This Partial Management Agreement ("Agreement") is made effective as of [Effective Date], by and between [Owner's Full Name], hereinafter referred to as the "Owner", and [Your Company's Name], a company registered under the laws of Scotland (company number [---------]), hereinafter referred to as the "Property Manager".
Recitals
WHEREAS, the Owner possesses the legal title to certain properties suitable for short-term rentals located in Scotland and desires to engage a Property Manager to manage these properties on a partial basis;
WHEREAS, the Property Manager has experience and expertise in the management of short-term rental properties and offers services that include marketing, booking management, and financial handling through online platforms;
WHEREAS, both parties wish to enter into an agreement to specify the terms under which the Property Manager will provide these services for a fee of 16% of the net revenue generated from the properties;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
1. Purpose
1.1. Purpose of the Agreement: The purpose of this Agreement is to outline the responsibilities and obligations of both the Owner and the Property Manager in relation to the partial management services at 16% management fee for the properties listed under the scope of this Agreement, which may include short-term rental properties similar to those listed on platforms like Airbnb and booking.com.
2. Definition and Interpretation
2.1. Definitions:
"Properties" refers to the real estate properties owned by the Owner and managed by the Property Manager under this Agreement.
"Guests" refers to the individuals who book and stay at the Properties.
"Online Travel Agents (OTAs)" refers to third-party platforms such as Airbnb, Booking.com, where the Properties are listed for booking by Guests.
2.2. Interpretation: In this Agreement, unless the context otherwise requires:
References to one gender include all genders, and references to the singular include the plural and vice versa.
Any references to statutes or statutory provisions include those statutes or provisions as amended or re-enacted.
3. Scope of Management Services
3.1. Partial Management Services: The Property Manager shall provide the following services under the partial management model, which constitutes 16% of the complete management tasks:
Marketing and Advertising: Creating and maintaining listings for the Properties on various OTAs, setting competitive pricing, and promoting the Properties to maximize occupancy rates.
Booking Management: Handling reservations, cancellations, and payment processing through the designated online platforms.
3.2. Exclusions from Services: Under the partial management model, the following services are explicitly excluded and shall remain the responsibility of the Owner:
Guest Support: Any physical or on-site assistance required by Guests during their stay, including but not limited to dealing with issues related to property access (e.g., door not opening, key issues), and any necessary re-cleaning or emergency services during a Guest's stay.
Property Inspections and Maintenance: While the Property Manager will coordinate maintenance and housekeeping services, it will not conduct regular physical inspections of the Property. Any required inspections or urgent maintenance issues identified by Guests or through other means need to be directly handled by the Owner.
4. Responsibilities of the Property Manager
4.1. Operational Tasks:
4.1.1. Online Presence: The Property Manager shall ensure that the Properties are represented accurately and attractively on all relevant OTAs, and maintain up-to-date information on these platforms.
4.1.2. Financial Transactions: Handling all aspects of financial transactions related to bookings, including collecting payments through OTAs, managing cancellations and refunds as per the agreed policies.
4.2. Communication with Guests:
4.2.1. Pre-booking Communication: The Property Manager is responsible for answering any inquiries from potential Guests regarding the Properties before booking confirmations.
4.2.2. Post-booking Communication: Sending confirmation details, property access information, and other relevant stay details to Guests after bookings are made.
5. Responsibilities of the Owner
5.1. Property Maintenance and Readiness:
5.1.1. Maintenance: The Owner shall ensure that all maintenance issues are promptly addressed and that the Property is in good repair and condition.
5.1.2. Emergency Responses: The Owner is responsible for handling any emergencies related to the property that require immediate physical presence or intervention.
5.2. Guest Support:
5.2.1. On-site Assistance: The Owner must provide or arrange for support if Guests need help at the Property, such as issues with property access or equipment malfunctions.
5.2.2. Re-cleaning and Issues: In cases where Guests require re-cleaning or other similar services during their stay, the Owner shall coordinate and manage these services directly.
6. Financial Terms and Conditions
6.1. Rental Payments:
6.1.1. Collection of Payments: The Owner will receive all rental income directly from OTAs and is responsible for the management of these funds.
