Please read these Partner Agency Terms of Business carefully as they contain important information about your legal rights, remedies and obligations.
1. INTRODUCTION
1.1. This Agreement is made between Scraye Technologies Limited a company incorporated and registered in England and Wales with company number 12424477 (“Scraye”, “we”, “us”); and you (“Partner Agency”, “you”, “your”).
1.2. These terms are applicable only to estate agents acting in the course of their business. In no event will any individual user(s) of the Scraye platform (including any prospective tenant or landlord) be a party to this Agreement.
2. BASIS OF AGREEMENT
2.1. This Agreement shall commence on the date you first use or receive a Service (“Commencement Date”), which is deemed as your agreement to be bound by and comply with the terms of this Agreement to the exclusion of all other terms.
2.2. Any descriptive matter or advertising issued by Scraye, and any descriptions or images contained in on the Scraye website, are issued or published for the sole purpose of giving an approximate description of the Services. They shall not form part of the Agreement or have any contractual force.
3. SERVICES
3.1. Client Introduction
3.1.1. Under Client Introduction, the Partner Agency may introduce potential tenants or buyers to Scraye to enter into a tenancy agreement sale contract in respect of a third party property listed on the Scraye Platform. Scraye shall pay to the Partner Agency the Introduction Commission in accordance with clause 4.1.
3.1.2. A tenant or buyer is considered introduced by you only if: (a) you communicate it to Scraye by booking a viewing on the Scraye Platform; (b) the tenant or buyer is not already registered and/or in communications with Scraye; and (c) the tenant or buyer has not already been introduced to Scraye by any other third party.
3.1.3. No Introduction Commission shall be payable by Scraye: (a) unless a tenancy agreement is fully executed or sale contract is unconditionally exchanged by the relevant parties; (b) if the relevant tenancy agreement is terminated prior to the tenant commencing occupation of the property; and/or (c) in respect of properties listed by you (or any affiliates) on the Scraye Platform.
3.2. Listing Services
3.2.1. The Listing Services allow you to list properties available for letting or sale on the Scraye Platform. The options available are the following:
(a) Lettings: properties available for letting;
(b) Lettings Protect: properties available for letting where Scraye additionally offers a rent protection and legal expense cover (clause 3.4);
(c) Sales: properties available for sale.
3.2.2. Partner Agency shall set the listed rental or sales price of their properties listed on the Scraye Platform.
3.2.3. When listing a property on Scraye, the Partner Agency shall set the listed sales or rental price of their properties at the same price to that of their listings on other portals or websites.
3.2.4. A tenant may enquire about your listing and book viewings of the property at viewing times through the Scraye Platform. These viewings are to be conducted by you, Scraye or an agent of Scraye’s Independent Agent Network (SIAN) (as agreed between us).
3.2.5. If a Partner Agency lists a property on the Scraye Platform and a tenancy agreement is subsequently entered with a tenant that found or first viewed the property on the Scraye Platform, then the Partner Agency shall pay Scraye the Services Fee in accordance with clause 5.2.
3.2.6. You shall promptly notify Scraye once a tenancy agreement has been entered into for a property listed on the Scraye Platform, including specifying whether the tenant found or viewed the property on the Scraye Platform.
3.2.7. The Partner Agency shall provide Scraye with all information relevant to any listing to enable Scraye to advertise the listing on the Scraye Platform.
Terms of Business – Partner Agencies
3.2.8. You agree to indemnify Scraye against all liabilities, costs, expenses, damages and losses suffered or incurred as a result of or in connection with Scraye’s use of the Partner Agency Marks and/or Partner Agency Information including from a third party claim that your listing or any information within your listing provided by you to us is incorrect, incomplete, misleading, fraudulent, in breach of any third parties intellectual property rights or in breach of any other applicable law.
3.2.9. You shall promptly notify Scraye once a property listed as available for letting or available for sale on the Scraye Platform is no longer available.
3.2.10. Scraye may offer incentives to list properties on the Scraye Platform, the details of which are hosted at scraye.com/agents. Scraye reserves the right to change or withdraw any such incentives at any time. Scraye reserves the right to revoke any incentives previously offered/agreed in circumstances where: (a) Scraye is not provided with access to the property at any times arranged with you; and/or (b) at the time Scraye accesses the property, the property is not in fit condition to create media for listing the property.
