Listing Agreement

General Principles

The following principles govern the interpretation and application of this agreement in its entirety. In the event of any ambiguity, these principles serve as the primary interpretive framework. Specific operational clauses elsewhere in this agreement develop and apply these principles to concrete situations. In case of apparent conflict between a General Principle and a specific clause, the specific clause prevails as the more precise expression of the parties' intent for that particular situation, while remaining subject to the interpretive framework of the General Principles.

Intermediary Platform

Flatmaters acts exclusively as a digital intermediary platform and neutral custodian of funds. It is not a landlord, property manager, real estate broker, or legal representative of either party. All contractual rights and obligations arising from the rental relationship exist exclusively between the Property Owner and the Student.

Custody of Funds

The Booking Fee and Security Deposit are held at all times by Flatmaters in a designated segregated account, entirely separate from Flatmaters' own operational funds. These funds are never transferred to the Property Owner during the reservation or rental period, except through the specific distribution mechanisms expressly provided in this agreement. Flatmaters acts as sole neutral custodian and processes all distributions from these funds in accordance with the agreed allocation.

Limit of Flatmaters' Financial Obligation

Flatmaters' financial obligations are strictly limited to the funds it holds in custody and the commissions it has received. Flatmaters does not guarantee the performance of either party, does not advance funds from its own resources beyond what it holds, and does not assume financial liability for amounts it has not recovered from the defaulting party. The Owner and the Student retain the independent right to pursue unrecovered amounts directly against each other through applicable legal means.

Applicable Law and Local Mandatory Provisions

This agreement is governed by the laws of Estonia. Where mandatory provisions of the law of the jurisdiction where the listed property is located impose requirements that are more protective of either party, those provisions apply to the extent required by that mandatory law. All penalties, obligations, and rights set out in this agreement apply to the maximum extent permitted by applicable law.

Good Faith

Both parties commit to performing their obligations under this agreement and the Rental Agreement honestly, reasonably, and in good faith. Flatmaters exercises its discretionary functions — including validation of claims, assessment of disputes, and application of penalties — acting reasonably and in good faith, without bias towards either party.

Non-Intervention During the Rental Period

The Property Owner and the Student manage day-to-day operational matters relating to the accommodation directly between themselves. Flatmaters does not supervise, validate, or intermediate routine communications during the Semester Period. Flatmaters intervenes only in cases of serious breach, safety concerns, dispute escalation expressly requested by either party, or activation of termination procedures under this agreement.

Binding Nature of the Confirmed Listing

All terms, prices, rules, and conditions published in the Listing at the moment of Booking confirmation are binding and irrevocable for the duration of the Semester Period. No modification to the confirmed terms may be introduced by either party after confirmation. Any charge, condition, or obligation not established in the confirmed Listing is unenforceable against the Student.

Non-Guarantee Principle

Flatmaters is not a guarantor, insurer, surety, or underwriter of the performance of either the Owner or the Student. Where this agreement provides for Flatmaters to transfer funds to the Owner as indemnification for Student non-performance, or to the Student as refund for Owner non-performance, Flatmaters' obligation is strictly limited to: (i) transferring funds it already holds in custody; and (ii) pursuing reasonable recovery efforts from the defaulting party as defined in Section 23.3b. Any shortfall between the funds held by Flatmaters and the amounts owed by the defaulting party is a claim the non-defaulting party holds directly against the defaulting party, not against Flatmaters. Flatmaters will provide documentation to support such direct claims upon request.

Custody Does Not Imply Guarantee

Flatmaters' role as custodian of the Security Deposit does not imply any guarantee of the suitability, condition, or performance of the accommodation, nor of the conduct of the Property Owner or the Student. Flatmaters distributes funds on the basis of documented evidence and the processes set out in this agreement, not on the basis of subjective judgment or assumption of liability.

How Money Flows — Plain Language Summary

Flatmaters never uses its own money. All payments between parties flow through funds held by Flatmaters in custody — the Booking Fee, the Security Deposit, and monthly rent collected from the Student. Flatmaters distributes these funds in accordance with the agreed allocation set out in this agreement. It does not advance, guarantee, or supplement these amounts from its own resources under any circumstance.

If both parties comply: monthly rent flows from Student to Flatmaters and then to the Owner (5th–10th of the following month, net of commission). At the end of the Semester Period, the Security Deposit is returned to the Student net of any validated damage deductions.

If the Owner does not comply: cancellation penalties and other consequences apply to the Owner from amounts held by Flatmaters or from amounts due to the Owner. The Student's funds held by Flatmaters are protected and returned or reallocated in accordance with the applicable category.

If the Student does not comply: Flatmaters transfers the Security Deposit it holds to the Owner as advance indemnification. For any additional amounts owed by the Student beyond what the Security Deposit covers — such as additional rent days or the indemnification month — Flatmaters pursues reasonable recovery from the Student but does not pay these additional amounts from its own resources. Any amount not recovered from the Student remains the Owner's direct claim against the Student. Flatmaters will provide documentation to support such claims upon request.

If an unforeseen event occurs (Owner Force Majeure or Category B): specific rules apply depending on the category. Flatmaters does not pay compensation from its own funds in any scenario.

If the Student has a qualifying Force Majeure: the Security Deposit is processed under the standard damage assessment — only validated damages are deducted and the net balance is returned to the Student. No indemnification is transferred to the Owner.

1. Parties and Definitions

1.1 Parties

This Listing Agreement is entered into between Flatmaters OÜ ("Flatmaters"), a company incorporated in Estonia, and the Property Owner (or "Owner"), the individual or legal entity accepting this agreement upon publishing a Listing on the Platform.

The Owner may be the legal owner of the property, a property manager, administrator, or any person holding valid legal authority to list and rent the accommodation (power of attorney, management agreement, or equivalent). By accepting this agreement, the Owner warrants that they hold this authority.

1.2 Operational Representative

The Owner may designate an operational representative authorized to coordinate day-to-day management, receive notifications, sign inventory records, and manage maintenance on the Owner's behalf. This designation does not transfer any of the Owner's contractual liabilities under this agreement. The Owner remains solely responsible for all obligations herein regardless of who acts as operational representative. The designation of an Operational Representative does not create any contractual or liability relationship between Flatmaters and the Representative. Flatmaters recognizes the Representative solely as the Owner's communication point for operational matters. The Owner is fully responsible for any act or omission of the Representative and any liability arising from such acts is exclusively borne by the Owner.

1.3 Definitions

Capitalized terms used in this agreement have the meanings given in the Flatmaters Terms of Service (Section 1.4), unless defined differently here. Key terms for reference:

• Base Price: the monthly rental amount set by the Owner in their chosen currency (EUR or CLP), exclusive of Flatmaters' service commission and, where applicable, the Currency Stability Fee
• Final Price: the total amount paid by the Student, incorporating the Base Price, Flatmaters' service commission, and, where applicable, the Currency Stability Fee
• Currency Stability Fee: a service fee retained by Flatmaters to cover currency risk exposure in bookings where the Student's payment currency differs from the Owner's receiving currency. Flatmaters assumes this risk in full; any financial surplus or deficit from exchange rate movements is Flatmaters' own revenue or loss. This fee does not apply where Student payment and Owner receiving currency are the same.
• Booking Fee: the amount equivalent to one month of rent at the Final Price, paid by the Student at Booking confirmation and held entirely by Flatmaters as sole custodian
• Security Deposit: the Booking Fee re-designated upon the Student's arrival and perfection of the Rental Agreement; held in its entirety (100%) by Flatmaters throughout the rental period
• Rental Period: each monthly rental cycle running from the 21st of one month to the 20th of the following month
• Semester Period: the full duration of the accommodation booking, comprising one or more Rental Periods as specified in the Listing
• Material / Materially: a fact, breach, or discrepancy is "material" when it would have reasonably influenced a reasonable party's decision or when it causes substantive harm to the performance of the agreement or to the essential characteristics of the accommodation. Minor, cosmetic, or temporary matters that a reasonable party would accept without affecting their decision or performance are not material. Flatmaters applies this criterion objectively in its determinations.
• Inventory: the documented record of the accommodation's condition, furnishings, and equipment prepared by the Owner and shared with the Student pursuant to Section 13

1.4 Document Hierarchy

This Listing Agreement supplements the Flatmaters Terms of Service, which remain in full force. In the event of any conflict, the Terms of Service prevail except for matters expressly governed by this agreement. The order of precedence is: Listing Agreement (for Owner-Flatmaters matters) → Rental Agreement (for Owner-Student matters) → Terms of Service → Booking Conditions.

