Agency Terms of Service

These Agency Terms of Service (the “Agency Terms”) govern your use of the multi-user Real Estate Agency features of the GREM Capital platform (the “Platform”). They supplement, and form part of, our general Terms and Conditions, Privacy Policy and GDPR / Data Processing Addendum. Capitalised terms not defined here have the meaning given to them in the general Terms and Conditions.

1. Definitions

• Agency — a dedicated workspace on the Platform that allows a brokerage business to operate as a multi-user organisation with a shared listing catalogue, shared lead pipeline and joint financial settlements.
• Owner — the natural person who created the Agency or to whom Agency ownership has been transferred. The Owner is the contracting party with us on behalf of the Agency.
• Member — any natural person who has accepted an invitation to the Agency, regardless of the role assigned (owner, manager, admin, agent, transaction coordinator, marketer, viewer).
• Agency Subscription — a team-tier subscription purchased by the Owner that grants the Agency access to the Platform for a defined number of seats.

2. Creation of the Agency and ownership

1. Only natural persons holding an active Platform account whose community type permits brokerage activity (Real Estate Agency, Broker or Development Company) may create an Agency.
2. By creating an Agency, you represent and warrant that you have the legal authority to enter into agreements on behalf of the brokerage business that the Agency represents, including any limited liability company, partnership or sole proprietorship.
3. The Owner is solely responsible for the lawful operation of the Agency, including holding any local licences, registrations, or permits required to conduct real-estate brokerage activities in each jurisdiction where the Agency operates.
4. Ownership of an Agency may be transferred to another active Member. Upon transfer, all rights and obligations of the previous Owner under these Agency Terms shall pass to the new Owner.
5. If the Owner leaves the Agency or their account is deleted, we may automatically promote the longest-serving manager to Owner. If no such manager exists, the Agency will be placed into a “pending owner assignment” state and may only be administered by us until a new Owner is designated.

3. Members, roles and access control

1. The Owner (or a Member explicitly authorised by the Owner) may invite new Members to the Agency by sending an invitation to an e-mail address from the Platform. Each invitation is valid for a limited period and must be accepted by the invitee in order to take effect.
2. When accepting an invitation, the invitee must explicitly agree to these Agency Terms. Acceptance is recorded with a timestamp and treated as a binding electronic signature.
3. Each role (owner, manager, admin, agent, transaction coordinator, marketer, viewer) carries a different set of permissions. The Owner is solely responsible for assigning, changing and revoking roles consistently with the Member’s actual function within the brokerage business.
4. The Owner may suspend, restore, change the role of, or remove any Member at any time. Removed Members lose access to all Agency data immediately; their personal account on the Platform is not affected.
5. Each Member uses the Agency under their own personal Platform account. Sharing personal account credentials between natural persons is strictly prohibited.
6. You acknowledge that the Owner may set per-Member monthly spending limits on AI-powered tools available through the Agency wallet, and that exceeding such limits may temporarily disable the relevant tools for the affected Member.

4. Listings and shared content

1. Listings (properties, complexes, rentals) created inside the Agency workspace belong to the Agency, not to the individual Member who created them. The Owner has full control over their visibility, publication and removal.
2. The Owner may transfer listings between the Agency and personal workspaces of Members in either direction. The party transferring a listing is responsible for ensuring that they hold the necessary authority to do so under the underlying mandate or representation agreement with the client.
3. Members must ensure that any content they upload to the Agency workspace (photographs, descriptions, plans, documents, audio or video material) complies with our Acceptable Use Policy and the laws applicable to advertising real estate in the jurisdiction of the listed property.
4. The Agency, through its Owner, grants us the same content licence that applies under the general Terms and Conditions in respect of all content uploaded by any of its Members.

5. Leads, CRM and client data

1. Leads received via the Platform within the Agency workspace are the joint asset of the Agency. The Owner may configure routing rules (manual, round-robin, geographical, by specialisation) to assign leads to Members. A lead that remains untouched for a configurable period may be automatically returned to the common pool.
2. You must process all personal data of leads strictly in accordance with our Privacy Policy, our GDPR / Data Processing Addendum and any additional local data-protection laws applicable to you. The Agency and its Owner act as a data controller in respect of lead data; we act as a data processor.
3. You will use lead data only for the purpose of contacting the individual about the specific property or service for which they expressed interest, unless you obtain separate, demonstrable consent for any further processing.
4. Internal notes attached to a lead inside the Agency CRM are visible only to active Members of that Agency. The Agency is responsible for ensuring that the content of internal notes complies with applicable privacy and labour laws.

