InvestLogic Co-Living Terms of Engagement
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Effective date:Â February 2023
APPOINTMENT
1. The Client appoints the Buyer's Agent (a representative of InvestLogic Group Pty Ltd for the terms of this contract) as its exclusive agent for the purchase of real property of the details and description specified in the Buyers Engagement Scope and the Buyer's Agent accepts the appointment subject to the terms of this Agreement.
PERIOD
2. This Agreement commences on the date of this Agreement submission and continues for the term of 6 months unless negotiated with the Buyer's Agent for an alternative term and agreed upon in writing; or until an acquisition as outlined in the Buyers Engagement Scope is made.
TERMINATION
3. This Agreement may be terminated by either party giving seven (7) days' notice. Termination must be notified in writing and without prejudice to either parties’ rights accrued, or obligations incurred prior to the effective termination. On termination of the Agreement, the Client must make immediate payment to the Agent of all monies outstanding under the Agreement.
STATEMENT OF PROPERTY DETAILS
4. The Client acknowledges and agrees that they will be provided with the Buyers Engagement Scope following this Agreement.
5. The parties agree that the details contained in the Buyers Engagement Scope can be changed by written agreement.
DUTIES OF AGENT
6. The Agent agrees with the Client that they will at all times during this Agreement perform the stipulations of this Agreement and in particular, the Agent will:
a) act in the Client’s best interest as the buyers’ advocate and agent and will utilise the skills and experience of the Agent in providing advice in relation to and assisting the Client to select a property to purchase, including providing studies with other comparable properties currently on the market and whether, in the Agent’s opinion, the property in question represents good value;
b) provide advice to the Client of the best property, in the Agent’s opinion, fitting the Client’s general requirements as outlined in the general description of property (above) and whether the property selected represents good value;
c) Schedule Building and Pest Inspection(s) on the subject best property (or properties), arranging access with Selling Agent and liaising with Inspector to receive the final report and outcome of the inspection.
The arrangement and follow-up of the inspection is included in the Agent’s service. InvestLogic Group Pty Ltd and the Agent do not accept any liability for the services of third parties or the outcome of the inspection. InvestLogic Group Pty Ltd does not accept any responsibility of liability if the Client directs the Agent to not proceed in the arranging of a Building and Pest Inspection. Any refusal of a Building and Pest Inspection by the Client is to be formally advised in writing prior to any sale contract becoming unconditional.
d) negotiate with the vendor of the property selected by the Client to purchase the property on favourable terms;
e) act as general consultant to the Client on all matters concerning the purchase of property in the area and keep the Client informed of the sources of supply of property in the area;
f) inform the vendor of the property (or the vendor’s agent if one has been appointed) of the fact that the Agent is acting as agent for the Client;
g) authorised to bid on behalf of the Client at the auction of a prospective property approved by the Client in writing. This clause may be varied in writing;
h) observe the rules of conduct for Agents as set out in the Property, Stock and Business Agents Act 2002.
i) The Agent warrants that the property is appropriate for intended purpose of the property in the Buyers Engagement Scope, including (but not limited to);
i1) any easements, covenants, caveats, rights of way or encroachment on the property;
i2) the planning regulations or policies that apply to the property;
i3) the structural condition of the property and any unapproved structures, timber infestation, asbestos or any other defect in the property;
i4) any environmental site contamination or any failure by any party to comply with environmental legislation in relation to the property;
i5) whether or not all licences and permits in relation to the property are current and can be renewed; and
i6) whether a change of land use is possible in relation to the property.
DUTIES OF CLIENT
7. The Client agrees that it will:
Âa) properly and fully complete the Buyer’s Scope;
b) obtain independent legal, financial and taxation advice in relation to the purchase of the selected property
c) not during this Agreement purchase a property within the nominated area other than through the Agent
d) not during this Agreement appoint another agent to act as its agent for the purpose of buying a property in the nominated area
e) Where no area is nominated, will not during this agreement appoint another Agent to purchase a property as outlined in the Buyer’s Engagement Scope.
CLIENT’S WARRANT
8. The Client warrants that it has the financial capacity to purchase a property in the price range specified in the Buyer's Engagement Scope.
9. The Client warrants that the property is appropriate for intended purpose of the property in the Buyers Engagement Scope, including (but not limited to):
a) any easements, covenants, caveats, rights of way or encroachment on the property;
b) the planning regulations or policies that apply to the property;
c) the structural condition of the property and any unapproved structures, timber infestation, asbestos or any other defect in the property;
d) any environmental site contamination or any failure by any party to comply with environmental legislation in relation to the property;
e) whether or not all licences and permits in relation to the property are current and can be renewed; and
f) whether a change of land use is possible in relation to the property.
LIMITATIONS
10. The advice provided by the Agent in relation to property may only be shared with the Client and may not be shared to any other party by the client without the prior written authorisation of the Agent.
11. The advice provided by the Agent may only be relied upon by the Client for the purpose of selecting a property to purchase for the use specified by the Client in the Buyer’s Engagement Scope and must not be shared for any other purpose without the prior written authorisation of the Agent.
