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1.1 This Referral Agreement is between the Geneva Private Wealth Pty Ltd ABN 52 092 013 931 t/a Which Real Estate Agent (NSW Agency Licence: 10001023) (Company) and you, being an Agent, Agency and its representatives, (collectively, Parties) having the authority to enter into this Agreement on behalf of the Agency.
2.1 The Parties agree to enter into a referral relationship under which the Company will refer Clients to the Agent or Agency in exchange for a Referral Fee, on the Terms and Conditions set out in this Referral Agreement.
3.1 You accept the terms and conditions of this Agreement (Terms) by accessing the Client Information, agreeing that the Company will provide you with the Client Information, or contacting the Lead provided to you by the Company.
3.2 You acknowledge and agree to us providing a service to you (the Agent and Agency), being the provision of Leads (Service) in exchange for the payment of the Referral Fee.
3.3 You agree that these Terms form the agreement under which we will supply Leads to you. Please read these Terms carefully. Please contact us if you have any questions. Continued use of our Services indicates that you have had sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms. If you do not agree to these Terms, you should not use our Services.
3.4 You warrant that you have the authority to enter into this Agreement, whether on your own behalf or on behalf of the Agency at which you are employed or contracted.
3.5 The term of the Agreement is for a period of 2 years, specifically the Agent will pay the Referral Fee to the Company if the referred Property is sold and/or rented, or purchased by the Agent or Agency, if the Agent or Agency is appointed to sell, rent or buy the Property within 2 years from the provision of the Lead. The Agreement may only be terminated in accordance with clause 6.
4.1 Upon Completion, receipt of Commission or execution of the Lease, the Company is entitled to receive the Referral Fee from the Agency.
4.2 In the case of a sale of a Property, you must pay to the Company the Referral Fee on the earlier of:
(a) Fourteen (14) days from Completion; or
(b) Receipt by you of the Commission from the Client.
4.3 In the case of the Property being rented, you must pay to the Company the Referral Fee upon the execution of the Lease by the third party.
4.4 In the case of a purchase of a Property, you must pay to the Company the Referral Fee within fourteen (14) days from payment of services from the Client.
4.5 The Agency will pay the Referral Fee to the Company in immediately available funds without set off or deductions.
4.6 You acknowledge and agree that at the time you make payment of the Referral Fee, you will send to the Company a copy of the agency agreement subsequently entered into between the Client and the Agency, as proof that the Referral Fee has been calculated correctly.
4.7 For the Purposes of this Agreement, a Lead is deemed to have been referred to you by the Company if:
(a) you or any other agent employed or contracted within the same Agency are retained by the Client for the sale or rental of the Property, or purchase of a property;
(b) if the details of the Client or Property are provided to you or any other agent employed or contracted within the same Agency by the Company; and
(c) you, or any other agent within the same Agency, have not physically attended the Property for the purpose of providing a valuation of the Property to the client in the 180 days prior to entering into this Agreement.
4.8 If you contend that the Lead is already an existing Client of yours or the Agency, being that the Lead has contacted you or the Agency within 180 days prior to you accessing the Client Information in regards to selling or leasing the Property, you must provide documentary evidence to the Company within Forty-eight (48) hours of being provided with the Lead’s details.
4.9 Failure to provide documentary evidence within the required timeframe will deem the Lead to be unknown to you or the Agency and the Referral Fee payable in accordance with clauses 4.2, 4.3 or 4.4 of this Agreement.
4.10 Where necessary, under the applicable legislation, you must disclose to the Client the arrangements contemplated by this Agreement, specifically the payment of the Referral Fee within any required time limits and in accordance with any prescribed forms or notification requirements.
4.11 You agree to:
(a) promptly respond to any Leads provided to you by the Company;
(b) advise the Company in writing when you have been retained by a Client;
(c) advise the Company in writing of the date of Completion;
(d) advise the Company in writing of the execution of a Lease;
(e) advise the Company in writing if the Lead is passed to another agent or Other Agency, provide details of the new agent or Other Agency, and acknowledge that the Referral Fee remains payable in such situation;
(f) advise the Company in writing when the Commission has been received by you; and
(g) pay the Referral Fee and any other costs to the Company.
4.12 Payments not paid to the Company as and when they fall due will incur a Late Payment Fee and will accrue Interest from the date payment was due until the date payment is received by the Company.
4.13 You agree to indemnify the Company for any costs, expenses or fees expended by the Company in connection with any collection of outstanding payments owed by you, including reasonable internal costs and any external legal costs or collection agency fees.
