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Welcome to WREX Tech Ltd, doing business as WREX (“WREX”, “we”, “us” or “our”) offers certain products and services (the “Services”) to real estate professionals (“you,” “your” or the “Agent”), conditioned on your acceptance without modification of the terms, conditions and notices contained in these Agent Terms of Use (“Agent Terms”). If you are using the Services on behalf of an organization, you agree to these Agent Terms for that organization and you represent and warrant that you have the authority to bind that organization to these Agent Terms (in which case, “you”, “your” and “Agent” will refer to that organization).
These Agent Terms, together with the WREX Terms of Use https://www.wrex.co/pages/terms-of-use , which are hereby incorporated by reference into these Agent Terms, constitute the entire agreement between you and us, govern your use of the Services, and supersede any and all prior agreements, written or oral, between you and us. In the event of a conflict between these Agent Terms and the WREX Terms of Use, these Agent Terms shall control.
Please read these Agent Terms carefully. They are a legal agreement between you and us that govern your use of the Services. By using the Services, you are agreeing to these Agent Terms. If you do not agree to these Agent Terms, do not use any of the Services.
As a condition of your use of this website, you agree that you will not use this website or the Services for any purpose that is unlawful or contrary to these Agent Terms. You may not attempt to gain unauthorized access to any account, computer systems or networks associated with this website or the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this website or the Services.
WREX connects home buyers and sellers (each individually a “Customer”, and collectively, “Customers”) to real estate professionals, and in connection with our services to Customers, we offer two Services to real estate professionals:
Referring Agent Services. Real estate professionals may join our network in order to leverage outbound referrals (“Referring Agents”). If we include your referred Customer as part of WREX’s referral network (a “Qualified Customer”), and one of your Qualified Customer referrals results in the close of a real estate transaction by one of our Selling Agents for which we are paid (each a “Qualified Transaction”), we will pay you a percentage of our fee.
Selling Agent Services. Real estate professionals who meet certain criteria may receive an invitation to join our network and be eligible to receive referrals (“Selling Agents”). If you are an eligible Selling Agent, we will work to match you to Customers. If you receive a referral from WREX that results in a completed transaction, you agree to pay WREX a portion of your Commission (defined in the Payments and Compensation section below).
Subject to all of the terms and conditions of these Agent Terms, WREX hereby appoints you, and you hereby accept such appointment, for the term of these Agent Terms as a non-exclusive representative for WREX. If you are a Referring Agent, upon payment of the Referring Agent Participation Fee, you are an authorized referral and introduction affiliate. If you are a Selling Agent, you are eligible to receive Customer referrals from WREX. Nothing in these Agent Terms shall be construed as limiting in any manner WREX’s marketing or distribution activities or its appointment of other dealers, distributors, licensees or agents.
Agent shall, in all matters relating to these Agent Terms, act as an independent contractor. In all such matters, Agent (or any of its representatives) shall not act as, or represent itself to be an agent, partner or co-venturer of WREX and shall have no right or authority to assume or create any obligation, liability, responsibility whatsoever, express or implied, or to bind WREX in any way whatsoever unless expressly authorized in writing by WREX.
You will not act as our employee under the meaning of or application of any United Kingdom laws governed by England and wales relating to unemployment insurance, old age benefits, social security, worker's compensation, or any regulations which may impute any obligation or liability to WREX by reason of an employment relationship.
You will not pledge the credit of WREX nor hold yourself out as our agent, other than as Referring Agent or Selling Agent, as applicable, under this Agreement.
All of your employees or agents are deemed to be exclusively your employees or agents, under the direction and control of Agent.
You agree to indemnify and hold us harmless from any and all damages, costs, and claims resulting from your unauthorized statements or actions, including without limitation, costs of investigation, legal proceedings, settlements and attorneys' fees.
All real estate agent professionals who register to use our Services represent and warrant the following:
You are a real estate salesperson or broker with a current and valid license, of legal age, and capable of forming a legally binding contract.
You have complied with all real estate licensing laws and have adequate and appropriate insurance coverage.
You will promptly maintain and provide us with updates of any changes in your license status.
