Riga, {REPLACE_DAY}. {REPLACE_MONTH}.{REPLACE_YEAR}
{CHOOSE_OWNER_TYPE}, hereinafter referred to as ‘the Owner’, for one part,
and
SIA Mercury Group, Registration № 40203045753, legal address: Dzirnavu 87, Riga, LV-1011, represented by Irina Alazova, Member of the Board, acting under the Articles of Association hereinafter referred to as ‘the Agent’, for the other part,
The Owner and the Agent, hereinafter collectively referred to as ‘the Parties’, but each individually – ‘Party’, without fraud, deceit or duress, in reliance upon enactments of the Republic of Latvia, have entered into this real estate sale organization agreement, hereinafter referred to as ‘the Agreement’ as follows:
1. SUBJECT-MATTER OF THE AGREEMENT
1.1. The Owner shall commission, but the Agent shall, in the best interests of the Owner, organize the sale, hereinafter – ‘the Service’, of the following real estate — {INPUT_AGREEMENT_TYPE}, registered in the Land Register Unit{INPUT_BOOK_CITY}, section number {INPUT_BOOK}, hereinafter — ‘Property’.
1.2. Within the framework of rendering the Service, the Agent undertakes to provide the Owner with service on searching buyers of the Property, and organization of the Property purchase and sale transaction, but the Owner shall endow the Agent with all necessary powers for the fulfilment of the foregoing. The Owner shall independently sign a sale and purchase contract, as well as any other documents deemed necessary to sell the Property to a buyer attracted by the Agent. At the request by the Owner, the Agent /employees may represent the Owner’s interests in the Property purchase and sale transaction, and sign any and all documents necessary to sell the Property, provided the Owner has granted to the Agent a power of attorney executed in reliance upon the statutory requirements and enabling such actions to be performed.
1.3. The Parties hereby establish that the Property initial selling price makes up EUR {INPUT_CENA} ({INPUT_CENA_TXT} euro).
1.4. The Parties hereby agree that the Property actual selling price, at which the Property could be sold to a buyer attracted by the Agent, subject to approval by the Owner in writing, can be lower than the Property initial selling price specified in Clause 1.3 hereof.
1.5. The Parties hereby establish that the conditions of payment of the Property selling price shall be negotiable between the Owner and buyer attracted by the Agent.
1.6. The Owner, by signing this Agreement, represents and warrants that, to the best of his knowledge and belief, to the date hereof he is the sole owner of the Property and he has all powers to enter into this Agreement, as well as into the Property purchase and sale contract. Furthermore, to the date hereof the Property has not been alienated to a third party, it is free of debts or other liabilities, it has not been contributed to equity capital of a corporate body, not subject to any dispute or restrain, except the one set out in this clause hereof. As of the time of signing this Agreement the following encumbrances on the Property exist {INPUT_PROBLEMS}.
1.7. Within the framework of rendering the Service, the Owner shall entitle the Agent to advertise the Property, position description and photos of the Property on the web sites that belong to the Agent, as well as on other web sites, with which the Agent has concluded partnership or contractual relationships, to hold negotiations on the Property sale with potential buyers and do and perform any other acts and things deemed necessary to render the Service. The Parties hereby establish that by entering into this Agreement the Owner expresses his consent with the description and photos of the Property, which shall be positioned on the Agent’s homepage on the web sites that belong to the Agent and on other web sites, with which the Agent has concluded partnership or contractual relationships, furthermore, he confirms that the description and photos of the Property correspond to the Property condition. The Owner confirms that the Property photos have been provided to the Agent free of charge by the Owner himself or by a third party at the Owner’s instruction, and the Owner bears full responsibility against the potential buyers of the Property attracted by the Agent for the compliance thereof with the reality and Property condition. The Owner confirms that by handing the Property photos to the Agent he does not violate whatsoever enactments or arrangements with third parties, and shall hold personal responsibility for whatever violation of property rights, copyrights, intellectual property rights etc. associated with the transfer of the Property photos to the Agent and further positioning thereof on the web sites. The Owner confirms that for the Service purposes the Agent may use the Property photos at its sole discretion without limitation.
