Components of this Licence Agreement: The Real Estate Referral Partnership License Agreement (the “ License Agreement”) is comprised of the following parts, which together constitute a single legally binding document (License Agreement):
Real Estate Referral Partnership Proposal
Real Estate Referral Partnership License Agreement as outlined below.
By signing the Real Estate Referral Partnership Proposal you are accepting the terms of this Licence Agreement in full. The License Agreement is effective from the day of signing (“Effective Date”), by and between the Client (“Referral Buyer”) and BDM Media Pty Ltd (“Referral Supplier”).
This License Agreement relates to the referral service, the Real Estate Referral Partnership Program
A ‘Referral’ is defined as follows:
Contact information in the form of name, email and or phone number for a person or people that has been captured in the lead generation program forwarded to the Referral Buyer. All Referrals are also tracked and recorded for accounting, management and tracking purposes.
The Referral Buyer is purchasing qualified contact Referrals. Referrals will be forwarded to the Referral Buyer by Referral Supplier. All Referrals are generated directly by the Referral Supplier and licensed for use by the Referral Buyer. Referrals to be delivered via SMS and or email each day. Referral supplier reserves the right to share the leads to external parties other than agents, including mortgage brokers.
Referral Buyer understands that Referral Supplier is only providing sales Referrals, not sold customers. It is the responsibility of the Referral Buyer to follow up the Referrals generated, supply the home valuation appraisals, secure the listings and make the sales.
Referral Supplier will supply all equipment and tools of trade necessary for the development of the Services.
Client acknowledges and agrees that the rules, algorithms and means of operation of Facebook are completely and exclusively under the control of Facebook and any changes made by Facebook may occur without warning and may affect, disrupt or make inoperable any of the Services and that Contractor is not liable for any loss or damages whatsoever incurred either directly or indirectly by changes to Facebook made by Facebook.
Facebook is the registered trademark of Facebook Corp 1601 Willow Rd. Menlo Park, CA 94025 USA
The Referral Buyer will pay for the direct cost of the Facebook advertising as billed on the Facebook platform.
The Referral Buyer agrees to pay the Referral Supplier all fees within 7 days of invoice.
The Referral Buyer will pay 20% commission on all sales that the Referral Buyer makes for Referrals that are on the Messenger bot referral / audience database generated from this program, even if the Referral was previously in the Referral Buyer’s database or the Licence agreement has been terminated by either party. The payment will be made via direct debit within 7 days of the property commission settlement to the account :
BDM Media PTY LTD ABN: 84146869418
BSB: 064152 | Account Number: 1038 9493
Referral Buyer will be responsible for payment of initial and continuing charges for any costs required to be paid to any third party to set up or maintain the services as set out in the Real Estate Referral Partnership Proposal.
If at any point in time, the Referral Buyer fails to pay the prescribed fees, the Referral Supplier reserves the right to put the Real Estate Referral Partnership Program on hold until the Referral Buyer pays the outstanding Referral Fee.
If the Referral Buyer fails to pay the outstanding Referral Fee within 14 days of the due date, the Referral Supplier reserves the right to cancel the agreement without notice and to secure an agreement with other Referral Buyers.
TERM AND TERMINATION
This agreement is ongoing from the initial start date for a period of 3 months unless otherwise agreed in the Real Estate Referral Partnership Program proposal.
The Referral Supplier can terminate the agreement on 7 days notice should the Referral Buyer fail to comply with the following requirements as confirmed at the Referral Suppliers discretion:
Failure to follow up all referrals within 24hrs of receiving each referral
Failure to provide accurate home valuation appraisal reports for all client referrals
Failure to make every effort to sell the listings you generate from the referrals for the best outcome of your client
Failure to look after our referral clients’ needs in a prompt, respectful & professional manner
The Referral Buyer is not a registered real estate agent
The Referral Buyer fails to adhere to the ethical guidelines of the governing real estate body of Referral Buyer’s state.
The Referral Supplier agrees to provide the referral services to the Referral Buyer for the term of the agreement.
Due to limitations in the accuracy of the referral targeting software, the external boundary of the Referral License Area may overlap adjoining Referral License Areas where prescribed.
This Agreement shall govern the relationship of the parties, which shall be that of an independent contractor. Nothing in this Agreement shall be construed so as to create an employer—employee relationship. Referral Supplier is an independent contractor in relation to Referral Buyer. No agency relationship or joint venture is created by this Agreement. Referral Supplier shall have no authority, express or implied, to enter into contracts with third parties or make representations on behalf of Referral Buyer without its express written consent. Referral Supplier understands he is an independent contractor and is therefore solely responsible for all self-employment taxes and any federal, state and local taxes or fees that may arise from the independent contractor relationship.
The work carried out to achieve the estimated outcomes set out in this Agreement can be undertaken by another person provided by Referral Supplier.
This license agreement may be amended from time to time by mutual consent. Any amendments to this license agreement must be in writing and signed by both parties.
Each party acknowledges and agrees that any information relating to the other party’s business which is not generally known to the public is confidential and proprietary information. Neither party will disclose the Confidential Information to third parties without prior written agreement.
This license agreement, relationship, or operating practices shall not be made public on any Website, Internet forum, social networking site, message board, or any other public media without the express written consent of the Referral Supplier.
To the fullest extent admissible by law, the Referral Supplier will not be held liable to the Referral Buyer for any damages, including without limitation any direct, indirect, special, punitive, incidental, or consequential damage (including but not limited to damages for loss of business profits, business interruption, loss of information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising from the negligence of Referral Supplier or otherwise. Where liability cannot be legally excluded, the liability of Referral Supplier is limited to $1000.
The Referral Buyer agrees to indemnify Referral Supplier for any third party claim for damages arising out of or in any way connected with the supply of services by Referral Supplier to the Referral Buyer, including without limitation any direct, indirect, special, punitive, incidental, or consequential damage (including but not limited to damages for loss of business profits, business interruption, loss of information, loss of profits or goodwill or loss of use of facilities or equipment), or any other damages arising from the negligence of Referral Supplier or otherwise.
The Referral Buyer agrees to indemnify and hold harmless Referral Supplier, its affiliates, subsidiaries, agents, officers and other partners and its respective employees from and against all damages, liabilities, actions, causes of action, claims, suits, losses, demands, costs and expenses (including without limitation reasonable legal fees, disbursements and court costs) arising from or in connection with the Referral Buyer’s information, the Referral Buyer’s use of Referral Supplier’s referral services.
The Referral Buyer acknowledges that Referral Supplier makes no guarantee that their referral services will provide any increase in sales, business activity, profits or any other type of improvement to the Referral Buyer’s business.
Authorisation to use Referral Buyer pictures, logos, trademarks, website images, pamphlets, content, etc., for any use as deemed necessary by Referral Supplier for referral and marketing purposes.
The Referral Buyer agrees that their personal data may be used and retained by the Referral Supplier for the purposes of –
o Delivery of Goods and Services.
o Marketing of Goods and Services
o Processing of payment instructions
The Referral Buyer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Referral Supplier for inclusion on referral services are owned by the Referral Buyer, or that the Referral Buyer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Referral Supplier and its subcontractors from any liability or suit arising from the use of such elements.
ENTIRE LICENSE AGREEMENT
The parties have read this License Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject hereof.
This License Agreement shall be governed by and interpreted in accordance with the laws of the State of Queensland and both parties submit to the jurisdiction of the courts of that State.