PROPERTY OWNER SERVICE AGREEMENT [SAMPLE]

THIS AGREEMENT is dated (the “Agreement”).

Parties

1. SimonSays123Homes Pte Ltd, a limited liability company incorporated and having its registered office at 10 Anson Road #26-04 International Plaza Singapore 079903 (“SS123H”).
2. Name of owner (NRIC No:), an individual with his main address located at  (“Owner”).

Collectively referred to as the “Parties” or individually as a “Party”.

Background

1. Owner is of the opinion that SS123H has the necessary qualifications, experience and abilities to provide services to Owner.
2. SS123H is agreeable to providing such services to Owner on the terms and conditions set out in this Agreement.
3. Owner is engaging SS123H for sale and/or lease of the real estate located at (the “Property”).

Agreed terms

1. Interpretation

   1. The following definitions and rules of interpretation apply in this Agreement.

      Business Day: a day other than a Saturday, Sunday or public holiday in Singapore.

      Close of the transaction: when Option to Purchase (“OTP”) Agreement is offered for a property sale and deposit is received by Owner, or completion of a duly signed lease agreement for a property lease transaction.

      Currency: except as otherwise provided in this Agreement, all monetary amounts referred in this Agreement are in Singapore Dollars (SGD).

      Input: in relation to a Party, the services, resources, manpower or other tangibles or intangibles that such Party provides in relation to the Services, as more particularly set out in the Schedule.

      Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

      Platform: refers to www.SimonSays123Homes.com (the “Portal”) and SimonSays123Homes mobile apps.

      Services: the provision of Contact Centre, Customer Experience Officer, Deal Maker, and related services to be rendered to list the property for sale and/or lease on the Platform.

      Technology Fee: refers to a fee payable at close of transaction to SS123H for the use of the Platform and the services rendered.

      Transacted Price: refers to the price of the sale or monthly rental of the Property.

   2. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

   3. A reference to writing or written includes fax and e-mail.

2. Exclusivity

   1. For and in consideration of SS123H’s services to be rendered in listing for sale and/or lease and in undertaking to sell and/or lease or find a buyer or tenant for the Property, the Parties understand and agree that this is an exclusive listing to market.

   2. If said property is sold, traded or in any other way disposed of either by the Parties or by anyone else within the time specified in this listing, it is agreed to and understood that SS123H shall receive from the sale or trade of said property as their technology services fee as described under the Fees clause.

   3. Should said property be sold or traded within [NUMBER] days after expiration or termination by Owner of this listing agreement to a purchaser with whom Owner has been negotiating for the sale or trade of the Property, the said fee shall be due and payable on demand.

   4. In the event of promotion, exclusivity could extend subject to terms and conditions of the promotion.

3. Term of agreement

   1. The term of this Agreement (the “Term”) shall commence on the date of acceptance of this Agreement via the Portal (the “Commencement Date”) and shall remain in full force and effect till the close of the transaction, subject to earlier termination as provided in this Agreement.

   2. In the event that Owner wishes to terminate this Agreement prior to close of the transaction, the Owner will be required to provide written notice to SS123H with reason for termination. Termination request is subject to SS123H’s approval.

   3. SS123H reserves the right in its sole discretion to cease or suspend providing all or any part of the Services immediately without any notice to you, if (a) you breach, or threaten or intend to breach, Terms of this Agreement; (b) SS123H is required to do so under any applicable law, rule or regulation; or (c) the Services rely on data, services or another business relationship between SS123H and a third party service provider, and such relationship terminates or changes in such a way that affects SS123H’s ability to continue providing the Services.

4. Roles and Responsibilities

   1. SS123H scope of services:

      1. Property Listing

         SS123H shall provide the Platform to which the said property will be listed and published.

      2. Contact Centre

         SS123H Contact Centre provides central point of contact from which all customers matters are managed. Further details are available on our Platform.

      3. Customer Experience Officer

         SS123H provides Customer Experience Officer (“CEO”) to assist Owner in listing the property, not limiting to, leading crews to carry out photography and videography services, viewing appointments and other related services.

      4. Deal Maker

         SS123H provides Deal Maker (“DM”), a licensed Estate Agent, who may be involved in negotiation of the transaction.

   2. Owner’s Role and Responsibilities

      1. Owner agrees to provide all necessary documentations to SS123H for verification of ownership / entitlement of the said Property.

      2. If Owner chooses Do-It-Yourself (“DIY”) option for listing, publication guidelines from SS123H needs to be adhered to. The publication guidelines is available on the Platform. SS123H reserves the right to review and approve the publication and listing of the content on the Platform.