1.8. The related persons of a corporate body, within the meaning of the Law on Taxes and Fees of the Republic of Latvia, and first degree relatives of a buyer attracted by the Agent shall be deemed buyers attracted by the Agent as well, and in case of purchase of the Property by the said persons the Owner shall pay the Agent the Fee in full in the manner set out hereunder.
1.9. Any person of which the Agent informed the Owner by sending data of the buyer attracted (name/ surname) to the Owner’s email {REPLACE_EMAIL} shall be deemed a buyer attracted by the Agent. The Owner shall forthwith, upon receiving data of a potential buyer from the Agent, register him as a buyer attracted by the Agent. A failure by the Owner to fulfil obligations set out hereunder shall not serve as the grounds for non-payment of the Fee to the Agent in the manner specified herein.
1.10. Upon receiving the data of a buyer from the Agent, the Owner shall confirm registration of the buyer as a buyer attracted by the Owner, within 1 (one) working day by sending the confirmation to the email from which the buyer’s data were received. A failure by the Owner to fulfil obligations set out hereunder shall not serve as the grounds for non-payment of the Fee to the Agent in the manner specified herein. Where the Owner does not consider the buyer to have been attracted by the Agent, he shall forthwith, but no later than on the day of receiving of the buyer data from the Agent, to inform the Agent accordingly, by sending the reply to the e-mail from which the buyer’s data were received.
2. OBLIGATIONS OF THE PARTIES
2.1. The Owner undertakes to:
2.1.1. make everything deemed necessary for the Service purposes available to the Agent, including information and documents associated with the Property, which shall be comprehensive, true and in volume and content consistent with the statutory requirements of the Republic of Latvia and the Agent’s requirements (plans, dummies, technical specifications, estimates, photos, agreements etc.).
2.1.2. inform the Agent forthwith of the conditions that could adversely affect the Service rendering, including litigations, encumbrances that relate to the Property, claims of third parties etc
2.1.3. pay Fee to the Agent subject to the provisions of this Agreement;
2.1.4. perform all actions required from the Owner for the conclusion and execution of a transaction on the alienation of Property involving a buyer attracted by the Agent;
2.1.5. forthwith afford access to the employees and representatives of the Agent to information requested by them and within 2 (two) working days render technical consulting associated with the Property;
2.1.6. The Agent may position the Property photos furnished to the Agent by the Owner or by a third party at the Owner’s instruction, on any of the web sites of the Agent at: www.estatelatvia.com and www.mercuryestate.com, or /and on other web sites, with which the Agent has concluded partnership or contractual relationships, except for {INPUT_WEB}.
2.2. The Agent undertakes to:
2.2.1. attract potential buyers of the Property by offering the Property to its customers, if the Property meets the customer’s requirements.
2.3. The Agent, without prior approval by the Owner, may attract third parties to render Service. The Agent shall on its own pay for services of outsourced third parties.
3. FEE PAYMENT POLICY
3.1. The Service shall be deemed to have been rendered to the Owner, if the Property purchase and sale contract has been entered into by and between the Owner and a buyer attracted by the Agent or an agreement on all key terms and conditions of the Property purchase and sale has been reached between the Owner and a buyer attracted by the Agent. Within 7 (seven) working days from rendering the Service the Owner undertakes to sign the Service transfer and acceptance certificate to be prepared by the Agent.
The Owner undertakes to pay the Agent the Fee for rendering the Service in the amount of {INPUT_PROC}% ({INPUT_PROC_TXT} per cent) plus VAT (if applicable) on the Property purchase price, which, subject to the Property purchase and sale contract, the Owner should receive from the buyer attracted by the Agent, hereinafter – ‘Fee’.