4.14 Where a Referral Fee has already been paid by the Agency to the Company in relation to the Property being rented, the amount paid will be offset against any future Referral Fee payable from the sale of the Property during the term of this Agreement.
4.15 For avoidance of doubt a Referral Fee is owed and payable to the Company where the Agent or Agency receives their Commission irrespective of the sale achieving Completion.
5.1 This Agreement is not a commitment by either Party to work exclusively with the other Party.
5.2 You agree that the Company may refer the same Client to Other Agencies.
5.3 If either Party becomes aware of any actual or potential conflict of interest between this Agreement and any other work it has been offered or is undertaking, it must inform the other Party in writing and take reasonable steps to resolve the conflict to its satisfaction, including ceasing any referral work where appropriate.
6.1 Either Party may terminate this Agreement by giving the other party five (5) days’ written notice.
6.2 The Company is under no obligation to continue to refer Clients to the Agent or Agency.
6.3 The Agent or Agency must pay to the Company any monies owing under this Agreement within 5 business days following the notice of termination being provided by either Party.
6.4 Where this Agreement is terminated in accordance with clause 6.1 of this Agreement before the Property has been sold or rented, the Referral Fee will remain payable under the terms of clause 4 of this Agreement.
7.1 The Company (and its employees and agents) and the Agency (and its employees and agents) will maintain the secrecy of any Confidential Information. The Company (and its employees and agents) and the Agency (and its employees and agents) agree that they will not (and they will use their best endeavours to ensure third parties do not) disclose, copy, transmit, retain or remove any Confidential Information. The obligations under this clause will survive termination of this Agreement.
7.2 Both Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
8.1 Each Party must pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of this Agreement and any variation or replacement of this Agreement.
9.1 Warranties
Each Party warrants that:
(a) it has the necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to grant the rights herein granted;
(b) it will act lawfully and will comply with any applicable laws, regulations, industry codes of conduct and Australian standards in performing the services under this Agreement;
(c) it will conduct business in a manner that reflects favourably on the other party and its products and services;
(d) it will make no false or misleading representations with respect to the other party and its products and services; and
(e) if applicable, it is registered for GST purposes.
9.2 Liability
(a) The Agency agrees that the Company, under this Agreement, is providing a referral service only and does not provide any warranty or assurance in relation to the Client or Property or that the Client will engage the Agent or Agency.
9.3 Indemnities
(a) The Agent indemnifies the Company in respect of the payment of the Referral Fee by the Agency.
(b) The Agent is liable for and indemnifies the Company in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Company suffers, incurs or is liable for as a result of any third party claim based on a breach or alleged breach by the Agent of any warranty specified in clause 9.1.
(c) The Agency is liable for and indemnifies the Company in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment which the Company suffers, incurs or is liable for as a result of any third party claim based on a breach or alleged breach by the Agency of any warranty specified in clause 9.1.
10.1 This Agreement may only be amended by written agreement executed by all the Parties, unless agreed by the Parties.
11.1 A notice or other communication must be in writing in English and may be:
(a) delivered personally;
(b) given by an agent of the sender;
(c) left at a Party’s current delivery address for notices as set out in this Agreement;
(d) sent by prepaid mail to a Party’s current postal address for notices as set out in this Agreement;
(e) sent by fax to a Party’s current fax number for notices as set out in this Agreement; and/or
(f) sent by email to a Party’s current email address for notices as set out in this Agreement.
11.2 A notice or communication is taken as having been given:
(a) when left at a Party’s current delivery address for notices; or
(b) if mailed within Australia to an Australian address, on the third business day after posting;
(c) if mailed outside of Australia to an Australian postal address or within Australia to an address outside of Australia, on the tenth business day after posting;
(d) if sent by fax, when the sender receives a fax report from the recipient’s fax machine acknowledging receipt of the notice, unless the fax is received after 5pm in the place of receipt, in which case it is taken as having been given at 9am on the next day that is not a Saturday, Sunday or bank or public holiday in the place of receipt;
(e) if sent by email, when the sender receives a sent confirmation.
11.3 Each Party must notify the other Party of its address for service of notices by written notice to the other Party within a reasonable time after the Agreement is entered into.
12.1 The relationship between the Company and the Agency is a referral relationship only and not that of agent, employer and employee, franchisor and franchisee, joint ventures or partners.
12.2 The Agency has no authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the Company, and the Company has no authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the Agency.
12.3 The Company must not at any stage, verbally, in writing or displayed on any form of communication, including marketing material, websites or any form of electronic media, that they are more than a referrer of the Agency.