      3. Owner agrees to provide full access to facilitate the sale or lease of the said Property.

5. Fees

   1. Sale of property. SS123H shall receive from the sale of said property as the technology fee amounting to 0.35% of the transacted price. This fee due to SS123H shall be billed to the Owner at close of transaction.

   2. In the event when OTP is not exercised, SS123H shall receive 50% of the deposit received by Owner when OTP was offered.

   3. Lease of property. SS123H shall receive a one-time fee from the lease of said property as the technology fee amounting to 35% of the monthly rent. This fee due to SS123H will be payable…. [pend for final process]

6. Confidentiality

   1. Confidential Informationmeans all confidential information (however recorded or preserved) disclosed by a Party or its employees, officers, representatives or advisers (together its “Representatives”) to the other Party and that Party's Representatives whether before or after the date of this Agreement in connection with the Business or the Product, including information which:

      1. relates to the terms of this Agreement;

      2. relates to any Customer;

      3. would be regarded as confidential by a reasonable business person, relating to:

         • the business, assets, affairs, customers, clients, suppliers, or plans, intentions, or market opportunities of the Disclosing Party (or of any member of the Group of companies to which the Disclosing Party belongs); and

         • the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party (or of any member of the group of companies to which the Disclosing Party belongs);

      4. is developed by the Parties in the course of carrying out the Business; or

      5. is specified as confidential in the Schedule.

   2. The provisions of this Clause shall not apply to any Confidential Information that:

      1. is or becomes generally available to the public (other than as a result of its disclosure by the Receiving Party or its Representatives in breach of this Clause);

      2. was available to the Receiving Party on a non-confidential basis before disclosure by the Disclosing Party;

      3. was, is or becomes available to the Receiving Party on a non-confidential basis from a person who, to the Receiving Party's knowledge, is not bound by a confidentiality agreement with the Disclosing Party or otherwise prohibited from disclosing the information to the Receiving Party; or

      4. the Parties agree in writing is not confidential or may be disclosed; or

      5. is developed by or for the Receiving Party independently of the information disclosed by the Disclosing Party.

   3. Each Party shall keep the other Party's Confidential Information confidential and shall not:

      1. use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement in relation to the Business (the “Permitted Purpose”); or

      2. disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause.

   4. A Party may disclose the other Party's Confidential Information to such party, at such time and in such manner as consented to by the other Party in writing (such consent not to be unreasonably withheld or delayed).

   5. A Party may disclose the other Party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:

      1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and

      2. it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this Clause as if they were a Party to this Agreement,and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this Clause.

   6. A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause, it takes into account the reasonable requests of the other Party in relation to the content of such disclosure.

   7. A Party may, provided that it has reasonable grounds to believe that the other Party is involved in activity that may constitute a criminal offence under the Prevention of Corruption Act (Cap 241) (“PCA”), disclose Confidential Information pursuant to the requirements of the PCA without first informing the other Party of such disclosure.

   8. Each Party reserves all rights in its Confidential Information. No rights or obligations in respect of a Party's Confidential Information other than those expressly stated in this Agreement are granted to the other Party, or to be implied from this Agreement.

   9. On termination of this Agreement, unless such things are needed by it to perform its obligations in relation to an order placed by any Customer (and only until the end of such time), each Party shall:

      1. return to the other Party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information;

      2. erase all the other Party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically practicable); and

      3. certify in writing to the other Party that it has complied with the requirements of this Clause, provided that a recipient Party may retain documents and materials containing, reflecting, incorporating or based on the other Party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this Clause shall continue to apply to any such documents and materials retained by a recipient Party.

   10. Except as expressly stated in this Agreement, no Party makes any express or implied warranty or representation concerning its Confidential Information.

   11. The provisions of this Clause shall survive for a period of five (5) years from the termination of this Agreement. 

7. Data protection

   Each Party shall ensure that it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including, without limitation, the Personal Data Protection Act 2012.

8. Intellectual property

   1. This Agreement does not transfer any interest in Intellectual Property Rights. All Intellectual Property Rights developed or created by a Party in relation to the Property listing shall be owned by that Party (the “Created IPR”).

   2. Each Party grants to the other Party a non-exclusive, personal, royalty-free licence during the term of this Agreement to use its Created IPR in relation to the Property listing to the extent necessary for the other Party to carry out its obligations in relation to the Property listing.

   3. Upon termination of this Agreement, a Party licensed to use Created IPR under Clause 8.2 shall cease to use that Created IPR and shall return any physical embodiment of the Created IPR (including any copies) in its possession or control to the other Party.