6. Commissions, contracts and settlements

1. The multi-party Split Commission feature allows the Agency to record the agreed division of commission between participating parties (listing-side agency and agent, buyer-side agency and agent, referrer, and the Platform).
2. Each electronic contract created through the Split Commission flow is signed by all designated parties through the Platform’s e-signature flow. The Owner warrants that every signatory is authorised to bind the entity they purport to represent.
3. After an Agreement reaches the “pay-approved” state, we credit each beneficiary’s wallet automatically in accordance with the recorded split. The Agency is responsible for any taxes, withholdings or social-security contributions arising from amounts credited to the Agency or its Members.
4. We act exclusively as a technology provider that records and distributes commission amounts as instructed by the parties. We are not a party to the underlying brokerage transaction and bear no liability for the success, validity or enforceability of any deal captured in a contract created on the Platform.

7. Agency wallet and billing

1. The Agency operates a separate wallet from the personal wallets of its Members. Credits earned by the Agency, payments for the Agency Subscription, and usage of AI-powered tools by Members in the Agency context are recorded against the Agency wallet.
2. The Owner is responsible for keeping the Agency Subscription current. We may issue invoices to a dedicated billing e-mail address that we generate for the Agency, and forward those invoices to the Owner’s personal e-mail.
3. If the Agency Subscription expires or fails to renew, the Agency may be moved to a grace state for a limited period during which paid features become read-only. After the grace period, paid features may be disabled until the Subscription is restored.
4. Withdrawal of funds from the Agency wallet may be initiated by the Owner and is subject to standard verification, including Know-Your-Customer checks where required by applicable law.
5. All seat-based and usage-based fees are non-refundable except where expressly stated in these Agency Terms or required by mandatory consumer-protection law.

8. Brand page, lic, branding and white-label

1. Each Agency receives a public brand page at a URL of the form /community/agency/<your-slug>. The Owner is responsible for the lawfulness of all content displayed on that page, including logos, banners and team photographs.
2. Licences (e.g. RERA permits or equivalents) shown on the brand page are subject to moderation by us. We may refuse to display, or require removal of, any licence whose authenticity cannot be reasonably verified.
3. Where enabled by your Subscription, you may connect a custom domain (white-label) to the Platform. You warrant that you hold all rights to use the chosen domain. Misuse of the white-label feature — for example, to impersonate another business or to mislead consumers about the operator of the website — may result in immediate suspension of the custom domain and termination of these Agency Terms.
4. We may, in exceptional circumstances (for example, following a legal claim from a third party), release a custom hostname from the Agency’s configuration. We will give the Owner reasonable prior notice where possible.

9. Compliance and licences

1. You are solely responsible for complying with all real-estate, consumer-protection, anti-money-laundering, tax and data-protection laws applicable to the Agency’s activities in each jurisdiction where it operates.
2. If we receive a substantiated complaint that the Agency is operating without the necessary licences, or that its activities breach applicable law, we may suspend the Agency pending investigation.
3. You undertake to provide us with proof of all required licences upon reasonable request and to inform us within a reasonable period of any material change to the licensing status of the Agency or its Members.

10. Suspension and termination

1. We may suspend or terminate the Agency, in addition to the grounds set out in the general Terms and Conditions, where:
   • the Agency Subscription has been unpaid for a material period;
   • the Agency, its Owner or any of its Members materially breach these Agency Terms;
   • credible reports indicate that the Agency is being used to perpetrate fraud or other unlawful activity;
   • required by a binding decision of a competent authority.
2. The Owner may close the Agency at any time. Closure is processed as a soft-deletion: the Agency enters a 30-day grace period during which it can be restored by the Owner or by us at the Owner’s request. After the grace period, we may proceed with permanent deletion of Agency-specific data, subject to legal retention obligations.
3. On termination of the Agency:
   • Members lose all access to Agency data with immediate effect;
   • listings owned by the Agency may, at the Owner’s request, be returned to personal workspaces of nominated Members;
   • balances on the Agency wallet may be paid out subject to our standard verification procedures.

11. Audit trail

We maintain a tamper-resistant audit log of material events within each Agency (member invitations, role changes, listing transfers, lead routing actions, wallet movements, domain operations, and administrative interventions). The Owner and Members holding the manager role may inspect this log inside the Agency settings. We retain audit-log records for as long as is reasonably necessary for regulatory and security purposes.

12. Liability allocation between you and your Members

These Agency Terms govern only the relationship between you and us. The internal allocation of rights and obligations between the Agency, its Owner, its Members, and any underlying brokerage entity (for example, partnership agreements, employment agreements or independent-contractor agreements) is a matter exclusively for you to organise. We are not a party to those internal arrangements and bear no responsibility for disputes arising from them.

13. Changes to these Agency Terms

We may amend these Agency Terms from time to time. Where an amendment materially affects the rights or obligations of either party, we will give the Owner at least 30 days’ prior notice by e-mail. Continued use of the Agency after the effective date of an amendment constitutes acceptance of the amended version.

14. Governing law and jurisdiction

These Agency Terms are governed by the same law and subject to the same jurisdiction as the general Terms and Conditions. In the event of conflict between the general Terms and Conditions and these Agency Terms, the latter shall prevail in relation to the operation of the Agency feature.