3.3. The Owner undertakes to pay the Agent the Fee / advance part of the Fee within 7 (seven) working days from the time when the Owner has received a full Property purchase price from the buyer attracted by the Agent or a certain amount of the Property purchase price set out in Clause 3.2 hereof.
3.4. The Owner shall transfer the Fee / advance part of the Fee to the Agent’s bank account given hereunder.
3.5. Any of the payments under this Agreement shall be deemed to have been made on the day on which the amount transferred by the payer has been credited to the payee’s account.
3.6. Whereas after the Agent has received a part of the Fee the Property purchase and sale contract with a buyer attracted by the Agent fails to be concluded for reasons beyond the Owner’s control, the Agent shall refund the part of the Fee to the Owner within 7 (seven) working days from the date of declaration by the Owner of the demand for refunding. Whereas the advance payment, earnest money or prepayment received from the buyer attracted by the Agent under the terms and conditions of the agreement between the buyer and the Owner or in accordance with the statutory requirements of the Republic of Latvia is to be retained by the Owner, the Agent shall retain the part of the Fee received.
3.7. Where a buyer attracted by the Agent has expressed an apparent willingness in writing to purchase the Property, but the Seller for reasons beyond control of the buyer attracted by the Agent, as well as in the absence of any other unbiased reasons refuses to sell the Property to the buyer attracted by the Agent, the Seller shall pay the Agent the compensation of 1% plus VAT on the Property sales value at which the buyer attracted by the Agent was ready to buy the Property. The provision of this Clause hereof shall not apply if the Owner and the buyer attracted by the Agent fail to reach an agreement as regards the terms and conditions of the Property purchase and sale contract.
4. ARBITRATION PROCEDURE AND RESPONSIBILITY OF THE PARTIES
4.1. Any disputes, disagreements or claims which may arise out of the Agreement or in connection with it, amendments, alterations, suspension, expiry, termination, validity, legality or interpretation thereof, shall be resolved by the Parties through negotiations. The time for consideration of a written claim received from the other Party shall be 14 days net from receiving thereof. Where no agreement has been reached through negotiations, all disputes, disagreements or claims shall be referred for trial to a public court of the Republic of Latvia in reliance upon the enactments of the Republic of Latvia. This Agreement has been made out and is to be construed in reliance upon the enactments of the Republic of Latvia.
4.2. The Agent shall bear responsibility solely for fulfilment of obligations under this Agreement.
4.3. The Agent undertakes to render the Service to the Owner to the best of its ability and does not guarantee to the Owner the sale of the Property under the Owner’s conditions. The Agent shall bear no responsibility whatsoever for the successful conclusion of the Property alienation agreement and fulfilment of obligations under the Property alienation agreement by a buyer attracted by the Agent.
4.4. In the event of a failure to meet the deadline for payment of the Fee or of the part of the Fee set out in Clause 3.3 hereof, the Owner shall pay the Agent a penalty of 0.3% (three - tenth of one per cent) on the outstanding amount per each day of the delay. Payment of the penalty shall not exempt the Seller from fulfilment of obligations under the Agreement.
5. DURATION
5.1. This Agreement is a distance contract and takes effect from the time when the Owner clicks the button ‘Accept the terms of the Agreement’, by the foregoing action the Owner confirms that he agrees with all terms and conditions of the Agreement absolutely and unreservedly. This Agreement shall remain in force until all obligations under this Agreement have been fully completed by the Parties hereto.
The Owner shall bear responsibility for true and accurate entering of own data, as well as of data concerning the Property, to this Agreement and shall be obliged to indemnify the Agent for all damages sustained thereby. Where the Owner establishes a mistake in the Owner’s data and /or data concerning the Property entered to this Agreement, he shall forthwith inform the Agent accordingly, by sending a message to the email address of the Agent set out hereunder. The Parties confirm that the Agent shall forward to the Owner’s email given hereunder only information associated with the fulfilment of this Agreement and with rendering the Service.