2. Platform Role and Rental Agreement Generation

2.1 Technical Infrastructure Role

Flatmaters provides the Platform infrastructure that generates Rental Agreements from Listing data using the standard Rental Agreement template made available to the Owner. The Owner retains full and exclusive authority over the acceptance of each Rental Agreement through the explicit acceptance process described in Section 8.2. The Owner's acceptance of a Booking Request — through the explicit acceptance button on the Platform — constitutes simultaneously: (i) acceptance of the Booking Request; and (ii) electronic signature of the specific Rental Agreement generated for that Booking. This dual effect is expressly acknowledged by the Owner at the moment of acceptance.

Flatmaters may update the Rental Agreement template from time to time. Updated versions apply to Booking Requests received after the effective date of the update. Bookings confirmed before the update remain governed by the version in force at the moment of confirmation.

2.2 Flatmaters' Role and Limitations

Flatmaters' role is limited to: generating Rental Agreements from Listing data; operating the Platform; managing the booking process; processing payments; holding the Booking Fee and Security Deposit as sole custodian; applying the damage assessment process at end of semester; and intervening in cases of serious breach or upon express request. Flatmaters does not act as the Owner's agent, real estate broker, property manager, or legal representative. Flatmaters does not supervise the property during the rental period, validate day-to-day maintenance, or intermediate routine communications between Owner and Student.

2.3 Communication During the Rental Period

The Owner and Student manage day-to-day operational communications directly. Flatmaters does not supervise, validate, or intermediate routine communications during the Semester Period. Flatmaters intervenes only in cases of: dispute escalation expressly requested by either party; serious breach of the Rental Agreement or these Terms; safety or habitability concerns; or activation of termination procedures under Section 16.

2.4 Duration of this Agreement

This agreement enters into force upon publication of the Owner's first Listing and remains in force for the duration of any active Listing, confirmed Booking, ongoing rental period, or unresolved Security Deposit. Termination of the agreement does not affect obligations arising from Bookings confirmed before termination.

3. Owner Registration and Identity Verification

3.1 Registration Requirements

To create Listings, the Owner must provide: full legal name; valid government-issued identification; nationality; address; email address; phone number. Legal entities must additionally provide company registration details and the identity of the authorized representative. All registration information must be accurate, complete, and kept up to date. Any change in ownership, legal authority, or contact details must be communicated to Flatmaters promptly.

3.2 Identity and Authorization Verification

The default registration process is based on the Owner's declaration. Flatmaters reserves the right, at its discretion, to request at any time: copies of government-issued identification; proof of ownership (title deed, property registry extract) or authorization (power of attorney, management contract, or equivalent); and any other documentation necessary to verify identity and legal authority. Flatmaters may suspend or reject a Listing where verification cannot be completed within a reasonable period.

4. Listing Requirements

4.1 Accuracy and Completeness

The Owner must provide complete, accurate, and truthful information in every Listing, including: current photographs representing the real condition of the accommodation at the time of publication; accurate descriptions of size, layout, and furnishings; exact location and accessibility; a clear specification of utilities and services (fully included; included up to a defined monthly cap per Student with the cap amount and calculation method clearly stated; or paid directly by the Student); whether the Owner or any permanent occupant resides in the property; occupancy limits; all applicable property rules; and any condition or charge that may materially affect the Student's use or enjoyment.

All Listing information must be kept up to date. Once a Booking is confirmed, no Listing terms may be modified for that Booking or for any other unit in the same property for the duration of the semester.

4.2 Consistency with Rental Agreement — Binding Nature of Confirmed Terms

The Rental Agreement generated for each Booking is based exclusively on the information in the confirmed Listing. All terms of the Listing are incorporated into the Rental Agreement as published. No additional terms, charges, or conditions may be introduced after Booking confirmation.

This obligation applies to each confirmed Booking independently and extends to all units within the same property. If the Owner holds multiple units at the same property and modifies Listing terms after one unit has been booked, those modifications do not apply to the booked unit and may not be applied to any other unit within the same property already reserved for the same Semester Period. Any charge or condition not specified in the Listing at the moment of Booking confirmation is unenforceable against the Student and may not be collected.

Where the Owner collects or attempts to collect an amount from a Student that was not established in the confirmed Listing, Flatmaters applies the following procedure:

(a) Notification and opportunity to respond. Flatmaters notifies the Owner in writing of the alleged unauthorized charge with supporting evidence, and allows the Owner 72 hours to provide a response with evidence to the contrary, including any justification based on terms actually established in the confirmed Listing.

(b) Review and determination. Flatmaters reviews the Owner's response acting reasonably and applying objective criteria based on the terms of the confirmed Listing. Where the Owner fails to respond within 72 hours, or where the response does not adequately refute the evidence of unauthorized collection, Flatmaters may: (i) instruct the Owner to return the amount to the Student immediately; (ii) withhold the equivalent amount from the next payment due to the Owner and transfer it to the Student; and (iii) suspend the Listing or terminate this agreement.

(c) Urgent cases. Where the unauthorized charge is clearly evidenced, materially affects the Student's immediate welfare, or the Owner has an established history of similar breaches, Flatmaters may proceed with withholding and transfer without prior notification, providing contemporaneous notice to the Owner.

The Owner acknowledges and expressly authorises this mechanism. This procedure does not prejudice the Owner's right to contest the determination through the dispute resolution procedures in Section 24.

4.3 Intellectual Property of Listing Content

By uploading content to the Platform, the Owner grants Flatmaters a non-exclusive, royalty-free, worldwide license to use, reproduce, and display such content for operating, promoting, and marketing the Platform. The Owner warrants they hold all necessary rights over uploaded content and that it does not infringe any third-party rights.

5. Pre-Listing Property Declaration

5.1 Owner Declaration

By publishing a Listing, the Owner declares and warrants that at the time of publication:

• The property is free of known pest infestations
• There are no known active water leaks, damp issues, or flooding damage affecting habitability
• There are no known structural defects or installation failures (electrical, plumbing, heating, or similar) affecting the safety or habitability of the accommodation
• The property complies with applicable local habitability and safety standards
• There are no pending judicial or administrative proceedings that affect the ability to rent the property
• The Owner holds valid legal authority to list and rent the accommodation
• The actual current condition of the accommodation corresponds materially to the photographs, descriptions, and features published in the Listing

These declarations are made at the time of Listing publication. The Owner undertakes to update Flatmaters immediately if any material change occurs during the Listing's active period, before a Booking is confirmed, or during an ongoing Semester Period.

5.2 Consequences of False Declaration

If the Owner made materially false declarations and subsequently seeks to invoke the good faith unforeseen event protections under Section 12.3 (Category B), those protections will not apply and the standard graduated penalties under Section 12.4 (Category C) will apply in full. False declarations may additionally result in immediate Listing removal and termination of this agreement.

6. Property Rules

6.1 Owner's Exclusive Authority and Limits

Property rules are established exclusively by the Owner and must be published in the Listing before any Booking is confirmed. Rules may not be modified after a Booking is confirmed. By confirming a Booking, Students accept the property rules as published.

All property rules must be: (a) objective and clearly defined, with no ambiguity as to their triggering conditions; (b) legal under applicable law in the jurisdiction where the property is located; (c) proportionate to their stated purpose; (d) respectful of tenants' mandatory legal rights; and (e) compatible with the Student's normal and reasonable use of the accommodation. Rules that unreasonably restrict normal residential use, discriminate against the Student, or violate mandatory tenant protections are not enforceable regardless of whether they were published in the Listing.

6.2 Financial Penalties in Property Rules

Property rules may include financial penalties for specific, verifiable violations, provided that: (a) each penalty amount and its precise triggering condition are clearly specified in the Listing before the Booking; (b) the penalty is reasonable and proportionate to the violation; (c) penalties do not apply to conduct that is the Owner's maintenance or repair responsibility; and (d) penalties are limited exclusively to items disclosed in the Listing. Any penalty charge must be documented and submitted to Flatmaters for review before it may be deducted from the Security Deposit.

6.3 Community Rules

Where the accommodation is located within a building or complex subject to a co-ownership or community management regime (community ownership or building management regime or equivalent), the Owner must inform the Student of the existence of such rules at or before arrival. The Owner must provide access to the community rules upon the Student's request.

6.4 Guest Policy

The Owner must define in the Listing the accommodation's policy on guests, specifying: whether overnight guests are permitted and under which conditions; any maximum duration for a single guest stay; any advance notice required from the Student; any financial charge applicable under Section 10.7; and any consequence for non-compliance. This policy forms part of the Property Rules and is binding on the Student from the moment of Booking confirmation.

Where the Listing is silent on guests, occasional overnight visits are understood to be permitted provided they do not exceed the occupancy limits stated in the Listing, do not cause disturbance to other residents, and do not constitute a permanent or long-term presence.