6.1.2. Payment to Property Manager: The Property Manager shall invoice the Owner monthly for services rendered at 16% of the net revenue generated from the Properties.
6.2. Additional Expenses:
6.2.1. Service Costs: Any costs incurred by the Property Manager for services not included in the partial management package but undertaken at the Owner’s request will be billed separately.
6.2.2. Emergency Handling: In the event of emergencies requiring the Property Manager’s intervention beyond the agreed services, additional fees may be applicable, subject to prior agreement between the Owner and the Property Manager.
7. Term and Termination
7.1. Term of Agreement:
7.1.1. Effective Date: This Agreement shall commence on the [Effective Date] and will remain in full force and effect indefinitely unless terminated as provided herein.
7.1.2. Continuous Review: This Agreement is subject to ongoing review and renewal based on the mutual agreement of both parties, with adjustments made as necessary to reflect changes in service scope or market conditions.
7.2. Termination Procedures:
7.2.1. Termination by Notice: Either party may terminate this Agreement at any time by providing 90 days written notice to the other party.
7.2.2. Immediate Termination: Either party may terminate this Agreement immediately upon notice if the other party breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving notice of the breach.
8. Indemnification and Liability
8.1. Indemnification:
8.1.1. By the Owner: The Owner agrees to indemnify, defend, and hold harmless the Property Manager from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable lawyers' fees and costs, arising out of any breach of this Agreement by the Owner or any negligence or willful misconduct by the Owner or its agents.
8.1.2. By the Property Manager: The Property Manager agrees to indemnify, defend, and hold harmless the Owner from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable lawyers' fees and costs, arising out of any breach of this Agreement by the Property Manager or any negligence or willful misconduct by the Property Manager or its agents.
8.2. Limitation of Liability:
8.2.1. Caps on Liability: The liability of either party to the other for any proven damages shall be limited to the total fees paid or payable to the Property Manager under this Agreement during the twelve (12) months preceding the claim.
8.2.2. Exclusion of Consequential Damages: In no event will either party be liable for any special, indirect, incidental, or consequential damages, including damages for lost profits, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
9. Confidentiality
9.1. Confidential Information:
9.1.1. Protection of Confidential Information: Each party agrees to retain in confidence all information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
9.1.2. Exclusions from Confidentiality: The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party without breach of any obligation of confidentiality; (iii) is independently developed by a party without use of or reference to the other party's confidential information; or (iv) is required to be disclosed by law.
10. Miscellaneous Provisions
10.1. Governing Law:
10.1.1. Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Scotland. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Scottish courts.
10.1.2. Compliance with Laws: Both parties agree to comply with all applicable laws and regulations in performing their duties under this Agreement.
10.2. Entire Agreement:
10.2.1. Agreement Supremacy: This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
10.2.2. Modifications: No modification of this Agreement shall be effective unless it is in writing and signed by both parties.
10.3. Notices:
10.3.1. Communication Method: Any notices or communications required or permitted under this Agreement shall be in writing and given by personal delivery, email, or certified mail (postage prepaid, return receipt requested) to the addresses specified in the introductory clauses of this Agreement.
10.3.2. Receipt of Notices: Notices shall be deemed to have been duly given on the date of delivery if delivered personally, on the date of transmission if delivered by email, and five business days after the date of posting if delivered by mail.
10.4. Relationship of the Parties:
10.4.1. Independent Contractors: The relationship between the Owner and the Property Manager is that of independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.
10.4.2. Authority Limitation: Neither party has the authority to bind the other or to incur any obligation on behalf of the other, except as expressly provided in this Agreement.
10.5. Severability:
10.5.1. Validity of Provisions: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall continue in full force and effect.
10.5.2. Adjustment of Terms: Upon such determination that any provision is invalid, unenforceable, or illegal, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
10.6. Force Majeure:
10.6.1. Non-Liability for Unforeseen Events: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by the occurrence of any unforeseen event beyond its reasonable control, including without limitation, internet outages, communications outages, fire, flood, war, act of God, or court order.
10.6.2. Notification and Mitigation: Parties affected by such events shall notify the other party as soon as possible and shall do everything possible to resume their performances under this Agreement.
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