12. The Client acknowledges and agrees that:
a) any financial or investment advice provided by the Agent, its officers, employees, advisors and related parties to the Client is of a general nature only whose preparation does not take into account the individual circumstances, objectives, financial situation or needs of the Client. The Client is advised to consult their own independent financial and/or investment advisor;
b) If the Agent provides the Client with information which has been received from third parties, which includes, but is not limited to, information provided by real estate agents-Â such as floor plans, property descriptions, strata, building, pest inspectors, valuers or council officers, the Agent shall exercise due diligence in checking the accuracy of the information of details passed on to the Client. The Agent shall not be liable for wilful misinformation provided by third parties in carrying out the services of this Agreement
c) the Agent does not hold an Australian Financial Services Licence as defined by section 9 of the Corporations Act 2001 (cth) and the Agent is not authorised to provide financial services to the Client and the Agent must not and has not provided financial services to the Client;
d) the Agent does not accept any liability for the services of third parties which were recommended or introduced to the Client. All introductions are made on a voluntary basis and do not form part of the services. No warranty or representation is given or made in relation to the ability or standing of any third party or the quality of the services they provide;
e) the Client has obtained independent legal, financial and taxation advice in relation to the purchase of the property selected;
f) the Agent has advised the Client to obtain written finance approval prior to the purchase of the property selected.
FEES
13. i) An engagement fee applies and becomes payable by the Client upon engagement (ie Signing this Agreement) as specified in the clause 13ii. If the Agent receives a payment under clause 13 i), then the engagement fee shall be deducted from the calculation of the Complete Buying Fee as stated in 13 ii).
ii). The Client acknowledges that the Agent shall be entitled to a buying fee as per clause 13ii. Monies or Fees referred to throughout this document, refer to the Complete Buying Fee of $18,500.00 Inc GST paid in two instalments of: $5,000.00 Inc GST due diligence fee payable upon acceptance of this agreement and the balance of $13,500.00 Inc GST paid upon unconditional purchase contract and paid within seven (7) days unless negotiated otherwise with the Agent and agreed upon in writing.
The Client hereby agrees to pay the fee in accordance with this agreement in the event that the Agent introduces to the Client a vendor of a property and the Property and the Client:
a) enters into a contract for the purchase of the Property;
b) procures another person or entity to enter into a contract for the purchase of the Property (whether by novation or otherwise);
c) where the Property is owned by a company, enters into a contract for the purchase of any shares of that company;
d) where the property is owned by a company, procures a further person to enter into a contract for the purchase of any of the shares of that company (whether by novation or otherwise);
e) by any other means whatsoever becomes the legal and beneficial owner or both of the Property; or
f) where the Property is owned by a company, by any means whatsoever becomes the legal and beneficial owner or both of any of the shares of that company.
iii) The Agent’s agreed Complete Buying Fee in Clause 13 ii) is payable by the Client in the event that the client introduces the Property, or a vendor of the Property to the Agent and the Client enters into any of the contracts referred to in clause 13 ii) a) to d) or the completion of the transfer of the legal or beneficial ownership or both referred to in e) and f) above.
iv) At the discretion of the Agent of Over and Above Buyers Agents Pty Ltd and whereby all conditions to date of this contract have been executed by the Agent and properties that represent good value have been presented to the client, but the client terminates this agreement, a fee of no less than $1,000 (including GST) accrued each 30 days from 7 days after the signing of this Agreement will be claimed from the engagement fee and the balance will be refunded, pro-rata if termination is before 6 months.
v) The Final Fee in clause 13 ii) is due and payable by the Client upon unconditional exchange of any of the contracts referred to in a) to f) above or on the completion of the transfer of the legal or beneficial ownership or both referred to in e) and f) above or upon demand if any of the contracts referred to in a) to d) above or the transfer or the legal or beneficial ownership or both referred to in e) and f) above are not completed owing to the default of the Client.
vi) The parties also expressly agree that the Agent shall also be entitled to payment of the agreed Complete Buying Fee in clause 13 ii) if the vendor of a Property or a Property is introduced to the Client by the Agent at any time prior to the termination of this Agreement, and the Client satisfies any of the requirements set out in 13 ii) a) to f) six months after such termination.
vii) Should the Client wish to alter the date that the Complete Buying Fee is due and payable as outlined in clause 13 v) then the date must be approved by the Agent and be noted in writing upon the Agreement.
viii) The Client has seven (7) days to pay the Complete Buying Fee as stated in clause 13 at which time they will be issued with an overdue notice. Failure to pay the Final Fee referred to in clause 13 thirty (30) days from the due date will result in legal action and a debt collection agency will be engaged to recoup any and all outstanding costs. Outstanding interest will also be charged on the outstanding balance from the due date at 8%, payable monthly, should such action be taken.
EXPENSES
14. The Agent shall be entitled to expenses incurred on behalf of the Client by third party contractors subject to the approval of the Client of the engagement and quotes of such contractors. The Client agrees to reimburse the costs to the Agent upon request of an invoice.
15. Any fees or expenses payable by the Client to the Agent pursuant to this Agreement cannot be varied except as agreed by the Client in writing.
FINANCIAL INSTITUTION TAXES OR DEDUCTIONS
16. The Agent shall be entitled to be reimbursed for any taxes or deductions debited by banks or other financial institutions against the Agent’s account and attributable to the affairs of the Client.
CONTRACT FOR SALE
17. The Agent is not authorised to enter into or sign a contract for sale on behalf of the Client.
CONJUNCTION
18. Unless otherwise instructed, the Agent may allow other agents to act in conjunction with the purchase other than as specified in this Agreement (or as amended).
PERFORMANCE OF THE AGREEMENT
19. The Agent may not use a related party or a third party contractor to perform any of its obligations or services under the Agreement without written consent by the Client.
AGENT’S INDEMNITY AND LIABILITY
20. The Client will hold and keep indemnified the Agent against, and releases the Agent from, all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Agent, resulting from any statements or actions undertaken by the Client, in the course of arising out of the proper performance or exercise of any of the powers, duties or authorities of the Agent under this Agreement.
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