7. Pricing and Taxes

7.1 Base Price and Final Price

The Owner sets the Base Price for each Listing in their chosen currency. Flatmaters adds its service commission and, where applicable, the Currency Stability Fee to produce the Final Price displayed to Students. The Currency Stability Fee applies exclusively in bookings where the Student pays in a currency different from the Owner's receiving currency; it does not apply where both currencies are the same. The Final Price is fixed upon Booking confirmation and may not be modified for that Booking.

In exceptional cases of severe and sustained exchange rate volatility prior to Booking confirmation, Flatmaters reserves the right to adjust the Final Price before the Booking is confirmed. Any such adjustment will be clearly communicated to the Student prior to payment.

7.2 Tax Acknowledgment

By accepting this agreement, the Owner confirms and acknowledges that:

• The Base Price set by the Owner is the gross price including all taxes applicable to the Owner's rental activity in the relevant jurisdiction
• The Owner is solely responsible for determining the tax treatment applicable to their rental income
• The Owner is solely responsible for issuing any invoices, tax documents, or receipts required under applicable law
• The Owner is solely responsible for declaring and paying all applicable taxes, including income tax, VAT or IVA, and any other tax applicable to the rental of the property
• Flatmaters does not assume any tax liability on behalf of the Owner and does not act as the Owner's tax agent or representative

This tax acknowledgment is also incorporated into each Rental Agreement accepted by the Owner under this agreement.

7.3 Monthly Settlement Statement

Flatmaters provides the Owner with a monthly rental settlement statement through the Platform, showing the gross amount received from the Student, the Flatmaters commission and applicable fees deducted, and the net amount transferred to the Owner. This statement is provided exclusively to facilitate the Owner's own tax compliance and does not constitute tax advice or a tax invoice issued by Flatmaters on the Owner's behalf.

8. Booking Process

8.1 Availability Calendar

The Owner is solely responsible for managing the availability calendar accurately. By opening a calendar period, the Owner signals availability and willingness to receive Booking Requests. Double bookings and false availability are strictly prohibited and constitute a material breach of this agreement.

8.2 Booking Request and Acceptance

When a Student initiates a Booking Request and provides valid payment or proof of payment, Flatmaters forwards the request to the Owner together with the Student's personal presentation. The Owner has 24 hours from receipt to respond through the Platform by either:

• Accepting: by clicking the explicit acceptance button, the Owner simultaneously accepts the Booking Request and electronically signs the Rental Agreement generated for that Booking. The Booking is confirmed from that moment.
• Rejecting: by clicking the rejection option, the Booking Request is dismissed with no financial penalty. The Student receives a full refund of the Booking Fee and the Listing returns to active status.

If the Owner does not respond within 24 hours, the Booking Request is automatically rejected. Silence does not constitute acceptance. The Student receives a full refund and the Listing returns to active status. Flatmaters monitors rejection patterns and may act on discriminatory behavior.

8.3 Obligations Upon Confirmation

From the moment of Booking confirmation, the Owner is legally bound to: make the accommodation available on the agreed dates and in the agreed condition; not modify any Listing terms for that Booking; and ensure the accommodation is ready for handover from the 21st of the first month of the Semester Period — the start of the reserved period — regardless of the Student's declared arrival date. The accommodation must remain available and ready throughout the Semester Period so that the Student may arrive on any date within it without finding the property unavailable or unprepared.

9. Engagement Obligation and Inactivity Protocol

9.1 Engagement Obligation

By maintaining an active Listing, the Owner undertakes to respond to every Booking Request within the 24-hour window. This engagement obligation is a material condition of this agreement. Repeated non-response impairs the student experience and the operational functioning of the Platform.

9.2 Inactivity Protocol

• First non-response: no action. Treated as an isolated event.
• Second consecutive non-response, or third within any 6-month period: Flatmaters sends an automated notification drawing attention to the pattern.
• Third consecutive non-response, or fourth within any 6-month period: Flatmaters contacts the Owner directly. The Owner has 7 calendar days to provide a valid explanation and commit in writing to active engagement. Absence of a satisfactory response results in formal notice of Listing suspension.
• Continued non-response after formal notice: the Listing is removed. Reactivation requires Owner's initiative and is at Flatmaters' sole discretion.

Suspension or removal for non-responsiveness does not generate a financial penalty and does not affect confirmed Bookings already in force.

10. Payments to the Owner

10.1 Monthly Rent Transfers

Students pay each monthly rent installment directly to Flatmaters under the terms of the Rental Agreement and the Terms of Service. Flatmaters then transfers the rent to the Owner as described below. The Owner may not collect monthly rent directly from the Student outside this mechanism.

Subject to receipt of the corresponding Student payment, Flatmaters transfers each monthly rent payment to the Owner between the 5th and 10th day of the month following the start of the relevant Rental Period. For example, rent for the period from 21 February to 20 March is transferred between 5 and 10 March. Before transferring, Flatmaters deducts its service commission, applicable conversion fees, and any other amounts validly owed by the Owner. Transfers are strictly conditional upon Flatmaters receiving the corresponding Student payment.

10.2 Booking Fee and Security Deposit Custody

The Booking Fee is held in its entirety by Flatmaters as sole custodian at all times. Upon the Student's arrival and signature of the Rental Agreement, the Booking Fee is re-designated as the Security Deposit and continues to be held in full by Flatmaters throughout the Semester Period. The Security Deposit remains in Flatmaters' custody until the end of the Semester Period, at which point it is subject to the damage assessment process under Section 14.

If the Student does not arrive or does not sign the Rental Agreement within the windows established in the Terms of Service, the non-arrival regime of the Terms of Service applies. The Booking Fee held by Flatmaters is distributed in accordance with the agreed allocation set out in the Terms of Service. No additional payment obligation arises for Flatmaters beyond the distribution of the funds it holds.

10.3 Commission

The applicable commission percentage is communicated at Listing publication and covers Platform operation, student acquisition and marketing, Booking management, Rental Agreement generation, payment processing, Security Deposit custody, and operational support. Commission applies to all reservations generated through the Platform, including any continuation within the 18-month anti-bypass period under Section 18.

10.4 Currency and Transfer Costs

Payments are made in the currency specified in the Listing Agreement. International transfer costs, currency conversion fees, and banking charges may apply and are borne by the Owner. At the Owner's written request, Flatmaters may arrange payment in an alternative currency, subject to operational availability.

10.5 Set-Off Rights

Flatmaters reserves the right to deduct from amounts due to the Owner any amounts owed by the Owner under this agreement, including: cancellation penalties under Section 12; validated damage amounts; unauthorized charges recovered from the Owner; and any other validated amounts. Set-off may be applied without prior notice in urgent cases, with notification provided immediately after.

10.6 No Guarantee of Occupancy

Flatmaters does not guarantee occupancy, Booking volume, or rental income. Publishing a Listing creates no obligation on Flatmaters to secure Students.

10.7 Direct Payments Between Owner and Student

This section complements Section 11.3 (Prohibition on Unauthorized Charges) by clarifying which payments are explicitly permitted to be settled directly between Owner and Student outside the Flatmaters payment system. All charges must comply with the general prohibitions in Section 11.3. No charge not pre-published in the Listing may be introduced or collected under any circumstance.

• Guest and visit fees: where the Owner has established in the Listing rules, prior to Booking, specific charges for guests or visits (such as overnight guests beyond the standard occupancy, extended stays of visitors, or similar pre-defined situations), these charges may be collected directly from the Student. The triggering condition and the amount of each charge must be clearly specified in the Listing before the Booking, must be reasonable and proportionate, and must be supported by documentable evidence of the event triggering the charge.
• Property rule penalties: financial penalties established in the Listing rules prior to Booking, incurred by the Student as a result of verifiable violations. Each charge must be documented. The Owner may settle directly with the Student's written acceptance, or submit the charge to Flatmaters for deduction from the Security Deposit. Items settled directly may not be claimed again against the Security Deposit.
• Utility and service charges: where the Listing specifies that utilities (electricity, water, gas, internet, or equivalent services) are paid directly by the Student, or that consumption above a defined monthly cap per Student is recoverable, the Owner may bill the Student for these charges. Charges must be supported by the original invoice issued by the utility provider to the Owner. Owner-generated estimates are not accepted. Excess consumption above a cap is recoverable in the following month's settlement, documented by the provider's invoice.
• Direct settlement of minor damages: by mutual written agreement, minor damages or other amounts owed may be settled directly outside the Security Deposit process. This is entirely voluntary and requires express written consent of both parties. Both parties must retain proof of all payments made. Items settled directly may not be claimed again through the Security Deposit process.