3.2.11. Promotions
(a) You understand that from time to time Scraye may run promotions and/or referral programmes to incentivise tenants to rent, buyers to purchase and agents to introduce prospective tenants or buyers to properties on the Scraye platform;
(b) You understand these promotions come at no cost to you and no fee shall be payable by you for these promotions. The fees payable by you are limited by what is set out in this Agreement.
3.3. Deal Closing Services
3.3.1. The Deal Closing Services allow you to utilise the Scraye Platform and our services to complete the closing of tenancy agreements online for any tenancies introduced via the Listing Services described above.
3.3.2. The Deal Closing Services are optional and include any one or all of the following services:
(a) referencing procedures for all tenants above the age of 18,
(b) the use of Scraye’s standard tenancy agreement unless you specify otherwise and provide alternative contractual documentation;
(c) provision via the Scraye Platform of pre-tenancy information to the tenant to meet legal requirement, it being acknowledged that it shall be the responsibility of the Partner Agency to upload the relevant documents and information to the Scraye Platform;
(d) the signing and completion of a tenancy agreement from negotiation to execution in a digital environment on the Scraye Platform;
(e) receipt and transfer of the monthly rental payments from tenants (“Payment Service”) to include:
(A) monthly receipt of rental payments from the tenant on your behalf; and
(B) provided that Scraye shall in no event be responsible for taking any enforcement action in respect of non-payment of rent or serve any legal notices on tenants on your behalf;
(f) such other administrative services relating to the completion of tenancy agreements as may be agreed in writing between the parties from time to time.
3.3.3. Scraye will take reasonable care in completing its identity verification and suitability assessment process but makes no guarantee that any information provided by the prospective tenant is in fact correct or that the tenant will be a suitable tenant during the term of their tenancy.
3.3.4. In respect of use of tenancy agreements:
(a) you acknowledge and agree that Scraye’s standard tenancy agreement has not been adapted for any particular property and Scraye shall take no responsibility for adapting the tenancy agreement to any particular property, including to take account of any obligations and/or restrictions set out in any relevant head lease;
(b) when you use of any form of tenancy agreement other than Scraye’s standard tenancy agreement (including where you request any amendments to such standard tenancy agreement) you agree that:
(A) it shall be your responsibility to ensure the document shall create an assured shorthold tenancy and be in compliance with the Tenant Fees Act 2019 and any other relevant legislation; and
(B) the use shall be entirely at your risk and it is your responsibility to ensure such tenancy agreement meets all legal requirements.
(c) You agree to indemnify Scraye against any costs or losses Scraye may suffer as a result of either your decision to use of any form of tenancy agreement other than Scraye’s standard tenancy agreement; and/or any adapted version of Scraye’s form of tenancy for any particular property.
3.3.5. You agree to indemnify Scraye against all liabilities, costs, expenses, damages and losses suffered or incurred as a result of or in connection with the operation of the Deal Closing Services save where such are suffered or incurred as a result of Scraye’s own negligence or breach of duty.
3.3.6. In consideration for the Deal Closing Services, you agree to pay the Services Fee as set out in clause 5.2 in respect of each and every tenancy agreement for which you use any or all of the Deal Closing Services.
3.3.7. Partner Agency agrees and acknowledges that certain elements of the Services may be subject to separate or additional terms and conditions which Scraye may notify Partner Agency of from time to time and upon such notice, such terms shall be deemed incorporated into the terms of this Agreement.
3.4. LETTINGS PROTECT SERVICES
3.4.1. Within the Listing Services, Scraye allows you to list a property available for letting under the Lettings Protect service.
3.4.2. For tenancies concluded via the Scraye platform under the Lettings Protect service, Scraye will purchase a limited landlord legal expense and rent protection (“Legal & Rent Policy”).
3.4.3. The purchase price of the policy is paid by Scraye. The fee payable by you is limited to that specified in clause 4.2.2b.
3.4.4. The Landlord Legal Expenses & Rent Protection Policy is underwritten by Aviva and includes the below:
(a) Cover up to £5,000 of monthly rental income
(b) Maximum claim for 12 months of rental income
(c) Landlord legal expenses up to £100,000
(d) Assistance in the tenant eviction process provided by a partner solicitor firm of Aviva
3.4.5. To be eligible for the protection described in 3.4.4, the tenancy must comply with the following:
(a) Rent collection by Scraye: the rent must be paid by the tenant to Scraye. Scraye will then remit the rent to you or to your landlord within 3 business days.
(b) The tenancy must be an AST with individuals. Corporate lets or company lets are not eligible.