The Owner, who is a consumer within the meaning of the Consumer Rights Protection Law of the Republic of Latvia, may withdraw from this Agreement within 14 days by sending to the Agent’s email {REPLACE_AGENT_EMAIL} a notice of withdrawal from the Agreement. The consumer’s right to withdraw from the Agreement expires on the 15th (fifteenth) day from the Agreement effective date.
5.2. Where as of the time of termination of this Agreement the Agent has communicated to the Owner the data of a potential buyer in the manner set out hereunder, but the Property sale transaction has not been completed yet (inter alia, the Property alienation agreement has not been signed), the obligation of the Owner to pay the Agent the Fee in the event of conclusion of the transaction shall remain in force.
5.3. Where the Owner reaches an agreement on the sale of the Property with a buyer, who has not been attracted with the Agent, the Owner shall be obliged to inform the Agent in writing of the sale within 3(three) working days from signing a security deposit agreement or of the Property purchase and sale contract. The Agent agrees to indicate in the publication on the sale of the Object, placed in accordance with the provision of the Service, information that the Object has been sold within 5 (five) business days from the receipt of the message from the Owner. If the owner does not inform the Agent about the fact of the sale of the Object, the Agent has the right not to post information that the Object is sold in a publication on the sale of the Object placed in accordance with the provision of the Service, and the Owner agrees not to make any claims against the Agent in this communication.
5.4. The personal data of the Owner and of the related third parties received by the Agent in connection with this Agreement shall not be transferred to third parties and shall be processed by the Agent solely for the Service purposes. By entering into the Agreement the Owner gives his consent to the Agent to use the personal data of the Owner and of the related third parties provided to the Agent for the Service purposes.
6. MISCELLANEOUS
6.1. The Agreement shall constitute the entire agreement between the Parties hereto. The Owner, as a consumer within the meaning of the Consumer Rights Protection Law of the Republic of Latvia, confirms he has been provided with complete information concerning the subject-matter of the Agreement, Service, rendering order and payment, and he had the possibility to enter his corrections to the Agreement, he has used such possibility in full and accepts the terms and conditions of the Agreement.
6.2. Any information received by the Parties hereto in connection with the conclusion and /or performance of this Agreement shall be deemed confidential. The Parties hereto undertake not to disclose information received in connection with the conclusion and /or performance of this Agreement without written consent of the other Party hereto.
6.3. Each Party hereto undertakes to perform no actions that might do harm, whether directly or by implications, to goodwill, reputation or interests of other Party.
6.4. The Agent shall not prepare or keep copies of this Agreement.
6.5. Either Party hereto may terminate this Agreement unilaterally, by giving the other Party a 20 (twenty) – day notice. The Agent undertakes to delete publications on the Property sale positioned in accordance with the Service rendering before the Agreement termination date set out on the Agreement termination notice. The Agent undertakes to remove publications on the sale of the Object / display publications on the sale of the Object placed in accordance with the provision of the Service, inactive until the date of termination of the Agreement indicated in the notice of termination of the Agreement.
6.6. In the event of changes in the contact details of the Parties the Parties shall inform each other accordingly within 3 (three) working days by sending the other Party a written notification, which shall become an integral part of this Agreement.
7. CONTACT DETAILS OF THE PARTIES
7.1. Owner:
{REPLACE_OWNER_CONTACTPERSON}
7.2. Agent:
SIA Mercury Group
Dzirnavu 87, LV-1011, Riga, Latvia
Reg. №: 40203045753
Bank account: LV44HABA0551043044721
SWIFT: HABALV22
Swedbank JSC
E-mail: {REPLACE_AGENT_EMAIL}
9. SIGNATURES OF THE PARTIES
Owner {INPUT_SIGN}
Agent IRINA ALAZOVA