10b. Handover at Arrival

10b.1 Owner's Handover Obligations

On the Student's declared arrival date, the Owner shall:

• Deliver the property clean, ready for occupation, and in the condition declared in the Listing
• Hand over all keys, access codes, and remote controls necessary for full use of the accommodation
• Present the Inventory prepared under Section 13 and share it directly with the Student
• Provide the Student with essential information for use of the accommodation, including instructions for utilities, internet access, and applicable community rules
• Make themselves or a designated operational representative available during the handover

The Owner's handover obligations are essential. Their breach may constitute Owner breach under the applicable termination provisions of Section 16 and the Terms of Service.

10b.2 Material Discrepancy at Arrival

If upon arrival the Student finds that the accommodation differs substantially from what was advertised in the confirmed Listing — in a way that is material and that would have affected the Student's decision to book, such as a significantly different condition, serious habitability issues, or features clearly inconsistent with the Listing — the Student must report this to Flatmaters in writing with photographic or video evidence within 24 hours of arrival. Minor differences in decor, furnishings of equivalent standard, or matters of personal preference do not qualify as material discrepancies.

If Flatmaters confirms the discrepancy is material: the Student may exit the accommodation within 48 hours of arrival without financial penalty. Flatmaters returns to the Student the full amounts paid, including the Booking Fee and any rent paid. The Owner is liable for: (i) refunding all amounts received in connection with the Booking; and (ii) a total indemnification of 3 months of the Base Price, allocated as follows:

• Student indemnification: 2 months of Base Price, transferred to the Student as compensation for arriving at an accommodation that materially differed from what was advertised.
• Flatmaters platform compensation: 1 month of Base Price, retained by Flatmaters as compensation for operational costs, lost commission, and administrative burden arising from the Owner's material breach at arrival. The Owner acknowledges that Flatmaters suffers a direct and independent loss in this situation, justifying this separate component.

Flatmaters applies set-off against any amounts held or due to the Owner and pursues reasonable recovery efforts as defined in Section 23.3b. Where full recovery is not possible, amounts recovered are allocated first to the Student (2 months) and thereafter to Flatmaters (1 month). The Owner remains directly liable to both parties for any unrecovered shortfall, to the maximum extent permitted by applicable law.

If the Student does not report within 24 hours of arrival, or does not exit within 48 hours of arrival after Flatmaters confirms the discrepancy, the property is considered accepted as advertised and the standard terms of the Rental Agreement apply.

10b.3 Student's Arrival Declaration

The Student is required to declare a specific arrival date through the Platform before the start of the Semester Period. The accommodation must be ready for handover on the declared arrival date. Where no arrival date is declared, the default arrival date is the 21st of the first month of the Semester Period. The Owner may not refuse access to a Student who arrives on their declared arrival date, or at any point within the Semester Period for which the accommodation has been reserved under a confirmed and active Booking, in accordance with the Terms of Service. This obligation does not apply where the Booking has been validly cancelled or the Rental Agreement lawfully terminated prior to the Student's arrival. This obligation applies to the maximum extent permitted by applicable law in the jurisdiction where the property is located. Failure to make the accommodation available to a Student with an active confirmed Booking constitutes an Owner cancellation and the penalties of Section 12 apply accordingly, including the graduated penalties of Section 12.4.

11. Booking Fee and Security Deposit

11.1 Flatmaters as Sole Custodian

The full Booking Fee and Security Deposit are held at all times by Flatmaters as sole neutral custodian in a designated segregated account maintained exclusively for custody purposes, separate from Flatmaters' own operational funds. The Owner has no right to access, use, or claim these funds during the rental period except through the validated damage assessment process under Section 14.

This arrangement protects both parties: the Student has assurance their deposit is held by a neutral third party; the Owner has assurance that documented claims will be assessed fairly and that Flatmaters holds sufficient funds to settle validated claims.

11.2 Owner's Right to Claim Against the Deposit

At the end of the Semester Period, where the Owner has complied with their obligations under this agreement and the Rental Agreement, the Owner may submit damage claims to Flatmaters following the process in Section 14. Flatmaters transfers validated deduction amounts directly to the Owner from the Security Deposit held. The Owner's right to claim against the deposit is limited to: damages attributable to the Student documented under the Section 14 process; outstanding rent or charges; property rule penalties published in the Listing; and authority fines attributable to the Student documented with the original official notice and evidence of causal link submitted within 5 calendar days of receipt. The Owner may not claim from the Security Deposit any fines or sanctions arising from the Owner's own non-compliance with local regulatory requirements, licensing obligations, or maintenance duties independent of the Student's conduct.

11.3 Prohibition on Unauthorized Charges

The Owner may not request or collect any payment from Students beyond the amounts established in the confirmed Listing. Prohibited charges include brokerage fees, utility charges beyond those defined in the Listing, and additional deposits not specified in the Listing. Unauthorized charges may result in deduction from the Owner's next payment, Listing suspension, or termination of participation.

11.4 Adaptation to Local Law

Where mandatory local law governing security deposits in the relevant jurisdiction becomes incompatible with the custody arrangement described in this Section, Flatmaters reserves the right to adapt the custody structure as necessary to comply with that law. Flatmaters will inform the Owner of any material change to the custody arrangement with reasonable advance notice. Such adaptation does not constitute a material breach of this agreement and does not affect Bookings confirmed under the previous arrangement unless strictly required by law.

12. Owner Cancellation and Penalties

12.1 Commitment to Confirmed Bookings

Once a Booking is confirmed, the Owner is legally bound to make the accommodation available on the agreed dates and terms. The following are treated as Owner cancellations regardless of cause: failure to deliver the property on the agreed date; withdrawal after confirmation; inability to provide access for reasons attributable to the Owner; early termination for reasons attributable to the Owner; and any circumstance preventing the Student from occupying as agreed. Three categories apply depending on the nature of the cancellation.

12.2 Category A — Owner Force Majeure (no financial penalty)

"Force Majeure" means an extraordinary event entirely outside the Owner's reasonable control that makes the accommodation completely impossible to inhabit and could not have been reasonably prevented or mitigated. Events that merely complicate use, require repairs, or cause partial disruption do not qualify under this Category; they may qualify under Category B (Section 12.3).

Force Majeure Events include: natural disasters; declared epidemics, pandemics (including novel strains or recurrences), and public health emergencies declared by competent authorities; war, terrorism, or severe civil unrest; government-mandated closures or border restrictions preventing habitability; structural destruction not attributable to Owner negligence or omission; and sustained failure of essential utilities not caused by the Owner.

Foreseeability is assessed at the time of each Booking. The prior occurrence of similar events (including COVID-19) does not render future events foreseeable where their specific impact could not have been reasonably anticipated.

The following events qualify under Category A and release the Owner from financial penalty. The list is exhaustive. Official documentation must be submitted to Flatmaters immediately upon the event arising:

• Official declaration of uninhabitability by a competent authority from natural disaster, seismic event, flood, fire, or structural collapse not attributable to the Owner's negligence or omission. Required: official declaration.
• Government requisition or expropriation by a competent public authority. Required: official order.
• Court order prohibiting rental for reasons not attributable to the Owner's prior conduct or omission. Required: official court order.
• Total destruction of the property certified by a competent authority. Required: official certification.

Consequence: the Owner must refund to the Student all amounts received corresponding to the period not yet enjoyed by the Student at the time the Force Majeure event occurs — that is, any rent paid in advance for Rental Periods not commenced. Amounts corresponding to periods already occupied are not refundable. No additional financial penalty applies to either party. Flatmaters coordinates the return of the corresponding amounts held.

12.3 Category B — Good Faith Unforeseen Events

This category applies to genuinely unforeseen events arising after Booking confirmation, not attributable to Owner negligence, that objectively prevent habitability. All of the following conditions must be met simultaneously:

• The event was unknown at Booking confirmation and could not have been discovered through reasonable diligence
• The Owner notifies Flatmaters in writing immediately upon discovery — before the Semester Period (pre-arrival) or within 24 hours (during a stay)
• The event objectively prevents habitability or creates a genuine documented safety risk. Documentation must be provided within 5 business days and may include: photographs or videos clearly evidencing the issue; independent professional reports where relevant (pest control certificate, licensed engineer's or plumber's report, police report, or equivalent); or any other evidence that allows Flatmaters to assess the nature and severity of the issue objectively

Events that may qualify (non-exhaustive): serious pest infestation; serious water leak or flooding; theft or break-in compromising essential security or access; structural defect identified by expert inspection.

In all cases under Section 12, the bypass provisions of Section 18 apply if the Owner and Student attempt to resolve matters outside the Platform framework. In all cancellation situations under this Section — whether initiated by the Owner or the Student — Flatmaters may, at its sole discretion and without obligation, offer mediation to assist the parties in finding an agreed solution before any penalty or cancellation takes effect.

This category is conditional on the accuracy of the pre-listing declaration in Section 5. False declarations remove Category B protection and Category C penalties apply in full.

