The RAAS Group has been a part of the real estate industry since 2002 and has evolved to be one of the largest Management Rights specialists in Australia. But we are so much more than just specialists.

Terms and Conditions Ras360 Advantage

Conditions Summary

BETWEEN RAAS PROPERTY GROUP PTY LTD (ABN 41 624 432 195) (“RAS360”)

AND

[RAS360 PARTNER]

 

Conditions

  1. Definitions and Interpretation

Refer to the Schedule to this Agreement.

 

  1. Grant of Licence and Provision of Ongoing Support Services

The Licence is for a term of one (1) year commencing on the Commencement Date and terminating on the Termination Date as defined in the Schedule.

 

  1. Business Licences and Warranties

The RAS360 Partner warrants that it holds the Business Licences (as defined in the Schedule) and will maintain them during the Term at its cost.

 

  1. PO Act Form 6 (QLD) and Agency Agreement (NSW)

The RAS360 Partner warrants that it will adhere to all required professional and ethical standards required specifically for their respective state of operation, in the accurate execution of the PO Act Form 6 or Agency Agreement and all other associated and required documentation.

 

  1. Acknowledgments, Agreements and Acceptances of the Licencee

The RAS360 Partner makes the acknowledgments set out in Clause 5 of the Agreement and in particular its understanding that this Agreement is for one business only at the Location (as defined in the Schedule) for the specified value relating to that plan (published https://ras360.com.au/partnerships/), increasing in accordance with increases in the CPI and increase in supplier fees (realestate.com.au), as well as standard domestic transaction fees applied by Stripe payment gateway of 1.7% plus $0.30 per transaction.

 

  1. Indemnity and Release in favour of RAS360

The RAS360 Partner provides the indemnities and releases referred to in Clause 6 of this Agreement, details of which the RAS360 Partner is fully aware.

 

  1. GST

Any amounts payable pursuant to this Agreement will be inclusive of GST.

 

  1. Notices

Notices passing between RAS360 and the RAS360 Partner are to be sent and deemed delivered as set out in Clause 8 of this Agreement.

 

  1. Jurisdiction

Queensland and New South Wales

 

  1. Severability

Any clause or subclause in this Agreement which is unenforceable will be severed from the rest of this Agreement.

 

  1. Entire agreement

This Agreement constitutes the entire agreement between RAS360 and the RAS360 Partner.

 

  1. Counterparts

RAS360 and the RAS360 Partner may execute separate copies of this Agreement which will bind them to the terms and conditions set out in this Agreement.

 

  1. Costs

RAS360 and the RAS360 Partner will pay their own legal costs with respect to this Agreement.

 

Executed by the RAS360 Partner as an acknowledgment that it has read and accepted and understood the above and the terms and conditions set out in this Agreement attached after having had the opportunity of obtaining independent legal advice with respect thereto.  Full Terms and Conditions of this Licence Agreement follows:

—

RAS360 Licence Agreement

Ras360 Pro, Ras360 Elite and Ras3600 Connect

 

RAAS Property Group Pty Ltd (ABN 41 624 432 195) (“RAS360”) wishes to enter into an agreement with RAS360 PARTNER:

This Agreement is made on the Agreement Date between RAS360 of the one part and the RAS360 Licencee of the other part whereas:

  • RAS360 is the owner, beneficial or otherwise, of the Intellectual Property;
  • The RAS360 Licencee has requested RAS360 to grant to the RAS360 Licencee the Licence to use and exploit the Intellectual Property for the Term;
  • RAS360 has agreed to grant to the RAS360 Licencee the Licence for the Term, commencing on the Commencement Date and ending on the Termination Date in consideration for the RAS360 Licencee providing the Warranties and the Indemnity, and, upon the terms and conditions set out in this Agreement.

NOW IT IS AGREED AS FOLLOWS:

1. DEFINITIONS & INTERPRETATION RELATIVE TO THIS AGREEMENT
1.1 The definitions and interpretation relative to this Agreement are set out in the Schedule to this Agreement.