(c) Compliance with the following referencing criteria via the Scraye Deal Closing services:
(i) A right to rent check has been carried out (where applicable)
(ii) All prescribed documents being served at the commencement of the tenancy agreement
(iii) A minimum affordability level of 2.5x the annual rent is met by the applicant or minimum affordability level of 3.0x the annual rent is met by the applicant’s UK-based guarantor (affordability being assessed on provable UK-based income)
(iv) The applicant is clear of any adverse credit within the last 3 years (CCJ’s, IVA’s, Bankruptcies)
(v) Protection of the deposit in accordance with the relevant legislation or deposit replacement scheme
3.4.6. You acknowledge that Scraye will endeavour on a best efforts basis to ensure the eligibility of the tenancy for the Legal & Rent Policy but does not provide any guarantee that a given tenancy is eligible. It remains your responsibility to ensure the tenancy adheres to clause 3.4.5.
3.4.7. A claim can be submitted upon the tenant missing 2x monthly rent payments or accumulating 2x months’ rent arrears.
3.4.8. The claim must be submitted no later than 60 calendar days after the events in clause 3.4.7 occur.
3.4.9. In order to submit a claim, Scraye and the insurer will request the following documents. This list is non-exhaustive and Scraye and the insurer reserve the right to request additional documentation.
(a) A full explanation of the claim
(b) Updated rent statement
(c) Copy of tenancy agreement
(d) Tenant/guarantor references
(e) Confirmation that any deposit has been properly protected in accordance with relevant legislation or deposit replacement scheme
(f) Copy of energy performance certificates and proof this was issued to the tenant
(g) Gas safety certificate and proof this was provided to the tenant where applicable
(h) Evidence that the how to rent guide was issued prior to the tenancy
(i) Copies of notices or correspondence that has been exchanged with the tenant
3.4.10. In the event a claim is made by you for payment under the Legal & Rent Policy, Scraye will assist on a best efforts basis to ensure the claim is successful. Should the claim be declined by Aviva, Scraye shall not owe any duty (whether statutory or otherwise) and shall have no direct liability toward you or the owner of the property.
3.4.11. Should you wish to see the full particulars of the Landlord Legal Expenses & Rent Protection Policy, please contact Scraye.
3.4.12. In the event you have listed the property under the Lettings Protect service and the agreed tenancy is not eligible for the Legal & Rent Policy yet you request to proceed with the tenancy, you will remain liable for the fee stipulated in 4.2.2b.
4. PRICE AND PAYMENT
4.1. Introduction Commission payable by Scraye
4.1.1. For each Tenant Introduction, Scraye will pay to you an Introduction Commission comprising of a one-off variable fee on the gross monthly rental price of the relevant tenancy agreement calculated for the initial term of the tenancy agreement or a period of 12 months, whichever is shorter. The fee shall vary per property and will be displayed on the property’s listing page as well as be communicated to you before your tenant applies to rent the property.
4.1.2. The Introduction Commission shall be payable by Scraye either a) within 60 days of the date a tenant moves into a property pursuant to a tenancy agreement entered into via the Scraye Platform by an introduced tenant is signed by all parties or b) within the payments terms published on agents.scraye.com.
4.1.3. Payments terms are subject to amendment from time to time at Scraye’s sole discretion. Please refer to agents.scraye.com for the latest applicable payment terms.
4.2. Services Fee payable to Scraye
4.2.1. If in relation to any tenancy agreement the Listing Services and/or a Deal Closing Services are provided, Partner Agency shall pay to Scraye the Services Fee set out in clause 4.2.2. Only one Services Fee will be payable for each relevant tenancy Agreement irrespective of whether only one of or both of the Listing Services and Deal Closing Services have been provided.
4.2.2. In consideration of the Listing Services and/or the Deal Closing Services (as applicable), Partner Agency shall pay to Scraye an amount equal to the below, unless the Partner Agency has requested or entered a higher amount at the time of listing the relevant property:
(a) Lettings: 2.5% (excluding VAT) of the gross monthly rent for the duration of the relevant tenancy agreement (including any extensions or renewals).
(b) Lettings Protect: 3.5% (excluding VAT) of the gross monthly rent for the duration of the relevant tenancy agreement (including any extensions or renewals).
(c) Sales: 0.75% (excluding VAT) of the contract selling price.
(d) All fees exclude value added tax (VAT), which you shall additionally be liable to pay to Scraye at the prevailing rate, subject to the receipt of a valid VAT invoice.