12.4 Category C — Standard Cases (graduated penalties)

All cancellations not qualifying under Category A or B are subject to the following graduated penalties calculated on the monthly Base Price per unit reserved. These constitute a reasonable pre-estimate of damages from Owner cancellation of a confirmed fixed-term booking, taking into account the impact on the Student and Flatmaters' operational costs.

By accepting this agreement, the Owner expressly acknowledges these penalties and authorises Flatmaters to apply set-off against any amounts held or due to the Owner without prior notice, as a contractual mechanism for efficient settlement. This does not prejudice the Owner's right to contest the application of penalties through the dispute resolution procedures in Section 24.

These penalties constitute a reasonable pre-estimate of damages caused by the Owner's cancellation of a confirmed fixed-term booking. The Owner acknowledges that such damages typically include, but are not limited to:

• (i) the Student's unrecoverable costs — including visa applications, international flight bookings, relocation preparation, language courses, and similar pre-arrival investments;
• (ii) the cost and difficulty of securing alternative accommodation at short notice, particularly during high-demand academic periods;
• (iii) Flatmaters' lost commission, operational effort of re-placement, and administrative costs;
• (iv) reputational harm to the Platform arising from visible cancellations of confirmed Bookings.

The Owner acknowledges that these factors, on average across the Platform's experience, justify the stipulated amounts. These penalties constitute minimum compensation and do not limit the right of affected parties to claim additional documented losses where actual losses exceed the stipulated amounts. Flatmaters may withhold equivalent amounts from future payments due to the Owner until the penalty is settled.

These penalties apply to the maximum extent permitted by applicable law and are subject to judicial moderation where mandatory law in the applicable jurisdiction so requires. In such cases, the moderation applies exclusively to the specific amount found disproportionate to actual damages in the individual circumstance, without invalidating the broader penalty structure.

12.5 What Does Not Exempt — Illustrative Examples

The following are examples of circumstances that do not qualify for Category A or B and are subject to Category C penalties in full. This list is illustrative and not exhaustive: decision to sell the property; finding a more convenient or better-paying tenant; personal or financial circumstances of the Owner that do not prevent the rental; known defects not disclosed at Listing time; damage that does not prevent habitability; Owner maintenance failures or omissions; permit expiry due to the Owner's own omission; and disagreements about terms that were fully disclosed before Booking.

12.6 Sale of Property During a Semester Period

The Owner may not use the sale or transfer of the property as grounds for cancellation of a confirmed Booking or early termination of a Rental Agreement in force. The Rental Agreement transfers with the property to the new owner in accordance with applicable law. The Owner must inform prospective buyers of any Rental Agreements in force at the time of sale. Failure to disclose existing Rental Agreements to a buyer constitutes a material breach of this agreement and may result in Owner cancellation penalties under Section 12.4 if the buyer disputes the continuation of the Rental Agreement.

12b. Student Cancellation and Early Departure — Owner's Reference

12b.1 Student Non-Arrival or Non-Signature

The Owner is responsible for ensuring that the Student signs the Rental Agreement upon arrival. If the Student fails to sign the Rental Agreement within 24 hours of physical arrival at the property without a justified Force Majeure reason or a confirmed material discrepancy claim under Section 10b.2, the Booking is treated as cancelled. The Student forfeits the Booking Fee in accordance with the Terms of Service and this agreement, and Flatmaters retains the full Booking Fee. If the Owner can demonstrate that the Student's refusal to sign was without justified cause, the early departure without notice regime of Section 12b.3 applies to any additional amounts owed. The Owner acknowledges that the Booking Fee does not become a Security Deposit until the Student physically arrives and the Rental Agreement is perfected.

If the Student does not physically arrive within 7 calendar days of the declared arrival date — or within 7 calendar days of the first day of the Semester Period if no arrival date was declared — and has not communicated with Flatmaters or the Owner during this period, the Booking is treated as cancelled by the Student without notice. The full Booking Fee held by Flatmaters is distributed as follows: the Base Price component is transferred to the Owner as compensation for the accommodation withdrawn from the market; Flatmaters retains its commission component. No additional compensation arises for either party beyond this distribution.

12b.2 Early Departure with 30 Days' Notice

If the Student departs early with at least 30 calendar days' written notice to Flatmaters: the Student is liable for rent covering those 30 or more days. The Security Deposit is subject to the standard damage assessment process under Section 14.

From the Security Deposit held, Flatmaters: (i) deducts and transfers to the Owner the amount of validated damages attributable to the Student; and (ii) deducts and transfers to the Owner the difference between validated damages and one month's Base Price, as minimum indemnification for the disruption caused by the early departure, provided that the accommodation remains unlet for at least 30 days after the Student's departure. If a replacement tenant is secured for the period vacated, the proportional amount corresponding to days re-let (minus the amount of validated damages) is returned to the Student.

Any remaining balance of the Security Deposit after these deductions is returned to the Student.

12b.3 Early Departure Without 30 Days' Notice

If the Student departs early without 30 calendar days' written notice, the Student forfeits the Security Deposit and is liable for: (i) rent for the remaining days from the date of departure to the end of the current Rental Period; and (ii) rent for 30 days from the actual departure date as indemnification for the unannounced disruption, to the maximum extent permitted by applicable law. The Security Deposit is first subject to the damage assessment process under Section 14. The net amount remaining after validated damage deductions is then applied in the following order: (i) first to the 30 days of rent owed by the Student post-departure; and (ii) thereafter to the indemnification month. Flatmaters does not advance any funds from its own resources beyond the Security Deposit it holds. If Flatmaters subsequently recovers from the Student any remaining amounts owed beyond what the Security Deposit covered, those amounts are transferred to the Owner in the same order of priority. The Owner acknowledges that recovery is not guaranteed and that Flatmaters' obligation is strictly limited to transferring the funds it holds and pursuing reasonable recovery efforts as defined in Section 23.3b. The transfer occurs within 5 business days of the Student's departure where no Force Majeure claim is pending. Where a Force Majeure claim has been submitted by the Student prior to or at the time of departure, the transfer is suspended until Flatmaters resolves the claim, which shall occur within 10 business days of claim submission. Flatmaters may also, at its sole discretion and without obligation or precedent, consider individual cases of early departure not covered by the above and present proposed solutions to the Owner for their acceptance.

12b.4 Student Force Majeure — No Penalty to Owner

Where a qualifying Student Force Majeure circumstance is confirmed, the Student may depart without the standard penalties above. The Owner acknowledges that in these cases only the proportional rent for days actually occupied and validated damages to the property are deducted from amounts returned to the Student. No cancellation penalty compensation is transferred to the Owner. The Security Deposit is processed under the standard damage assessment procedure in Section 14: Flatmaters deducts from the Security Deposit held any damages validly attributable to the Student or their guests and returns the net balance to the Student. No indemnification of any kind is transferred to the Owner in Force Majeure cases. This treatment is justified because in Force Majeure cases the Student's departure is involuntary and caused by external circumstances entirely outside their control, which distinguishes it from voluntary early departure under Section 12b.2 where the Student makes a choice that causes foreseeable disruption to the Owner. The qualifying causes are defined in the Terms of Service and include: serious physical incapacity; government-mandated restriction on remaining in the country; involuntary loss of university enrollment; official declaration of uninhabitability; death or prolonged incapacity; severe civil or political unrest officially acknowledged; and general collapse of essential services for 15 or more consecutive days. Flatmaters may also, at its sole discretion and without obligation or precedent, consider individual cases not listed above.

12c. Termination by the Student for Owner Breach

The Owner acknowledges that under the Terms of Service (Section 13.4), the Student may terminate the Rental Agreement for material breach by the Owner — including failure to maintain habitability, failure to perform urgent repairs within the required timeframe under Section 15, or material breach of the Rental Agreement affecting the Student's safety or quiet enjoyment — provided the Student has previously notified the Owner in writing and allowed a reasonable time for remedy that the Owner has failed to meet.

Where Student termination for Owner breach is validated by Flatmaters, the Owner is liable for:

• Refund of rent paid for any period of non-occupation directly attributable to the Owner's breach
• The Student's right to recover the Security Deposit held by Flatmaters, net of only damages validly attributable to the Student as determined under the damage assessment process in Section 14; Flatmaters will process this return in accordance with Section 14 upon validation of the Owner breach
• The Owner's total liability for the breach is 3 months of the Base Price, allocated as follows:
  • Student indemnification: 2 months of Base Price, transferred to the Student as compensation for the breach suffered.
  • Flatmaters platform compensation: 1 month of Base Price, retained by Flatmaters as compensation for operational costs, lost commission, and administrative burden arising from the Owner's premature termination of the Rental Agreement. The Owner acknowledges that Flatmaters suffers a direct and independent loss from the premature termination of a confirmed Rental Agreement, justifying this separate component.

