SCHEDULE

TERM	MEANING
We, us, our or Agent	Investlogic Pty Ltd  (ACN661 842 011) Address: 10 Monteclair Court Mermaid Waters, QLD, 4218 Australia
You, your or Buyer	You, the prospective buyer, as indicated in the completed online form of the ‘Deal of the Week’ campaign.
Services	You authorise the Agent to performing the following services: ●           act as your agent during the Agency Term in accordance with this Agreement; ●           search for and appraise Relevant Property for you; ●           act as a general consultant on relevant matters concerning the purchase of the Relevant Property; ●           inform Vendors that we are acting as your agent; and ●           perform the Services you authorise us to do in accordance with your Authority.
Relevant Property	As outlined in the ‘Deal of the Week’ campaign email dated on the day the Buyer agreed to the terms and conditions.
Authority	Our authority to act commences on the date you have agreed to the terms of this agreement and completed the online form of the ‘Deal of the Week’ and concludes on when a contract for the purchase of a Relevant Property becomes unconditional or in writing by either party on the giving of not less than 30 days’ notice. Such termination will be without prejudice to either party’s existing rights, duties or obligations.
Agent’s Instructions and Authority	You authorise us, in accordance with your instructions as more particularly set out below, to undertake the following duties. Ø  enter into negotiations for the purchase of a Relevant Property on your behalf; Ø  participate in negotiating and exchange of a contract for the purchase of a Relevant Property on your behalf;
Commission	Note: The Commission charges are not pursuant to any scale fixed by law and are to be agreed upon between the parties. 1.        Subject to the terms of this Agreement, we will be entitled to a Commission after your Purchase of the Relevant Property, determined as follows: Residential Purchase    $10,000.00 paid in 2 instalments. $2,000.00 upon offer acceptance and the balance upon unconditional contract of sale. Commercial Purchase $16,500.00 minimum up to $750,000.00. Over $750,000.00 the fee is 2.2% of the purchase price. The fee is paid in 2 instalments. $5,500.00 upon offer acceptance and the balance upon contract of sale going unconditional. Note: The Commission will vary based on the actual Property Price of the Relevant Property. Note: for properties with a market value of, at or more than, $750,000, you must withhold 12.5% of the purchase price and pay such monies to the Australian Taxation Office (ATO) on or before settlement, unless the Vendor has obtained a Clearance Certificate from the ATO (Taxation Administration Act 1953 (Cth) – Subdivision 14-D).
Payment Terms	You must pay us the Price and all Expenses as follows: ●           We will issue you an invoice after your Purchase of the Relevant Property and the Commission must be paid within 7 days of the invoice date, using the payment method set out in the invoice. ●           We will invoice you for any Expenses and any other amount due and payable to us in accordance with this Agreement when we incur such fees, and the amount must be paid in accordance with the terms of the invoice.
Term	This Agreement will commence on the date you have agreed to the terms of this agreement and completed the online form of the ‘Deal of the Week’ and concludes on when a contract for the purchase of a Relevant Property becomes unconditional on the Commencement Date and will continue until the date on which we receive the Commission from you.
Our Disclosures	Please read this Agreement carefully prior to accepting this Agreement. By accepting this Agreement, you agree that: ●         subject to your Consumer Law Rights, our Liability for the supply of the Services will be limited to, at our discretion the resupply of the Services or the repayment of the Price paid by you to us; ●         you must obtain independent legal, financial, investment, tax and other advice in relation to the purchase of the Relevant Property should you wish to be advised in any of these areas; ●         this Agreement creates an exclusive relationship between us and you, and you may not, during the Term, enter into any arrangement with any other individual or entity to receive the same or similar services as the Services, unless otherwise agreed between the Parties; ●         we exclude all liability for any Liability you incur as a result of any Third Party Information we provide you, or your decision to not proceed with a Building and Pest Inspection; ●         in the supply of the Services, we may receive a financial incentive from another supplier (such as builders) for our referral or commission arrangement with this supplier. This Agreement does not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

     

 

TERMS AND CONDITIONS

This Agreement is entered into between us and you, together the Parties and each a Party.

1. Provision of Agreement

1.1            Each Party has received a signed copy of, and understands, this Agreement or has had the opportunity to obtain professional advice with respect to this Agreement and each Party acknowledges it is bound by the terms of this Agreement.