All information you submit to us is true and complete and you will maintain and promptly update your profile or other information you provide to us or any Customers.
You have obtained your broker’s or other permission to use the Services, if required.
You will not register or represent yourself as a prospective buyer or seller, even if you intend to buy or sell property.
All information you submit to Customers about your services is your responsibility and not a WREX offering of any Service.
Your products and services do not violate any applicable laws or regulations.
You understand that we reserve the right to terminate the participation of any real estate professional for any reason at our sole discretion.
If required, you will obtain the appropriate approval/authorization from all relevant governmental authorities and other parties in order to either receive payment from WREX or make a payment to WREX.
You recognize that fraudulent usage of any service provided by WREX real estate services may subject you to liability.
You agree to assist WREX in the collection of payment due from after completion of a Qualified Transaction.
We reserve the right in our sole discretion to deny you access to the Website and remove you from WREX at any time and/or with immediate effect, if:
An Agent breaches these Terms and Conditions, or any applicable terms of use; or
If an Agent fails to settle an invoice after having sold a property through the WREX platform or is found to purposely circumnavigate the system and WREX’s payment terms, WREX reserves the right to retrieve loss of income via legal action.
Abuse of the WREX referral system and its members, whereby a network member repeatedly rejects referrals from other members and challenges the sale of a property or properties.
Repeated failure to accept or reject a referral within the allocated time frame, will incur a penalty charge of 0.25% for each time it is not actioned - This fee will be deducted off the agents overall commission amount earned from the next property sale.
If an Agent is abusive or offensive to any member of our staff or other Network Member.
A Network Member can close his/her WREX membership at any time by notifying us in writing. If a Network Member's membership is closed his/her rights to access any aspect of WREX services are terminated with immediate affect from the date of notification.
Any Agent can become a Referring Agent. As a Referring Agent, you represent and warrant the following:
You must pay the Referring Agent Participation Fee (defined in the Payments and Compensation section below).
All of the representations and warranties in the “Responsibilities of All Agents” section above are true and correct.
You understand that this is a non-exclusive relationship and you are permitted to share information regarding your Customer referrals with third parties.
You will obtain the prospective Customer’s permission before submitting contact information to us.
You will provide us the name and contact information of a Customer who is a prospective user of the Services in a written format that we determine.
You understand that whether your Customer referral becomes a Qualified Customer is solely at our discretion.
You will submit accurate and complete prospective Customer contact information.
You will review and accept these Agent Terms for each referral of a Qualified Customer, and each acceptance of Agent Terms for each Qualified Customer will be deemed a separate agreement.
Only experienced real estate professionals can be part of WREX’s Selling Agent network. In order to become a Selling Agent, you must receive an invitation from us, and you represent and warrant the following:
All of the representations and warranties in the “Responsibilities of All Agents” section above are true and correct.
You have three (3) or more years of experience in your local market area assisting sellers and buyers.
You have, within the last twelve (12) months, individually either sold real estate worth at least five million dollars ($/£€5,000,000) in one or more transactions, or you have completed at least twenty (20) real estate sales transactions.
You agree that a Customer is any person, homebuyer or home seller who we introduce, send or refer to you by email, fax, phone or other method of communication.
You will not use the lead information and details you obtain from us to locate, identify or directly contact a home seller or home buyer in any manner without first accepting this Agreement.
You will provide Customers with all information and notices legally required with all real estate licensing and regulatory requirements applicable to real estate agents.
You agree that is a non-exclusive relationship; however, you will only share information regarding Customers we refer to you as reasonably necessary in connection with pursuing Qualified Transactions.
You will provide your services to each Customer in an efficient, professional, good and workmanlike manner, in accordance with industry standards of care and skill and in compliance with all applicable laws and regulations.
You acknowledge and agree that Customer is not obligated to work with you, and that you are not obligated to work with Customer.
You will pay us a fee, as set forth under the Payments and Compensation section below, for each Qualified Transaction.
You agree that the fee you owe us for a Qualified Transaction will vary depending on whether we directly source the lead or whether the lead comes from a Referring Agent.
You are solely responsible for invoicing and collecting payments from the Customer upon completion of a Qualified Transaction.