13.1 Where there is a dispute between the Parties in relation to any aspect of this Agreement the Parties will attempt to resolve the dispute by agreement between them through mediation, negotiation or other alternative dispute resolution processes.
13.2 Any attempts made by the Parties to resolve a dispute pursuant to this clause shall be without prejudice to any other rights or entitlements of the Parties under this Agreement, by law or in equity.
13.3 If the Parties cannot resolve the dispute after fourteen (14) days, either Party make take any action they deem appropriate in order to seek relief.
14.1 This Agreement is personal to the Parties. A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld).
15.1 This Agreement is governed by the laws of the State or Territory in which the Agent or Agency holds a real estate licence and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts operating in the State or Territory in which the Agent or Agency holds a real estate licence.
In this Agreement:
Agency means the holder of the real estate licence in the relevant Australian State and Territory.
Agent means the authorised representative of the Agency who accepts the Referral Agreement whether that individual is the holder of a real estate licence in the relevant Australian State and Territory or is an employee, officer or sub-contractor of the Agency. This includes other agents the Lead may be passed to.
Agreement means this Referral Agreement signed by the Parties.
Client means the owner or authorised representative of the owner of the referred Property.
Client Information means the Client’s name, contact details or Property details, or any combination thereof.
Commission means the commission that the Agent or Agency receives upon the successful sale of the Property.
Commission Receipt Date means the date that the Agent or Agency receives its Commission.
Completion means the completed sale of the Property where the ownership is successfully transferred from the Client to the purchaser of the Property.
Confidential Information means any information about:
(a) the Agency, its practice, any related practice, operations, services, products, documents, processes, know-how, client records and clients acquired by the Company (or any of its employees or agents) pursuant to this Agreement which is not in the public domain (other than as a result of breach of confidence);
(b) the Company, its operations, services, products, documents, processes, know-how, client records and clients acquired by the Agency (or any of its employees or agents pursuant to this Agreement which is not in the public domain (other than as a result of breach of confidence); or
(c) this Agreement.
GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Interest means a rate of 15% per annum on any outstanding amounts owning to the Company.
Late Payment Fee means the amount of $195 inclusive of GST.
Lead means information with respect to properties and property owners.
Lease means the lease of the Property from the Client to a third party.
Other Agencies means real estate agencies and/or agents aside from the Agent or Agency as requested by the Client.
Payment Methods is payment by credit card (Visa, Mastercard) or EFT to bank details listed on invoice.
Payment Terms is within 14 days of receipt of funds (settlement for sale or lease signing for rentals). Should no reasonable explanation be provided, a late payment fee of $195 is levied if funds are not paid within 14 days of invoice due date and 15% p.a. interest charge also accrues.
Property means the property that the Client wishes to sell or rent.
Referral Fee means 20% of the total commission received by the Agent or Agency for the sale of the Property or the equivalent of one (1x) week’s rent where the Property is rented.
(a) words in the singular include the plural and vice versa;
(b) headings are for convenience and do not affect the interpretation of this Agreement;
(c) any gender includes the other gender;
(d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
(e) a reference to any legislation includes subordinate legislation and all amendments, consolidations or replacements from time to time;
(f) if a word or phrase is defined in this Agreement then any other grammatical form of the word or phrase shall have a corresponding meaning;
(g) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
(h) “includes” and similar words mean includes without limitation;
(i) no clause of this Agreement shall be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(j) a reference to a Party includes the Party’s legal personal representatives, successors, assigns and persons substituted by novation;
(k) a reference to this or any other agreement includes the agreement, all schedules and annexures as novated, amended or replaced and despite any change in the identity of the parties;
(l) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(m) a reference to time is to local time in New South Wales; and
(n) a reference to “$” or “dollars” refers to the currency of Australia from time to time.
17.1 First-Party Data Collection: By accepting these terms, you acknowledge that your personal information, including but not limited to your name, email address, and phone number, is collected directly by us in a first-party context during the agent referral process.
17.2 Privacy Policy Disclosure: We reserve the right to share a hashed version of your personal information with third-party advertising services for specific purposes. For more details, please refer to our Privacy Policy.
17.3 Explicit Consent for Hashed Data Sharing: By agreeing to these terms, you explicitly consent to allow us to transform your personal data, such as email addresses and phone numbers, into hashed codes using a secure one-way hashing algorithm (SHA256). This hashed data, is not decrypted by Google, and will be used to include or exclude you from advertising campaigns.
17.4 Compliance with Laws: All activities involving the sharing of hashed personal data with third-party advertising services will be conducted in accordance with applicable laws, regulations, and policies.
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