2. Services

2.1            In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

2.2            This Agreement creates an exclusive relationship between us and you, and you may not, during the Term, enter into any arrangement with any other individual or entity to receive the same or similar services as the Services, unless otherwise agreed between the Parties.

3. Appointment of Agent

3.1            In consideration of and in accordance with the terms of this Agreement, you appoint us (and our Personnel) for the duration of the Agreement to carry out the agreed services as particularised in the Authority in the Schedule.

3.2            Authority vested in us in this Agreement shall be deemed to be vested in our Personnel.

4. Variations

4.1            All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.

5. Payment

5.1            In consideration for us providing the Services, you agree to pay us:

• the Price; and

• all Expenses (if any),

in accordance with the Payment Terms.

5.2            Any amounts payable by you to us under this Agreement cannot be varied without your prior written approval.

5.3            You acknowledge that you have been informed by us before signing this Agreement that the Price (including any commission) to be paid to us and any money to be paid in respect of any outgoings were subject to negotiation.

5.4            We are entitled to retain any Benefits in connection with the Services performed by us as disclosed in the Schedule.

5.5            If this Agreement is terminated by you pursuant to clause  12.2, or by us pursuant to clause 12.3, you agree that you must pay us the Commission if:

• you (or a nominee) enter into a Contract for Sale with a Vendor who was introduced to you by us;

• a binding contract is entered into by you (or a nominee) and not completed due to default on the part of you (or nominee) to complete the purchase of the Relevant Property,

regardless, in either case, of whether the Contract for Sale is entered into during or after the Term of this Agreement.

 

5.6            For the purpose of clause 5.3, the purchase of a Relevant Property shall include the purchase of shares in a company where that company is the owner of the Relevant Property.

5.7            The Commission is due and payable on settlement of the purchase, or if clause 5.3(b) applies, on demand.

5.8            Failure to comply with applicable Laws, Professional Obligations or this Agreement may result in penalties against us, and may prevent us from recovering the Price from you under this Agreement. Further, there will be no entitlement to the Price unless a copy of this Agreement is served on you not more than 48 hours after being signed by you.

5.9            When applicable, GST is payable on the Price and Expenses and will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges.

5.10         If you are eligible for a discount for the purchase of the Relevant Property (as particularised in the Schedule), we will pay you the Discount Amount in accordance with the Payment Terms.

5.11         If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this Agreement or at law):

• after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or

• charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.

5.12         You will not be entitled to any part of the Services until the Engagement Fee has been paid in full.

6. Your Obligations

6.1            Authority: By signing this Agreement, you acknowledge and agree that you give us the authority to undertake the duties in the Schedule for the duration of the Agency Term. 

6.2            Buyer’s Scope: Promptly after the Commencement Date, you agree to provide us with any property specifications or material facts regarding your proposed purchase of a Relevant Property (Buyer’s Scope). You acknowledge and agree that we will use the Buyer’s Scope to search for and appraise property for you, and it is your responsibility to inform us of any variations to the Buyer’s Scope. You acknowledge and agree that any variation to the Buyer’s Scope will be treated as a variation under clause 4.1.

6.3            Cooperation: You agree that you must co-operate with us at all times (including by providing instructions in a timely manner and making yourself available for property inspections).

6.4            Building and Pest Inspection: Where you inform us that you do not require a building and pest inspection for the Relevant Property (Building and Pest Inspection), we will not undertake a Building and Pest Inspection and we exclude all liability for any Liability you incur as a result of failing to undertake a Building and Pest Inspection.

6.5            Third Party Information: Where we provide you with information that has been received from third parties (including floor plans, property descriptions, strata and/or building information, Building and Pest Inspection reports, valuers or council officers) (Third Party Information) you acknowledge and agree that it is your responsibility to verify the accuracy of that information and we exclude all liability for any Liability you incur as a result of failing to verify the accuracy of such Third Party Information.

6.6            Special Conditions: Any Special Conditions to this Agreement shall form part of this Agreement. Should there be inconsistency between the terms of this Agreement and a Special Condition, the Special Condition shall apply.

6.7            Independent Advice: You acknowledge and agree that you must obtain independent legal, financial, investment, tax and other advice in relation to the purchase of the Relevant Property should you wish to be advised in any of these areas.

