Freelance Agent and Sellorate (HK) Marketing Agreement for Ideo Chula-Samyan
This Agreement is for freelance agents that do not have a registered real estate company.
If you trade under a registered real estate company, please complete the Agency Marketing Agreement.
FREELANCE AGENT MARKETING AGREEMENT IN RELATION TOBROKERAGE OF IDEO CHULA-SAMYAN
SELLORATE (HONG KONG) CO., LTD ("SELLORATE"),
Registered Address: 20/F, Leighton Centre, 77 Leighton Road, Causeway Bay, Hong Kong
(THE FREELANCE AGENT and SELLORATE may be referred to individually as a "Party" and collectively as the "Parties".)
IT IS AGREED AS FOLLOWS:
In this Agreement, unless the context requires otherwise, the following terms shall have the meanings set forth below:
“Agreement” means this agreement, as may be amended from time to time, and any and all Schedules and documents attached to this Agreement;
“Business Day” means a day on which banks are open for business in Hong Kong (excluding Saturdays, Sundays and national public holidays);
“Baht” means Thai baht which is the lawful currency of the Kingdom of Thailand;
“HKD” means Hong Kong Dollars which is the lawful currency of Hong Kong;
“USD” means United States Dollars which is the lawful currency of United State of America;
“Commission Fee” has the meaning ascribed to it in Clause 4.1;
“Buyer’s Deposit” has the meaning ascribed to it in Clause 3.1.5 and 3.1.6;
“Project” has the meaning ascribed to it in Recitals 2;
“Project Unit” or “Project Units” has the meaning ascribed to it in Recitals 2, which are all the condominium units of the Project;
“Tax” means and includes all forms of taxation and statutory, governmental, supra-governmental, state, principal, local governmental or municipal impositions, duties (including, without limitation, customs duties), contributions and levies, in each case, wherever and whenever imposed and all penalties, charges, costs and interest relating thereto and, without limitation, all employment taxes and any deductions or withholdings.
2. APPOINTMENT OF MARKETING THE FREELANCE AGENT
2.1 Terms of Appointment
THE FREELANCE AGENT is appointed as a Marketing FREELANCE AGENT for the Project. The term of the agreement shall commence on the execution of this agreement and expires upon written termination by either party.
2.2 Accepted Nationalities
All nationalities of customer, except for Thai, are accepted for this project.
2.3 Rights to Assign
The Parties agree that THE FREELANCE AGENT may not assign its rights and obligations under this Agreement.
3. SALES PROCEDURE
3.1 THE FREELANCE AGENT's OBLIGATIONS
THE FREELANCE AGENT shall submit the following documents with respect to any units sold within 5 Business Days:
3.2 SELLORATE'S Obligation
Within 10 (ten) business days upon receipt of Reservation Form, Booking Form and First Deposit, SELLORATE shall ensure:
Within 45 (forty-five) business days upon receipt of Reservation Form, Booking Form, First Deposit and Second Deposit, SELLORATE shall ensure:
4. THE FREELANCE AGENT COMMISSION AND PAYMENT
4.1 In consideration for THE FREELANCE AGENT'S completion of its performance as a Marketing Freelance Agent in accordance with Clause 3.1, SELLORATE shall have the obligation to make the following payments with respect to each Sold Unit:
(a) SELLORATE shall pay the Commission Fee at 8% of the transacted price upon for any Units Sold.
4.2 SELLORATE shall pay the Commission Fee for each Unit Sold in full to THE FREELANCE AGENT once the DEVELOPER has received Booking Fees + 20% Buyer's Deposit and Buyer's Execution of Sales & Purchase Agreement. Should there be any delays in the execution of the Sales & Purchase Agreement or delays in the collection of the Brokerage Fee by SELLORATE from DEVELOPER, SELLORATE shall not be liable for the payment of the Brokerage Fee to THE FREELANCE AGENT until collecting such fees from DEVELOPER.
4.3 The Commission Fee shall be made in Telegraphic transfer or money transfer to the bank account as nominated by THE FREELANCE AGENT to SELLORATE. THE FREELANCE AGENT agrees that all costs and fees including bank charges relating to the payment and receipt of any and all of the Commission Fee with regards to the remitting bank and the receiving bank will be borne by THE FREELANCE AGENT.
