REFERRAL AGREEMENT
The MoveRight Realty Services Program (the "Program") is operated by MoveRight Realty Services Ltd. ("MoveRight") through its website www.MoveRight.com. (the "Website"). By agreeing to participate in the Program, each Agent acknowledges, accepts and agrees to comply with, and be bound by, the terms and conditions of the Website (as they may be amended from time to time) and the following general terms and conditions:
1. DEFINITIONS AND INTERPRETATION
For the purposes of this Referral Agreement:
"Agent" means a broker, realtor, sales associate or any other licenced real estate professional authorized to buy and sell real estate for others in Canada or the U.S.
"Customer" means any person who is registered with MoveRight pursuant to the Program and who wishes to obtain the services of an Agent.
"Referral" means a referral of a Customer by MoveRight to an Agent for the purposes of assisting such Customer with a Transaction.
"Referral Fee" means thirty-five (35%) percent of the listing or selling portion of the gross real estate commission earned by Agent under a Transaction prior to the deduction of any applicable fees or disbursements.
"Representative" means any associate, partner, colleague, agent or advisor of an Agent, or any other person, who assists Agent with any Referral.
"Transaction" means any purchase or sale of real estate involving Customer.
Wherever Agent acknowledges and agrees to comply with and be bound by the terms and conditions contained within this Referral Agreement, it is acknowledged and agreed that Agent shall also do so for and on behalf of any of its applicable Representatives and in so doing shall be held directly responsible and liable for any breach, default or other form of non-compliance committed by any such Representative.
SERVICES
In consideration of receiving a Referral, and subject to the terms and conditions of this Referral Agreement, Agent covenants and agrees with MoveRight to provide the following services (collectively, the "Services") in accordance with the Program:
Within forty-eight (48) hours of its notification of a Referral from MoveRight, Agent will either make initial contact with Customer or advise MoveRight immediately of its inability or unwillingness to do so.
Agent will fully advise Customer as either a purchaser of a property ("Buyer") or vendor of a property ("Seller") about current agency law applying to the relationship between a real estate agent and a Buyer/Seller when selling or purchasing a property.
Agent will ensure that it is available at all reasonable times (weekends included) to discuss issues or concerns with Customer regarding any Transaction.
Agent will provide Customer with all documents, information, service and assistance as is reasonably expected of a prudent and diligent licenced real estate professional in the jurisdiction to which such Agent conducts business (collectively, the "Standards").
Agent will ensure the availability of any back-up licensed real estate agent or broker, including a Representative, to work with a Customer should Agent be, or become, unavailable for any period of time and that such person provide the same Standards.
Agent will forward MoveRight a fully executed copy of the applicable listing contract involving a Customer within forty-eight (48) hours of its execution.
Agent will notify MoveRight of any offers (conditional or firm) made or received by a Customer concerning a Transaction within forty-eight (48) hours of its occurrence.
Agent will notify MoveRight upon the waiver or satisfaction of all material conditions on a conditional purchase Transaction within forty-eight (48) hours of its occurrence.
Agent will forward a fully executed copy of any firm agreement of purchase and sale involving a Customer to MoveRight within forty-eight (48) hours of its occurrence.
Agent will notify MoveRight of the actual purchase closing relating to a Transaction within forty-eight (48) hours of the actual closing date.
Agent will respond to any inquiries or concerns raised by MoveRight within twenty-four (24) hours of its occurrence.
Agent will advise MoveRight of any material change to a Transaction or in its relationship with a Customer within twenty-four (24) hours of its occurrence.
Within fourteen (14) days of the closing of any Transaction, Agent will remit to MoveRight the Referral Fee in full by way of cheque or bank draft to MoveRight's address listed on the Website.
