without proper authorisation.
• Spamming and harassment: Sending unsolicited messages, spam, or engaging in any form of harassment toward other users.
• Technical interference:Hacking, reverse engineering, attempting to gain unauthorised access to Platform systems, introducing malware or viruses, conducting denial-of-service attacks, or otherwise disrupting the Platform’s operation.
• Automated access: Using bots, scrapers, crawlers, or other automated tools to access or extract data from the Platform without prior written consent.
• Illegal activity: Using the Platform for any purpose that violates applicable local, national, or international law or regulation.

Violation of any of the above may result in immediate suspension or termination of your account, forfeiture of any Commitment Deposits, and referral to the relevant authorities where appropriate.

11. Limitation of Liability

11.1 Marketplace role

Llave operates as a marketplace and introduction service. We are not a party to any real estate transaction, investment agreement, or contractual arrangement between Sellers and Investors. The actual purchase, sale, renovation, or development of properties takes place entirely outside the Platform, through independent legal and financial channels.

11.2 Exclusions

To the maximum extent permitted by applicable law, Llave shall not be liable for:

• The outcome of any investment, including losses, delays, or failure to achieve projected returns.
• The accuracy, completeness, or reliability of any information provided by Sellers on the Platform.
• Construction delays, cost overruns, regulatory issues, or any other project-related complications.
• Market fluctuations, changes in property values, interest rates, or economic conditions.
• The conduct, solvency, or performance of any Seller, Investor, or third party.
• Any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.
• Service interruptions, errors, or data loss caused by technical failures, force majeure events (including natural disasters, war, pandemics, government actions), or actions of third-party service providers.

11.3 Maximum liability

In any event, our aggregate liability to you for all claims arising out of or related to your use of the Platform shall not exceed the total amount of fees paid by you to Llave in the twelve (12) months immediately preceding the event giving rise to the claim.

11.4 Consumer rights

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. If you are a consumer within the meaning of EU Directive 2011/83/EU, your statutory consumer rights remain unaffected by these Terms.

12. Indemnification

You agree to indemnify, defend, and hold harmless Llave, its owner, affiliates, and their respective employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Platform or any activity under your account.
• Your breach of these Terms or any applicable law or regulation.
• User Content you submit to the Platform.
• Your violation of the rights of any third party, including but not limited to intellectual property rights, privacy rights, or contractual obligations.
• Any real estate transaction facilitated through the Platform, including disputes with other users.

This indemnification obligation survives termination of your account and these Terms.

13. Dispute Resolution

13.1 Governing law

These Terms are governed by and construed in accordance with the laws of the Kingdom of Spain, without regard to its conflict of law provisions.

13.2 Jurisdiction

Any disputes arising from or relating to these Terms or your use of the Platform that cannot be resolved amicably shall be submitted to the exclusive jurisdiction of the courts and tribunals of the city of Valencia, Spain, except where mandatory consumer protection rules grant jurisdiction to the courts of the consumer’s domicile.

13.3 Mediation

Before initiating any legal proceedings, both parties agree to make a good-faith effort to resolve the dispute through direct negotiation. If the dispute is not resolved within 30 days, either party may pursue mediation through a recognised mediation institution in Valencia, Spain. Mediation costs shall be shared equally unless otherwise agreed.

13.4 EU Online Dispute Resolution

In accordance with Regulation (EU) No 524/2013, EU-resident consumers may submit complaints through the European Commission’s Online Dispute Resolution (ODR) platform, accessible at: https://ec.europa.eu/consumers/odr. Our email address for the purposes of the ODR platform is hello@llave.eu.

14. Termination

14.1 Termination by you

You may delete your account at any time by contacting us at hello@llave.eu or through the account settings in the Platform. Account deletion will be processed within 30 days, subject to the data retention requirements described in our Privacy Policy.

14.2 Termination by Llave

We may suspend or terminate your account, without prior notice, if we reasonably believe that you have violated these Terms, engaged in prohibited conduct, or pose a risk to the Platform or other users. Where possible, we will provide notice and an opportunity to resolve the issue before termination.

14.3 Effect of termination

Upon termination of your account:

• Your right to access and use the Platform ceases immediately.
• Any active Commitment Deposits or pending deals are not automatically cancelled. Existing commitments and obligations survive termination and will be resolved in accordance with these Terms.
• Sections of these Terms that by their nature should survive termination will continue to apply, including Sections 8 (Commission), 11 (Limitation of Liability), 12 (Indemnification), and 13 (Dispute Resolution).
• Data retention after termination is governed by our Privacy Policy and applicable legal requirements.

15. Modifications

Llave reserves the right to modify, amend, or replace these Terms at any time. When we make material changes:

• We will notify registered users by email at least 30 days before the changes take effect.
• We will update the “Effective date” at the top of this page.
• We will post the revised Terms on this page with a summary of the changes.

Your continued use of the Platform after the changes take effect constitutes your acceptance of the modified Terms. If you do not agree with the changes, you must stop using the Platform and may request deletion of your account.

16. Contact

If you have any questions about these Terms of Service, please contact us:

In accordance with Ley 34/2002 (LSSI-CE), the following information is provided: The Platform is operated by Jeff Apel, a self-employed individual (autónomo) registered in Spain, based in Valencia. Contact: hello@llave.eu.