Flatmaters recovers these amounts from the Owner through set-off against amounts held or due, or through reasonable recovery efforts as defined in Section 23.3b. Where full recovery is not possible, amounts recovered are allocated first to the Student (2 months) and thereafter to Flatmaters (1 month). The Owner remains directly liable to both parties for any unrecovered shortfall. Flatmaters may apply set-off against any amounts due to the Owner and pursue direct recovery of amounts not covered by such set-off. Owner breach-based termination by the Student does not activate any Student early departure penalties.

13. Inventory

13.1 Owner's Sole Responsibility

The Owner is solely responsible for preparing, documenting, and maintaining an accurate and dated Inventory of the property's condition at the moment of handover to the first resident of the rental period. The Inventory must be prepared on or before the day of handover and must include: dated photographic evidence of all rooms, fixtures, and shared spaces; a detailed written list of furniture, equipment, and appliances; and a description of any pre-existing defects or conditions. The Owner must share the Inventory directly with the Student upon handover, digitally or in person. Flatmaters does not intervene in the preparation, validation, or sharing of the Inventory during the rental period.

13.2 Burden of Proof

In the event of a damage claim at end of the rental period, the burden of proof rests on the Owner to demonstrate that the claimed damage did not exist at handover and is attributable to the Student. An Owner who cannot produce a properly documented and dated Inventory will have substantially diminished capacity to sustain damage claims against the Security Deposit.

13.3 Documentation Recommendation

The Owner is strongly advised to retain proof of all Inventory-related communications: confirmation that the Inventory was shared (date, method, recipient); any observations submitted by the Student; and any responses. In the event of a dispute, this trail may be decisive. Absence of evidence of sharing or communications will be taken into account by Flatmaters when assessing any claim under Section 14.

14. Damage Assessment Process

14.1 Process Overview

Upon the Student's departure at end of the Semester Period, the following process applies to any claim against the Security Deposit. This process is mandatory. Claims not following it in full will not be considered. Flatmaters acts as impartial arbitrator throughout.

14.1b Student Non-Response

Where this agreement requires Flatmaters to notify the Student of a claim, decision, or transfer, and the Student fails to respond within the applicable window or cannot be reached through the contact details on record, Flatmaters proceeds with the decision based on the evidence available from the responding party. The Student's failure to respond does not suspend or invalidate the decision or the resulting transfer of funds. Flatmaters is not liable for the consequences of the Student's failure to maintain current contact details or to monitor Platform communications.

14.2 Direct Settlement

By mutual written agreement, minor damages or outstanding amounts may be settled directly between Owner and Student outside the Security Deposit process. Both parties are advised to retain proof of any direct payment. Where direct settlement has occurred and is evidenced, those items may not be claimed again through the Security Deposit process.

15. Maintenance and Utilities

15.1 Maintenance Obligations

The Owner is responsible for maintaining the accommodation in safe, habitable, and fully functional condition throughout the rental period. Urgent issues must be addressed immediately upon notification. Non-urgent repairs must be completed within 20 calendar days of notification by the Student or Flatmaters.

15.2 Student-Initiated Urgent Repairs

If a repair affects habitability and the Owner fails to act within 20 calendar days, the Student may arrange the repair independently after notifying the Owner and Flatmaters with photographic evidence and an independent estimate. The documented cost may be deducted from the next monthly payment due to the Owner. This right applies exclusively to repairs affecting habitability.

15.3 Utilities

All utility conditions must be fully defined in the Listing before any Booking is confirmed. The Owner must maintain all utility services active and paid throughout the rental period and must provide proof of payment upon request. No utility charge may be introduced or modified after a Booking is confirmed. Where utilities are included subject to a monthly cap per Student, excess consumption above the cap is recoverable in the following month's settlement, documented by the original invoice from the utility provider.

15.4 Property Visits

The Owner may access the Student's rented unit only with a minimum of 7 calendar days' prior written notice, at mutually agreed times and in a manner that does not unreasonably interfere with the Student's quiet enjoyment of the accommodation. This right of access is consistent with the applicable tenancy law of the jurisdiction where the property is located and may not be exercised more frequently than strictly necessary for the stated purpose. Emergency access due to an immediate and documented safety or security risk affecting the property or its occupants is permitted without prior notice, provided Flatmaters and the Student are notified as soon as reasonably possible. Unauthorized access — that is, entry without the required notice or outside agreed times, absent genuine emergency — constitutes a breach of this agreement and of the Student's rights as tenant under applicable law.

16. Termination by the Owner

16.1 Immediate Termination

The Owner may terminate the Rental Agreement with immediate effect, subject to notification to and validation by Flatmaters within 3 business days, where the Student engages in, collaborates in, or knowingly permits any of the following:

• (i) Violent acts or credible threats of violence against any person in or around the property
• (ii) Intentional and material damage to the property or its contents
• (iii) Use of the property for illegal activities exposing the Owner to legal, regulatory, or financial liability
• (iv) Criminal conduct within the property, whether by the Student or persons invited by the Student
• (v) Provision of materially false identity information discovered during the rental period

Validation procedure. Before confirming termination under this Section, Flatmaters:

• (a) Reviews the evidence submitted by the Owner;
• (b) Notifies the Student of the termination notice and allows 48 hours for the Student to submit a written response. Flatmaters is not required to conduct an investigation, adjudicate disputed facts, or reach conclusions of a judicial nature. Flatmaters' role is strictly limited to determining whether the Owner's evidence, considered alongside any Student response, reasonably supports the invocation of a ground listed in this Section;
• (c) Issues a written determination within 3 business days of the Owner's notification. Flatmaters' determination is administrative in nature and binding solely for Platform operational purposes — custody distribution, Platform access, and contractual termination of the Rental Agreement. It does not constitute a judicial finding of fact, does not authorise or direct any physical action by the Owner, and does not prejudice either party's right to pursue the matter before competent courts or authorities under Section 24.

Where the Student cannot be reached within 48 hours despite reasonable efforts documented in writing, Flatmaters proceeds based on the Owner's evidence alone, without prejudice to the Student's right to contest the determination subsequently under Section 24.

The Owner acknowledges that, in cases of immediate physical safety risk, the Owner retains full autonomy and independent responsibility to take appropriate protective action under applicable law — including contacting local authorities or emergency services — without awaiting Flatmaters' determination. Flatmaters' role does not extend to physical security or emergency response, and any such action by the Owner is taken under the Owner's own judgment and legal responsibility.

Upon confirmation by Flatmaters: the full Security Deposit held by Flatmaters is transferred to the Owner as advance payment applied first to any outstanding rent and thereafter as indemnification for the serious breach; the Student is additionally liable for compensation equivalent to one month of the Final Price as a reasonable pre-estimate of damages caused by the serious breach, to the maximum extent permitted by applicable law. If subsequent assessment confirms that validated liability is less than the Security Deposit transferred, Flatmaters will process a restitution to the Student of the excess, net of all validated amounts owed. The Student must vacate the property within 7 calendar days.

The Owner expressly reserves the right to exercise any legal action available under applicable law against the Student and any other persons implicated in the conduct giving rise to termination, independently of and in addition to the mechanisms set out in this agreement. Flatmaters pursues reasonable recovery of any additional amounts owed by the Student but assumes no financial liability for amounts it has not recovered. The Owner may pursue any unrecovered balance directly against the Student through applicable legal means.

16.2 Termination with 14 Days' Notice

The Owner may terminate with 14 calendar days' written notice for recurrent material breach of Property Rules or the Rental Agreement, provided: (a) the Owner has previously notified the Student of the specific breach in writing; (b) the Student had a reasonable opportunity to cease; and (c) the Student persisted despite notification. Upon termination: Flatmaters validates the termination grounds within 3 business days of the Owner's documented notification, acting reasonably and in good faith. Upon validation, Flatmaters transfers the full Security Deposit to the Owner from the funds held, applied first as advance payment of any rent owed for the notice period and thereafter as advance indemnification. The Student is additionally liable for one month of the Final Price as a reasonable pre-estimate of damages caused by persistent breach of a fixed-term contract, to the maximum extent permitted by applicable law; the Student must vacate within 14 calendar days. Flatmaters pursues reasonable recovery of the additional indemnification month from the Student. The provisions of Section 16.5 apply.

16.3 Termination for False Student Information

Identity falsification (name, passport, nationality, visa status, or age) discovered during the rental period: immediate termination under Section 16.1 applies. Non-identity false information (university, program): the Owner may elect within 30 calendar days whether to continue or terminate. If termination is elected, the Student has 30 days to vacate, must pay rent for that period, and forfeits the Security Deposit.