   4. Each Party shall immediately give written notice to the other Party of any actual, threatened or suspected infringement of any Party's Intellectual Property Rights (including Created IPR) used in connection with the Property listing of which it becomes aware.

9. Warranties

   1. Each Party warrants that:

      1. it has full power and authority to carry out the actions contemplated under this Agreement; and

      2. its entry into and performance under the terms of this Agreement will not infringe the Intellectual Property Rights of any third party or cause it to be in breach of any obligations to a third party.

   2. Except as expressly provided in this Agreement, there are no conditions, warranties or other terms binding on the Parties with respect to the actions contemplated by this Agreement. Any condition, warranty or other term in this regard that might otherwise be implied or incorporated into this Agreement, whether by statute, common law or otherwise, is, to the extent that it is lawful to do so, excluded by this Agreement.

10. Indemnity

    1. Each Party (an “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Indemnified Party arising out of or in connection with any claim made against the Indemnified Party for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with:

       1. the Indemnified Party's use in accordance with this Agreement of Intellectual Property Rights licensed to it by the Indemnifying Party under Clause 8.2; and

       2. the receipt or use by the Indemnified Party of Inputs or other items or services provided by the Indemnifying Party in relation to the Business.

    2. If a payment due from the Indemnifying Party under this Clause is subject to tax (whether by way of direct assessment or withholding at its source), the Indemnified Party shall be entitled to receive from the Indemnifying Party such amounts as shall ensure that the net receipt, after tax, to the Indemnified Party in respect of the payment is the same as it would have been were the payment not subject to tax.

11. Limitation and exclusion of liability

    1. Nothing in this Agreement shall limit or exclude a Party's liability:

       1. for death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors;

       2. for fraud or fraudulent misrepresentation;

       3. for breach of any obligation as to title or quiet possession implied by statute; or

       4. for any other act, omission, or liability which may not be limited or excluded by law.

    2. Subject to Clause 15.1, neither Party shall have any liability to the other Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the agreement.

    3. The Parties expressly agree that if any limitation or provision contained or expressly referred to in this Clause is held to be invalid under any applicable statute or rule of law, it shall, to that extent, be deemed omitted.

12. Termination of agreement

    1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party:

       1. if the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;

       2. if the other Party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;

       3. if the other Party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement;

       4. if the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 62 of the Bankruptcy Act, Cap. 20;

       5. if the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

       6. if a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;

       7. if an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;

       8. if the holder of a qualifying floating charge over the assets of that other Party (being a company) has become entitled to appoint or has appointed an administrative receiver;

       9. if a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;

       10. if any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 16.1(d) to 16.1(i) (inclusive);

       11. if the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

       12. in accordance with Clause 18.

    2. Without affecting any other right or remedy available to it, either party may terminate this Agreement on giving not less than six (6) months written notice to the other Party.

13. Consequences of termination

    Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

14. Force majeure

    1. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations.

    2. A force majeure event shall include such events as an act of God, fire, flood, typhoon, storm, war, riot, civil unrest, act of terrorism, strikes, industrial disputes, outbreak of epidemic or pandemic illness, failure of utility service or transportation.

    3. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate this Agreement by giving one (1) week's written notice to the affected party.

15. Remedies

    Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

16. Inadequacy of damages

    Without prejudice to any other rights or remedies that a Party may have, each Party acknowledges and agrees that in the event of breach of the terms of this Agreement by one Party, damages alone would not be an adequate remedy for the other Party. Accordingly, the Party not in breach shall be entitled to the remedies of injunction, specific performance or other equitable relief for any breach of the terms of this Agreement.

17. Assignment and other dealings

    Neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

18. Variation

    No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

19. Waiver

    No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

20. Entire agreement

    1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

21. No partnership or agency

    1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.

    2. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

22. Third party rights

    No Party may assign, transfer or sub-contract to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.

23. Mediation

    All disputes, controversies or differences arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be first referred to mediation in Singapore in accordance with the Mediation Rules of the Singapore International Mediation Centre for the time being in force. If the dispute is not settled by mediation within ten (10) days of commencement of the mediation or within such further period as the Parties may agree in writing, the dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The Tribunal shall consist of three arbitrators to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.

24. Notices

    1. All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient at its address set out above, or as otherwise directed by the recipient by notice given in accordance with this Clause.

    2. Notices shall be delivered by hand or sent by registered post, courier or by facsimile. If delivered by hand or sent by courier, notice will be deemed given on the date of receipt, if sent by facsimile, on the date of transmission, and if sent by registered post, five (5) days after being posted.

25. Counterparts

    This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

26. Governing law

    This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Singapore law.

This Agreement has been entered into on the date stated at the beginning of it.