2. GRANT OF LICENCE AND PROVISION OF ONGOING SUPPORT SERVICES

2.1 At the request of the RAS360 Licencee, RAS360 grants to the RAS360 Licencee the Licence for the Term in consideration for the RAS360 Licencee paying to RAS360 the Licence Fee in advance with the first of such payments to be made on the Commencement Date and thereafter on or before the Commencement Date during its subsequent year of the Term.

2.2 In consideration for the RAS360 Licencee paying the Licence Fee and otherwise complying strictly with the terms and conditions set out in this Agreement during the Term, RAS360 will provide to the RAS360 Licencee the Ongoing Support Services for the Term.

2.3 The RAS360 Licencee accepts, acknowledges and agrees that the granting of the Licence by RAS360 to the RAS360 Licencee does not assign or transfer to the RAS360 Licencee any interest, beneficial or otherwise, in the Intellectual Property or any goodwill attached thereto.

3. BUSINESS LICENCES AND WARRANTIES

3.1 Without limiting the operation of the representations and warranties that are made by the RAS360 Licencee by entry into this Agreement, the RAS360 Licencee represents and warrants to RAS360 that:
(a) it has made full disclosure to RAS360 of all material acts, facts, matters, circumstances and things which would be reasonably likely to influence the decision of RAS360 to enter into this Agreement;
(b) it will not make or allow to be made any statement, representation or promise to RAS360, a seller or buyer, or any other person that is false, misleading or deceptive or otherwise in breach of this Agreement;
(c) it has presently and throughout the term of this Agreement will continue to ensure that it has all appropriate and necessary Business Licences, permits and authorisations required at Law to lawfully carry out all of the duties, obligations and services it has undertaken to do under this Agreement;
(d) The RAS360 Licencee accepts, acknowledges and agrees that RAS360 relies totally on the representation and warranty by the RAS360 Licencee that the RAS360 Licencee has the necessary real estate rental and selling licences to conduct its business and comply with the terms of this agreement and that such representations and warranties induced RAS360 to enter into this agreement. Further, the RAS360 Licencee represents and warrants, and undertakes to so do, keep and maintain those licences current (along with all insurances required by the authorities with respect to those licences during the term and will make available immediately on request by RAS360 copies of such licences, certified or original, as and when requested by RAS360.
(e) it has authority to enter into this Agreement; and

3.2 The RAS360 Licencee indemnifies RAS360 against all costs, claims and liability (of any kind or nature) caused by the RAS360 Licencee’s failure to comply with its obligations under this Agreement, except to the extent caused or contributed by the deliberate act, negligence or default of RAS360.

4. PO ACT FORM & AGENCY AGREEMENTS

4.1 The RAS360 Licencee holds the Business Licences and will adhere to all required professional and ethical standards required, specifically in the accurate execution of the PO Act Form 6 (Queensland operators) and Agency Agreements (New South Wales operators) (“Form”) and all other associated and required documentation.

4.2 The RAS360 Licencee agrees to ensure that a compliant Form is supplied to RAS360 prior to sales listings being made active/live with RAS360 being noted as a conjunction agent thereon. If the Form is not compliant, the RAS360 Licencee will be notified by RAS360 and will need to resupply a compliant Form prior to the listing being made active/live. If the listing is made active/live prior to a compliant Form being supplied, the RAS360 Licencee will have 3 days to rectify, or RAS360 reserves the right to remove the listing from all advertising portals at the RAS360 Licencee’s expense.

5.0 ACKNOWLEDGMENTS, AGREEMENTS AND ACCEPTANCES OF THE LICENCEE
The Ras360 Licencee:

5.1 agrees to the pay to RAS360 the Licence Fee relating to their chosen subscription model. The RAS360 Licencee will be responsible for remitting their portion of the GST to the ATO and when required to do so pursuant to the GST Act.

5.2 recognizes that this Agreement is for one business only at the Location specified on completing their application. A RAS360 Licencee that owns or operates more than one Location, and only after paying the full licence fee for the first location, will be entitled to a discounted Licence Fee.

5.3 is required to maintain at its cost the Insurances in the RAS360 Licencee’s name (with the interest of RAS360 noted therein).

