I. TERMS AND CONDITIONS FOR PRE-LAUNCH PERIOD:
These terms and conditions only govern the period dating from 1 April 2017 until 30 September 2017.  CIELA reserves the right to change the specifics at any time, provided the proper notice to CIELA members is given.  CIELA envisions that during the pre-launch period, binding terms and conditions, in greater detail, will be drafted and agreed upon, to go into enforcement upon CIELA’s launch.

A. Definitions:

      1. CIELA Members:  The agents who have paid to join CIELA.  They are the only individuals who are “members” during this period.
      2. Member Audit Committee: Subject to CIELA members’ agreement, there will be a CIELA member audit committee with the right to audit CIELA’s voting and financial operations.
      3. Newsletter Subscribers: Those individuals who do not qualify as members of CIELA, but are nonetheless interested parties who desire to be kept abreast of ongoing activities.
      4. Property Data: Information held by letting and/or sales agencies regarding addresses, sales/lets, valuations, move dates, etc.
      5. Registry Participants: Those agents who qualify as members of CIELA, but who have not paid for a subscription.  They will not receive access to CIELA member exclusive benefits.  They have the option of upgrading to CIELA membership at any time.
      6. Surveys: From time to time, there will be surveys initiated to gauge opinion regarding charter actions and initiatives. These surveys will be open to CIELA Members and Registry Members.
      7. Votes: From time to time, CIELA will request that CIELA members, exclusively, vote on charter actions and initiatives.  These votes will be non-binding upon CIELA.  CIELA members will have access to the results of such votes, and in CIELA’s discretion, the results may be made public.

 

B. CIELA Members: Property Data Requirements

  1. As consideration for joining CIELA, you consent to upload all property data that you hold in your position as a selling and/or a letting agent, in current time.
  2. CIELA is fully authorised to retain the property data that you upload now or in the future.  CIELA is not authorised to sell such information; rather, CIELA will retain this information for the purpose of generating leads to third party customers (such as utility companies), and for data trend analysis. CIELA reserves the right to use this information for other purposes broadly, so long as acts within the bounds of applicable data privacy regulations.
  3. If the portal required to input the abovementioned property data is not available at the time membership opens on 1 April 2017, you agree to upload that property data upon the portal becoming available.

C. CIELA Members and Registry Participants: Commitment to CIELA’s Cause

  1. As a CIELA member, you commit to aid in the unification of independent agents. The aim of CIELA is to reclaim the market share that has been captured largely by online, corporate and call centre agents.
  2. You commit to actively raising awareness about CIELA among qualifying non-member agents. This includes promoting CIELA’s name and encouraging qualifying non-member agents to join.
  3. You commit to refrain from in-fighting within the CIELA environment. CIELA is not a club meant to advance any one compliant independent agency over another. Rather, CIELA’s purpose is to advance the interests and wellbeing of all compliant independent agencies with respect to those that are not compliant, and those online-only agencies.  
  4. The owner of CIELA retains the right to eject any member who is obstructing CIELA initiatives and advancement.

D. CIELA Members and Registry Participants: Compliance with Industry Regulations

  1. You attest that the company to which you belong, if it conducts any sales, is registered with HM Revenue & Customs for anti money laundering (AML) purposes.
  2. You attest that you are a principal, partner or director of a limited company, and that you are a member of an approved independent redress scheme [The Property Ombudsman Scheme, The Ombudsman Services: Property, or The Property Redress Scheme].
  3. You attest that the company to which you belong, if it conducts any letting, complies with the requirement to display fees along with details of the redress scheme to which you belong, and proof of membership with a client money protection scheme.

E. CIELA Members: Conditions of Monthly Subscription Payment:

  1. You agree to pay an automatically recurring £35 subscription fee every calendar month to CIELA. Cancellation of such payments will result in revocation of the benefits herein described.
  2. You agree to maintain this subscription through 30 September 2017, at which time the payment amount will likely change if CIELA fully launches.
  3. You may cancel your subscription during the pre-launch period at any time, with written notice, which results in immediate forfeiture of pre-launch membership benefits.
  4. CIELA reserves the right to alter the monthly subscription amount upon the termination of the pre-launch period, and at any point thereafter. Unless you otherwise notify CIELA in writing, you consent to being automatically charged the recurring monthly payment amount upon launch.
  1.  

II. EXCLUSIVE BENEFITS FOR CIELA MEMBERS:

  1. All of these benefits are dependent upon your continued compliance with all CIELA terms and conditions, industry regulations, and monthly subscription payment. Upon any breach, you immediately forfeit any and all benefits owed to CIELA members, and will not be entitled to any refund.
  2. You will receive access to an exclusive voting portal through which you may cast your vote regarding priorities and activities of CIELA. This vote is non-binding upon CIELA.
  3. When a Member Audit Committee is formed, it will have the right to request historical voting records. This committee will only be available to CIELA members.
  4. You will receive promotional materials to advance your independent agency.  These materials will be specifically geared towards promoting the advantages of independent agents over non-independent, online commercial agencies, which are gaining traction in our consumer base.
  5. You will receive access to guidelines regarding industry regulation compliance.
  6. You will be invited to attend paying members only CIELA events. There may be a fee for such events.
  7. You are opted into the profit-distribution scheme as outlined below, provided you continue to apply with all obligations.  
  8. You are included in the group of members with the right of first refusal if CRL desires to sell CIELA. If before or after launch, and before the profit-sharing scheme has been triggered CRL decides to sell CIELA, this group of members will have the right of first refusal. This is an exclusive and irrevocable right. This right may be exercised only within sixty (60) days of formal notification by CRL that CRL desires to sell CIELA. CRL is obligated to provide such notice to CIELA paying members prior to offering CIELA to a third party. All costs and expenses of the sale will be paid by the member-purchasers.
  9. Agents who join during the pre-launch stage will receive a 2:1 ratio of annual net profit payouts, as long as they are members of CIELA, as compared to those who join after 30 September 2017.
  10. The joining fee for those agents who join CIELA before 30 September 2017 will be waived.
  11. Paid members will be eligible to vote on the matters that will shape the future of CIELA, pre-launch.