4.4 The Parties agree that the Commission Fee shall be paid by SELLORATE to THE FREELANCE AGENT in HKD. SELLORATE will use the exchange rate of Thai Baht to HKD at the date of processing the payment to THE FREELANCE AGENT.
4.5 The Parties agree that the Commission Fee which shall be paid by SELLORATE to THE FREELANCE AGENT shall be INCLUSIVE of any Taxes (including Value Added Tax) if any.
4.6 The Parties agree that on the last Business Day of each calendar month for the duration of this agreement, SELLORATE shall determine the amounts owed for the Brokerage Fee in respect to the Units Sold and shall notify THE FREELANCE AGENT of the amounts in writing. Once agreed between SELLORATE and THE FREELANCE AGENT, THE FREELANCE AGENT shall issue an invoice(s) to SELLORATE for the Brokerage Fee. The developer has to pay the commission to SELLORATE within 60 Business Days only after Clause 4.2 has been completed and SELLORATE then shall settle the payment to THE FREELANCE AGENT. Should the developer fail to pay the commission to SELLORATE within 60 Business Days, SELLORATE shall not be obligated to make payment to THE FREELANCE AGENT until fully paid by the Developer.
4.7 THE FREELANCE AGENT agrees that all costs and fees including bank charges and currency exchange rates, relating to the payment and receipt of any and all of the Commission Fee with regard to the remitting bank and the receiving bank will be borne by THE FREELANCE AGENT.
5. MARKETING ACTIVITIES
5.1 For avoidance of doubt, all sales costs including advertising, exhibition venues incurred for overseas sales shall be borne by THE FREELANCE AGENT.
5.2 All promotional materials designed by THE FREELANCE AGENT or a third party commissioned by THE FREELANCE AGENT shall be sent to SELLORATE for approval.
6. SITE VISIT
6.1 SELLORATE agrees to provide Site Visit assistance for potential customer visiting the project for viewing. The minimum notification required is 24 hours.
6.2 In the event, if customer requires transport/pick up service. Transportation charges will be incurred by THE FREELANCE AGENT/Customer.
6.3 Should the sales agent be unavailable to attend a site visit with their client, SELLORATE can assist the client. If a purchase is made without the presence of the agent, there will a reduction in the commission paid to be determined at a later date.
6.4 All customer names must be registered before the site visit. If the customer has previously visited the sales gallery and/or registered with the developer, Sellorate cannot guarantee commission in the case of a sold unit.
7.1 This agreement may be terminated by mutual written agreement of the Parties.
7.2 SELLORATE reserves the right to terminate this agreement shall THE FREELANCE AGENT and/or its sub agents contravene any regulatory guidelines or due to poor performance. Upon termination, THE FREELANCE AGENT and/or its sub agents must immediately stop all marketing activities and return marketing materials in its possession to SELLORATE.
8. LAW APPLICABLE
This Agreement shall be subject to and construed according to the LAWS OF HONG KONG and under the exclusive jurisdiction of the Hong Kong courts.
All notices and other communications under this Agreement shall be made in writing and in English and shall address the intended recipient at its address or email address below, marked for the attention of the person designated below, and such notice shall be deemed to have been duly served on the day on which it was transmitted by hand or email address, or the third Business Day following the day on which it was posted;
(a) For SELLORATE
Address: SELLORATE (Thailand) Co.,Ltd
FYI Center building, 11th Floor, 2525 Rama 4 Road, Klongtoei, Klongtoei District, Bangkok 10110
Attention: Mr Christopher Moore
Each party shall keep this Agreement including without limitation the existence of or the fact that the Parties have entered into this Agreement or any information obtained or disclosed in relation to this Agreement confidential, notwithstanding the termination of this Agreement. Each Party must not make any public announcement of this Agreement or its subject matter or any information about the other party or their Affiliates without the other Party's prior written consent, except:
10.1 For performing its obligations under this Agreement;
10.2 As required by the laws of any relevant jurisdiction or order of any authority or court;
10.3 As disclosed on a limited basis to staff, employees, financial advisers, auditors, legal counsel, or other advisers of a Party on a "need to know" basis, so long as undertakings are obtained from such persons to observe confidentiality; or this clause shall survive any termination of this Agreement.
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Signed by Christopher Moore
Signed On: May 26, 2020
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Document Name: Freelance Agent and Sellorate (HK) Marketing Agreement for Ideo Chula-Samyan
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