5.4 accepts that it is an independent contractor and not an employee, consultant, franchisee or joint venturer of RAS360 and is therefore responsible for its own taxes, superannuation payments and professional indemnity insurance, and indemnifies RAS360 absolutely as regards the obligations to make such payments.

5.5 agrees that the minimum term of the agreement is 12 months, paid on a quarterly or an annual basis.

5.6 acknowledges that any property that is listed and sold by:
i. RAS360 Elite Licencees through RAS360, that RAS360 will pay to the RAS360 Elite Licencee a 60% share of the gross commission income, after any external conjunction or referral fees are deducted.
i. RAS360 Pro Licencees through RAS360, that the Licencee is solely responsible for all contracts, compliance and trust accounting, including the management and auditing of the trust account, and all transactions of sale completed by the RAS360 Pro Licencee will be transacted via the Licencees trust, and commissions dispersed as per the PO Form 6 or Agency Agreement, contract and any conjunction agreements. Any property that is listed and sold by the RAS360 Pro Licencee through RAS360, RAS360 accepts, acknowledges and agrees that the RAS360 Licencee will be entitled to 100% of the gross commission income.

5.7 A Recipient Created Tax Invoice will be raised by RAS360 on behalf of the RAS360 Elite Licencee, for the commission income owed. Payment will be made by RAS360 within three (3) business days of the settlement date, or receipt of the total commission due to RAS360, whichever should be the later.

5.8 agrees to pay RAS360 all externally applied third-party fees in addition to the Licence Fee including but not limited to the following:
i. standard rental and sale listing fees through realestate.com.au that includes the Stripe transaction fees aforementioned prior to listings published

5.9 acknowledges that this Agreement will commence on the Commencement Date and will continue for the minimum 12 month term, unless terminated by RAS360 if the terms and conditions of this Agreement are breached, or, by RAS360 for convenience with 14 days written notice to the RAS360 Licencee. Upon expiration of the Licence or sooner termination of this Agreement, the RAS360 Licencee will immediately cease to use and exploit the Intellectual Property or hold itself as having any association with RAS360, and, RAS360 will no longer be obliged to provide the Ongoing Support Services to the RAS360 Licencee. The RAS360 Licencee will immediately return, at its cost, the Intellectual Property to RAS360 or as RAS360 may direct in writing and will destroy any copies it may have kept with respect to the Intellectual Property and certify in writing to RAS360 that it has done so. The RAS360 Licencee accepts, acknowledges and agrees that the aforementioned actions and prohibitions on it are only fair and reasonable to protect the integrity of the Intellectual Property which is a very valuable RAS360 asset.

5.10 understands that upon the termination of this Agreement, any unconditional contracts introduced by the RAS360 Licencee on or prior to the termination date will be honoured, and the RAS360 Licencee must continue to pay the Licence Fee through to the full term of the agreement. By way of example, and for the sake of certainty, if this Agreement is terminated and a contract is completed 36 days after termination, the RAS360 Licencee will have to pay the amount calculated as being (36/365) x (Licence Fee then applicable).

5.11 agrees to maintain in confidence the Confidential Information during the Term and after the Termination Date or the sooner expiration or termination of this Agreement.
5.12 agrees If any third-party suppliers alter their financial or service agreement with RAS360, RAS360 reserves the right to amend this Agreement to take this into account.

5.13 understands that RAS360 retains the right to provide like for like products when required as regards the Ongoing Support Services.

5.14 The RAS360 Licencee accepts, acknowledges and agrees that it must, during the Term, work within the guidelines of, and, accept the directions of, all third party suppliers to RAS360 and the RAS360 Licencee including, but not limited to, those third party suppliers whose services are required by RAS360 to provide the Ongoing Support Services.

5.15 The RAS360 Licencee accepts, acknowledges and agrees that in entering into this Agreement, and conducting its business pursuant to the Licence, the RAS360 Licencee will be acting in its own capacity and making its own business decisions and that RAS360 will not, and will not be expected to, provide recommendations to the RAS360 Licencee with respect to sales, property management, contracts or any other decisions relating to the operation of the business conducted by the RAS360 Licencee.