You must accept these Agent Terms each time you accept a Qualified Customer referral from us.
If you engage in a new transaction with a Customer following a Qualified Transaction with such Customer, you are deemed to have accepted a new Agent Terms of Use agreement for any subsequent Qualified Transaction.
We will process Referring Agent submissions of prospective Customers in a reasonable amount of time.
We may, but are not obligated to, provide a reason why a prospective Customer is not deemed a Qualified Customer. Such reasons include but are not limited to inaccurate or incomplete contact information, information matches that of an existing Agent, previous or existing relationship between us and Customer, or our inability to provide Services to Customer.
We retain the right to deem a Customer as not being a Qualified Customer at any time, even if such Customer had previously been approved.
We may provide to a prospective Customer the contact information of a Selling Agent.
We will use reasonable efforts to match a Customer with as many Selling Agents as possible within the Customer’s requested parameters.
Once a Qualified Customer is matched with at least one Selling Agent provided by Referring Agent, we will have no further obligation under these Agent Terms unless the referral of the Qualified Customer results in a Qualified Transaction for which we have received payment in accordance with the Payments and Compensation section below.
Our obligation to pay Referring Agent is set forth in the Payments and Compensation section below.
We will relinquish our interest in a Qualified Customer if and only if the Selling Agent has a signed written agreement with the Qualified Customer that predates Selling Agent’s acceptance of the Qualified Customer.
We will not provide contact information of a Customer to Selling Agent unless Selling Agent has accepted these Agent Terms.
We will state the referral fee that Selling Agent is required to pay to us with each individual lead.
We may, at our sole discretion, engage a third party to collect any amounts owed to us.
At any time after accepting a Qualified Customer, we may determine, in our sole discretion, to deem such Qualified Customer to no longer be active. In such event, any transaction that results from such Qualified Referral shall not be deemed a Qualified Transaction and so shall not be subject to a referral payment hereunder.
If you elect to access the WREX Services as a Referring Agent, you agree to use WREX system to represent and warrant that you are authorised to supply all Customer information required for each referral and hereby authorize the WREX company to use and store this information to help facilitate property transactions through the WREX marketplace.
The commission structure for WREX marketplace will be administered as follows:
Only on completion of a property sale through the WREX marketplace, for referring a buyer, seller or property through or to another member of the network, the Referring agent shall receive 25% of the one to eight percent (1-8%) agreed commission value of the overall gross property sale price.
Upon completion of a property sale and acceptance of a referral through the WREX marketplace of either: a buyer, seller or property, the Receiving agent or party shall receive 75% of the one to eight percent (1-8%) agreed commission value of the overall gross property sale price.
For utilising the WREX marketplace, technology and network to facilitate a sale, each agent/party (only upon a completion of a property transaction) agree to both pay WREX a management fee of 5% from the Referring agent and 5% from the Receiving agent, equating to ten percent (10%) of the one to eight percent (1-8%) agreed commission value of the overall gross property sale price.
Final commission structure for each party will be set out as follows: 20% to the Referring party, 70% to the Receiving party and 10% to WREX systems.
All WREX invoices will be raised by Xero accounting software Xero Ltd and invoiced immediately upon completion of a property sale. Payments should be made within ten (10) days after the closing of a property sale and sent directly to WREX bank account via Wire transfer, BACS, CHAPS or via provided payment gateways services such as; Stripe credit card and PayPal facility.
WREX does not store, process or transmit any of your credit card or debit card data but relies entirely on Stripe Inc. or PayPal to manage payment functions. Payment due for the WREX Services is subject to the terms of the online order process at https://stripe.com/terms/us/legal and https://www.paypal.com/legal
With respect to each late payment reminder, if the Agent does not pay the amount due to WREX within the allocated timeframe specified on the invoice, WREX may charge the Agent interest on the overdue amount at the rate of [1% per annum above the Bank of England base rate from time to time] which interest will accrue weekly until the date of actual payment and be compounded at the end of each calendar week. The agent acknowledges and agrees that it shall have no right to claim interest or statutory compensation under the Late Payment of Commercial Debts (Interest) Act 1998, and that its contractual rights under this clause constitute a substantial remedy within the meaning of that Act.