6.8            Audit: No later than 24 hours after you enter a Contract for Sale for the Relevant Property, you acknowledge and agree that you must notify us with relevant information relating to the Contract for Sale, and you must:

(a)             keep proper records to enable us to determine any amounts that may be payable to us under this Agreement (Records);

(b)            provide us with a copy of any Records at the times and in the manner as may be reasonably requested by us; and

(c)             should you fail to comply with this clause 6.8, you grant us the right to inspect your Records, solely to the extent reasonably necessary to enable us to determine any amounts payable to us under this Agreement,

should any audit or inspection show that we have not received any amounts that are or would otherwise be payable to us under this Agreement, you agree to pay us: (1) the Commission; and (2) any costs associated with the inspection or audit, as a debt due and immediately payable.

7. Warranties and Representations

7.1            Each Party represents, warrants and agrees that:

• it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business;

• that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;

• if applicable, it holds a valid ABN which has been advised to the other Party; and

• if applicable, it is registered for GST purposes.

7.2            You represent, warrant and agree:

• to comply with this Agreement and all applicable Laws;

• that all information and documentation that you provide to us in connection with this Agreement is true, correct and complete;

• to comply with our reasonable requests or requirements;

• that you (and to the extent applicable, your Personnel) will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;

• that you have the financial capacity to purchase the Relevant Property as set out in the Buyer’s Scope;

• that you are responsible for your final purchasing decision and we make no guarantees or warranties of any kind in relation to any property. You accept full responsibility for satisfying yourself in relation to all aspects of the Relevant Property, the location of the property and any other information of importance to you, the financial consequences of purchasing the Relevant Property, and the suitability of any investment in the Relevant Property, in light of your own needs and circumstances. You agree that the Relevant Property is appropriate for its intended purposes, including but not limited to:

(i)              any easements, covenants, caveats, rights or way or encroachment on the Relevant Property; 

(ii)            the planning regulations or policies that apply to the Relevant Property;

(iii)           the structural conditions of the Relevant Property; and any unapproved structures, timber, infestation, asbestos or any other defect in the property;

(iv)           any environmental site contamination or any failure by any party to comply with environmental legislation in relation to the Relevant Property;

(v)            whether or not all licences and permits in relation to the Relevant Property are current and can be renewed; and

(vi)           whether a change of land use is possible in relation to the Relevant Property.

• that any information, advice, material, work and services (including the Services) provided by us under this Agreement does not constitute legal, financial, merger, due diligence or risk management advice; and

• we do not hold an Australian Financial Services Licence (as defined in section 9 of the Corporations Act 2001 (Cth)), and any financial or investment advice provided by us or our Personnel is of a general nature only and should not be relied upon.

7.3            We agree:

(a)             to comply with this Agreement and all applicable Laws (including any guidelines issued by the Commissioner for Fair Trading);

(b)            to deliver the Services in accordance with our Professional Obligations;

(c)             where an Australian legal practitioner is or will be acting for you, we will not participate in the exchange or making of the Contract for Sale unless expressly authorised to do so by you, or your legal practitioner;

(d)            to keep you informed of each stage of the negotiation of a purchase price as instructed by you. This clause does not apply to bids made in the course of an auction; and

(e)             not to exceed the maximum or agreed price set out in the Schedule, unless you otherwise provide your express written authorisation for us to do.

8. Confidential Information

8.1            Subject to clause 8.2, each Party must (and must ensure that its Personnel does) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other party.

8.2            Clause 8.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing party ensures the adviser complies with the terms of clause 8.1.

8.3            This clause 8 will survive the termination of this Agreement.

9. Australian Consumer Law

9.1            Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at law, nothing in this Agreement excludes those Consumer Law Rights. 

9.2            Subject to your Consumer Law Rights, we exclude all warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.

9.3            This clause 9 will survive the termination or expiry of this Agreement.

10. Indemnity

10.1         You indemnify us and our Personnel from and against all actions, claims, demands, losses, costs, damages and expenses arising out of this Agreement in respect of:

(a)             your failure to comply with this Agreement;

(b)            your failure to give us prompt and appropriate authority or instructions, or sufficient funds to carry out an instruction or authority;

(c)             us acting on your behalf under this Agreement; or

(d)            us incurring legal costs of employing the services of a credit collection agency to recover unpaid debts.