(e) The fees listed in 4.2.2a - 4.2.2c are subject to amendment in accordance with clause 4.5.
4.2.3. You may choose between the following options for payment of the Services Fee:
(a) Deduction from rent: Automatic deduction of the Services Fee by Scraye from the monthly rental payments we receive from the tenant before we pay you the monthly rental payments.
(b) Invoicing: we shall invoice you for the Services Fee calculated for the initial term of the tenancy agreement within 30 days of the date the tenancy agreement is entered into. You agree to pay the Services Fee to us within 30 days of the date on each invoice.
4.2.4. You shall promptly notify Scraye if a tenancy agreement under which the Services Fee is payable is renewed, extended or terminated. Should this happen the Services Fee shall remain due and payable to Scraye until the end of the renewal or extension term.
4.2.5. If you fail to make a payment due to Scraye under this Agreement by the due date, then without limiting Scraye’s remedies under clause 8 (Termination), Scraye may charge interest on the overdue amount of 4% per year above the Bank of England’s base rate from the due date until payment of the overdue sum. Interest will accrue each day.
4.2.6. Scraye reserves the right to change the fees at any time for all future transactions completed under a particular Service and may provide prior written notice to you of such changes and/or update the relevant fee details on the Scraye Platform and/or the webpage hosted at scraye.com/agents.
5. PARTNER AGENCY OBLIGATIONS
5.1. You shall:
5.1.1. ensure that all Partner Agency Information provided to Scraye is accurate, up to date and not misleading in anyway;
5.1.2. provide Scraye, its employees, agents, consultants and subcontractors, with access to the Partner Agency properties as reasonably required in order to provide the Services to you;
5.1.3. obtain and maintain all necessary licences, permissions and consents which may be required before the Services start.
5.2. You warrant to Scraye that:
5.2.1. you have authorisation from the landlord or seller of a property to list their property if you are using the Listing Services;
5.2.2. you have authorisation from the interested tenant or buyer to contact us if you are making a Client Introduction;
5.2.3. without limiting clauses 5.2.1 or 5.2.2, you have authority from the landlord, tenant, seller or buyer (as applicable) to use, receive or benefit from our Services as such services relate to the landlord, tenant, seller or buyer;
5.2.4. you have all required consents, rights, licences and/or authority to provide Scraye with the Partner Agency Marks and the Partner Agency Information and that Scraye’s use of the Partner Agency Marks and the Partner Agency Information in accordance with the term of this Agreement shall not infringe any third parties rights howsoever arising.
5.3. Partner Agency acknowledges and agrees that in respect of the Listing Services and the Deal Closing Services Scraye is acting in the capacity of a service provider to Partner Agency and Partner Agency shall remain responsible for compliance with all legal obligations with respect to the landlord, tenant, seller and buyer in any relevant tenancy arrangement or sale contract, including;
5.3.1. compliance with all applicable laws relating to residential letting agents (in force from time to time) and all relevant consumer rights laws and regulations;
5.3.2. arrangements entered into between the Partner Agent and any prospective tenant, tenant, landlord, buyer or seller (including any arrangements administered through the Scraye Platform under the Deal Closing Services) and Scraye shall not be a party to such contracts and, to the extent permissible by law, Scraye will not owe any duty (whether statutory or otherwise) and shall have no direct liability to such third parties;
5.3.3. the management of any and all complaints received by either party from a tenant or a landlord in regards to any tenancy agreement entered into through the use of the Listing Services and the Deal Closing Services. Scraye shall notify you if it received any such complaint.
6. INTELLECTUAL PROPERTY
6.1. Partner Agency hereby grants to Scraye a non-exclusive, non-sub-licensable, royalty free license to use the Partner Agency Marks and the Partner Agency Information to the extent necessary for the performance by Scraye of this Agreement and the Services provided to you. Such licence shall include the right for Scraye to use the Partner Agency Marks and the Partner Agency Information in listings of the relevant properties on the Scraye Platform and consumer marketing materials for such purposes.
6.2. You shall indemnify Scraye against all liabilities, costs, expenses, damages and losses (including any direct or indirect losses, loss of reputation, penalties and reasonable legal costs) suffered or incurred by Scraye arising out of or in connection with any claim brought against Scraye, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Partner Agency Marks or your breach of clause 5.2.4.