16.4 Lawful Eviction and General Provisions

The provisions of Section 16.5 below apply to all terminations under this Section, including the obligation to follow local legal procedures for physical eviction, Flatmaters' recovery limitation, and the Owner's independent legal rights.

16.5 General Provisions Applicable to All Terminations

The following provisions apply to all terminations under this Section, regardless of the specific grounds:

• Flatmaters' recovery limitation: Flatmaters pursues reasonable recovery of any additional amounts owed by the Student but assumes no financial liability for amounts it has not recovered. The Owner retains the independent right to pursue any unrecovered balance directly against the Student through applicable legal means, and Flatmaters will provide the Owner with documentation of the contractual termination upon request.
• Lawful eviction: all terminations under this Section are contractual. Physical eviction of a Student who refuses to vacate must follow the legal procedure applicable in the jurisdiction where the property is located, including any mandatory notice periods, judicial procedures, or administrative requirements imposed by local law. Flatmaters does not participate in physical eviction procedures but will provide the Owner with documentation of the contractual termination for use in any subsequent judicial or administrative process.
• Owner's legal rights: the Owner expressly reserves the right to exercise any legal action available under applicable law against the Student and any other persons implicated in the conduct giving rise to termination, independently of the contractual mechanisms set out in this agreement.
• Local law: all terminations are subject to the mandatory procedural and substantive requirements of the law of the jurisdiction where the property is located. Where local mandatory law imposes additional requirements or protections, those provisions apply to the extent required.

17. Owner Obligations

17.1 General Obligations

By accepting this agreement, the Owner commits throughout its duration to:

• Holding valid legal authority to list and rent the accommodation at all times
• Ensuring the accommodation is furnished, clean, habitable, and compliant with applicable local regulations
• Keeping the Listing accurate and up to date
• Ensuring the accommodation is ready for handover as of the 21st of the first month of the Semester Period — regardless of the Student's declared arrival date — and physically delivering it to the Student on that declared arrival date, clean, fully functional, and in the condition described in the Listing
• Preparing and sharing the Inventory with the Student as described in Section 13
• Maintaining the accommodation in safe and habitable condition throughout the rental period
• Managing the availability calendar accurately; double bookings are a material breach
• Treating Students with respect and not entering the Student's rented unit without the required notice under Section 15.4
• Complying with all applicable local laws including rental regulations, tax obligations, safety standards, and licensing requirements
• Declaring rental income and paying all applicable taxes
• Keeping all utility services active and paid throughout the rental period
• Responding to Booking Requests within 24 hours as required under Section 9
• Maintaining the insurance coverage set out in Section 17.2

17.2 Insurance

The Owner shall maintain an active civil liability insurance policy covering rental activity for the duration of any active Booking under this agreement, and where applicable, a landlord insurance policy. The Owner's failure to maintain such insurance does not transfer liability to Flatmaters but may result in Listing suspension at Flatmaters' discretion. Flatmaters does not offer or arrange insurance products.

18. Anti-Bypass and Commission Protection

18.1 Anti-Bypass Obligation

The Owner may not circumvent the Platform to avoid fees, commissions, or obligations arising from a relationship initiated through Flatmaters. This prohibition covers: direct rental agreements or payments for properties introduced through Flatmaters; renewals or extensions with Students who first connected through the Platform; and any arrangement designed to continue a rental relationship while avoiding Platform fees.

This obligation applies for 18 months from the end of the last Booking through the Platform between the Owner and that Student — whether it ended by cancellation from either side, completion of the rental, or anything in between. That includes any future rental, regardless of how the current one ends. This duration is justified by Flatmaters' investment in connecting the Owner with the Student, including marketing costs, platform infrastructure, contract generation, payment processing, and custody services, which create value that should be preserved throughout the period during which continuation of the relationship is foreseeable. Where bypass is identified, Flatmaters may: invoice and collect the full commission for the bypassed period; claim additional documented damages; immediately suspend or permanently terminate this agreement; and pursue legal action. This obligation survives termination of this agreement.

18.2 Renewal of Bookings

Rental Agreements expire at the end of the Semester Period without automatic renewal. Where the Student and Owner both wish to continue the rental relationship for an additional Semester Period, a new Booking must be generated through the Platform at the terms applicable at that moment. The continuation of a rental relationship without a new Booking through the Platform constitutes a bypass event under Section 18 and is subject to the full commission regime and consequences set out therein. This applies regardless of whether any written Rental Agreement is signed between the parties for the continuation.

19. Platform Rights and Conduct Standards

Flatmaters reserves the right, in addition to the specific powers set out elsewhere in this agreement, to take the following actions where necessary to protect the integrity of the Platform, the interests of Students, and the operational functioning of the marketplace:

19.1 Owner Conduct — Prohibition on Discriminatory Rejection

The Owner may not reject Booking Requests on the basis of nationality, race, religion, gender, sexual orientation, disability, or any other protected characteristic under applicable law. Systematic or discriminatory rejection patterns may result in account suspension and permanent removal from the Platform.

19.2 Flatmaters' Right to Suspend or Remove Listings

Flatmaters reserves the right, at its reasonable discretion and without prior notice where necessary to protect Students or Platform integrity, to suspend Listings, remove properties, block Booking Requests, or restrict the Owner's access in cases of: misleading Listing information; safety or habitability concerns; repeated non-compliance; unauthorized charges; legal risk; or Platform integrity protection. Flatmaters will make reasonable efforts to communicate the reason and provide an opportunity to remedy where appropriate.

19.3 Flatmaters' Right to Inspect and Verify

Flatmaters may request documentation at any time and conduct virtual or in-person inspections with prior written notice to verify Listing accuracy. Flatmaters retains the right, but not the obligation, to conduct identity verification, property title verification, and fraud detection checks at any time, and may suspend access pending completion of such checks. The absence or limitation of any such verification does not constitute a warranty by Flatmaters of the accuracy of Owner information, the legitimacy of property titles, or the absence of fraud. Primary responsibility for accurate and legitimate information lies with the Owner under Section 3. Failure to cooperate with any verification request may result in Listing suspension or removal.

20. Data Protection

20.1 Owner as Independent Data Controller

Upon receipt of Student personal data (name, nationality, university, passport or identification document) in connection with a confirmed Booking, the Owner acts as an independent data controller for that data under GDPR and applicable data protection laws. The Owner is solely responsible for: processing the data only for the purposes of the rental relationship; not retaining it beyond what is strictly necessary; implementing appropriate security measures; and not transferring it to third parties without a valid legal basis. The Owner acknowledges that Student personal data may include sensitive identification documents and undertakes to treat such data with the highest standard of care.

20.2 Purpose Limitation

Student personal data received through the Platform may only be used for the purposes of the rental relationship. It may not be used for marketing, commercial prospecting, or any unrelated purpose. The Owner must securely delete Student identification documents when no longer required by the specific legal or regulatory purpose that justified their collection.

20.3 Owner's Own Data

The Owner's personal data is processed by Flatmaters as described in the Flatmaters Privacy Policy, which the Owner acknowledges having read and accepted.

21. Duration and Termination of this Agreement

21.1 Duration

This agreement enters into force upon acceptance and remains in force while the Owner maintains at least one active Listing. It continues after removal of all Listings for the duration of any confirmed Booking not yet concluded, any ongoing rental period, and any unresolved Security Deposit or outstanding payment obligation.

21.2 Termination by the Owner

The Owner may terminate by removing all Listings, provided all active Bookings have been honored, all financial obligations settled, and all Security Deposits resolved. Confirmed Bookings may not be cancelled as a result of the Owner's decision to terminate this agreement.

21.3 Termination by Flatmaters

Flatmaters may terminate this agreement with immediate effect in cases of: material breach of this agreement or the Terms of Service; fraudulent or deceptive conduct; repeated non-compliance; discriminatory behavior; or risk to Students or the Platform. Written notice will be provided where reasonably possible.

Where Flatmaters terminates this agreement due to the Owner's conduct as listed above, no compensation is owed by Flatmaters to the Owner. Where Flatmaters terminates this agreement for reasons not attributable to the Owner's conduct — for example, as a result of a decision to cease operations in a specific market — Flatmaters will: (i) honor all confirmed Bookings then in force for their full Semester Period; (ii) provide the Owner with a minimum of 60 calendar days' written notice; and (iii) pay the Owner a termination fee equivalent to the commissions received from the Owner's Listings in the preceding 3 months, as reasonable compensation for the disruption. This termination fee is the Owner's sole remedy against Flatmaters in such cases.

21.4 Survival

The following survive termination: all financial obligations; anti-bypass obligations for the 18-month period from the end of the last Booking with each Student, regardless of how it ended; confidentiality; data protection obligations; Flatmaters' liability limitation; and all obligations related to active Bookings at the time of termination.