10.2         This clause 10 will survive termination or expiry of this Agreement.

11. Limitations on liability

11.1         Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from any Liability in relation to, arising from or in connection with:

(a)             your purchase of a Relevant Property, including any decision to purchase, or not to purchase, a Relevant Property; and

(b)            the advice, acts or omissions of any third party to whom we refer you to.

11.2         Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by law: 

• neither Party will be liable for Consequential Loss;

• a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss;

• (in respect of any failure by us to comply with relevant Consumer Law Rights and where you are not acquiring the Services for personal, domestic or household purposes) our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

• our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to the Price paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

11.3         This clause 10 will survive the termination or expiry of this Agreement.

12. Term and Termination

12.1         This Agreement will operate for the Term.

12.2         Either Party may terminate this Agreement at any time by giving 30 days’ notice in writing to the other Party.

12.3         This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party.

12.4         Upon expiry or termination of this Agreement:

• we will immediately cease providing the Services;

• without limiting and subject to your Consumer Law Rights, you agree that if you terminate this Agreement pursuant to clause 12.2, the Engagement Fee is non-refundable;

• by us pursuant to clause 12.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees);

• you agree to pay us any other amounts due and payable under this Agreement, including any amounts contemplated by clause 5.2; and

• upon request, a Party must destroy or return the confidential information of the other Party, except for any confidential information required to be maintained by law.

12.5         Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it. 

12.6         This clause 12 will survive the termination or expiry of this Agreement.

13. General

13.1         Publicity: Despite clause 8, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

13.2         Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

13.3         Amendment:

13.4         Assignment: Subject to clause 13.5 and clause 13.8, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

13.5         Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third parties.

13.6         Disputes:  A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 13.6. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

13.7         Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

• as soon as reasonably practical, notifies the other party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

• uses reasonable endeavors to minimise the duration and adverse consequences of the Force Majeure Event.

o Where the Force Majeure Event prevents a Party from performing a material obligation under this agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

 

13.8         Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent.  We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.

13.9         Governing law: This Agreement is governed by the laws of Queensland.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. 

13.10      Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

13.11      Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

14. Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:

ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.

Agency Term means the period within which we will act as your agent, as further particularised in the Schedule.

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

Building and Pest Inspection takes the meaning in clause 6.4.

Business Day means a day on which banks are open for general banking business in Queensland, excluding Saturdays, Sundays and public holidays.

Buyer’s Agent means a licensed individual or entity who specialises in the searching, evaluation and negotiating of the purchase of property on behalf of a buyer.

Buyer’s Scope takes the meaning in clause 6.1.

Commencement Date the date this Agreement is signed by the last of the Parties.

Consequential Loss means, whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise:

• any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into this Agreement as the probable results of the relevant breach, act or omission; and/or

• without limiting subclause (a), any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data.

However, the Parties agree that your obligation to pay us the Price under this Agreement will not constitute “Consequential Loss”.

Consumer Law Rights has the meaning given in clause 9.1.

Contract for Sale means a legally binding agreement between a buyer and seller for the purchase of Relevant Property.

Dispute has the meaning given in clause 13.6.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disasters, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under the statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the Engagement Fee and Commission as set out in the Schedule, as adjusted in accordance with this Agreement.

Purchase Price means the amount you pay to a Vendor for the Relevant Property, including all taxes, charges and any other amounts payable under the Contract for Sale.

Records takes the meaning in clause 6.8(a).

Relevant Property means any property that is referred to you by us (including any properties presented to you in person, by telephone, by email, by letter, by fax or by text message) in accordance with this Agreement.

Schedule means the schedule to this Agreement.

Services means the services set out in the Schedule, as adjusted in accordance with this Agreement.

Special Conditions means any special condition particularised in the Schedule.

Third Party Information takes the meaning in clause 6.5.

Professional Obligations means professional conduct rules or guidelines as outlined in the Property and Stock Agent Act 2002 (NSW), Property Occupations Act 2014 (QLD), Estate Agents Act 1980 (VIC), Real Estate and Business Agents Act 1978 (WA), Land Agents Act 1994 (SA), Agents Act 2003 (ACT), Agents Licensing Act 1979 (NT), Property Agents and Land Transactions Act 2016 (TAS).

Purchase means, in respect of a Relevant Property:

(a)             where a binding Contract for Sale is entered into between you (or a nominee) and a Vendor (or its nominee); and

(b)            if that Contract for Sale is conditional, when that Contract for Sale becomes unconditional.

Vendor means an individual or entity who is selling property.