6. INDEMNITY AND RELEASE IN FAVOUR OF RAS360
6.1 Further to clause 3.2 of this Agreement, during the Term and after the Termination Date, the RAS360 Licencee shall indemnify and keep indemnified RAS360 its directors, office-bearers, shareholders, consultants and employees from and against all actions, claims, proceedings, damages, losses, liability, expenses and costs for which it may be held liable or which it incurs including its legal costs on a solicitor and own client basis, travel, investigation, living expenses of its directors, office-bearers, shareholders, employees or consultants and fees incurred in any litigation or proceedings as a result of or any way arising out of: any breach of this Agreement or any Law by the RAS360 Licencee; or
A) any agreement made between RAS360 and any sublicensees from it;
B) any agreement made between the the RAS360 Licencee and any client or customer or any person or party dealing with the RAS360 Licencee and the use of the Intellectual Property and any injury or loss to personal property, economically, financially or reputation-wise, or, loss in any other form as suffered by the RAS360 Licencee or any other party; or
C) any negligent or willful act, omission, breach of contract or breach of any statute or regulation by RAS360 or the RAS360 Licencee, its agents, associates and employees or for any other person for whom it is responsible at law; or
D) any negligent or willful act, omission, breach of contract or breach of any statute or regulation by the RAS360 Licencee, its directors, office-bearers, shareholders, consultants and employees or any other person or party having dealings with the RAS360 Licencee arising directly or indirectly out of this Agreement or any other person for whom it is responsible at Law;

6.2 During the Term and after the Termination Date, the RAS360 Licencee will indemnify and keep indemnified RAS360 from and against all actions, claims, proceedings, damages, losses, liability, expenses and costs (judicial or otherwise) for which the RAS360 Licencee may be held liable or which the RAS360 Licencee incurs, including its legal costs on a solicitor-client basis arising out of any benefit or obligation to which the RAS360 Licencee was entitled or subject to respectively pursuant hereto.

6.3 Further and for the sake of certainty, RAS360 is not to be held responsible or liable for any actions, claims, proceedings, damages, losses, liability, expenses and costs for which the RAS360 Licencee may be held liable or for which the RAS360 Licencee may incur in circumstances where such liability arises as a result of the negligence or contributory negligence of the RAS360 Licencee, its professional behaviour, management and servicing, or the carrying out of its obligations pursuant hereto.

7. GST

7.1 Any amounts payable pursuant to this Agreement will be inclusive of GST.

8. NOTICES

8.1 When any document or notice is to be served or delivered, it can be served or delivered to the address of the addressee set out in this Agreement or subsequently notified in writing.

8.2 A notice must be in writing and delivered by hand or sent by prepaid post or sent by email and a notice will be deemed to be given and received if delivered upon delivery or two (2) Business Days after it is posted or on the day at the time and on the date confirming receipt by the receiver of the email shown on a facsimile transmission report.

9. JURISDICTION

9.1 RAS360 and the RAS360 Licencee agree that the terms of this Agreement will be determined by the laws for the time being in force in the Jurisdiction and RAS360 and the RAS360 Licencee hereby submit themselves to the laws of the Jurisdiction.

10. SEVERABILITY

10.1 If any clause or subclause in this Agreement is unenforceable, illegal or void, or makes this Agreement or any part of it unenforceable, illegal or void, then that clause or subclause is severed and the rest of this Agreement remains in force.

11. ENTIRE AGREEMENT

11.1 This Agreement constitutes the entire agreement between RAS360 and the RAS360 Licencee in connection with its subject matter and supersedes all previous agreements and understandings between RAS360 and the RAS360 Licencee in connection with its subject matter.

12. COUNTERPARTS

12.1 This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute one binding agreement. RAS360 and the RAS360 Licencee shall enter into this Agreement by signing any such counterpart with the express intention that each of them shall be bound from the time of execution of that counterpart.

12.2 RAS360 and the RAS360 Licencee may execute a counterpart and shall deliver it to the other for execution with the intention that each of them will have one copy of this Agreement signed by them all provided that the Execution Date shall be the date on which RAS360 executes a counterpart.

13. COSTS

13.1 Each party will pay their own costs and disbursements of and incidental to the negotiation, preparation and execution of this Agreement and all other documents and matters referred to in this Agreement.

 

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