Selling Agent’s sole compensation for its performance under these Agent Terms shall consist of the commission Selling Agent receives from Customer upon completion of the Qualified Transaction, less any fees owed to WREX. Selling Agent shall have no right to receive any compensation whatsoever from WREX for services rendered as a Selling Agent or to receive reimbursement of any expenses or other costs incurred by Agent in connection with these Agent Terms or the Qualified Transaction.
Selling Agent shall pay to WREX within ten (10) days after the closing of a Qualified Transaction a referral fee up to thirty percent (30%) of the gross referred side commission calculated on a minimum of one to eight percent (1-8%) gross sale price prior to any allocation of a payment to another party (including but not limited to any split between you and your broker and any referral fee payments to other third parties), if the Customer referral came from a source other than a Referring Agent (“Non-Referring Agent-Sourced Commission”). The applicable referral fee will be listed on the Inbound tab of your account for each referral that you receive from us.
Selling Agent Commission Owed on Referring Agent-Sourced Transactions:
Selling Agent shall pay to WREX within ten (10) days after the closing of a Qualified Transaction a referral fee of up to thirty percent (30%) of the gross referred side commission calculated on a minimum of one to eight percent (1-8%) of the gross sale price prior to any allocation of a payment to another party (including but not limited to any split between Agent and Agent’s broker and any referral fee payments to other third parties), if the Customer referral was received through a Qualified Customer referral from a Referring Agent (“Referring Agent-Sourced Commission”). Referring Agent-Sourced Commissions and WREX-Sourced Commissions are referred to generically as a “Commission”. The applicable referral fee will be listed on the Inbound tab of your account for each referral that you receive from us.
Referring Agent is entitled to a payment if, and only if, the referral of the Qualified Customer results in a Qualified Transaction for which WREX has received and recognized payment. WREX shall, within a reasonable period of time following receipt of the applicable Commission, promptly pay to Referring Agent an amount equal to a maximum of twenty percent (20%) of the gross referred side commission calculated on a minimum of one to eight percent (1-8%) of the gross sale price prior to any allocation of a payment to another party (including but not limited to any split between Agent and Agent’s broker and any referral fee payments to other third parties), or up to a maximum of seventy-one and four-tenths of one percent (71.4%) of the amount actually received and recognized by WREX, after each of the following have occurred: (a) the Customer referred by Referring Agent becomes part of WREX’s referral network, (b) such Qualified Customer completes a Qualified Transaction, and (c) such Qualified Transaction results in a Commission paid to WREX; provided, however, that WREX shall not be required to make any payment to Referring Agent if Referring Agent is in breach of these Agent Terms at the time of such payment, or if such payment is prohibited by law, including but not limited to instances in which Referring Agent is not an actively licensed real estate sales agent or broker at the time payment is to be made.
In the event that WREX permits the Selling Agent to pay the applicable Commission on a term basis, the payment shall be payable rateably to the Referring Agent if and only if payments are received from the Selling Agent. No payment shall be earned on any Qualified Transaction unless and until WREX receives a Commission. Nothing in these Agent Terms shall prevent WREX, at its sole discretion, from forgiving all or part of a Commission owed but not previously paid by a Selling Agent.
Referring Agent’s sole compensation for its performance under these Agent Terms shall consist of the payment Referring Agent receives from WREX upon a Selling Agent’s completion of a Qualified Transaction based on Referring Agent’s referral of a Qualified Customer. Referring Agent has no right to receive any other compensation from WREX for services rendered as a WREX Agent or to receive reimbursement of any expenses or other costs incurred by Agent in connection with these Agent Terms.
Referring Agent agrees that, if WREX deems it appropriate in its sole discretion, WREX may negotiate a lower overall Commission paid to WREX for any Qualified Transaction even if such lower overall Commission may result in a lower overall referral fee paid to Referring Agent. If WREX negotiates or receives payment that is less than one to eight percent (1-8%) of the gross sale price for a Qualified Transaction, or if WREX negotiates or receives payment that is less than thirty percent (30%) of the gross referred side commission, then WREX will pay Referring Agent an amount equal to seventy one and four-tenths of one percent (71.4%) of the amount actually received and recognized by WREX.