ACKNOWLEDGEMENTS
Agent understands, acknowledges and agrees that by participating in the Program:
MoveRight has no obligation at any time to provide Agent with any Referral(s) and to the extent that a Referral is provided, such Referral is and shall be made in the sole unfettered discretion of MoveRight;
MoveRight makes no representation or warranty of any kind to Agent with respect to the suitability, capability, financial position or other information or characteristics of any Customer referred to Agent in accordance with this Referral Agreement and the Program including, without limitation, any property of Customer involved in any Transaction. Agent shall be solely responsible for conducting its own due diligence with respect to any and all business and financial aspects of any Transaction, including its own investigations of Customer and any applicable property, as required;
but for the Referral, Agent would not have had the opportunity to work with Customer and earn any form of commission or fee on the Transaction;
when listing a property for a Customer pursuant to a Transaction, Agent shall be responsible for (i) negotiating a reasonable compensation fee with cooperating agents which is an adequate incentive in their marketplace to generate the action of other agents to show the property and encourage offers, and (ii) securing a reasonable listing fee that is a common fee in their marketplace. Once the applicable commissions are set in the applicable listing contract, the Referral Fee shall be based on such listed commissions regardless of any subsequent amendment or negotiation agreed to by the Agent with either the Customer or any cooperating agent;
if the Referral Fee is not paid to MoveRight when due, interest shall accrue on such overdue amount at a rate of 16% per annum, calculated daily from the day payment was due until the date payment is actually made. In addition, a $50.00 administration fee shall be payable by Agent to MoveRight for any Referral Fee not paid when due;
notwithstanding anything contained herein or in any agreement between Agent and Customer, MoveRight may, upon notice, immediately revoke a Referral from an Agent and replace such Agent with another Agent of its choice should Agent fail to comply with the terms and conditions of this Referral Agreement or should Customer request such change from MoveRight for any reason whatsoever;
any agreement entered into between Agent and Customer pertaining to a Transaction (whether it be a buyer brokerage agreement or a seller brokerage agreement) shall be expressly subject to the terms and conditions of this Referral Agreement and shall in no way restrict, prohibit or compromise in any manner whatsoever any rights or remedies available to MoveRight under this Referral Agreement, at law or in equity; and
the terms and conditions of the Program, the Website or this Referral Agreement may be amended from time to time by MoveRight and such amendments will be binding upon Agent provided that at least ten (10) days notice of such amendments has first been brought to the attention of Agent.
REPRESENTATIONS AND WARRANTIES
Agent represents and warrants to MoveRight that:
it has provided MoveRight with complete, accurate and up-to-date information regarding its online registration on the Website; and
it is licensed to buy and sell real estate in the jurisdiction in which it conducts business, it is in good standing under the laws of the jurisdiction in which it conducts business and it will continue to hold such designation for the duration of its registration with, and provision of Services to, MoveRight.
COVENANTS
Agent covenants and agrees with MoveRight that:
it shall pay all amounts owing hereunder as and when they become due and provide any and all information as and when required pursuant to this Referral Agreement;
it shall not refer any Customer to any other person for the purpose of a Transaction;
it shall promptly advise MoveRight of any changes to any of its information registered with the Program; and
it shall at all times comply with all applicable laws and regulations.
PRIVACY
Agent further covenants and agrees at all times to comply Personal Information Protection and Electronic Documents Act (Canada) as amended ("PIPEDA") and any applicable privacy policies adopted by MoveRight on its Website from time to time. Agent acknowledges and agrees that it shall have in place and maintain at all times such appropriate policies and procedures so as to ensure the protection of all Personal Information (as that term is defined in PIPEDA) of a Customer while such Personal Information is in its possession or custody, provided that such policies and procedures are in strict compliance with the PIPEDA. Without limiting the generality of the foregoing, Agent covenants and agrees to only collect and use such Personal Information of a Customer which is necessary to fulfill its obligations under the Program. Agent further covenants and agrees that it shall not, by any means or in any format, sell, distribute, disperse or otherwise publish, make public or make alternative use of any such Personal Information of a Customer that is collected, created or handled under this Referral Agreement or the Program without the prior written consent of MoveRight and Customer.
INDEMNITY
Agent agrees to indemnify and save harmless MoveRight and each of its partners, directors, officers, employees, representatives and advisors (collectively, the "Indemnified") against any and all claims, demands, losses, judgments, liabilities, fines, settlements, penalties, damages or costs of any kind (including legal fees) howsoever caused or arising, whether in contract, tort or otherwise, directly or indirectly, claimed against the Indemnified by a third party or otherwise as a result of: (i) any breach of the terms and conditions of this Referral Agreement, the Website or the Program by Agent or its Representatives, or (ii) any negligent acts or omissions of Agent or its Representatives in providing any Services or in otherwise being associated with the Program.
NOTICE
All correspondence and notices required to be delivered hereunder by Agent to MoveRight shall be delivered in writing via facsimile to MoveRight's fax number listed on the Website. MoveRight shall provide all notices to Agent in writing at the address or fax number listed in the Agent's registration form on the Website. Agent may change its address at any time upon providing at least ten (10) days notice to MoveRight in accordance with this Referral Agreement.
GENERAL
This Referral Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. This Referral Agreement shall not be assigned by Agent in whole or in part without the prior written consent of MoveRight.