22. Confidentiality

Each party undertakes to keep confidential all non-public information obtained in connection with this agreement, including: Student personal data; commission rates; pricing structures; operational processes; and Platform-related information. Breach of this confidentiality obligation by the Owner constitutes a material breach of this agreement, entitling Flatmaters to: (i) terminate this agreement with immediate effect under Section 21.3; (ii) claim liquidated damages of EUR 2,000 per confirmed breach as a reasonable pre-estimate of the harm caused by disclosure of sensitive commercial information; and (iii) pursue additional documented losses where actual harm exceeds this amount. This obligation survives termination of this agreement indefinitely.

23. Flatmaters' Liability and Owner Indemnification

23.1 Limitation of Liability

Flatmaters' total liability in connection with any specific Booking shall not exceed the total commissions actually received by Flatmaters in relation to that specific Booking up to and including the month in which the incident occurred, and in no event shall exceed EUR 500 in total. This limitation applies to claims arising from Flatmaters' own acts or omissions in the ordinary performance of its obligations under this agreement.

This limitation does not apply to: (i) liability arising from Flatmaters' own proven fraud, willful misconduct, or gross negligence; (ii) liability arising from Flatmaters' breach of its custodial duties regarding the Booking Fee or Security Deposit; or (iii) mandatory provisions of applicable law that cannot be excluded by contract. It does not limit the Owner's right to pursue defaulting Students directly for amounts owed to the Owner.

Flatmaters is not liable for amounts it has not recovered from the defaulting party. Where Flatmaters is required under these Terms to transfer amounts to the Owner that depend on recovery from the Student (including rent owed for early departure, indemnification months, or additional damage claims), Flatmaters' obligation is strictly limited to: (i) transferring the funds it already holds in custody; and (ii) making reasonable efforts to recover additional amounts from the Student. Flatmaters does not guarantee recovery and does not assume financial liability for amounts it has not collected. The Owner retains the right to pursue any unrecovered amounts directly against the Student through applicable legal means. Flatmaters will provide the Owner with the documentation necessary to support such claims upon request.

23.2 Events Beyond Flatmaters' Control

Flatmaters shall not be liable for any failure or delay resulting from events beyond its reasonable control, including natural disasters, government actions, declared emergencies, pandemic, war, acts of terrorism, internet infrastructure failures, or failure of third-party service providers. In such cases, Flatmaters' obligations may be temporarily suspended. Flatmaters will make reasonable efforts to communicate such events and their expected duration to affected Owners as soon as practicable.

23.3 Owner Indemnification of Flatmaters

The Owner agrees to indemnify and hold Flatmaters harmless from any claim, liability, cost, or expense arising from: the Owner's breach of this agreement or the Terms of Service; inaccurate or misleading Listing information; failure to maintain the property in habitable condition; unauthorized charges to Students; the Owner's non-compliance with applicable local law; and any third-party claim arising from the Owner's rental activity.

23.3b Reasonable Recovery Efforts — Definition

Where these Terms require Flatmaters to pursue reasonable recovery efforts against a defaulting party, this obligation includes: (i) formal written demand to the defaulting party; (ii) notification to credit bureaus or equivalent reporting mechanisms where legally permissible in the applicable jurisdiction; and (iii) pursuit through small claims or equivalent simplified procedures where the amount and jurisdiction make this economically proportionate. Flatmaters is not obligated to pursue judicial litigation where the cost of recovery is reasonably likely to exceed the amount owed. The Owner retains the independent right to pursue any unrecovered amounts directly against the Student through applicable legal means, and Flatmaters will provide the Owner with documentation of the default upon request.

23.4 Penalties as Minimum Compensation

The penalties set out in this agreement constitute minimum compensation amounts and do not limit the right of the affected party or Flatmaters to claim additional documented losses where actual losses exceed the stipulated amounts.

24. Dispute Resolution

24.1 Good Faith Resolution

The parties agree to attempt to resolve disputes in good faith through direct communication before initiating formal proceedings.

24.2 Arbitration

Any dispute between Flatmaters and the Owner arising from this agreement that cannot be resolved through good-faith negotiation shall be submitted to binding arbitration administered by the Estonian Chamber of Commerce and Industry (Eesti Kaubandus-Tööstuskoda), in accordance with its arbitration rules in force at the time of the dispute. The arbitration shall be conducted in English. The arbitrator's decision shall be final and binding on both parties.

24.3 Alternative Jurisdiction

Notwithstanding Section 24.2, for disputes involving amounts below EUR 50,000 (or equivalent in local currency at the applicable exchange rate), either party may elect to submit the dispute to the ordinary civil courts of the city where the listed property is located. Where Estonian substantive law is compatible with mandatory local law, Estonian law applies. This election, once communicated in writing, is binding on both parties for that dispute.

24.4 Consumer Protection and Access to Justice

Notwithstanding the arbitration and jurisdiction provisions above, nothing in this agreement shall deprive any party qualifying as a "consumer" under the mandatory law of their habitual residence of the right to bring proceedings before the competent courts of that jurisdiction and to invoke its mandatory consumer protection provisions, regardless of the governing law designated herein.

Where a consumer validly exercises this right, the arbitration or alternative forum designation yields to the extent required by mandatory law. It remains in force for all other disputes, including disputes with parties acting in a professional or commercial capacity.

24.5 Governing Law

This agreement is governed by the laws of Estonia. Where mandatory provisions of the jurisdiction where the listed property is located impose requirements that prevail, those provisions apply to the extent required by mandatory law.

25. General Provisions

25.0 Consumer Protection Savings Clause

Where any party qualifies as a "consumer" under the mandatory consumer protection law of their habitual residence, no provision of this agreement shall be interpreted or enforced in a manner that deprives that party of protections afforded by that law.

If any provision would be held abusive, unfair, or unenforceable when applied to a consumer-qualifying party, that provision shall be deemed modified to the minimum extent necessary to render it enforceable, without affecting the remainder of this agreement.

25.1 Modifications

Flatmaters reserves the right to modify this agreement at any time. Updated versions will be communicated to the Owner with reasonable advance notice. Continued use of the Platform following the effective date constitutes acceptance. Modifications do not affect the terms of confirmed Bookings already in force. Flatmaters may additionally modify operational processes — including payment systems, custody providers, notification mechanisms, and similar technical aspects — without prior notice where such modifications do not materially affect the Owner's rights or obligations. Material operational changes will be communicated with reasonable advance notice.

25.2 Assignment

The Owner may not assign this agreement or any rights or obligations under it without Flatmaters' prior written consent. Flatmaters may assign this agreement to an affiliated entity or successor as part of a business restructuring, provided the Owner's rights are not materially reduced.

25.3 No Waiver

Failure by Flatmaters to enforce any provision of this agreement at any time shall not constitute a waiver of that provision or any future enforcement rights.

25.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a legally valid equivalent that most closely reflects the original intent.

25.5 Entire Agreement

This agreement, together with the Terms of Service and the Rental Agreement template, constitutes the entire contractual framework between Flatmaters and the Owner and supersedes all prior communications on the same subject matter.

25.6 Language

This agreement is written in English as the official legal version. Translations are for convenience only. In the event of conflict, the English version prevails.

25.7 Transfer of Property and Substitution of Owner

If during the term of this agreement the Owner transfers ownership of any listed property to a third party, the Owner must: (i) notify Flatmaters in writing with at least 30 calendar days' advance notice; (ii) ensure that the new owner is informed of and accepts this Listing Agreement and the Terms of Service prior to the transfer taking effect; and (iii) remain jointly liable with the new owner for any obligations relating to Bookings confirmed before the transfer until those Bookings are fully concluded. Failure to comply with these requirements constitutes a material breach of this agreement. This obligation applies in addition to and independently of the Booking continuation provisions under Section 12.6.

25.8 Notices

All notices, validations, and communications required or permitted under this agreement are valid when sent through: (i) the Platform's internal messaging system with confirmation of delivery; (ii) email to the address on record for the recipient; or (iii) any other electronic means with documented delivery confirmation. Notices are deemed received on the business day following transmission. The Owner is responsible for maintaining accurate contact information and checking the Platform regularly. Flatmaters is not liable for missed notices resulting from the Owner's failure to maintain current contact details.

25.9 Contact

Flatmaters OÜ  ·  contact@flatmaters.com  ·  www.flatmaters.com

26. Acceptance

By publishing a Listing on the Platform or by explicitly accepting this agreement through the Platform, the Owner confirms that they have read, understood, and agree to be bound by this Listing Agreement in its entirety, including the Flatmaters Terms of Service incorporated by reference.

The Owner further confirms: (a) that the Base Price set includes all taxes applicable to their rental activity; (b) that they hold valid legal authority to list and rent the accommodation; and (c) that the pre-listing property declaration in Section 5 is accurate and complete to the best of their knowledge.