7. LIMITATION OF LIABILITY
7.1. Nothing in the Agreement limits either parties liability for:
7.1.1. death or personal injury caused by negligence;
7.1.2. fraud or fraudulent misrepresentation.
7.2. Subject to clause 8.1, Scraye’s total liability to the Partner Agency shall not exceed the greater of:
7.2.1. the total fees actually paid by Partner Agency to Scraye hereunder in the 12-month period prior to which the liability arose; and £1,000.
7.3. Subject to clause 8.1, in no event shall Scraye be liable under this Agreement for any tortious loss (including negligence and negligent misstatement) or for any of the following losses or damage (whether such losses or damage were foreseen, foreseeable, known or otherwise and whether or not Scraye is advised of the possibility of loss, liability, damage or expense):
7.3.1. loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss or damage.
7.4. Scraye shall not be liable to you or responsible for a delay or failure to provide the Services to the extent such delay or failure is a result of:
7.4.1. events or circumstances outside Scraye’s reasonable control, including as set out in clause 11; or
7.4.2. your failure to provide Scraye with the information, co-operation or access required by Scraye in order to fulfill the Services.
7.5. Scraye shall not be liable for any issues, loss or damage incurred during a viewing conducted by an agent of Scraye’s Independent Agent Network (SIAN) or any other viewing agent.
7.6. This clause 7 shall survive termination of the Agreement.
8. TERMINATION
8.1. Without limiting its other rights or remedies, either party may terminate this Agreement with immediate effect by giving written notice to the other if the other party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
8.2. Without limiting its other rights or remedies, Scraye may terminate the Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under the Agreement on the due date for payment.
9. CONSEQUENCES OF TERMINATION
9.1. On termination of this Agreement for any reason, the Partner Agency shall immediately pay to Scraye all of Scraye’s outstanding unpaid invoices and, in respect of tenancy agreements entered into prior to termination in respect of which Services Fees are payable, such fees shall continue to be payable for the duration of the relevant tenancy agreement (including any extensions or renewals) notwithstanding termination of this Agreement.
9.2. 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.
9.3. Any provision of the Agreement that expressly or by implication is intended to survive termination shall remain in full force and effect.
10. DATA PROTECTION
10.1. Each party warrants to the other that it is and will continue to comply with any and all obligations under any applicable Data Protection Legislation and any other relevant data protection laws, legislation and regulation. For the purposes of this clause, “data controller”, “personal data” and “processes” shall have the meanings given under Data Protection Legislation.
10.2. The parties agree that for the purpose of this Agreement, each party is a separate data controller in respect of any personal data processed under the terms of this arrangement.
10.3. Whenever a party provides data for this arrangement, the party providing the data warrants that it has provided all the relevant fair processing information to the data subjects about how their personal data will be processed as part of this Agreement; it has obtained the express consent from the data subjects, in compliance with Data Protection Legislation, to provide such data to the other party; and it has, at all times, a lawful ground to process the personal data and a lawful ground to share it with the other party.
10.4. If any Services require Scraye to process personal data on behalf of the Partner Agency, the parties shall promptly negotiate in good faith and enter into a data processing agreement which shall include the required Article 28 processing provisions in the GDPR and any other legal requirements under the Data Protection Legislation.
11. FORCE MAJEURE
11.1. Excluding Partner Agency’s obligation to pay any fees that are due, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12. NO PARTNERSHIP OR JOINT VENTURE
12.1. 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.
13. DISPUTES
13.1. If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then, the parties shall follow the procedure set out in this clause:
13.1.1. either party may notify the other party in writing of a Dispute and the parties shall attempt to resolve the Dispute in good faith;
13.1.2. if the parties are unable to resolve the Dispute within 14 days, or either party fails to participate or to continue to participate in the process set out in this clause, the Dispute shall be finally resolved by the courts in accordance with clause 20.1.
14. VARIATION
14.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15. WAIVER
15.1. No failure or delay by a party to exercise any right or remedy provided under the 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.
16. SEVERANCE
16.1. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision of the Agreement is deemed deleted under this clause 16 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
17. NOTICES
17.1. Any notice given to a party under or in connection with the Agreement shall be in writing.
18. THIRD PARTY RIGHTS
18.1. Unless it expressly states otherwise, the Agreement does not give rise to any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
18.2. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.
19. GOVERNING LAW
19.1. The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
20. JURISDICTION
20.1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
21. ENTIRE AGREEMENT
21.1. 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.
21.2. 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 the Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Agreement.