Agent is obligated to report as income all compensation received by Agent arising from these Agent Terms, and Agent is solely responsible for all taxes, withholdings and other applicable statutory obligations including, but not limited to, any self-employment tax and workers’ compensation insurance.
Each party represents and warrants that it has the right, power, and authority to enter into these Agent Terms and to perform its obligations and duties hereunder, and that the performance of such obligations and duties does not and will not conflict with or result in a breach of any other agreement of such party or any judgment, order or decree by which such party is bound.
EXCEPT AS EXPRESSLY SET FORTH IN THESE AGENT TERMS AND THE TERMS OF USE (available at http://WREX/support/agent-terms ), WREX DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO ANY PRODUCTS, SERVICES OR THESE AGENT TERMS, AND WREX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION PROVIDED BY WREX OR ANY OTHER AGENT, WHICH MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OMISSIONS, AND ALL RISKS ASSOCIATED WITH THE REPRESENTATION OF ANY CUSTOMER, WHICH MAY INCLUDE FACE TO FACE MEETINGS WITH THE CUSTOMER IN EMPTY HOMES, DRIVING TO AND FROM VARIOUS DESTINATIONS AND OTHER ACTIVITIES TYPICALLY ASSOCIATED WITH A REAL ESTATE TRANSACTION. WREX ASSUMES NO RESPONSIBILITY FOR AND DISCLAIMS ALL LIABILITY FOR ANY SUCH ACTIVITIES, INACCURACIES, ERRORS OR OMISSIONS.
WREX MAY MAKE CHANGES TO ITS PRODUCT OR SERVICE OFFERINGS AND ANY OTHER INFORMATION AND MATERIALS ON THIS WEBSITE AT ANY TIME AND WITHOUT NOTICE. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING ELSE IN THESE AGENT TERMS TO THE CONTRARY OR OTHERWISE, WREX WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE AGENT TERMS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF WREX WAS AWARE OF THE POSSIBILITY OF ANY OF THE FOREGOING DAMAGES. WREX SHALL NOT HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL WREX BE LIABLE FOR ANY AMOUNT GREATER THAN $100.
Agent shall, at its expense, indemnify, defend and hold WREX harmless from any costs, expenses (including attorney’s fees), losses, damages, and liabilities which WREX may hereafter incur, become responsible for, or pay out as a result of: (a) death or personal injury (including bodily injury) to any person, destruction or damage to any property to the extent caused by negligent or willful acts, errors, or omissions by Agent, its employees, officers, agents, representatives, or subcontractors in the performance of these Agent Terms; (b) any unauthorized representations or warranties made or given by Agent, its employees, officers, agents, representatives, or subcontractors in respect of the Services; (c) the breach by Agent of any representation or warranty made by Agent hereunder; or (d) any alleged failure by Agent to satisfy any tax or withholding obligation.
WREX shall give prompt written notice to Agent, who shall assume and control the defense of WREX’s claim with counsel of Agent’s choice and at Agent’s expense. WREX shall cooperate in the defense in all reasonable respects at Agent’s sole cost and expense. WREX shall be entitled to retain its own counsel at WREX’s own expense to participate in the defense of the claim in an advisory capacity.
Unless terminated earlier as provided below, these Agent Terms shall terminate:
(i) with respect to Selling Agents, upon WREX’s receipt of the Commission from Selling Agent following a Qualified Closing;
(ii) with respect to Referring Agents, upon WREX’s receipt of the Commission from Selling Agent, and payment of the referral fee to Referring Agent, following a Qualified Closing; or
(iii) immediately upon a request for a refund of the Referring Agent Participation Fee.
Notwithstanding the foregoing, Agent agrees to enter into a new Agent Terms if and when Agent provides services to a WREX Qualified Customer in a future transaction; provided, further, that if a new Agent Terms or other written agreement agreed upon by the parties is not entered into within ten (10) days of Selling Agent’s completion of any subsequent Qualified Transaction with, the terms and conditions of these Agent Terms shall be effective with respect to such Qualified Transaction.