 

III. PROFIT DISTRIBUTION SCHEME – PAYING CIELA MEMBERS ONLY:

  1. Members who qualify for this scheme will be entitled to a share of CIELA net profits. These will be paid out annually, in arrears, for the previous calendar year’s profits. Only those members who have been paying members for the full calendar year (1 January until 31 December) will be eligible for that calendar year’s net profit, if distribution occurs.  Those members who join after 1 January of each calendar year will not be eligible for any net profit disbursement from that calendar year, if any.
  2. In order to qualify for this scheme, all subscription payment collections must be successful. Any failed subscription payment (where chargeable subscription applies) will automatically disqualify you from participation, if not rectified within seven (7) days.
  3. You must fulfill the property data upload requirements when they become available. Any failure to upload for more than fourteen (14) days will automatically disqualify you from the share participation benefits.
  4. When provided with such materials, you must display the CIELA member logo on all stationery, advertising, website, shop window and property details.  You must also include a link to CIELA on your company website.
  5. Note that if CIELA is not successful, no fees already paid to CIELA will be returned. Your subscription fees are necessary for the maintenance, promulgation and promotion of CIELA activities.
  6. You will automatically forfeit any benefits pursuant to this profit-distribution scheme if you discontinue your paid membership, at any time, for any reason, including disqualification. The only exception is if you discontinue your membership because you no longer qualify as an independent agent — Options to retain one calendar year net profit distribution benefit:
    1. Within thirty (30) days before becoming ineligible for active paying membership, convert to “retired” membership status and continue paying for the entire calendar year for which you wish to receive a net profit disbursement. For each calendar year that you continue paying a retired member subscription fee, you will continue to receive a share of the net-profits; or
    2. Within thirty (30) days before becoming ineligible for active paying membership, nominate another eligible paying CIELA member to receive the net profit distributions due you for a singular calendar year, and discontinue your personal payments to CIELA.
  7. Other than the exception stated herein, members’ individual right to a net profit distribution is non-transferable, and automatically forfeited upon disqualification or otherwise terminating membership.
  8. Agents who join during the pre-launch stage will receive a 2:1 ratio of annual net profit payouts, as long as they are members of CIELA, as compared to those who join after 30 September 2017.

 

IV. INTENDED FLOTATION OF CIELA:

It is CRL’s intention to float CIELA, eventually.  This decision is entirely at the current owner’s discretion.  This clause makes no guarantee that CRL will ever float CIELA.  If it is floated, the group of paying members will receive the option to own up to 50% of the entire company by purchasing shares.  Those CIELA members who became members pre-launch and have maintained uninterrupted membership since joining will receive the option to purchase those shares with the discount scheme outlined below.

    1. Scheme of discounted share prices: [the sooner you join, the bigger the discount]
      The first 10% of agents who join will receive a 90% discount on the share price. The second 10% of agents who join will receive an 80% discount on the share price.The third 10% of agents who join will receive a 70% discount on the share price.The fourth 10% of agents who join will receive a 60% discount on the share price.The fifth 10% of agents who join will receive a 50% discount on the share price.The sixth 10% of agents who join will receive a 40% discount on the share price.

      The seventh 10% of agents who join will receive a 30% discount on the share price.

      The eighth 10% of agents who join will receive a 20% discount on the share price.

      The ninth 10% of agents who join will receive a 10% discount on the share price.

     

  1. V. REFERRAL SCHEME:

    1. You will receive a point for each qualified agent who joins CIELA as a paying member utilising your unique referral code.
    2. The referred individual must remain a paying member of CIELA for a minimum of three (3) months in order for you to receive this point.
    3. The details of the rewards are yet to be decided. At this moment, however, it is intended that a certain percentage of each calendar year’s net profits will be set aside for referring members and/or suppliers, and will be proportionately divided among the referring parties. These points will not carry over to subsequent calendar years.

     

    *The right to a discounted share price is not transferable.

    **The right to a discounted share price is automatically forfeited upon cancelling or losing CIELA membership for any reason. Retired but active members retain their right to a discounted share.

    ***If a paying pre-launch, eligible CIELA member becomes ineligible or unable to participate any longer in CIELA for reasons of retirement and/or illness, and within thirty (30) days of cancelling membership, that member nominates another, qualifying paying (pre- or post-launch) CIELA member to be the beneficiary of the discount, that nominated member is the rightful sole owner of the discount.  This beneficiary agent must comply with the same terms and conditions as all other discount eligible members in order to retain this benefit.